STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) dated as of July 9, 2009, is by and among CHDT Corporation, a Florida corporation and successor in interest to CBQ, Inc., a Colorado corporation (the “Company”), and Involve LLC, a Florida limited liability company (the “Buyer”).  The Company and the Buyer are referred to individually as a “Party” and collectively herein as the “Parties.”

RECITALS:

WHEREAS, the Company seeks additional capital, and the Buyer is willing to make this investment by purchasing shares of Series C Convertible Preferred Stock (“Series C”) from the Company on the terms and conditions set forth in this Agreement.

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and Rule 506 of Regulation D, as promulgated thereunder, the Company desires to issue and sell to the Buyer and the Buyer desires to purchase preferred stock from the Company.

NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties made herein, and of the mutual benefits to be derived hereby, the Parties agree as follows:

1.            Definition of Certain Terms .  The words and terms defined in this Section-1, whenever used in this Agreement, shall have the respective meanings indicated below for all purposes of this Agreement.

“Accredited Investor” has the meaning set forth in Regulation D promulgated under the Securities Act.

“Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act.

“Amended and Restated Articles of Incorporation” means the amended and restated articles of incorporation of the Company in the form annexed as Exhibit A .

“Basis” means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence.

“Buyer” has the meaning set forth in the preface above.

“Closing” has the meaning set forth in Section 2(c) below.

“Closing Date” has the meaning set forth in Section 2(c) below.

“Code” means the Internal Revenue Code of 1986.

“Data Laws” means laws, regulations, guidelines, and rules in any jurisdiction (federal, state, provincial, or local) applicable to data privacy, data security, and/or personal information

“Disclosure Schedule” has the meaning set forth in Section 3 and 4 below.

“Employee Benefit Plan” has the meaning as such term is defined in ERISA Section 3(3) and any other employee benefit plan, program or arrangement of any kind.

“Environmental, Health, and Safety Requirements” shall mean, as amended and as now and hereafter in effect, all federal, state, local, and foreign statutes, regulations, ordinances, and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations, and all common law concerning public health and safety, worker health and safety, pollution, or protection of the environment, including, without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances, or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise, or radiation.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Exchange Act” means the Securities Exchange Act of 1934.

“Financial Statements” has the meaning set forth in Section 3(f) below.

“Free Cash Flow” means the cash flow provided by operating activities calculated in accordance with GAAP, less capital expenditures, plus the net proceeds from the sale of the Company’s equity securities excluding the sale of the Series C shares under this Agreement.

“GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

“HC” means Harris Cramer LLP with offices located at 1555 Palm Beach Lakes Boulevard, Suite 310, West Palm Beach, Florida 33401.

“Intellectual Property” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including source code, executable code, data, databases, and related documentation), (g) all advertising and promotional materials, (h) all other proprietary rights, and (i) all copies and tangible embodiments thereof (in whatever form or medium).

“Knowledge” means information which a person, after reasonable investigation, knows or should know. Knowledge of the Company includes its Subsidiaries and each of their respective officers, directors, employees and managers regardless of whether the information came (or should have come) to the person’s attention in an official capacity.

“Liability” or “Liabilities” means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

“Lien” means any mortgage, pledge, lien, encumbrance, charge, or other security interest.

“Material Adverse Effect” or “Material Adverse Change” means any effect or change that would be (or could reasonably be expected to be) materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, management or business prospects of the Company, or to the ability of the Company to consummate timely the transactions contemplated hereby (regardless of whether or not such adverse effect or change can be or has been cured at any time or whether the Buyer has Knowledge of such effect or change on the date hereof), including any adverse change, event, development, or effect arising from or relating to (a) general business or economic conditions, including such conditions related to the business of the Company and its Subsidiaries, (b) national or international political or economic conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (c) financial, banking, credit or securities markets, (e) changes in laws, rules, regulations, orders, or other binding directives issued by any governmental entity, and (f) the taking of any action contemplated by this Agreement and the other agreements contemplated hereby.

“Most Recent Balance Sheet” means the balance sheet contained within the Most Recent Financial Statements.

“Most Recent Financial Statements” has the meaning set forth in Section 3(f) below.

“Most Recent Fiscal Month End” has the meaning set forth in Section 3(f) below.

“Most Recent Fiscal Year End” has the meaning set forth in Section 3(f) below.

“New York Litigation” means Celeste Trust Reg., Esquire Trade, et. al. v. CBQ, Inc., pending in the U.S. District Court for the Southern District of New York.

“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“Party” has the meaning set forth in the preface above.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

“Related Party Indebtedness” has the meaning set forth in Section 3(dd) below.

“SEC” means the Securities and Exchange Commission.

“SEC Documents” means any report, registration statement or any other document filed or required to be filed with the SEC.

“Securities Act” means the Securities Act of 1933.

“Security Interest” means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than (a) mechanic’s, materialmen’s, and similar liens, (b) liens for taxes not yet due and payable, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

“Series B” means the Company’s Series B Convertible Preferred Stock.

“Series B-1” means the Company’s Series B-1 Convertible Preferred Stock as described in the Amended and Restated Articles of Incorporation.

“Series C” means the Company’s Series C Convertible Preferred Stock as described in the Amended and Restated Articles of Incorporation.

 “Subsidiaries” means Capstone Industries, Inc., a Florida corporation, Black Box Innovations, L.L.C., a Florida limited liability company, and Souvenir Direct, Inc., a Florida corporation.

“Tax” or “Taxes” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code §59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

2.            Purchase and Sale .

(a)            Sale and Purchase of Shares .  On the terms and subject to the conditions of this Agreement, the Company agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Company, a number of Series C shares upon payment of the purchase price as described in Section 2(b) below. The number of Series C shares shall be 1,000 which shall be convertible into 67,979.425 shares of common stock per share of Series C or if all Series C are  converted 67,979,425 shares of common stock.

(b)            Purchase Price .  In consideration of the transfer of the Series C shares to the Buyer and the other undertakings set forth in this Agreement, the Buyer agrees to pay to the Company an amount of $700,000 in good funds on deposit (the “Purchase Price”).

(c)            Closing .   The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of HC, or other location as the Parties shall mutually agree following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the Buyer and the Company may mutually determine (the “Closing Date”).

(d)            Deliveries at Closing .   At the Closing, (i) the Company will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 3 below, (ii) the Buyer will deliver to the Company the various certificates, instruments, and documents referred to in Section 6(b) below, (iii) the Company will deliver to the Buyer a certificate evidencing its ownership in the Series C, and (iv) the Buyer will deliver to the Company the consideration specified in Section 2(b) above.

3.            Representations and Warranties of the Company .  The Company represents and warrants to the Buyer that the statements contained in this Section 3 are true, correct as of the date of this Agreement and will be true, correct and complete as of the Closing Date, except as set forth in the Disclosure Schedule, which will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.  The representations throughout this Section 3 which are made by the Company also shall apply to its Subsidiaries.

(a)                       Organization, Qualification and Corporate Power . The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida.  Except as set forth in the Section 3(a) of the Disclosure Schedule , the Company is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a Material Adverse Effect on the Company or on the ability of the Parties to consummate the transactions contemplated by this Agreement.  The Company has full corporate power and authority to carry on the businesses in which it is engaged and to use the properties owned by it.

(b)                       Subsidiaries .   Section 3(b) of the Disclosure Schedule sets forth for each Subsidiary of the Company (i) its name and jurisdiction of incorporation, (ii) the number of authorized shares for each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in treasury.  All of the issued and outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and are validly issued, fully paid, and non-assessable. The Company holds all of the outstanding shares of each, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any of its Subsidiaries to sell, transfer, or otherwise dispose of any capital stock of any of its Subsidiaries or that could require any Subsidiary of the Company to issue, sell, or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation rights, phantom stock, profit participation, or similar rights with respect to any Subsidiary. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of the Company.

(c)                       Capitalization .   Section 3(c) of the Disclosure Schedule sets forth the number of authorized and outstanding securities of the Company. Except as set forth in Schedule 3(c) of the Disclosure Schedule , all of the issued shares of capital stock of the Company have been duly authorized and are validly issued, fully paid, and nonassessable. Except as set forth in Section 3(c) of the Disclosure Schedule, there are not any outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any of the securities of the Company.  There are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities of the Company.

(d)                       Authorization of Transaction .  The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company.

(e)            Noncontravention .  Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Certificate is subject or any provision of the articles of incorporation or bylaws of the Company or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a Material Adverse Effect on the Company or on the ability of the Parties to consummate the transactions contemplated by this Agreement.  Other than the filing of a Form D with the SEC, the Company is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect with regard to the Company or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

(f)            Financial Statements .  Attached hereto as Section 3(f) of the Disclosure Schedule are the following financial statements (collectively the “Financial Statements”): (i) audited consolidated balance sheets and statements of operations, changes in stockholders’ equity, and cash flow as of and for the fiscal years ended December 31, 2008 and 2007 (with 2008 being the “Most Recent Fiscal Year End”) for the Company; and (ii) unaudited consolidated balance sheets and statements of operations, and cash flow (the “Most Recent Financial Statements”) as of and for the period ended March 31, 2009 (the “Most Recent Fiscal Month End”) for the Company. The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP throughout the periods covered thereby, present fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods, are correct and complete, and are consistent with the books and records of the Company (which books and records are correct and complete); provided , however , that the Most Recent Financial Statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes and other presentation items.

(g)            Material Changes .  Since the Most Recent Fiscal Year End and except as set forth in Section 3(g) of the Disclosure Schedule , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any Liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) Liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any  distribution of cash or other property to its directors or officers and (v) the Company has not issued any equity securities to any officer, director or Affiliate.  Except for the issuance of the shares contemplated by this Agreement or as set forth on Section 3(g) of the Disclosure Schedule , no event, Liability or development has occurred or exists with respect to the Company or their respective business, properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made.

(h)                       Undisclosed Liabilities .  Except as listed in Section 3(h) of the Disclosure Schedule , neither the Company nor its Subsidiaries has any accrued, contingent or other Liabilities of any nature, either matured or unmatured (and there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any liability), except for (i) Liabilities set forth on the face of the Most Recent Financial Statements (rather than in any notes thereto) and (ii) Liabilities which have arisen after the Most Recent Fiscal Month End in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law).

(i)                       Litigation .   Section 3(i) of the Disclosure Schedule sets forth each instance in which the Company and its Subsidiaries (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (ii) is a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency including any arbitration or mediation proceeding of any federal, state, local, or foreign jurisdiction, except where the injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing, or investigation would not have a Material Adverse Effect with regard to the Company or its Subsidiaries.

(j)                       Legal Compliance .  Except as set forth in Section 3(j) of the Disclosure Schedule , each of the Company, its Subsidiaries and their respective predecessors and Affiliates is in compliance with all applicable laws; including, ordinances, rules, regulations, judgments, orders and decrees of any governmental entity applicable to it, its properties or other assets or its business or operations , except for instances of noncompliance or possible noncompliance that individually or in the aggregate have not had and could not reasonably be expected to have a Material Adverse Effect.  The Company has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits, easements, variances, exceptions, consents, approvals, orders and rights of or with all governmental entities necessary for it to own, lease or operate its properties and assets and to carry on its business and operations as presently conducted, except for failures to have in effect such permits that individually or in the aggregate have not had and could not reasonably be expected to have a Material Adverse Effect. There has occurred no default under, or violation of, any such permit, except individually or in the aggregate as has not had and could not reasonably be expected to have a Material Adverse Effect.

(k)                  Labor Relations .  No material labor dispute exists or, to the Knowledge of the Company, is imminent with respect to any of the employees of the Company which could reasonably be expected to result in a Material Adverse Effect.  The Company’s employees are not members of a union that relates to such employee’s relationship with the Company, and the Company is not a party to a collective bargaining agreement, and the Company believes that its relationship with its employees is good.  No officer of the Company, is or is expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such officer does not subject the Company to any Liability with respect to any of the foregoing matters. The Company is in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l)                       Benefit Plans .  Except as listed in Section 3(l) of the Disclosure Schedule , neither the Company nor its Subsidiaries has adopted any employee benefit plans.

(i)           All such employee benefit plans (and each related trust, insurance contract, or fund) has been maintained, funded and administered in accordance with the terms of such employee benefit plan and the terms of any applicable collective bargaining agreement and complies in form and in operation in all respects with the applicable requirements of ERISA, the Code, and other applicable laws.

(ii)           All required reports and descriptions (including Form 5500 annual reports, summary annual reports, and summary plan descriptions) have been timely filed and/or distributed in accordance with the applicable requirements of ERISA and the Code with respect to each such employee benefit plan.

(iii)           All contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code to each such employee benefit plan and all contributions for any period ending on or before the Closing Date that are not yet due have been made to each such employee benefit plan or accrued in accordance with the past custom and practice of the Company or its Subsidiaries, as applicable.

(iv)           Each such employee benefit plan that is intended to meet the requirements of a "qualified plan" under Code Section 401(a) has received a determination from the Internal Revenue Service that such employee benefit plan is so qualified, and nothing has occurred since the date of such determination that could adversely affect the qualified status of any such employee benefit plan. All such employee benefit plans have been timely amended for all such requirements and have been submitted to the Internal Revenue Service for a favorable determination letter within the latest applicable remedial amendment period.

(v)           There have been no prohibited transactions (as defined in the Code and ERISA) with respect to any such employee benefit plan. No fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any such employee benefit plan. No action, suit, proceeding, hearing, or investigation with respect to the administration or the investment of the assets of any such employee benefit plan (other than routine claims for benefits) is pending or, to the Knowledge of the Company. The Company has no Knowledge of any Basis for any such action, suit, proceeding, hearing, or investigation.

(vi)           The Company has delivered to the Buyer correct and complete copies of the Company and its Subsidiaries plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent annual report (Form 5500, with all applicable attachments), and all related trust agreements, insurance contracts, and other funding arrangements that implement each such employee benefit plan.

(vii)           Neither the Company nor its Subsidiaries has any obligation to contribute to, or have any Liability under or with respect to, any employee benefit plan. No asset of the Company or its Subsidiaries is subject to any Lien under ERISA or the Code.

(m)            Tax Matters .  E