STOCK PURCHASE AGREEMENT

THIS AGREEMENT (this "Agreement") is made and entered into as of January 25 , 2005, by and among IFT CORPORATION , a Delaware corporation (the "Purchaser"), LAPOLLA INDUSTRIES, INC. , an Arizona corporation (the "Company"), and BILLI JO HAGAN, AS TRUSTEE OF THE BILLI JO HAGAN TRUST, DATED OCTOBER 6, 2003  (the "Shareholder").

A.     The Shareholder owns all of the outstanding capital stock (the "Shares") of the Company.

B.     This Agreement contemplates a transaction in which the Purchaser will purchase from the Shareholder, and the Shareholder will sell to the Purchaser, all of the outstanding capital stock of the Company in return for cash and shares of the Purchaser.

NOW, THEREFORE , the parties agree as follows:

1.     Sale and Purchase of the Shares .

1.1.     Transfer of the Shares .   The Shareholder agrees to sell the Shares to the Purchaser, free and clear of all security interests, pledges, liens, mortgages, title restrictions, charges and other encumbrances of any kind (collectively, "Liens"). The Purchaser agrees to purchase and accept the Shares from the Shareholder.

1.2.     Consideration for the Shares .   The consideration for the Shares (the "Purchase Price") shall be Two Million and No/Dollars ($2,000,000.00), plus shares of the Purchaser, payable by Purchaser as follows:

(a)     Deposit . Immediately upon the execution of this Agreement, Purchaser shall pay to the Shareholder Two Hundred Thousand and No/100 Dollars ($200,000.00) in cash, by cashier's check or by other immediately available funds (the "Deposit"), which shall be deposited in the client trust account of Bade & Baskin PLC and held, administered and distributed in accordance with this Agreement.

(b)     Cash at Closing . On or before the Closing Date, Purchaser shall deliver to the Shareholder, One Million Eight Hundred Thousand and No/100 Dollars ($1,800,000.00) by wire transfer of immediately available funds to such account or accounts in the United States as the Shareholder shall designate in writing at least three business days prior to the Closing, receipt of which shall be confirmed in writing by the Shareholder at the Closing. Upon the Closing, the Deposit shall also be released to the Shareholder.

(c)     IFT Shares . On or before the Closing Date, Purchaser shall issue thirty-four (34) shares of IFT Corporation restricted common stock to the Shareholder.

(d)     Closing Statement . On the Closing Date, the Shareholder will deliver to the Purchaser a written statement (the "Closing Statement") setting forth the following: (i) Base Balance Sheet Receivables, (ii) Base Balance Sheet Payables, (iii) Base Balance Sheet Receivables/Payables Difference, (iv) Closing Date Receivables, (v) Closing Date Payables, (vi) Closing Date Receivables/Payable Difference, and (vii) Receivables/Payables Adjustment. If the Receivables/Payables Adjustment is a negative number, then any such sum shall be due and owing to Purchaser as a downward adjustment to the Purchase Price. If the Receivables/Payables Adjustment is a positive number, then such number shall serve as a deductible for any indemnification claims payable by the Shareholder in accordance with Section 10.5.

The following defined terms used in Section 1.2(d) have the meanings set forth below:

"Base Balance Sheet Payables" means all current accounts payable of the Company contained on the balance sheet as of October 31, 2004.

"Base Balance Sheet Receivables" means all accounts receivable of the Company contained on the balance sheet as of October 31, 2004.

"Base Balance Sheet Receivables/Payables Difference" means the difference obtained by subtracting the Base Balance Sheet Payables from the Base Balance Sheet Receivables.

"Closing Date Payables" means all current accounts payable of the Company contained on the trial balance sheet as of the Closing Date.

"Closing Date Receivables" means all accounts receivable of the Company contained on the trial balance sheet as of the Closing Date.

"Closing Date Receivables/Payables Difference" means the difference obtained by subtracting the Closing Date Payables from the Closing Date Receivables.

"Receivables/Payables Adjustment" means the difference obtained by subtracting the Base Balance Sheet Receivables/Payables Difference from the Closing Date Receivables/Payables Difference.

1.3.     Further Assurances .   The Shareholder agrees to execute and deliver from time to time after the Closing, at the request of the Purchaser, and without further consideration, such additional instruments of conveyance and transfer, and to take such other action as the Purchaser may reasonably require more effectively to convey, assign, transfer and deliver the Shares to the Purchaser and carry out the other transactions contemplated hereunder.

2.     The Closing .

2.1.     Time and Place .   The closing of the transactions contemplated under this Agreement (the "Closing") shall occur at the offices of Bade & Baskin, PLC, at 10:00 a.m. on February 18, 2005, or at such other date, time or place as may be mutually agreed upon by the parties, but in no event later than February 28, 2005 (the "Outside Closing Date"), subject to Section 11.2. The date and time of the Closing is herein called the "Closing Date" and shall be deemed to have occurred as of the commencement of business on the Closing Date. At the Closing, the Shareholder shall deliver all certificates representing the Shares, duly endorsed or accompanied by duly executed stock powers, against payment by the Purchaser of the Purchase Price therefor. All action to be taken at the Closing as hereinafter set forth, and all documents and instruments executed and delivered, and all payments made with respect thereto, shall be considered to have been taken, delivered or made simultaneously, and no such action or delivery or payment shall be considered as complete until all action incident to the Closing has been completed.

2.2.     Related Transactions .   In addition to the purchase and sale of the Shares, the following transactions shall take place at or prior to the Closing:

(a)     The Shareholder or the Shareholder's nominee ("Landlord") and the Company shall each execute and deliver to each other a Lease Agreement (the "Lease") to be dated as of the Closing Date in substantially the form of Exhibit A hereto; and

(b)     The Company will transfer to the Shareholder the assets set forth on Schedule 2.2(b) attached hereto (the "Retained Assets") and the Shareholder shall satisfy or assume the related obligations.

(c)     All notes payable to officers and shareholders shall be satisfied or cancelled by the Company or the Shareholder on or prior to the Closing Date.

3.     Representations and Warranties of the Shareholder .   The Shareholder represents and warrants to the Purchaser that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3).

3.1.     Title to the Shares .   The Shareholder has good and marketable title to the Shares, free and clear of any and all Liens, and the Shareholder has the absolute and unrestricted right, power, authority and capacity to sell the Shares to the Purchaser as provided in this Agreement. Upon delivery of the Shares to the Purchaser, against payment therefor as provided in Section 1.2, the Purchaser will receive from the Shareholder good and marketable title thereto, free and clear of any and all Liens.

3.2.     Organization and Existence .   The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona, and has all requisite corporate power to enter into and perform its obligations under this Agreement and to carry on its business as now conducted.

3.3.     Capitalization .   The authorized capital stock of the Company consists of 100,000 shares of Common Stock, of which 9,156 shares are validly issued and outstanding and owned by the Shareholder, fully paid and nonassessable and not issued in violation of the preemptive rights of any person. The Company does not have any outstanding subscriptions, options, warrants, or other agreements or commitments obligating it to issue any shares of its capital stock. From the date hereof through the Closing Date, the Shareholder will not, and will not cause or permit the Company to, issue or enter into any subscriptions, options, agreements or other commitments in respect of the issuance, transfer, sale or encumbrance of any shares of capital stock of the Company.

3.4.     Subsidiaries .   The Company has no subsidiaries or any investment or ownership interest in any corporation, joint venture or other business enterprise.

3.5.     Financial Information .   The Shareholder has delivered to the Purchaser (i) the unaudited balance sheet of the Company as at October 31, 2004 (the "Base Balance Sheet"), and the related unaudited income statement of the Company for the twelve-month period then ended, and (ii) the unaudited income statements of the Company as at October 31, 2003 and October 31, 2002 for the respective twelve-month periods of operations then ended. The Shareholder will use its best efforts and due diligence to deliver to the Purchaser (a) an audited balance sheet of the Company as at October 31, 2004 (the "Audited Balance Sheet") and the related statement of income and retained earnings and cash flows for the fiscal year then ended, together with the report thereon of an independent certified public accountant, and (b) an unaudited balance sheet of the Company as at January 31, 2005 and the related unaudited statement of income, changes in stockholders' equity, and cash flow for the three months then ended (the "Interim Financial Statements"). All such financial statements will be true and correct, will be prepared in accordance with the books and records of the Company, and will present fairly the financial positions of the Company at the dates indicated and the results of its operations for the periods then ended.

3.6.     Absence of Certain Changes or Events .  The Company has since the date of the Base Balance Sheet, conducted its business and affairs only in the ordinary and usual course consistent with past practice. Other than matters of general knowledge in the public domain, the Shareholder is not aware of any event, fact or condition that has occurred or could reasonably be expected to occur that has resulted in, or is reasonably likely to result, in a material adverse change in the Company, the Company's assets, or the Company's operating results.

3.7.     Contracts .  The Company is not a party to, nor are the Company or its assets bound by:

(a)     any Contract that will continue after the Closing Date relating to the borrowing of money or any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for deposit or collection in the ordinary course of business);

(b)     any Contract limiting the freedom of the Company, or the Purchaser or any affiliate of the Purchaser following the Closing, to engage in any line of business, to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any asset or to compete with any Person or to engage in any business or activity in any geographic area;

(c)     any purchase Contract or series of related purchase Contracts which is in excess of the normal, ordinary and usual requirements of the Business, or at any excessive price;

(d)     any non-competition Contract or other Contract that contains any severance or termination pay liabilities or obligations;

(e)     any collective bargaining or union Contract; or

(f)     any partnership or joint venture Contract.

3.8.     Litigation .  There is not currently, and to the best knowledge of the Shareholder there has not been since the date of the Base Balance Sheet, any claim, action, suit, proceeding, inquiry or investigation (a "Claim") pending or, to the best knowledge of the Shareholder, threatened, by or against the Company or any affiliate, director, officer, or key employee of Company, or with respect to the transactions contemplated hereby, at law or in equity or before or by any Governmental Authority or arbitrator, which has had or could have a material adverse affect on the Company or the Company's assets, and, to the best knowledge of the Shareholder, there is no valid basis for any such Claim. The Company is not subject to any Governmental Requirements or, to the best knowledge of the Shareholder, any proposed Governmental Requirements, which has had or could have a material adverse affect on the Company or the Company's assets or on the Company's ability to acquire any property or conduct its business in any area.

3.9.     Assets .  The Company is the sole owner of the assets which it purports to own, and has good and marketable title to such assets, free and clear of any Liens. The Company's assets are in good operating condition and repair, subject to ordinary wear and tear, and are sufficient to conduct the business as it is currently conducted by the Company. No Claim is pending or, to the best knowledge of the Shareholder, threatened, which has affected or could affect the use of the Company's assets by the Purchaser. Neither the whole nor any portion of the Company's assets is subject to any governmental decree or order of which the Shareholder or the Company have received notice, or is being condemned, expropriated or otherwise taken by any domestic or foreign public authority with or without payment of compensation therefor, nor to the best knowledge of the Shareholder has any such condemnation, expropriation or taking been proposed.

3.10.     Environmental Matters .  The Company and the Company's assets are and have been operated and maintained in compliance with all Governmental Requirements relating to environmental protection ("Environmental Laws"); no event has occurred which, with or without the passage of time or the giving of notice, or both, would constitute a non-compliance with or violation of any Environmental Law. There are no Claims pending or, to the best knowledge of the Shareholder, threatened against the Company (i) alleging non-compliance with any Environmental Law or permit required to be obtained pursuant to the Environmental Laws or any condition thereof or any governmental directive issued under the Environmental Laws; (ii) demanding damages based upon alleged personal injury, property damage or natural resources damage arising from a disposal, discharge or release of solid wastes, pollutants or hazardous substances or exposure thereto; or (iii) demanding removal of or remedial or corrective action with respect to solid or hazardous wastes, pollutants or hazardous substances. All references in this Section 3.10 to the Company include all predecessors thereto and all persons or entities the liabilities of which the Company may have succeeded to contractually or pursuant to or under any Governmental Requirements.

3.11.     Compliance with Laws .  To the best of the Shareholder's knowledge, the Company is in compliance with, and the Company has conducted and is conducting the Business and using its assets in compliance with, all Governmental Requirements, and neither the Shareholder nor the Company have received any notice that the Company is in breach of any thereof. The Company has not entered into any Contract with, had any disputes with, and to the best knowledge of the Shareholder, has not been subject to any investigation by any Governmental Authority, or any investigation by any other Person.

3.13.     Brokers and Finders .  Neither the Shareholder, the Company nor any of its officers, directors, employees or affiliates have employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders' fees in connection with the transactions contemplated by this Agreement, except where such employment or incurrence will not result in any obligation to the Purchaser.

3.14.     Tax Matters .

(a)     All returns (including, without limitation, income, franchise, sales and use, unemployment compensation, excise, severance, property, gross receipts, profits, payroll and withholding tax returns and information returns) and reports (all such returns and reports are herein referred to collectively as "Tax Returns" or singularly as a "Tax Return") of or relating to any United States, state or local tax, assessment, levy, impost, duty, withholding or other similar governmental charge (all, together with any penalties, additions to tax, fines, interest and similar charges thereon or related thereto, herein referred to collectively as "Taxes" or singularly as a "Tax") that are required to be filed on or before the date hereof for, by or on behalf of or with respect to the Company or the Company's assets have been timely filed with the appropriate Governmental Authority. All Taxes required to be paid by the Company on or before the date hereof have been paid in full.

(b)     All Tax Returns and the information and data contained therein have been properly and accurately compiled and completed, fairly present the information purported to be shown therein, and reflect all liabilities for Taxes for the periods covered by such Tax Returns. Neither the Internal Revenue Service, nor any other taxing authority is now asserting against the Company, with respect to any Tax, any adjustment, deficiency or claim for additional Taxes, nor are there or have there been any such discussions with or without notice from any such taxing authorities with respect thereto nor, to the best knowledge of the Shareholder, is there any basis therefor. There are no outstanding waivers extending the statutory period of limitation applicable to any assessment or audit or any Tax or Tax Return of the Company.

(c)     The Shareholder will make available to the Purchaser all corporate Tax Returns filed by the Company for the three most recent fiscal years.

3.15.     Customers and Suppliers .  Schedule 3.15 sets forth a complete and correct list of the Company's sales to date and the Company's current customers. There has not been any adverse change and there are no facts known to the Shareholder which may reasonably be expected to indicate that any adverse change may occur in the business relationship with any customer or supplier, and the Company is not engaged in any dispute with any of its customers or suppliers.

3.16.     Accounts Receivable .     Schedule 3.16 sets forth a complete and correct list of the Company's Receivables, including an aging thereof, as of the execution of this Agreement. All Receivables will be valid and legally enforceable obligations of the account parties and are not subject to any claim of offset or deduction against the Company. All such Receivables arose in the ordinary course of business for goods or services delivered or rendered in bona fide arms' length transactions.

3.17.     Accounts Payable .   Schedule 3.17 sets forth a complete and current list of the Company's accounts payable, including an aging thereof, as of the execution of this Agreement. All such payables arose in the ordinary course of business for goods or services delivered or rendered in bona fide arms' length transactions.

3.18.     Inventory .    Schedule 3.18 sets forth a complete and current list of the Company's inventory, as of the execution of this Agreement. The inventories on such schedule and all inventories of the Company on the Closing Date (the "Closing Date Inventories") will be, saleable or usable in the ordinary course of business of the Company at usual and customary prices, subject to normal returns and markdowns consistent with past practice.

3.19.     Warranties .    To the best of the Shareholder's knowledge, Schedule 3.19 sets forth a complete and current list of all product warranties issued by the Company as of the execution of this Agreement. All such warranties arose in the ordinary course of business for goods or services delivered or rendered in bona fide arms' length transactions.

3.20.     Improper Payments .   Neither the Shareholder(s), nor any director, officer, agent, employee or other person acting on behalf of the Company, have made or received any illegal or improper payments to, or provided any illegal or improper benefit or inducement for, any governmental official, supplier, customer or other Person, in an attempt to influence any such person to take or to refrain from taking any action relating to the Business.

3.21.     Disclosure .   No representation or warranty by the Shareholder in this Agreement and no statement contained in the Schedules or any certificates delivered in connection herewith contains or will contain any untrue statement of material fact, or omit to state a material fact necessary to make the statements contained herein and therein not misleading. There is no fact which materially and adversely affects the Company or the Company's assets which has not been disclosed in this Agreement or the Schedules hereto. All copies of Contracts and other documents made available to the Purchaser or any of its representatives pursuant hereto are true and complete.

4.     Representations and Warranties of the Purchaser .    The Purchaser represents and warrants to and agrees with the Company and the Shareholder that:

4.1.     Organization of Purchaser .   The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

4.2.     Authority .   The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by the board of directors of the Purchaser, and no other corporate act or proceeding on the part of the Purchaser is necessary to approve the execution and delivery of this Agreement, the performance of the Purchaser's obligations hereunder or the consummation of the transactions contemplated hereby.

4.3.     Execution and Binding Effect .  This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes the legal, valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms.

4.4.     No Violation; Consents and Approvals .   Neither the execution and delivery of this Agreement by the Purchaser, the performance of the Purchaser's obligations hereunder, and the consummation of the transactions contemplated hereby, do not and will not (a) conflict with, violate or result in any breach of or constitute a default under any term or provision of the Purchaser's Certificate of Incorporation or Bylaws, (