STOCK PURCHASE AGREEMENT



     STOCK   PURCHASE   AGREEMENT,   dated  as  of  September   26,  2005  (this

"Agreement"),  by and among  ASSET  VALUE FUND  LIMITED  PARTNERSHIP,  J. STEVEN

EMERSON and G. TYLER RUNNELS  ("Sellers");  and HALTER  CAPITAL  CORPORATION,  a

Texas corporation ("Purchaser").



                               W I T N E S S E T H



     WHEREAS,  Sellers  desire to sell to Purchaser a total of 2,293,810  shares

(the  "Shares") of the common  stock,  par value $0.01 (the  "Common  Stock") of

General Devices,  Inc., a Delaware  Corporation  (the  "Company"),  representing

63.8% of the Company's issued and outstanding  shares of the Common Stock of the

Company,  on the terms and conditions set forth in this Stock Purchase Agreement

("Agreement"), and



     WHEREAS,  Purchaser  desires to buy the Shares on the terms and  conditions

set forth herein, and



     NOW  THEREFORE,  in  consideration  of the promises and  respective  mutual

agreements herein  contained,  it is agreed by and between the parties hereto as

follows.



                                   ARTICLE 1

                         SALE AND PURCHASE OF THE SHARES



     1.1 Sale of the  Shares.  Subject  to the terms and  conditions  herein set

forth,  on the basis of the  representations,  warranties and agreements  herein

contained,  at the Closing Sellers shall sell, assign,  transfer and deliver the

Shares to Purchaser, and Purchaser will purchase the Shares from the Sellers, in

the following respective amounts:



                            Seller                           Number of Shares

                            ------                           ----------------



             Asset Value Fund Limited Partnership                1,580,971

             G. Tyler Runnels                                      147,748

             J. Steven Emerson                                     565,091

                                                           ---------------

                                                                 2,293,810



     1.2 The Closing.  The purchase and sale of the Shares (the "Closing") shall

take place at such place as Purchaser  and Sellers may  mutually  agree ten (10)

days following the mailing of the Rule 14f-1 Statement,  as set forth in Section

5.3(a),  or such later date as Purchaser and Seller may mutually  agree,  herein

referred to as the "Closing Date".



{PAGE}



     1.3  Consideration  and Payment for the Shares.  In  consideration  for the

Shares,  Purchaser  shall pay to the  Sellers a total  purchase  price  equal of

$498,199.47 (the "Purchase Price"), which shall be paid as follows:



                            Name                                  Amount

                            ----                                  ------



             Asset Value Fund Limited Partnership              $343,375.83

             G. Tyler Runnels                                    32,089.83

             J. Steven Emerson                                  122,733.81

                                                           ---------------

                                                               $498,199.47



     1.4  Conditions  to  Closing.  Purchaser's  obligation  to  close  shall be

conditional  upon the  completion to Purchaser's  satisfaction  of the following

matters:



     (a) Completion to Purchaser's satisfaction of its due diligence examination

of the books, records and properties of the Company;



     (b) Execution and delivery by G. Tyler Runnels of stock purchase agreements

pursuant to which he will  deliver and sell a total of 200,000  shares of common

stock to third-party purchasers;



     (c) The Company  being in good standing and  existence  under  Delaware law

with all franchise taxes current;



     (d) The Company shall have  unrestricted  cash on deposit in a Company bank

account of at least $53,000.00; and



     (e) As of the Closing Date, the Company shall have no  liabilities,  except

for the Assumed Liabilities.



                                   ARTICLE 2

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS



     The Sellers severally and not jointly  represent,  warrant and undertake to

the Purchaser that, except as set forth in the Disclosure Schedule:



     2.1 Transfer of Title. (a) Sellers are the record and beneficial  owners of

the  Shares,  free  and  clear  of  all  liens,  security  interests,   pledges,

encumbrances,  charges, restrictions,  demands and claims, of any kind or nature

whatsoever, whether direct or indirect or contingent, except for any restriction

on resale under federal and state securities laws.



     (b)  Agreement's  Validity.  This  Agreement  has been  duly  executed  and

delivered by Sellers and  constitutes a legal,  valid and binding  obligation of

Sellers, enforceable against Sellers in accordance with its terms, except as may

be limited by  applicable  bankruptcy,  insolvency  or  similar  laws  affecting

creditors' rights generally or the availability of equitable remedies.



     (c) No Preemptive Rights; Valid Issuance. The Shares are not subject to any

contractual  preemptive  rights,  tag-along rights, or similar rights granted by

Sellers.



                                       2



{PAGE}



     2.2 No Governmental Action Required.  Except for the filing of reports with

the  Securities  and  Exchange  Commission  ("SEC")  of the  reports  and  other

documents  set forth in Section 5.3 herein),  the  execution and delivery by the

Sellers of this Agreement does not and will not, and the consummation by Sellers

of the  transactions  contemplated  hereby will not, require any action by or in

respect  of, or filing  with,  any  governmental  body,  agency or  governmental

official.



     2.3 Compliance with Applicable Law and Corporate  Documents.  The execution

and  delivery by the Sellers of this  Agreement  does not and will not,  and the

sale by the Sellers of the Shares and the consummation of the other transactions

contemplated  by this  Agreement  do not and will not violate any  provision  of

applicable  law or regulation  or breach any  agreement,  judgment,  injunction,

order,  decree or other  instrument  binding  upon the  Sellers  or any of their

assets,  or result in the creation or imposition of any lien on any asset of the

Sellers.



     2.4 Not a Voting Trust: No Proxies.  None of the Shares are or prior to the

Closing Date will be subject to any voting trust or  agreement.  No person holds

or has the right to receive any proxy or similar  instrument with respect to the

Shares.  Except  as  provided  in this  Agreement,  no  Seller is a party to any

agreement  which offers or grants to any person the right to purchase or acquire

any of the Shares.



     2.5 Survival of Representations.  The representations and warranties herein

by the Sellers  will be true and correct in all  material  respects on and as of

the Closing  Date with the same force and effect as though said  representations

and  warranties had been made on and as of the Closing Date and will survive the

Closing Date as provided in Section 7.3(b).



     2.6  Brokers.  No broker,  finder or  investment  banker is entitled to any

brokerage,  finder's or other fee or  commission  payable  Sellers in connection

with the transactions contemplated by this Agreement.



                                   ARTICLE 3

           REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY



     Seller Asset Value Fund Limited Partnership  ("AVF")  represents,  warrants

and  undertakes to the  Purchaser  that,  except as set forth on the  Disclosure

Schedule:



     3.1 Due Organization.  The Company is a corporation duly organized, validly

existing and in good standing  under the laws of the State of Delaware with full

power and authority to own, lease,  use, and operate its properties and to carry

on its business as and where now owned,  leased,  used,  operated and conducted.

The  Company  has one  subsidiary,  GD Merger Sub,  Inc.,  an inactive  Delaware

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