STOCK PURCHASE AGREEMENT



     THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made effective the 31st

day of August,  2006 by and between Evans  Systems,  Inc., a Texas  corporation,

(the "Company") and Homeland  Integrated  Security  Systems,  a corporation (the

"Purchaser").



                                    RECITALS



     WHEREAS,  the Purchaser desires to purchase certain shares of the Company's

Common Stock on the terms and conditions set forth herein; and



     WHEREAS,  the Company  desires to issue and sell shares of the Common Stock

to the Purchaser on the terms and conditions set forth herein.



                                    AGREEMENT



     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual

promises hereinafter set forth, and, other good and valuable consideration,  the

parties hereto agree as follows:



1. Authorization, Sale and Issuance of Shares



     1.1  Authorization  On the Closing  (as defined in Section 2.1 below),  the

Company shall authorize the issuance and shall issue 40,000,000 shares of Common

Stock  (the  "Shares")  par value  $0.01 per share to the  Purchaser  at a total

purchase price of $500,000 (the "Purchase Price").



     1.2 Sale and  Issuance  of the Shares  Subject to the terms and  conditions

hereof the Company  shall sell and  Purchaser  shall  purchase the Shares at the

Closing, as defined below.





2. Closing



     2.1  Closing:  The  closing of the  purchase  and sale of the  Shares  (the

"Closing")  shall be held at the offices of the Purchaser on or before 5:00 P.M.

EST on September 1, 2006, or at such other time and place as the Company and the

Purchaser may agree in writing (the "Closing").



     2.2 Payment:  At the Closing,  the Purchaser  will deliver to the Company a

total of $500,000 to be paid in the following manner:



     A. $290,000 previously deposited with Tristate Title and Escrow; and



     B. $210,000  payable to Tristate Title and Escrow in five (5) equal monthly

     installments  of  $35,000  commencing  September  11,  2006 and  ending  on

     February 11, 2007.



     2.3 Delivery: Subject to the terms of this Agreement, within three (3) days

of the  Closing the  Company  will  deliver to the  Purchaser  the  certificates

representing the Shares to be purchased by the Purchaser from the Company.









                                       1

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3.  Representations  and Warranties of the Company The Company hereby represents

and warrants to the Purchaser as of the Closing date as follows:



     3.1 Organization and Standing:  Articles and Bylaws The Company is and will

be a corporation duly organized,  validly  existing,  and in good standing under

the laws of the State of Texas and will have all requisite  corporate  power and

authority to carry on its business as proposed to be conducted.



     3.2  Corporate  Power The Company will have at the Closing,  all  requisite

corporate  power to enter into this  Agreement and to sell and issue the Shares.

This Agreement  shall  constitute a valid and binding  obligation of the Company

enforceable in accordance with its respective  terms,  except as the same may be

limited  by  bankruptcy,  insolvency,  moratorium,  and  other  laws of  general

application affecting the enforcement of creditors' rights.



     3.3   Capitalization  The  authorized  capital  stock  of  the  Company  is

300,000,000  shares of Common  Stock,  par value  $0.00001 per share,  of which,

1,446,183 are issued and  outstanding.  All such issued and  outstanding  shares

have been duly authorized and validly issued, are fully paid and non-assessable.



     3.4 Authorization



     (a)  Corporate  Action  All  corporate  action  on the part of the  Company

     necessary for the authorization,  execution and delivery of this Agreement,

     the sale and issuance of the Shares and the  performance  of the  Company's

     obligations  hereunder  will be taken prior to the Closing.  This Agreement

     constitutes  a  valid  and  legally  binding  obligation  of  the  Company,

     enforceable in accordance with its terms.





     (b)  Valid  Issuance  The  Shares,  when  issued  in  compliance  with  the

     provisions of this Agreement will be duly authorized, validly issued, fully

     paid  and  non-assessable,  and will be free of any  liens or  encumbrances

     caused or created by the Company;  provided,  however, that all such shares

     may be  subject  to  restrictions  on  transfer  under  state  and  federal

     securities  laws as set  forth  herein,  and as may be  required  by future

     changes in such laws.



     (c) No Preemptive Rights Except as provided herein, no person currently has

     or will  have any  right of  first  refusal  or any  preemptive  rights  in

     connection  with the  issuance  of the  Shares,  or any future  issuance of

     securities by the Company.



     3.5 Compliance with Other  Instruments The Company will not be in violation

of any term of the  Company's  Articles  or Bylaws,  nor will the  Company be in

violation  of or in  default  in any  material  respect  under  the terms of any

mortgage, indenture, contract, agreement,  instrument,  judgment, or decree, the

violation  of which  would have a material  adverse  effect on the  Company as a

whole,  and to the  knowledge of the Company,  is not in violation of any order,

statute,  rule, or regulation  applicable to the Company, the violation of which

would have a material adverse effect on the Company. The execution, delivery and

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