Exhibit
      10.1 

    Debt
      Conversion Agreement - Restricted Stock

    


    DEBT
      CONVERSION AGREEMENT

    


    THIS
      DEBT
      CONVERSION AGREEMENT (the “Agreement”) is made this 6th
      day of
      April, 2006, by and between the individuals set forth in Exhibit
      A
      attached
      hereto (individually the “Holder”, collectively the “Holders”) and APO Health,
      Inc., a Nevada corporation having its principle offices located at 3590
      Oceanside Road, Oceanside, New York 11575 (the “Company”).

    


    B
      A C K G
      R O U N D:

    


    WHEREAS,
      the Holder has provided services to the Company and the Company is indebted
      to
      the Holder for said services in the amount set forth in Exhibit
      A
      attached
      hereto (“Debt”);

    


    WHEREAS
      the Company has requested that the Holder convert their Debt into shares of
      common stock (“Common Stock”) of the Company as set forth herein;
      and

    


    WHEREAS,
      the Holder and the Company desire to set forth in this Agreement all of the
      terms and provisions that shall govern their understanding and commitments
      to
      consummate the conversion transaction.

    


    NOW,
      THEREFORE, in consideration of the premises and mutual covenants and agreements
      of the parties hereinafter set forth, the parties hereby agree as
      follows:

    


    1. Acknowledgment
      of Debt.
      The
      Company and Holder acknowledge that the Company is indebted to Holder in the
      amount set forth in Exhibit
      A
      attached
      hereto (the “Debt”).

    


    2. Agreement
      to Convert.
      Holder
      hereby agrees to convert the Debt into shares of the Company's Common Stock
      at
      the conversion rate of one (1) share of Common Stock for every $0.004 dollars
      of
      Debt (with any fractional amount rounded to the nearest whole, and; the Company
      hereby agrees to issue the shares of its Common Stock to the Holder to convert
      the Debt into that number of shares of its Common Stock as set forth in
Exhibit
      A
      attached
      hereto. The Company hereby further agrees to issue a certificate representing
      the shares of its Common Stock in the name of Holder as soon as practicable
      following the execution and delivery of this Agreement.

    


    3. Investment
      Representation.
      Holder
      hereby represents that he shall receive and hold the shares of Common Stock
      issued to him under the terms of this Agreement as an investment and that he
      has
      no present intention to sell or transfer the shares of Common Stock, that the
      shares of Common Stock are deemed “restricted securities” as defined under Rule
      144 promulgated under the Securities Act of 1933, as amended (the “1933 Act”),
      may not be sold or transferred except pursuant to the registration requirements
      of the 1933 Act or exemptions therefrom and that the certificate or certificates
      delivered to Holder representing the shares of Common Stock shall bear the
      appropriate restrictive legend designating such shares as restricted
      securities.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. Issuance
      Representation.
      The
      Company hereby represents: that the shares of Common Stock have been duly
      created and authorized by the Company's Board of Directors in compliance with
      the General Corporation Law of the State of Nevada; and; that when issued,
      the
      shares of Common Stock shall be validly issued, fully paid and
      non-assessable.

    


    5. Entire
      Agreement; Governing Law.
      This
      Agreement represents the complete understanding between Holder and the Company
      with respect to the subject matter identified herein and supersedes any and
      all
      previous contracts, agreements or understandings between the parties, whether
      oral or written, and; the parties agree that this Agreement shall be governed
      by
      the laws of the State of Nevada.

    


    6. Legal
      Representation.
      Each of
      the Company and Holder has relied upon the legal advice of their own counsel
      in
      the review, preparation, execution and delivery of this Agreement and each
      shall
      bear their own costs and expenses in connection therewith.

     

     

    IN
      WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
      as of the day, month and year first above written.

     

    
      
        	APO Health, Inc.	 	 	Holder
	 	 	 	 	 
	 	 	 	 	 
	By:	Dr.
                Jan Stahl 	 	 	
                /s/
                  Jeffrey Pearlman

              
	 	
                
Dr.
                Jan Stahl 	 	 	
                

                Jeffrey
                  Pearlman

              
	 	CEO	 	 	 
	 	 	 	 	
                /s/
                  Louis Fox

              
	 	 	 	 	
                
Louis
                Fox
	 	 	 	 	 
	 	 	 	 	
                /s/
                  David Loewenstein

              
	 	 	 	 	
                
David
                Loewenstein
	 	 	 	 	 
	 	 	 	 	
                /s/
                  Joel Fallitz

              
	 	 	 	 	
                
Joel
                Fallitz
	 	 	 	 	 
	 	 	 	 	
                /s/
                  Ken Leventhal

              
	 	 	 	 	
                
Ken
                Leventhal