Exhibit 10.1


EXCHANGE AND TERMINATION AGREEMENT


          THIS EXCHANGE AND
TERMINATION AGREEMENT (“Agreement”)
made this 17th day of March 2006, to be effective as of March 15, 2006, by and among Le@P Technology, Inc., a Delaware
corporation (the “Company”), and the M. Lee Pearce 2005 Irrevocable Trust (the
“Lender”).


WITNESSETH:


          WHEREAS,
the Lender is the holder of an aggregate of $2,814,487 principal amount of the
Company’s promissory notes (individually, a “Note and collectively, the
“Notes”), which are described in more detail on Exhibit A which is attached
hereto and incorporated herein by this reference; 


          WHEREAS,
all principal and accrued interest on the Notes in the aggregate amount of
$3,141,470.56 was due and payable on March 15, 2006 (the “Maturity Date”),
except the maturity date of the Note executed on July 6, 2004 (the “July 6
Note”) is July 6, 2006 (hereinafter, all references to a Note or the Notes
shall include all principal and interest that is due on said Note or Notes as
of March 15, 2006);


          WHEREAS,
the Lender has agreed to extend the applicable Maturity Date of the Notes until
May 12, 2006 or the date on which the next Annual Shareholder Meeting of the
Company is held whichever is later (the “Closing Date”) and agrees that the
Notes will bear interest at the prime rate until the Closing Date; 


          WHEREAS,
the Company agrees to make monthly interest payments on the Notes on April 10
and May 10, 2006, with interest accruing at the prime rate;


          WHEREAS,
the Board of Directors has decided that it would be in the best interests of
the Company to convert the Notes into newly issued shares of the Company’s
Class A Common Stock (the “Shares”), at an effective conversion price of $0.10
per share (the “Exchange”) and has obtained a fairness opinion dated March 15,
2006 from Stenton Leigh Valuation Group, Inc., which confirms that this price
is fair to the Company’s shareholders; 


          WHEREAS,
as consideration for the Lender’s agreement to extend the applicable Maturity
Date of the Notes until the Closing Date and to accept the Shares as full
payment for the Notes, the Company has agreed to terminate the funding
arrangement contained in the letter dated September 30, 1999, as amended on
March 31, 2000 (collectively, the “Funding Arrangement”), copies of which
documents are attached hereto as Exhibit B and incorporated hereby by
reference;


          NOW
THEREFORE, in consideration of the premises and the
mutual covenants and promises contained in this Agreement, the receipt and
legal sufficiency of which are acknowledged and agreed to, the parties agree as
follows:


          1. Extension
of Maturity Date of the Notes.


          1.1
The Lender hereby agrees to extend the Maturity Date of the Notes until the
Closing Date. 







          1.2
The Lender waives any rights that he has to obtain interest on the Notes at the
default interest rate specified in the Notes and hereby agrees that each Note
will bear interest at the current interest rate set forth in each Note through
the Closing Date. The Company will make monthly interest payments on the Notes
on April 10, 2006 and May 10, 2006. Except for the foregoing conditions
contained in Section 1.1 and this Section 1.2, all terms and conditions of the
Notes will remain the same. 


          2. Conversion
Agreement and Termination of Funding
Arrangement.


          2.1
The Lender has agreed to exchange the indebtedness that the Company owes under
the Notes in exchange for shares of the Company’s Class A Common Stock on the
basis of one share of the Company’s Class A Common Stock (“Shares”) for each
$0.10 in principal and accrued interest due and owning pursuant to the Notes.
As of March 15, 2006, the amount due and owing under the Notes was
$3,141,470.56. At the closing, the Company agrees to issue 31,414,706 Shares in
the name of the M. Lee Pearce 2005 Irrevocable Trust (or any other name
requested by the Lender) on the Closing Date. 


          2.2
On the Closing Date, the Lender hereby agrees and acknowledges that all sums
due and owing under the Notes will be extinguished and cancelled in exchange
for the Shares. In order to evidence the cancellation of indebtedness under
each Note, on the Closing Date, the Lender agrees that it will write “PAID IN
FULL” on each original promissory note, initial such phrase and return each
original promissory note to the Company.


          2.3
As additional consideration for the Lender’s agreement to extend the Maturity
Dates of the Notes and to convert the Notes into Shares, as described in this
Agreement, the Company has agreed to terminate the Funding Arrangement. The
Company hereby agrees that all of Pearce’s obligations under the Funding
Arrangement will be terminated and extinguished effective as of the Closing
Date (collectively, the Exchange and the Termination of the Funding Agreement
shall be referred to as the “Exchange Transactions”). Neither party shall have
any further obligations to one another under the Funding Arrangement on or
after the Closing Date.


          3.
Representations,
Warranties and Agreements of the Lender. In connection with the
Company’s agreement to issue Shares pursuant to the terms of this Agreement,
the Lender hereby makes the following representations, warranties and
agreements and confirms the following understandings as of the date hereof and
will reconfirm these understandings on the Closing Date:


          3.1 The Lender is
acquiring the Shares
for its own account and for investment purposes only, within the meaning of the
Securities Act of 1933, as amended (the “Securities Act”) with no view to the
distribution thereof.


          3.2 The Lender has
had the opportunity
to ask the representatives of the Company questions about the Company’s
business and financial condition and the terms of this Agreement and has
obtained all such information as it has requested to the extent it has deemed
necessary to permit it to fully evaluate the merits and risks of its investment
in the Company. The Lender also represents that it has had access to all
material books and records of the Company and all material contracts and
documents relating to the Company and this Agreement. Further, the Lender has
consulted with its own investment and/or accounting and/or legal and/or tax
advisors as it has deemed necessary and appropriate in making its decision to acquire
the Shares.


          3.3 The Lender is
sufficiently
experienced in financial and business matters to be capable of evaluating the
merits and risks of its investment in the Company. The Lender is aware that the
purchase 







of the Shares
is a speculative investment involving a high degree of risk and that there is
no guarantee that the Lender will realize any gain from its investment, and
that the Lender could lose the total amount of its investment.


          3.4 The Lender has
evaluated the merits
and risks of the Lender’s proposed investment in the Company, and those risks
particular to the Lender’s situation, and has determined that this investment
is suitable for it. The Lender has adequate financial resources for an
investment of this character, and at this time the Lender could bear a complete
loss of its investment. 


          3.5 The Lender
understands that the
sale of the Shares is not being registered, on the basis that the issuance of
the Shares is exempt from registration under the Securities Act and rules and
regulations promulgated thereunder, as a transaction by an issuer not involving
any public offering and that reliance on such exemption is predicated, in part,
on the Lender’s representations and warranties contained in this Agreement. 


          3.6 The Lender
understands that there
are substantial restrictions on the transferability of the Shares; the Shares
will contain a restrictive legend and that it has no rights to require that the
Shares be registered under the Securities Act. Accordingly, the Lender may have
to hold the Shares for a substantial period of time and it may not be possible
for the Lender to liquidate its investment in the Company. Moreover, the Lender
will not be permitted to transfer or dispose of the Shares unless they are
registered under the Securities Act and any other applicable securities laws or
unless such transaction is exempt from registration under the Securities Act or
other securities laws and in the case of a purportedly exempt sale, the Lender
provides (at its own expense) an opinion of counsel reasonably satisfactory to
the Company that such exemption is, in fact, available. The Lender represents
that it can afford to hold the Shares for an indefinite period of time.


          3.7 The Lender
understands that no
federal or state agency has made any finding or determination as to the
fairness of the terms of an investment in the Company, nor any recommendation
or endorsement of the Shares offered hereby.


          3.8 The Lender (i)
is authorized and
qualified to become a shareholder of, and authorized to make its investment in,
the Company; (ii) has not been formed for the purpose of acquiring an interest
in the Company; and (iii) represents that the person signing this Agreement on
behalf of the Lender has been duly authorized by such entity to do so.


          4.
Representations and Warranties of the
Company.


          4.1
The Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware and has the requisite power to
own, lease and operate its business as now being conducted.


          4.2
The Company has the requisite power and authority to enter into and perform
this Agreement and to consummate the Exchange and the termination of the
Funding Arrangement. The execution, delivery and performance of this Agreement
by the Company has been duly and validly authorized by all necessary
corporation action and no further consent or authorization is required for the
Company to effect the transaction contemplated hereby. 







          4.3
After the Company amends its Certificate of Incorporation by decreasing the par
value of its Class A Common Stock, the Shares to be issued in the Exchange will
be validly issued and outstanding, fully paid and non-assessable, free of
restrictions on transfer other than those contained in the applicable state and
federal securities laws, and assuming the accuracy of the Lender’s
representations and warranties set forth in Section 3 hereof, such Shares will
have been issued in compliance with all applicable state and federal securities
laws. 


          5.
The Closing and Conditions Precedent to
the Closing.


          5.1
The closing (“Closing”) of the transactions described in this Agreement shall
take place at the executive offices of the Company on the Closing Date or at
such other time and place as agreed by the parties. At the Closing, the Lender
shall have delivered the Notes that the Lender is exchanging pursuant to the
terms of this Agreement, together with all appropriate instruments of transfer.
At the Closing, the Company will deliver the Shares to the Lender, with the
number of Shares calculated in accordance with Section 2.1 of this Agreement
and a termination agreement with respect to the Funding Arrangement. 


          5.2
The obligations of the Company to close and effect the transactions described
in the Agreement are subject to the satisfaction or waiver, at or before the
Closing Date of the conditions set forth below:


	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  The
  representations and warranties of the Lender shall be true and correct in all
  material respects as of the date when made and as of the Closing Date, as
  though made at that time, except for representations and warranties that are
  expressly made as of a particular date.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  The Lender
  shall have released and surrendered to the Company all documents evidencing
  the Notes together with all appropriate instruments of transfer and
  satisfaction.

  



The conditions
set forth in this Section 5.2 are for the Company’s sole benefit and may be waived
by the Company at any time in its sole discretion.


          5.3
The obligation of the Lender to close and effect the Exchange at the Closing is
subject to the satisfaction or waiver, at or before the Closing of the
conditions set forth below:


	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  The
  representations and warranties of the Company shall be true and correct in
  all material respects as of the date when made and as of the Closing Date, as
  though made at that time, except for representations and warranties that are
  expressly made as of a particular date.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  The Company
  shall have amended its Certificate of Incorporation to reduce the par value
  of its Class A Common Stock to $.01 per share. 

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  The Company
  shall have executed a termination of the Funding Arrangement. 

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  The Company
  shall have issued and delivered stock certificates representing 31,414,706
  shares of the Company’s Class A Common Stock in the name of the M. Lee Pearce
  2005 Irrevocable Trust (or such other name requested by the Lender). 

  











The conditions
set forth in this Section 5.3 are for the Lender’s sole benefit and may be
waived by the Lender at any time in its sole discretion 


          6. Governing
Law and Arbitration.


          6.1 This
Agreement has been entered into and shall be construed and enforced in
accordance with the laws of the State of Florida, without reference to the
choice of law principles thereof. This Agreement shall be subject to the
exclusive jurisdiction of the courts of the State of Florida located in Broward
County, Florida or the United States District Court for the Southern District
of Florida. 


          6.2
The parties to this Agreement agree that any and all causes of action or claims
arising out of or relating to this Agreement shall be governed by and construed
in accordance with the laws of the State of Florida and irrevocably and
expressly agree to submit to the jurisdiction of the courts of the State of
Florida for the purpose of resolving any and all disputes relating to this
Agreement. The parties irrevocably waive, to the fullest extent permitted by
law, any objection which they may now or hereafter have to the laying of venue
of any suit, action or proceeding arising out of or relating to this Agreement,
or any judgment or permanent or temporary injunction entered by any court in
respect hereof brought in Broward County, Florida, and further irrevocably
waive any claim that any suit, action or proceeding brought in Broward County,
Florida has been brought in an inconvenient forum.


          7. General
Provisions.


          7.1 This
Agreement and the agreements, instruments, schedules, exhibits and other
writings referred to in this Agreement, constitute the entire understanding of
the parties with respect to the subject matter of this Agreement. This
Agreement supersedes all prior agreements and understandings between the
parties with respect to its subject matter. This Agreement may be amended only
by means of a written instrument duly executed by all of the parties hereto.


          7.2
If any term, condition or provision of this Agreement shall be declared invalid
or enforceable, the remainder of this Agreement shall not be affected thereby
and shall remain in full force and effect and shall be valid and enforceable to
the fullest extent permitted by law. The preliminary recitals set forth in the
Preamble are hereby incorporated and made part of this Agreement. The exhibits
and schedules identified in this Agreement are incorporated hereby by reference
and made a part of this Agreement. 


          7.3 This Agreement
may be executed in
any number of counterparts, each of which shall be deemed to be an original and
all of which, taken together, shall constitute one and the same document. Any
facsimile copy of a manually executed original shall be deemed a manually executed
original.


[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]







          IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first written above.


THE COMPANY:


Le@P
Technology, Inc.


	
   

  	
   

  	
   

  
	
  /s/ 

  	
   Timothy Lincoln

  	
   

  
	
   

  	
  


  	
   

  
	
  Timothy
  Lincoln

  
	
  Acting
  Principal Executive Officer

  



THE LENDER:


M. Lee Pearce
2005 Irrevocable Trust


	
   

  	
   

  	
   

  
	
  /s/

  	
   Jose Valle

  	
   

  
	
  


  	
  


  	
   

  
	
  Jose Valle,
  as Trustee of the 

  
	
  M. Lee
  Pearce 2005 Irrevocable Trust

  







Exhibits to the
Exchange Agreement 



 



	Exhibit A  	
List of Notes issued by Le@p Technology, Inc. to the M. lee Pearce 2005 Irrevocable
Trust. 






	Exhibit B  	Funding
Arrangements