Stock Purchase Agreement


    Exhibit
      10.1

     

    STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT (the
      "Agreement")
      is dated
      as of March 08, 2006, by and between The Vantage Group Ltd, a Delaware
      corporation (the "Buyer"),
      and
      Life-Exchange, Inc., a Nevada corporation (the "Company").

    


    Recitals:

    


    WHEREAS,
      the parties have reached an agreement pursuant to which the Buyer shall
purchase,
      and the Company shall issue and sell to the Buyer, 30 million shares of the
      Company's common
      stock, par value $.001 per share (the "Buyer's Stock"),
      resulting in Buyer holding, upon
      execution of this Agreement, inclusive of shares owned by Buyer prior to the
      execution of this Agreement, such number of shares equal to 24.97% of the
      Company's issued and outstanding common stock.

    


    Agreement:

    


    NOW,
      THEREFORE, in
      consideration of the mutual premises herein set forth and certain other good
      and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:

    


    1.
      ISSUANCE
      OF SHARES AND RELATED TRANSACTIONS.

    


    1.1.
      Issuance
      of Shares.
      At
      Closing (as defined below), subject to the terms, restrictions and conditions
      of
      this Agreement, the Buyer shall acquire, and the Company shall sell, issue
      and
      deliver to the Buyer, 30 million shares of its common stock (the "Common
      Shares") in such amount that upon execution of this Agreement, inclusive of
      shares owned by Buyer prior to the execution of this Agreement, such number
      of
      shares equal to 24.97% of the Company's issued and outstanding common stock
      (the
"Buyer's
      Stock")
      on a
      fully-diluted basis (after taking into account all securities exercisable or
      convertible into Common Shares). All Common Shares to be issued hereunder shall
      be free and clear of all liens, claims, pledges, mortgages,
      restrictions, obligations, security interests and encumbrances of any kind,
      nature and
      description (collectively, "Encumbrances").

    


    1.2.
      Purchase
      Price.
      The
      purchase price (the "Purchase
      Price")
      for the
      Buyer's Stock shall be equal to $500,000.00, which Purchase Price shall be
      comprised of (i) $400,000 in cash, $180,000 of which prior receipt is hereby
      acknowledged by the Company, and (ii) the waiver of $100,000 in consulting
      fees
      due and payable to Buyer by the Company. The remaining cash portion of the
      Purchase Price shall be paid to the Company on the Closing Date.

    


    1.3.
      Closing. The parties to this Agreement shall consummate the transactions
      contemplated by this Agreement at a closing (the "Closing")
      to be
      held no later than March 15, 2006. The date of Closing is referred to herein
      as
      the "Closing
      Date."
      The
      Closing shall take place at the offices of counsel to the Buyer, or at such
      other place as may be mutually agreed upon by the Buyer and the Company. At
      the
      Closing, the Company shall deliver to the Buyer certificates representing the
      Buyer's Stock.

     

    
      
        
        

      

      
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    2.
      ADDITIONAL
      AGREEMENTS.

    


    2.1.
      Anti-Dilution Rights. If the Company elects to issue additional shares of
common stock
      ("Additional Equity") during the twenty-four (24) month
      period immediately
      following the date hereof, the Company shall provide written notice, in the
      form
      of which is attached hereto
      as Schedule
      2.1 (a
      "Section
      2.1 Notice")
      of
      such issuance to Buyer at least thirty
      days
      prior to the proposed issuance date, and the Buyer shall have the right, but
      not
      the obligation, to purchase, at a purchase price of $0.001 per share,
not
      adjusted
      for stock splits and combinations,
      stock dividends and the like, a number of shares
      of
      Common Stock
      that results in the
      Buyer
      maintaining the same percentage ownership it has on the date immediately prior
      to the
      date the
      Company issues Additional Equity during the twenty-four (24) month period
      immediately following the date hereof up to a maximum position equal to 24.97%
      of the Company's issued and outstanding common stock. To exercise its rights
      under this Section 2.1 the Buyer shall deliver delivering written notice
      to
the
      Company of its election to purchase
      Company
      Common Stock within fifteen (15) days of receipt of the Section 2.1 Notice.
      A
delivery
      of such a written notice by the Buyer shall constitute a binding agreement
      of
      such Buyer
      to
      purchase the number of shares determined above.

    


    2.2.
      Access
      and Inspection, Etc.
      The
      Company shall allow the Buyer and its authorized representatives full access
      during normal business hours from and after the date hereof
      and prior to the Closing Date to all of the properties, books, contracts,
      commitments and
      records
      of the Company for the purpose of making such investigations as the Buyer may
      reasonably
      request in connection with the transactions contemplated
      hereby, and shall
      cause
      the
      Company
      to furnish Buyer such information concerning its affairs as Buyer may reasonably
      request. The Company has caused and shall cause its personnel to assist the
      Buyer in making such
      investigation and shall use their best efforts to cause the
      counsel,
      accountants, engineers and other
      non-employee representatives of the Company to be reasonably available to Buyer
      for such
      purposes.

    


    2.3.
      Public
      Announcements.
      The
      parties will consult with each other before issuing any press releases or
      otherwise making any public statement with respect to this Agreement
      or any of the transactions contemplated hereby and no party will issue any
      such
      press
      release
      or make any such public statement without the prior written consent of the
      other
      parties, except as may be required by law or by the rules and regulations of
      any
      governmental authority or securities exchange.

    


    2.4.
      Best
      Efforts.
      Subject
      to the terms and conditions provided in this Agreement, each of the parties
      shall use its best efforts in good faith to take or cause to be taken as
      promptly as practicable all reasonable actions that are within its power to
      cause to be fulfilled those
      conditions precedent to its obligations or the obligations of the other parties
      to consummate
      the
      transactions contemplated by this Agreement that are dependent upon its
      actions.

    


    2.5.
      Further
      Assurances.
      The
      parties shall deliver any and all other instruments or documents required to
      be
      delivered pursuant to, or necessary or proper in order to give effect to, the
      provisions of this Agreement, including, without limitation, to issue the
      Buyer's Stock and to consummate the transactions contemplated by this
      Agreement.


     

    
      
        
        

      

      
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    3.
      REPRESENTATIONS
      AND WARRANTIES OF BUYER.

    


    To
      induce
      the Company to enter into this Agreement and to consummate the transactions
      contemplated hereby, the Buyer represents and warrants to and covenants with
      the
      Company as follows:

    


    3.1. Securities
      Laws.

    


    (a)
      The
Buyer
      is
      purchasing the Common Shares for investment purposes and not with a view to
      the
      sale or distribution, by public or private sale or other disposition, and the
      Buyer has no present intention of selling, granting any participation in or
      otherwise distributing or disposing of any of the Common Shares.

    


    (b)
      Investment Representations.
      The
      Buyer has been offered the opportunity to ask questions of, and receive answers
      from the Company's management, and the Buyer has been given full and complete
      access to all available information and data relating to the business and assets
      of the Company and has obtained such additional information about the Company
      as
      the Buyer has deemed necessary in order to evaluate the opportunities, both
      financial and otherwise, with respect to the Company and, except as set forth
      herein, has not relied on any representation, warranty or other statement
      concerning the Company and its evaluation of the decision to consummate the
      transactions contemplated herein. In its judgment, the Buyer is sufficiently
      familiar with the Company to enable the Buyer to proceed with the transactions
      contemplated hereby.

    


    (c)
      The
      Buyer is an "accredited investor," as such term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act of 1933, as amended (the
      "Securities
      Act").

     

    (d)
      The
      Buyer is a sophisticated investor familiar with the type of risks inherent in
      the acquisition of securities such as the shares of the Company and the Buyer's
      financial position is such that the Buyer can afford to retain its
      shares
      of
      Company Common Shares for an indefinite period of time without realizing any
      direct or indirect cash return on its investment.

    


    4. COVENANTS.

    


    4.1.
      Confidentiality.
      Buyer
      hereby acknowledges that unauthorized disclosure of information regarding the
      offering of the Shares pursuant to this Agreement may cause the Company to
      violate Regulation FD and Buyer agrees to keep such information confidential.
      The Company shall not publicly disclose the name of Buyer, or include the name
      of Buyer in any filing with the Commission or any regulatory agency or trading
      market, without the prior written consent of Buyer, except (i) as required
      by
      the federal securities laws and in connection with the registration statement
      contemplated by this Agreement and (ii) to the extent such disclosure is
      required by law or trading market regulations.

    


    
      
        
        

      

      
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    4.2.
      Restrictions
      on Transfer
      INVESTORS, jointly and severally, make the following representations and
      warranties to ISSUER, each and all of which shall survive the execution and
      delivery of this Agreement and Closing hereunder:

    


    i.
      The
      Shares being issued pursuant to this Agreement may not be sold, pledged,
      assigned, hypothecated or otherwise transferred, with or without consideration,
      only pursuant to an effective registration statement under the Act, or pursuant
      to
      an
      exemption from registration
      under_ the Act, the availability of which is to be established to the
      satisfaction of ISSUER.
      Prior to any transfer, the party desiring to transfer any of such shares shall
      give written notice
      to
      ISSUER expressing its desire to affect
      the
      transfer and describing the proposed transfer.

    


    ii.
      The
      Shares are being acquired for the respective holder's own account with
      the
      present intention of holding such securities for purposes of investment, and
      that it has no
      intention of selling such securities in a public distribution in violation
      of
      the federal securities laws or any applicable state securities
      laws.

    


    iii.
      It
      is understood that, the certificates evidencing the Shares will bear the
      following legends:

    


    (i)
      THESE
      SHARES HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR
      UNDER
      APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
      OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
      AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER
      DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION
      IS
      REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH
      EXEMPTION.

    


    4.3.
      Securities Compliance.
      The
      Company shall take all action necessary to comply with any federal or state
      securities laws applicable to the transactions contemplated
      hereunder.

    


    5. CONDITIONS
      TO OBLIGATIONS OF ALL PARTIES.

    


    The
      obligation of Buyer and the Company to consummate the transactions contemplated
      by this Agreement are subject to the satisfaction, on or before the Closing,
      of
      each of the following conditions; any or all of which may be waived in whole
      or
      in part by the joint agreement of Buyer and the Company:

    


    5.1
      Absence
      of Actions.
      No
      action or proceeding shall have been brought or threatened before any court
      or
      administrative agency to prevent the consummation or to seek damages in a
      material amount by reason of the transactions contemplated hereby, and no
      governmental authority shall have asserted that the within transactions (or
      any
      other pending transaction involving Buyer or the Company when considered in
      light of the effect of the within transactions) shall constitute a violation
      of
      law or give rise to material liability on the part of the Company or the
      Buyer.

    


    
      
        
        

      

      
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    11.
      MISCELLANEOUS.

    


    11.1
      Amendments
      and Waivers.
      Neither
      this Agreement nor any provision hereof shall be waived, modified, changed,
      discharged, terminated, revoked or canceled except by an instrument in writing
      signed by the party against whom any change, discharge or termination is sought.
      Failure of either party to exercise any right or remedy under this Agreement
      or
      any other agreement between the Company and the Buyer, or otherwise, or delay
      by
      the Company or the Buyers in exercising such right or remedy, will not operate
      as a waiver thereof, nor shall any single or partial exercise thereof preclude
      any other or further exercise thereof or the exercise of any other right, power
      or privilege. The rights and remedies herein provided shall be cumulative and
      not exclusive of any rights or remedies provided by law.

    


    11.5
      Governing
      Law.
      This
      Agreement shall be deemed a contract made under the laws of the State of New
      York, without giving effect to the conflicts of law principles
      thereof.

    


    11.6
      Notices.
      All
      notices, requests, consents, demands, notice or other communication required
      or
      permitted under this Agreement shall be in writing and shall be deemed duly
      given and received when delivered personally or transmitted by facsimile, or
      one
      business day after being deposited for next-day delivery with a nationally
      recognized overnight delivery service, or three days after being deposited
      as
      first class mail with the United States Postal Services, all charges or postage
      prepaid, and properly addressed:

    


    
      	 	
              (i) 
                If
                to Buyer:

            
	 	
               

            	
              The
                Vantage Group Ltd.

            	 
	 	
               

            	
              67
                Wall Street

            	 
	 	
               

            	
              New
                York, NY 10005

            	 
	 	 	
              Attention:
                Lyle Hauser

            	 
	 	
               

            	
              Telephone:
                (888) 369-7416 

            	 
	 	
               

            	
              Facsimile:

            	 
	 	 	 	 
	 	
              with
                a copy to:

            	 
	 	
               

            	
              Sichenzia
                Ross Friedman Ference LLP

            	 
	 	
               

            	
              1065
                Avenue of the Americas 

            	 
	 	
               

            	
              New
                York, New York 10018 

            	 
	 	
               

            	
              Attn:
                Michael H. Ference, Esq. 

            	 
	 	
               

            	
              Telephone:
                (212) 930-9700

            	 
	 	 	
              Facsimile:
                (212) 930-9725

            	 
	 	 	 	 
	 	
              If
                to the Company:

            	 
	 	 	
              Life-Exchange,
                Inc.

            	 
	 	 	
              1602
                Alton Road, Suite 125

            	 
	 	 	
              Miami
                Beach, FL 33139

            	 
	 	 	
              Attention:
                Nicole Whitehead

            	 
	 	 	 	 
	 	 	
              Telephone:
                (800) 507-6506

            	 
	 	 	
              Facsimile:
                (800) 507-6404

            	 


    

    
 

    
      
        
        

      

      
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    11.7
      Counterparts.
      This
      Agreement maybe executed in counterparts, all of which together shall constitute
      one and the same instrument.

    


    11.8 Effect
      of Headings.
      The
      section and paragraph headings
      herein are
      included
      for convenience only and shall not affect
      the
      construction hereof.

    


    11.9
      Entire
      Agreement. This
      Agreement and the Exhibits and Schedules hereto and thereto constitute the
      entire agreement among the Company and the Buyer with respect to the subject
      matter hereof. There are no representations, warranties, covenants or
      undertakings with respect to the subject matter hereof other than those
      expressly set forth
      herein.
      This Agreement supersedes all prior agreements between the parties with respect
      to the Shares purchased hereunder and the subject matter hereof.

    


    11.10
      Publicity.
      Neither
      party shall originate any publicity, news release or other public announcement,
      written or oral, whether relating to the performance under this Agreement or
      the
      existence of any arrangement between the parties, without the prior written
      consent of the other party (which consent shall not be unreasonably withheld
      or
      delayed), except where such publicity, news release or other public announcement
      is required by law or by Section 4.1; provided
      that,
      in
      such event, each such party shall (a) promptly consult the other party in
      connection with any such publicity, news release or other public announcement
      prior to its release; (b) promptly provide the other party a copy thereof;
      and
      (c) use commercially reasonable efforts to ensure that such portions of such
      information as may reasonably be designated by the other party are accorded
      confidential treatment by the applicable governmental entity.

    


    11.11
      Severability.
      If any
      provision of this Agreement is held by a
      court
      of
      competent jurisdiction to be unenforceable under applicable law, such provision
      shall be replaced with a provision that accomplishes, to the extent possible,
      the original business purpose of such provision in
      a
      valid
      and enforceable manner, and the balance of the Agreement shall be interpreted
      as
      if such provision were so modified and shall be enforceable in accordance with
      its terms.

    


    11.12
      Interpretation.
      This
      Agreement shall be construed according to its fair language. The rule of
      construction to the effect that any ambiguities are to be resolved against
      the
      drafting party shall not be employed in the interpretation of this
      Agreement.

    


    
      
        
        

      

      
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    11.13
      No
      Strict Construction.
      The
      language used in this Agreement will be deemed
      to
      be the language chosen by the parties to express their mutual
      intent, and
      no
      rules
      of
      strict
      construction will be applied against any party.

    


    11.14
      NO
      JURY TRIAL.
      THE
      PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY
      OF
      THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON
      OR
      ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENT
      CONTEMPLATED TO BE
      EXECUTED
      IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
      (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A
      MATERIAL INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.

    


    IN
      WITNESS WHEREOF, this
      Agreement has been executed as of the date first above written, by the duly
      authorized representatives of the parties hereto.

    


    
      	 	
              COMPANY:

            
	 	 
	 	
              By:
                /s/ Nicole Whitehead 
                

              

              Name:
                Nicole Whitehead

            
	 	
              Title:
                Chief Executive Officer

            
	 	 
	 	
              BUYER:

            
	 	 
	 	
              THE
                VANTAGE GROUP LTD.

            
	 	 
	 	
              By:
                /s/ Lyle Hauser 
                

              

              Name:
                Lyle Hauser

            
	 	
              Title:
                President

            


    

     

    


    
      
        
        

      

      
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    Schedule
      2.1

    Notice
      of
      Issuance on Additional Equity

    


    This
      is
      to notify you that 
      ___________ (the "Company") intends to issue ____________ shares of common
      stock
      to _________________________ on __________________. Pursuant to section 2.1
      of
      the Stock Purchase Agreement dated , you have the right to purchase share of
      the
      Company's common stock at
      a
      price
      of $.001. To exercise your rights under the Stock Purchase Agreement, please
      provide us with written notice on or before ___________________.

     

     

     

                                                        _____________________________

                                                        By:
      __________________________