Exhibit
10.1

       

      SECURITIES
EXCHANGE AGREEMENT

       

      This
SECURITIES EXCHANGE
AGREEMENT (the “Agreement”) is executed and
entered into effective as of January 26, 2011 by and among Avi Koschitzki
(“Avi”), Brenda
Koschitzki, The Avi Koschitzki 2010 Trust and The Koschitzki Children’s Trust
(collectively with Avi, the “Xsovt Members”), and RxBids, a
Nevada corporation (the “Company,” and together with
the other parties hereto, the “Parties”).

       

      WHEREAS, the Xsovt Members are
all of the members and collectively hold 100% of the equity interests in Xsovt,
LLC, a New York limited liability company (“Xsovt”);

       

      WHEREAS, pursuant to an
integrated series of transactions of which this Agreement is a part: (i) Avi has
acquired voting control of the Company via securities purchase with the
controlling affiliate of the Company; (ii) Xsovt will, by virtue of the
transactions contemplated by this Agreement, become a wholly owned subsidiary of
the Company, and (iii) as a result of the foregoing and certain other related
transactions, the Xsovt Members, together with certain investors in a newly
designated Series A Preferred Stock of the Company and certain other founders of
Xsovt will purchase, acquire and/or control approximately 98% of the capital
stock and/or voting power of the Company on a fully diluted basis, after giving
effect to a reverse stock split of the capital stock of the Company to be
undertaken following the date hereof and as part of such integrated series of
transactions (collectively, the “Transaction”);
and

       

      WHEREAS, in order to effect
the Transaction, the Parties hereto desire to exchange certain ownership
interests as set forth in this Agreement (the “Exchange”).

       

      NOW THEREFORE, in
consideration of their respective participations in the Transaction and the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the parties to be derived herefrom, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
all parties hereto, and intending to be legally bound hereby, the Parties hereby
agree as follows:

       

      
        ARTICLE
I

         REPRESENTATIONS,
COVENANTS, AND WARRANTIES

      

       

      Each
Party hereby represents and warrants to the other Parties as
follows:

       

      Section
1.01     Organization.  Each
Party hereto is either a natural person or is an entity duly organized, validly
existing and (for entities other than trusts) is in good standing under the laws
of the state of its formation.

       

      Section
1.02     Authority.  Each
Party has all requisite power and authority to execute, deliver and perform this
Agreement and any other agreements, certificates and instruments to be executed
by such Party in connection with this Agreement or pursuant to the Transaction
(the “Ancillary Documents”).  The execution, delivery and performance
by of this Agreement and the Ancillary Documents has been duly authorized by all
necessary action on the part of each Party.  This Agreement and the
Ancillary Documents have been duly executed and delivered by each Party and
constitute the legal, valid and binding agreements of such Party, enforceable
against in accordance with their respective terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or
similar law affecting the enforcement of creditors’ rights generally and subject
to general principals of equity (regardless of whether enforcement is sought in
a proceeding at law or in equity).

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

         

      

      Section
1.03     No Conflict With Other
Instruments.  The execution of this Agreement and the Ancillary
Documents and the consummation of the Transaction will not result in the breach
of any term or provision of, constitute a default under, or terminate,
accelerate or modify the terms of any indenture, mortgage, deed of trust, or
other material agreement, or instrument to which a Party is a
party.

       

      Section
1.04     Indemnification.  Each
Party hereby agrees to indemnify each other Party and each of their respective
officers, attorneys, agents and directors as of the date of execution of this
Agreement against any loss, liability, claim, damage, or expense (as used in
this paragraph alone, a “Loss”), to which it or they may become subject arising
out of or based on any inaccuracy appearing in or misrepresentation made in this
Agreement.  The indemnification provided for in this paragraph shall
survive the Closing and the consummation of the transactions contemplated hereby
and termination of this Agreement for one year following the Closing
Date.

       

      
        ARTICLE
II

        PLAN
OF EXCHANGE AND RELATED AGREEMENTS

      

       

      Section
2.01     The
Closing.

       

      (a)           The
closing (the “Closing”)
of the Exchange will occur at the offices of Ellenoff Grossman & Schole LLP,
located at 150 East 42nd Street,
New York, New York 10017 on the date of this Agreement (the “Closing Date”).  The
Closing may be undertaken remotely by delivery of facsimile, email or .pdf
signatures of all documents required to consummate the Exchange.

       

      (b)           On
the Date of Issuance (as defined below), the Company shall issue:

       

      (i)           3,500
shares of a newly designated Series B Convertible Preferred Stock of the Company
(carrying the rights, preferences and privileges set forth in the Certificate of
Designations attached hereto as Exhibit A) to The Avi
Koschitzki 2010 Trust;

       

      (ii)           4,333,762
shares of common stock, par value $.01 per share, of the Company (the “Common Stock”) to Brenda
Koschitzki;

       

      (iii)           10,110,943
shares of Common Stock to Avi;

       

      (iv)           4,333,762
shares of Common Stock to The Koschitzki Children’s Trust; and

       

      (v)           Cash
consideration in the amount of $250,000 to Avi in consideration of the
Exchange.

       

      (c)           Forty-five
calendar days following the Closing, the Company shall pay additional cash
consideration in the amount of $50,000 to Avi in consideration of the
Exchange.

       

      (d)           Ninety
calendar days following the Closing, the Company shall pay additional cash
consideration in the amount of $50,000 to Avi in consideration of the
Exchange.

       

      Section
2.02     Closing
Events.  On the Closing Date, the Parties shall execute,
acknowledge and deliver (or shall, as the case may be, cause the applicable
Parties to execute, acknowledge and deliver), any and all certificates,
opinions, financial statements, schedules, agreements, releases, resolutions,
rulings or other instruments required by this Agreement to be so delivered on or
prior to the Closing Date, together with such other items as may be reasonably
requested by the parties hereto and their respective legal counsel in order to
fully effectuate or evidence the transactions contemplated hereby.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      Section
2.03     Shares Issued
Post-Reverse.  It is acknowledged and agreed that the
transactions contemplated hereby (including the Exchange and the transfer of the
business of Xsovt to the Company) shall be deemed to have occurred on the
Closing Date; provided, however, that the shares of Common Stock to be issued
and transferred as contemplated hereby shall take place on the date (the “Date
of Issuance”) immediately following the contemplated 1 for 12 reverse stock
split of the Company to be undertaken following the Closing.

       

      ARTICLE III

      MISCELLANEOUS

       

      Section
3.01     Governing Law; Jurisdiction;
Venue; Waiver of Jury Trial.  This Agreement shall be governed
by, enforced, and construed under and in accordance with the laws of the State
of New York, without regards to conflicts of laws principals.  The
Federal and State Courts of New York in the County of New York shall serve as
the exclusive venue for any case or controversy arising out of this Agreement or
the Transaction.

       

      Section
3.02     Notices.  Any
notice or other communications required or permitted hereunder shall be in
writing and shall be sufficiently given if personally delivered to it or sent by
telecopy, overnight courier or registered mail or certified mail, postage
prepaid, addressed as follows:

       

      
        
          
            	
                    If
      to the Company, Xsovt, Avi,

                    Brenda
      Koschitzki, The Avi

                    Koschitzki
      2010 Trust, or
      The

                    Koschitzki
      Children’s Trust:

                  	
                    Xsovt
      Brands, Inc.

                    18-B
      Neal Court

                    Oceanside,
      NY  11572

                    Attention:
      Avi Koschitzki

                    Fax:
      (516) 765-2682

                  
	 	 
	
                    With
      copies to:

                  	
                    Ellenoff
      Grossman & Schole LLP

                    150
      East 42nd
      Street, 11th
      Floor

                    New
      York, New York 10017

                    Attn:
      Lawrence A. Rosenbloom, Esq.

                    Fax:
      (212) 370-7889

                  


          

           

        

      

      or such
other addresses as shall be furnished in writing by any party in the manner for
giving notices hereunder, and any such notice or communication shall be deemed
to have been given (i) upon receipt, if personally delivered, (ii) on the
day after dispatch, if sent by overnight courier and (iii) upon dispatch, if
transmitted by facsimile or telecopy and receipt is confirmed by
telephone.

       

      Section
3.03     Recitals.  The
Parties agree that the recitals to this Agreement are true and correct and are
incorporated herein, in their entirety, by this reference.

       

      Section
3.04     Expenses.  Each
Party shall bear its own respective expenses, including legal, accounting and
professional fees, incurred in connection with the Exchange or the
Transaction.

       

      Section
3.05     Survival;
Termination.  The representations, warranties, and covenants of
the respective parties shall survive the Closing Date and the consummation of
the Transaction for a period of one (1) year.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

         

      

      Section
3.06     Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.  In the event that any counterpart signature is delivered
by facsimile or other electronic transmission, such signature shall create a
valid and binding obligation of the Party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile or
other electronic signature page were an original thereof.

       

      Section
3.07     Amendment or
Waiver.  Every right and remedy provided herein shall be
cumulative with every other right and remedy, whether conferred herein, at law,
or in equity, and may be enforced concurrently herewith, and no waiver by any
Party of the performance of any obligation by the other shall be construed as a
waiver of the same or any other default then, theretofore, or thereafter
occurring or existing.  This Agreement may only be amended by a
writing signed by all Parties hereto.

       

      Section
3.08     Best
Efforts.  Subject to the terms and conditions herein provided,
each Party shall use its best efforts to perform or fulfill all conditions and
obligations to be performed or fulfilled by it under this Agreement so that the
Transaction shall be consummated as soon as practicable.  Each Party
also agrees that it shall use its best efforts to take, or cause to be taken,
all actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
this Agreement and the Transaction.

       

      Section
3.09     Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of the Parties will be entitled to
specific performance of their respective obligations hereunder.  The
Parties agree that monetary damages may not be adequate compensation for any
loss incurred by reason of any breach of obligations described in the foregoing
sentence and hereby agree to waive in any action for specific performance of any
such obligation the defense that a remedy at law would be adequate.

       

      Section
3.10     Construction.  The
Parties agree that each of them and/or their respective counsel has reviewed and
had an opportunity to revise this Agreement and, therefore, the normal 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 Agreements or any
amendments hereto or the transactions contemplated hereby.

       

      Section
3.11     Entire
Agreement.  This Agreement represents the entire agreement
between the Parties relating to the subject matter thereof and supersedes all
prior agreements, understandings and negotiations, written or oral, with respect
to such subject matter.

       

      Section
3.12     Exculpation of Mack
Bradley.  The Parties hereby agree that Mack Bradley
(“Bradley”) will not be personally liable to any Party or to any third party for
any actions undertaken by Bradley as an officer or director of the Company in
approving or facilitating the transactions contemplated by this
Agreement.  The Parties specifically acknowledge and agree that
Bradley shall be a third party beneficiary of the agreement of the Parties set
forth in this Section 3.12.

         

      [Signature
Page Follows]
 

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
Parties have executed or caused this Securities Exchange Agreement to be
executed as of the date first-above written.

       

      
        
          
            
              
                
                  
                    	
                            /s/
      Avi Koschitzki

                          
	
                            Avi
      Koschitzki

                          
	 
      
	
                            /s/
      Brenda Koschitzki

                          
	
                            Brenda
      Koschitzki

                          
	 
      	 
      
	
                            THE
      AVI KOSCHITZKI 2010 TRUST

                          
	 
      	 
      
	
                            By:

                          	
                            /s/
      Avi Koschitzki

                          
	 
      	
                            Avi
      Koschitzki, Trustee

                          
	 
      	 
      
	
                            THE
      KOSCHITZKI CHILDREN’S TRUST

                          
	 
      	 
      
	
                            By:

                          	
                            /s/
      Avi Koschitzki

                          
	 
      	
                            Avi
      Koschitzki, Trustee

                          
	 
      	 
      
	
                            RXBIDS

                          
	 
      	 
      
	
                            By:

                          	
                            /s/
      Avi Koschitzki

                          
	 
      	
                            Name:
      Avi Koschitzki

                          
	 
      	
                            Title:  President
      and Chief Executive
Officer

                          


                  

                

              

            

          

        

      

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       


      Exhibit
A

      


      Certificate
of Designations of Series B Convertible Preferred Stock of the
Company

       

      [attached
hereto]