ex10one.htm


     

     

     

    
      

      

    

    
 

    Exhibit
10.1

    SHARE
EXCHANGE AGREEMENT

    


    THIS
AGREEMENT made and entered into this 15th day of September 2007, by and between
Hall Tees, Inc. (“HTEES”) a Nevada corporation,
and Halltees and Promotions, LLC (“HPRO”) a Texas limited
liability company, and the members of HPRO (“SH”); HTEES, HPRO and SH
together, the “Parties”.

    


    WHEREAS,
HPRO has outstanding 7,000 membership interests, which represents 100% of the
HPRO stock outstanding;

    


    WHEREAS,
HTEES is a newly formed entity with 50,000,000 shares of common stock
authorized, par value of $0.001, of which no shares have been issued, and
20,000,000 shares of preferred stock authorized, par value of $0.001, of which
no shares have been issued;

    


    WHEREAS,
the SH of HPRO wish to transfer and/or exchange their stock in HPRO for common
stock in HTEES; and

    


    NOW
THEREFORE, in consideration of the mutual promises, undertakings, covenants and
conditions herein contained, and in the further and additional consideration of
the mutual performance thereof, the parties hereby agree as follows (all dollar
amounts are in US dollars):

    


    
      	
              1.  

            	
              The
      SH of HPRO hereby represent and warrant that they own full ownership
      rights to the 7,000 membership interests of
  HPRO.

            


    

    


    
      	
              2.  

            	
              The
      SH of HPRO hereby agree to surrender their certificates in HPRO in
      exchange for 7,000,000 shares to be issued to the SH on the basis of 1,000
      shares for each membership interest. The 7,000,000 shares will therefore
      be issued as follows:

            


    

    


    
      	 
      	
              William
      Lewis

            	 
      	
              6,450,000
      shares

            
	 
      	
              Camelot
      Lakes, Ltd.

            	 
      	
              250,000
      shares

            
	 
      	
              D.D.
      Smith

            	 
      	
              300,000
      shares

            


    

    


    
      	
              3.  

            	
              William
      Lewis, the sole director named in the Articles of Incorporation of HTEES,
      hereby agrees to issue 7,000,000 shares of HTEES in exchange for 100% of
      the outstanding stock of HPRO.

            


    

    


    
      	
              4.  

            	
              The
      parties agree to execute any further documents, stock powers, board of
      directors minutes, etc., as reasonably requested or required by the other
      party to consummate such exchange as soon as
  possible.

            


    

    


    
      	
              5.  

            	
              Each
      party hereby agrees to, and does hereby indemnify and save harmless the
      other party hereto against any claim, liability, or indebtedness with
      regard to the assets being sold
hereunder.

            


    

    


    IN
WITNESS WHEREOF, the parties hereto have hereby set their hands and seals as of
the day and year first above written.

     

    


    
      	 	 	 	 
	
              Hall
      Tees, Inc.

            	 
      	
              Halltees
      and Promotions, LLC

            	 
	
              William
      Lewis, Sole Director named

            	 
      	
              William
      Lewis, Managing Member

            	 
	
              In
      the Articles of Incorporation

            	 
      	 
      	 


    

    


    
      	 
      	
              Members
      of Halltees and Promotions, LLC

            	 
	 
      	 
      	 
	 
      	
              William
      Lewis

            	 
	 
      	 
      	 
	 
      	
              Camelot
      Lakes, Ltd.

            	 
	 
      	 
      	 
	 
      	
              D.
      D. Smith