STOCK PURCHASE



 EXHIBIT 10.1 
  
 STOCK PURCHASE AGREEMENT 
  
 BETWEEN 
  
 WORLD HEALTH ALTERNATIVES, INC. 
  
 AND 
  
 CERTAIN INVESTORS

 (AS LISTED ON SCHEDULE A) 
  
 DATED 
  
 JANUARY 22, 2004 







 STOCK PURCHASE AGREEMENT 
  
 THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of
January 2004, by and among World Health Alternatives, Inc., a corporation organized and existing under the laws of the State of Florida (“WHAI” or the “Company”), and certain investors, (hereinafter
referred to collectively as “Investor” or “Investors”) as listed on Schedule A herein (each agreement with an Investor being deemed a separate and independent agreement between the Company and
such Investor). 
  
 PRELIMINARY STATEMENT 

 
 WHEREAS, the Investors wish to purchase, upon the terms and subject
to the conditions of this Agreement, shares of the Common Stock of the Company (each share of Common Stock is referred to herein as a “Share”) for a purchase price of two million dollars ($2,000,000); and 
  
 WHEREAS, the parties intend to memorialize the purchase and sale of
such Shares; 
  
 NOW, THEREFORE, in consideration of the
mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereto, intending to be legally bound, agree as follows: 

 
 ARTICLE I 
  
 INCORPORATION BY REFERENCE, SUPERSEDER AND DEFINITIONS 
  
 1.1 Incorporation by Reference. The foregoing recitals and Schedule A are
hereby acknowledged to be true and accurate, and are incorporated herein by this reference. 
  
 1.2 Superseder. This Agreement, to the extent that it is inconsistent with any other instrument or understanding among the parties governing the affairs of the Company, shall supersede such instrument or
understanding to the fullest extent permitted by law. 
  
 1.3 Certain
Definitions. For purposes of this Agreement, the following capitalized terms shall have the following meanings (all capitalized terms used in this Agreement that are not defined in this Article 1 shall have the meanings set forth elsewhere in
this Agreement): 
  
 1.3.1 “1933 Act”
means the Securities Act of 1933, as amended. 
  
 1.3.2
“1934 Act” means the Securities Exchange Act of 1934, as amended. 
  
 1.3.3 “Affiliate” means a Person or Persons directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with the Person(s) in 

  

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question. The term “control,” as used in the immediately preceding sentence, means with respect to a Person that is a corporation the right to the
exercise, directly or indirectly, more than 50 percent of the voting rights attributable to the shares of such controlled corporation and, with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such controlled Person. 
  
 1.3.4 “Articles”. The Articles of Incorporation of the Company, as the same may be amended from time to time. 
  
 1.3.5 “Common Stock” means the shares of common stock of WHAI, par value $0.001 per share.

  
 1.3.6 “Florida Act” means the Florida
Business Corporation Act, as amended. 
  
 1.3.7
“Material Adverse Effect” shall mean any adverse effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a
whole and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its material obligations under this Agreement; provided, however, that none of the
following shall be deemed, in themselves, either alone or in combination, to constitute a Material Adverse Effect, and none of the following shall be taken into account in determining whether there has been or shall be a Material Adverse Effect: (i)
any change in the market price or trading volume of the Common Stock after the date hereof, (ii) any adverse circumstance, change or effect resulting directly from conditions affecting the industries in which the Company participates in their
entirety or the U.S. economy as a whole, (iii) any adverse circumstance, change or effect resulting directly from the announcement or pendency of this Agreement or (iv) any adverse circumstance, change or effect resulting from the taking of any
action by the Company that this Agreement or the Registration Rights Agreement requires the Company to take. 
  
 1.3.8 “Person” means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation,
or any other legal entity. 
  
 1.3.9 “Purchase
Price” means the purchase price for the Shares as set forth in Section 2.2 below. 
  
 1.3.10 “Registration Rights Agreement” means that certain Registration Rights Agreement dated the date hereof by and among the Company and the Investors. 
  
 1.3.11 “SEC” means the Securities and Exchange
Commission. 
  

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 ARTICLE II 
 SALE AND PURCHASE OF WHAI SHARES 
  
 2.1
Sale of WHAI Shares. Upon the terms and subject to the conditions set forth herein, and in accordance with applicable law, the Company agrees to sell, and the Investors, severally and not jointly, agree to purchase, two million
(2,000,000) shares of Common Stock (the “Shares”) at a purchase price of $1.00 per share for an aggregate purchase price of two million dollars ($2,000,000) (the “Purchase Price”) in accordance with the commitments
set forth on Schedule A attached hereto. Upon execution and delivery of this Agreement, each Investor shall pay such amount and receive such number of shares of Common Stock as shall be set forth on Schedule A. Within ten (10) business
days after the Company’s receipt of the Purchase Price from the Investors, the Company shall deliver Certificates representing WHAI Shares, which Certificates shall contain the restrictive legends set forth in Section 5.3 below. Contemporaneous
with the execution and deliver of this Agreement, the Company and the Investors shall execute and deliver the Registration Rights Agreement. 
  
 2.2 Purchase Price. The purchase price for the Shares shall be paid by each Investor on the date of this Agreement, with payment being made in United States
Dollars in accordance with the information listed on Schedule A. Such payment shall be made via wire transfer of the funds to the following account: 
  
 PNC BANK 
 MIRACLE MILE BANKING CENTER 
 MONROEVILLE, PA 15146 
  
 FOR THE BENEFIT OF: 
 BETTER SOLUTIONS, INC. 
 ABA #043000096 
 ACCT #1011-31-7753 
  

2.3 Closing Date. The closing of the transactions contemplated by this Agreement, unless expressly determined herein, shall be held at the offices of the
Company at 300 Penn Center Boulevard, Suite 201, Pittsburgh, Pennsylvania 15235 at 5:00 P.M. local time on January 15, 2004, or at such other place as may be mutually agreed by the parties, including closing by facsimile with originals to follow.

  
 2.4 Further Assurances. The Company and each Investor shall,
upon request, cooperate with each other (specifically, the Company shall cooperate with the Investors, the Investors shall cooperate with the Company) by furnishing any additional information, executing and delivering any additional documents and/or
other instruments and doing any and all such things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement. 
  

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 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES OF WHAI 
  
 WHAI represents and warrants to the Investors as of the date hereof as follows: 
  
 3.1 Organization and Qualification. WHAI is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. The
Company has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified to do business in any other jurisdiction by virtue of the
nature of the businesses conducted by it or the ownership or leasing of its properties, except where the failure to be so qualified will not, when taken together with all other such failures, have a Material Adverse Effect on WHAI and its
subsidiaries taken as a whole. 
  
 3.2 Articles of Incorporation and
By-Laws. Complete copies of WHAI’s Articles and By-Laws, as amended or restated to date, have been filed with the SEC. 
  
 3.3 Authority. WHAI has all requisite corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Registration Rights Agreement by WHAI and the consummation by WHAI of the transactions contemplated hereby and
thereby have been duly authorized by all necessary corporate action on the part of WHAI and no other corporate proceedings on the part of WHAI is necessary to authorize this Agreement or the Registration Rights Agreement or to consummate the
transactions contemplated hereby or thereby except as disclosed in this Agreement. This Agreement and the Registration Rights Agreement have been duly executed and delivered by WHAI and constitute valid and binding obligations of WHAI, enforceable
against WHAI in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or other similar laws relating to, affecting generally the enforcement of,
creditors’ rights and remedies or by other equitable principals of general application. 
  
 3.4 No Conflict; Required Filings and Consents. The execution and delivery of this Agreement and the Registration Rights Agreement by WHAI do not, and the performance by WHAI of its obligations hereunder
and thereunder will not: (i) conflict with or violate the Articles or By-Laws of WHAI; (ii) conflict with, breach or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively,
“Laws”) in effect as of the date of this Agreement and applicable to WHAI; or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to
any other entity any right of termination, amendment, acceleration or cancellation of, require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of WHAI pursuant to, any note, bond, mortgage,
indenture, contract, 

  

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agreement, lease, license, permit, franchise or other instrument or obligation to which WHAI is a party or by which WHAI or any of its properties or assets
is bound, except in each of the cases of (i) through (iii) for any violations, conflicts, breaches, defaults, terminations, accelerations, creations of liens, or incumbency that would not, in the aggregate, have a Material Adverse Effect on WHAI.
WHAI is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of WHAI’s obligations under this Agreement or
the Registration Rights Agreement in accordance with the terms hereof or thereof, except for any consents, authorizations, orders, filings or registrations the absence of which would not, in the aggregate, have a Material Adverse Effect on WHAI or
which are required pursuant to applicable federal or state securities laws. 
  
 3.5 Brokers. Except for Summit Financial Partners, LLC, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by
this Agreement based upon arrangements made by or on behalf of WHAI. 
  
 3.6
Exemption from Registration. Subject to the accuracy of the Investors’ representations in Article V, the sale of the Shares will be exempt from the registration requirements of Section 5 of the 1933 Act and/or any applicable state
securities law. The Company is issuing the Shares in accordance with and in reliance upon the exemption from securities registration afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933, and/or Section 4(2)
of the 1933 Act. 
  
 3.7 Administrative Notice. Shares of the
Company’s Common Stock are registered pursuant to the 1934 Act and are listed and traded on the OTC Bulletin Board Market of the National Association of Securities Dealers, Inc. The Company has received no notice, either oral or written, from
the National Association of Securities Dealers, Inc. (the “NASD”) stating that WHAI has failed to comply with any listing standards of the OTC Bulletin Board Market. 
  
 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS 
  
 Each Investor, severally and not jointly, as to himself or itself and not as to any other Investor, represents and warrants to the Company that: 
  
 4.1 Organization and Standing of the Investor. Where the Investor is a corporation, such Investor is duly incorporated, validly existing and in good
standing under the laws of the state in which it was formed. The state in which any offer to purchase shares hereunder was made or accepted by such Investor is the state shown as such Investor’s address. If an entity, the Investor was not
formed for the purpose of investing solely in the Shares that are the subject of this Agreement. 
  
  

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 4.2 Authorization and Power. The Investor has the requisite power and authority to execute and deliver this
Agreement and the Registration Rights Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement by the
Investor and the consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Investor, where appropriate, and no other corporate proceedings on the
part of the Investor, where appropriate, is necessary to authorize this Agreement or the Registration Rights Agreement or to consummate the transactions contemplated hereby or thereby except as disclosed in this Agreement. This Agreement and the
Registration Rights Agreement have been duly executed and delivered by the Investor and constitutes valid and binding obligations of the Investor, enforceable against the Investor in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or other similar laws relating to, affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principals of general
application. 
  
 4.3 No Conflicts. The execution and performance of
this Agreement and the Registration Rights Agreement by the Investor do not, and the performance by the Investor of its obligations hereunder and thereunder will not (i) conflict with or violate such Investor’s charter documents or bylaws,
where applicable; (ii) conflict with, breach or violate any Laws in effect as of the date of this Agreement and applicable to the Investor; or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both
would become a default) under, give to any other entity any right of termination, amendment, acceleration or cancellation of, or require any payment under, any note, bond, mortgage, indenture, contract, agreement, lease license, permit, franchise or
other instrument or obligation to which the Investor is a party or by which the Investor or any of its properties or assets is bound, except, in each of cases (i) through (iii), for any violations, conflicts, breaches, defaults, terminations or
accelerations that would not, in the aggregate, have a Material Adverse Effect on the Investor. The Investor is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency
in order for it to execute, deliver or perform any of such Investor’s obligations under this Agreement or to purchase the Shares in accordance with the terms hereof. 
  
 4.4 Financial Risks. The Investor acknowledges that such Investor is able to bear the financial risks associated with an
investment in the Shares and that it has been given full access to any information it has deemed necessary or appropriate to conduct its due diligence investigation of the Company. The Investor is capable of evaluating the risks and merits of an
investment in the Shares by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters, and is capable of bearing the entire loss of its investment in the Shares. 
  

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 4.5 Accredited Investor. The Investor is (i) an “accredited investor” as that term is defined in
Rule 501 of Regulation D promulgated under the 1933 Act by reason of Rule 501(a)(3) and (6); (ii) experienced in making investments of the kind described in this Agreement and the related documents; (iii) able, by reason of the business and
financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the
transactions described in this Agreement, and the related documents; and (iv) able to afford the entire loss of its investment in the Shares. 
  
 4.6 Investment Intent. The Investor is purchasing the Shares for its own account as principal, for investment purposes only, and not with a present view to,
or for, resale, distribution or fractionalization thereof, in whole or in part, within the meaning of the 1933 Act. The Investor understands that its acquisition of the Shares has not been registered under the 1933 Act or registered or qualified
under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of such Investor’s investment intent as expressed herein. The Investor shall not, directly
or indirectly, offer, sell, pledge, transfer, or otherwise dispose of (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of) any of the Shares, except in compliance with the terms of this Agreement and the registration
requirements of the 1933 Act, and the rules and regulations promulgated thereunder, or an exemption thereunder. 
  
 4.7 No Legal, Tax or Investment Advice. The Investor understands that nothing in this Agreement or any other materials presented to such Investor in
connection with the purchase of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its
purchase of the Shares. 
  
 4.8 Brokers. Except for Summit Financial
Partners, LLC, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the
Investors. 
  
 4.9 No Short Sales. Prior to the Closing Date,
neither the Investor nor any of the Investor’s Affiliates will be in a net short position with regard to the Common Stock in any accounts directly or indirectly controlled by the Investor. 
  
 4.10 Knowledge of Company. Each Investor and such Investor’s advisors, if
any, have been, upon request, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares. Each Investor and such Investor’s advisors, if any, have
been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries. 
  

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 4.11 Risk Factors. Each Investor understands that such Investor’s investment in the Shares involves a
high degree of risk. Each Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares. Each Investor warrants that such
Investor is able to bear the complete loss of the investment in the Shares. 
  
 4.12 Voting Agreements. Except as set forth or referred to in this Agreement, Investor does not have any agreement or understanding with any person relating to acquiring, holding, voting or disposing of any equity securities
of the Company. 
  
 ARTICLE V 
 COVENANTS OF THE INVESTORS 
  
 5.1 Compliance with Law. The Investors’ trading activities with respect to shares of the Company’s Common Stock will be in compliance with all
applicable state and federal securities laws, rules and regulations and rules and regulations of any public market on which the Company’s Common Stock is listed. 
  
 5.2 Transfer Restrictions. The Investors acknowledge that (1) the Shares have not been registered under the provisions
of the 1933 Act, and may not be transferred unless (A) subsequently registered thereunder or (B) the Investors shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the
effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; and (2) any sale of the Shares made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance
with the terms of said Rule and further, if said Rule is not applicable, any resale of such Securities under circumstances in which the seller, or the person through whom the sale is made, may be deemed to be an underwriter, as that term is used in
the 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder. 
  

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 5.3 Restrictive Legend. The Investors acknowledge and agree that, if and until such time as the
Shares have been registered under the 1933 Act and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Shares shall bear the following restrictive legends: 
  
 (i) “THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS
(1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE INVESTORS SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE
AND SUBSTANCE TO THE COMPANY, TO THE EFFECT THAT THE SHARES OF COMMON STOCK TO BE SOLD OR TRANSFERRED MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.” 
  
 (ii) Any legend required by the blue sky or securities laws of any state or jurisdiction to the extent such laws are
applicable to the shares represented by the certificate so legended. 
  
 The certificates representing the Common Stock shall be subject to a stop transfer order with WHAI’s transfer agent that restricts the transfer of such shares or warrants except in compliance herewith. 
  
 ARTICLE VI 
 GENERAL PROVISIONS 
  
 6.1 Transaction Costs. Except as otherwise provided herein, each of the parties shall pay all of his or its costs and expenses (including attorneys’
fees and other legal costs and expenses and accountants’ fees and other accounting costs and expenses) incurred by that party in connection with this Agreement. 
  
 6.2 Indemnification. 
  
 6.2.1 Each Investor, severally and not jointly agrees to defend and hold the Company and its officers and directors harmless against and in respect of any
and all claims, demands, losses, costs, expenses, obligations, liabilities or damages, including interest, penalties and reasonable attorney’s fees, that it shall incur or suffer, which arise out of, result from or relate to any breach of this
Agreement by such Investor or failure by such Investors to perform with respect to any of their representations, warranties or covenants contained in this Agreement. The Company agrees to defend and hold the Investors harmless against and in respect
of any and all claims, demands, losses, costs, expenses, obligations, liabilities or damages, including interest, penalties and reasonable attorney’s fees, that they shall incur or suffer, which arise out of, result from or relate to any breach
of this Agreement by or failure by the Company to perform with respect to any of its representations, warranties or covenants contained in this Agreement. 
  

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 6.2.2 All claims for indemnification under this Section not made within 12 months following the date of
this Agreement shall be considered null and void. 
  
 6.2.3
Neither the Investors, on the one hand, nor the Company, on the other, shall be required to make any indemnification payments pursuant to this Section 6.2 unless and until the claims asserted against such party exceed $150,000 after which such
parties shall be entitled to recover for damages in excess of such amount. 
  
 6.2.4 The maximum liability of the Investors, on the one hand, and the Company, on the other, shall be the Purchase Price. 
  
 6.3 Headings. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. 
  
 6.4 Entire Agreement. This
Agreement (together with Schedule A) constitutes the entire agreement of the parties and supersedes all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.

  
 6.5 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given (i) on the date they are delivered if delivered in person; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation;
(iii) on the date delivered by an overnight courier service; or (iv) on the third business day after being mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows: 
  
 If to WHAI: 
  
 WORLD HEALTH ALTERNATIVES, INC. 
 300 Penn Center Boulevard, Suite 201, 
 Pittsburgh, Pennsylvania 15235 
 ATTN: Richard E. McDonald 
 Telephone No.: 412.829.7800 
  
 If to the Investors: 
  
 To the address listed on Schedule A herein or to the address provided to the Company by an Investor. 
  
 6.6 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any 

  

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manner materially adverse to any party. Upon such determination that any such term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the
greatest extent possible. 
  
 6.7 Binding Effect. All the terms and
provisions of this Agreement whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and assignees.

  
 6.8 Preparation of Agreement. This Agreement shall not be
construed more strongly against any party regardless of who is responsible for its preparation. The parties acknowledge that the terms of the Agreement were negotiated and that each party contributed equally to the Agreement’s preparation.

  
 6.9 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Pennsylvania, without giving effect to applicable principles of conflicts of law. 
  
 6.10 Jurisdiction. This Agreement shall be exclusively governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. If any
action, claim, counterclaim, or other demand relating to the transactions and obligations set forth in this Agreement is asserted by, among or against the Company and/or the Investors, the parties agree that in any such action, and on all issues,
the parties irrevocably waive their right to a trial by jury. Exclusive jurisdiction and venue for any such action shall be in a court situated in Allegheny County, Pennsylvania. 
  
 6.11 Regulatory Filings. Each Investor shall, upon the Company’s request, reasonably assist and cooperate with the
Company in the preparation of all regulatory filings relating to this Agreement, including without limitation filings with the SEC. 
  
 6.12 Further Assurances, Cooperation. Each party shall, upon reasonable request by the other party, execute and deliver any additional documents necessary
or desirable to complete the transactions herein pursuant to and in the manner contemplated by this Agreement. The parties hereto agree to cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement.

  
 6.13 Third Parties. Except as disclosed in this Agreement,
nothing herein, whether express or implied, is intended to confer any rights or remedies on any persons other than the parties hereto and their respective administrators, executors, legal representatives, heirs, successors and assignees. Nothing in
this Agreement is intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to this
Agreement. 
  

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 6.14 No Waiver. No failure or delay on the part of any party hereto in the exercise of any right hereunder
shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or term herein. 
  
 6.15 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. 
  
 [SIGNATURES ON FOLLOWING PAGE] 
  

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 IN WITNESS WHEREOF, the Investors and the Company have executed this Agreement as of the date
written below. 
  

			
	WORLD HEALTH ALTERNATIVES, INC.	 	 Date: January 22, 2004

		
	 /s/ Richard E. McDonald

	 	 
	 By: Richard E. McDonald
	 	 
	 Title: President
	 	 

  
 INVESTORS

  

					
	 /s/ Bernie Ludwig

	 	 /s/ Blair Sanford

	 	 /s/ Catherine Williams


	 Bernie Ludwig
	 	 Blair Sanford
	 	 Catherine Williams

	 Entity: K.A. Steel Chemicals Inc
	 	 Entity: Burlingame Eq.Invstrs.LP
	 	 Entity: Catherine Williams IRA

	 Title: CFO
	 	 Title: General Partner
	 	 Title: Director

			
	 /s/ Kenneth A. Steel Jr.

	 	 /s/ Lewis C. Pell

	 	 /s/ Kent Williams


	 Kenneth A. Steel Jr.
	 	 Lewis C. Pell
	 	 Kent Williams

	 	 	 	 	 Entity: Kent Williams Inv. Assoc.

	 	 	 	 	 Title: Director

			
	 /s/ Robert F. Steel

	 	 /s/ Mikel Keifer

	 	 /s/ Robert Green


	 Robert F. Steel
	 	 Mikel Keifer
	 	 Robert Green

	 	 	 Entity: JMK Investment Partners
	 	 Entity: The Ascend Fund

	 	 	 Title: General Partner
	 	 Title: General Partner

			
	 /s/ Douglas Moore

	 	 /s/ William M. Sams

	 	 /s/ Richard Nesland


	 Douglas Moore
	 	 William M. Sams
	 	 Richard Nesland

	 Entity: Heartwood Capital
	 	 	 	 
	 Title: General Partner
	 	 	 	 
			
	 /s/ Amit Ben-Haim

	 	 /s/ Kent Williams

	 	 /s/ James Maletis


	 Amit Ben-Haim
	 	 Kent Williams
	 	 James Maletis

	 Entity: IPOLIS Commercial Ltd.
	 	 Entity: Kent Williams IRA
	 	 Entity: Maletis Partners LP

	 Title: Director
	 	 Title: Director
	 	 Title: General Partner


  

 STOCK PURCHASE AGREEMENT BETWEEN 
 WORLD HEALTH ALTERNATIVES, INC. AND CERTAIN INVESTORS 
 PAGE 14 OF 15









 SCHEDULE A 
  

			
		
	 K.A. Steel Chemicals
 15185 Main Street
 Box 729
 Lemont, IL 60439
	  	50,000
		
	 Kenneth A. Steel Jr.
 15185 Main Street
 Box 729
 Lemont, IL 60439
	  	25,000
		
	 Robert F. Steel
 15185 Main Street
 Box 729
 Lemont, IL 60439
	  	25,000
		
	 Heartwood Capital
 1656 North California Blvd
 Suite 300
 Walnut Creek CA, 94596
	  	50,000
		
	 Ipolis Commercial Limited
 488 Madison Ave
 8th Floor
 New York, NY 10022
	  	100,000
		
	 Burlingame Equity Investors, LP
 One Sansome Street
 Suite 2900
 San Francisco, Ca 94104
	  	100,000
		
	 Lewis C. Pell
 1 West 72nd Street
 Apartment 47
 New York, NY 10023
	  	100,000
		
	 JMK Investment Partners LLC
 2030 Franklin Street
 Suite 210
 Oakland CA, 94812
	  	350,000
		
	 William M Sams
 326 Mantle Brook Dr
 Desoto, TX 75115
	  	580,000
		
	 Richard Neslund
 15210 Wayzata Blvd
 Wayzata, MN 55391
	  	200,000
		
	 Kent Williams Investment Associates Pension Plan
 211 Main Street
 San Francisco, CA 94105
	  	50,000
		
	 Kent Williams
 211 Main Street
 San Francisco, CA 94105
	  	25,000
		
	 Catherine Williams
 211 Main Street
 San Francisco, CA 94105
	  	25,000
		
	 The Ascend Fund
 3658 Mt. Diablo Blvd Suite 215
 Lafayette, CA 94549
	  	300,000
		
	 Maletis Partners
 4 Bassett Lane
 Atherton, CA 94027
	  	20,000

  

 STOCK PURCHASE AGREEMENT BETWEEN 
 WORLD HEALTH ALTERNATIVES, INC. AND CERTAIN INVESTORS 
 PAGE 15 OF 15