Unassociated Document

Exhibit 10.1

    SHARE
      EXCHANGE AGREEMENT

    


    This
      Share Exchange Agreement
      (“Agreement”) dated November 2, 2005 by and between Robert Kremer D/B/A Michael
      Lambert, a sole proprietorship (“Lambert SP”) and Michael Lambert, Inc., a
      Nevada corporation (“Lambert, Inc.”).

    


    WITNESSETH:

    


    WHEREAS,
      Lambert SP
      owns certain assets (the “Assets”); is liable for certain liabilities (the
“Liabilities”); and is party to certain agreements (the
“Agreements”);

    


    WHEREAS,
      Lambert SP
      desires to transfer all of its Assets, Liabilities and the right to all of
      its
      Agreements to Lambert, Inc.; and

    


    WHEREAS,
      Lambert,
      Inc., desires to assume all of Lambert SP’s Assets, Liabilities, and
      Agreements.

    


    NOW,
      THEREFORE, in
      consideration of the premises and the mutual covenants, agreements, and
      considerations herein contained, the parties hereto agree as
      follows:

    


                    1.Transfer
      of Assets, Liabilities and Agreements.

    


    Lambert
      SP agrees to transfer all of its Assets, Liabilities and the right to all of
      its
      Agreements to Lambert, Inc. in consideration of the issuance of the Shares
      (as
      defined below).

    


    2.Assumption
      of Assets, Liabilities and Agreements.

    


    Lambert,
      Inc., agrees to issue the Shares (as defined below) in consideration for the
      assumption of the Assets, Liabilities and Agreements.

    


    3.Issuance
      of Shares.

    


    Lambert,
      Inc. agrees to issue Robert M. Kremer, the sole proprietor of Lambert SP, One
      Million (1,000,000) shares of Lambert, Inc. restricted common stock (the
“Shares”) in consideration for the transfer of all of Lambert SP’s Assets,
      Liabilities and Agreements to Lambert, Inc.

    


    4.Miscellaneous.

    


    
      	
               

            	
              (a)Assignment.  All
                of the terms, provisions and conditions of this Agreement shall be
                binding
                upon and shall inure to
                the benefit of and be enforceable by the parties hereto and their
                respective successors and permitted
                assigns.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
            


    

    


    
      	
               

            	
              (b)Applicable
                Law.  This Agreement shall be construed in accordance
                with and governed by the laws of the State of Texas, excluding any
                provision which would require the use of the laws of any other
                jurisdiction.

            


    

    


    
      	
               

            	
               (c)Entire
                Agreement, Amendments and Waivers.  This Agreement
                constitutes the entire agreement of the parties hereto and expressly
                supersedes all prior and contemporaneous understandings and commitments,
                whether written or oral, with respect to the subject matter
                hereof.  No variations, modifications, changes or extensions of
                this Agreement or any other terms hereof shall be binding upon any
                party
                hereto unless set forth in a document duly executed by such party
                or an
                authorized agent or such
                party.  

            


    

    


    
      	
               

            	
              (d)Waiver.
                No failure on the part of any party to enforce any provisions of
                this
                Agreement will act as a waiver of the right to enforce that
                provision.

            


    

    


    
      	
               

            	
              (e)Section
                Headings. Section headings are for convenience only and shall not
                define or limit the provisions of this
                Agreement.

            


    

    


    
      	
               

            	
              (f)Effect
                of Facsimile and Photocopied Signatures. This Agreement may be
                executed in several counterparts, each of which is an
                original.  It shall not be necessary in making proof of this
                Agreement or any counterpart hereof to produce or account for any
                of the
                other counterparts.  A copy of this Agreement signed by one
                party and faxed to another party shall be deemed to have been executed
                and
                delivered by the signing party as though an original.  A
                photocopy of this Agreement shall be effective as an original for
                all
                purposes.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


    


    Robert
      Kremer D/B/A Michael
      Lambert

    


    



    /S/
      Robert M.
      Kremer

    Robert
      M. Kremer,

    Sole
      Proprietor

    


    


    


    Michael
      Lambert,
      Inc.

    


    


    /S/
      Robert M.
      Kremer

    Robert
      M. Kremer,

    President