AGREEMENT

CONCERNING THE EXCHANGE OF SECURITIES

BY AND AMONG

INSTANET, INC.

AND

VITACUBE SYSTEMS, INC. AND

THE SECURITY HOLDERS OF VITACUBE SYSTEMS, INC.

INDEX

i

INDEX

(Continued)

ii

INDEX

(Continued)

iii

INDEX

(Continued)

EXHIBITS

iv

AGREEMENT

AGREEMENT made this        day of                 , 2003, by and between INSTANET, INC., a Colorado corporation (?Instanet?), EARNEST MATHIS, JR. (solely with respect to Article III), VITACUBE, INC., a Colorado corporation (?VitaCube?), and the security holders of VitaCube (the ?VitaCube Security Holders?) who are listed on Exhibit 1.1 hereto and have executed Subscription Agreements in the form attached in Exhibit 1.2, hereto.

WHEREAS, Instanet desires to acquire all of the issued and outstanding common stock of VitaCube from the VitaCube Security Holders in exchange for newly issued unregistered shares of common stock of Instanet;

WHEREAS, VitaCube desires to assist Instanet in acquiring all of the issued and outstanding common stock of VitaCube pursuant to the terms of this Agreement; and

WHEREAS, all of the VitaCube Security Holders, by execution of Exhibit 1.2 hereto, agree to exchange all 3,482,201 common shares they hold in VitaCube for 13,572,000 common shares of Instanet.

NOW, THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:

ARTICLE I

Exchange of Securities

1.1 Issuance of Securities. Subject to the terms and conditions of this Agreement, Instanet agrees to issue and exchange 13,572,000 fully paid and nonassessable unregistered shares of Instanet?s $.001 par value common stock (the ?Instanet Shares?) for all 3,482,201 issued and outstanding shares of the Class A no par value common stock of VitaCube (the ?VitaCube Shares?) held by the VitaCube Security Holders. All Instanet common stock will be issued directly to the VitaCube Security Holders on the Closing Date, pursuant to the schedule set forth in Exhibit 1.1.

1.2 Exemption from Registration. The parties hereto intend that all Instanet common stock to be issued to the VitaCube Security Holders shall be exempt from the registration requirements of the Securities Act of 1933, as amended (the ?Act?), pursuant to Section 4(2) and/or Regulation D of the Act and rules and regulations promulgated thereunder. In furtherance thereof, each of the VitaCube Security Holders will execute and deliver to Instanet on the closing date of this Agreement (the ?Closing Date?) a copy of the Subscription Agreement set forth in Exhibit 1.2 hereto.

1

ARTICLE II

Representations and Warranties of VitaCube

VitaCube hereby represents and warrants to Instanet that:

2.1 Organization. VitaCube is a corporation duly organized, validly existing and in good standing under the laws of Colorado, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in each of the states where its business requires qualification.

2.2 Capital. The authorized capital stock of VitaCube consists of 50,000,000 authorized shares of no par value common stock, of which 3,482,201 shares of Class A common stock are outstanding, and 2,000,000 authorized shares of preferred stock, none of which are outstanding. All of the outstanding common stock of VitaCube is duly and validly issued, fully paid and nonassessable. There are no outstanding subscriptions, options, rights, warrants, debentures, instruments, convertible securities or other agreements or commitments obligating VitaCube to issue any additional shares of its capital stock of any class, except options to purchase an aggregate of 1,190,750 shares of VitaCube common stock issued under its 2002 Incentive Stock Option Plan.

2.3 Subsidiaries. VitaCube does not have any subsidiaries or own any interest in any other enterprise.

2.4 Directors and Officers. The names and titles of the directors and officers of VitaCube as of the date of this Agreement are as follows: Sanford D. Greenberg, Chief Executive Officer and Director; Warren Cohen, Director; Gordon Burr, Executive Vice President; Mary Pat O?Halloran, Secretary and Chief Financial Officer; Sanjeev Javia, Chief Operating Officer; and John Hutchinson, Chief Information Officer.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC