SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT

By and Between

THE AMACORE GROUP, INC.

and

VICIS CAPITAL MASTER FUND

March 31, 200 9

SECURITIES PURCHASE AGREEMENT

  This SECURITIES PURCHASE AGREEMENT (the “Agreement”), effective as of this 31 day of March, 2009, is made by and between THE AMACORE GROUP, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.

R E C I T A L S

WHEREAS, pursuant to the terms and conditions of this Agreement, the Company wishes to issue and sell to the Purchaser the following securities (collectively, the “Securities”): (a) 400 shares (the “Acquired Shares”) of the Company’s Series I Convertible Preferred Stock, par value $.001 per share (the “Series I Preferred Stock”); and (b) a warrant to purchase an aggregate of 45,000,000 shares of the Company’s Class A Common Stock, par value $.001 per share (the “Class A Common Stock”), initially at an exercise price of $0.375 per share in the form attached hereto as Exhibit A (the “Warrant” and, together with the Acquired Shares, the “Securities”).

NOW, THEREFORE , the Company and the Purchaser hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF THE SECURITIES

1.1       Purchase and Sale of the Securities .  On the Closing Date, at the closing of the transactions contemplated hereby (the “Closing”), subject to the terms and conditions hereof and in reliance on the representations and warranties contained herein, the following actions shall be taken:

(a)      The Company, against delivery of payment of the Purchase Price in accordance with Section 1.1(b), will deliver to the Purchaser the documents set forth in Section 4.4 hereof.

(b)      The Purchaser shall deliver to the Company the documents set forth in Section 5.2 hereof and Four Million Dollars ($4,000,000) (the “Purchase Price”) in immediately available funds by wire transfer of immediately available funds in accordance with the instructions of the Company and will deliver to the Company the documents set forth in Section 5.2 hereof.  The Company hereby confirms that the Purchase Price was previously paid by the Purchaser.

1.2       Closing .  The Closing shall be deemed to have occurred at the offices of Quarles & Brady, LLP, 411 East Wisconsin Avenue, Milwaukee, Wisconsin at 5:00 p.m. CDT on March 31, 2009 (the “Closing Date).

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Purchaser as of the date of this Agreement as follows:

2.1       Organization and Qualification . The Company is a corporation duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has all requisite corporate power and authority to carry on its business as now conducted.  The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.  As used in this Agreement, “Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of the Company or its Subsidiaries (as defined below) or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Transaction Documents (as hereinafter defined).

2.2       Subsidiaries .  The Company has seven subsidiaries: LBI Brokerage, Inc., JRM Benefits Consulting, LLC, US Health Benefits Group, Inc., US Health Plans, Inc., On The Phone, Inc., Zurvita, Inc.  and Lifeguard Benefit Services, Inc.  (each a “Subsidiary” and collectively, the “Subsidiaries”).

2.3       No Violation .  Neither the Company nor any Subsidiary is in violation of: (a) any of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents; or (b) any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect.

2.4       Capitalization .

(a)      As of the date hereof, the Company is currently authorized to issue up to (i) 1,480,000,000 shares of Common Stock, par value $.001 per share, of which   1,009,006,919 shares are currently outstanding and 292,452,717 shares have been reserved for issuance upon the exercise of all of the outstanding options, warrants and other securities issued by the Company that are convertible into Common Stock. All of such outstanding shares have been, or upon issuance will be, validly issued, are fully paid and nonassessable; and (ii) 20,000,000 shares of Preferred Stock, par value $.001 per share, of which 3,005 shares are currently outstanding.

(b)      Except as disclosed herein or in the Company’s reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof (the “SEC Documents”):

(i)      no holder of shares of the Company’s capital stock has any preemptive rights or any other similar rights or has been granted or holds any liens or encumbrances suffered or permitted by the Company;

(ii)      there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or its Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or its Subsidiary are or may become bound to issue additional shares of capital stock of the Company or its Subsidiary or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or its Subsidiary;

(iii)      there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in Section 2.14 hereof) of the Company or its Subsidiary or by which the Company or its Subsidiary are or may become bound;

(iv)      there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act of 1933, as amended, (the “Securities Act”);

(v)      there are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company;

(vi)      there are no securities or instruments containing antidilution or similar provisions that will be triggered by the issuance of the Securities; and

(vii)      the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

2.5       Issuance of the Securities .

(a)      The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereof and thereof, shall be free from all Liens and charges with respect to the issuance thereof.  As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Class A Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Class A Common Stock to effect the conversion of the Acquired Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Class A Common Stock to effect the exercise of the Warrant (the “Warrant Shares”).  All actions by the Board, the Company and its stockholders necessary for the valid issuance of the Securities, the Conversion Shares and the Warrant Shares pursuant to the terms of the Series I Preferred Stock and the Warrant, respectively, has been taken. 

(b)      The Conversion Shares and Warrant Shares, when issued and paid for upon conversion of the Acquired Shares and Warrant, respectively, will be validly issued, fully paid and nonassessable and free from all Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Class A Common Stock.  Assuming the accuracy of each of the representations and warranties set forth in Article III hereof, the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities Act.

2.6       Authorization; Enforcement; Validity .  The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Warrant and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities, the Conversion Shares and the Warrant Shares in accordance with the terms hereof.  The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, and the issuance of the Securities, have been duly authorized by the board of directors of the Company (the “Board”), and no further consent or authorization is required by the Company, or the Board or its stockholders.  This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

2.7       Dilutive Effect .  The Company understands and acknowledges that its obligation to issue the Conversion Shares and Warrant Shares upon conversion of the Acquired Shares or Warrant, as the case may be, in accordance therewith is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

2.8       No Conflicts .  The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance of the Conversion Shares and Warrant Shares) will not (i) result in a violation of any articles or certificate of incorporation, any certificate of designations, preferences and rights of any outstanding series of preferred stock or bylaws of the Company or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected, except in the case of clauses (ii) and (iii), for such breaches or defaults as would not be reasonably expected to have a Material Adverse Effect.

2.9       Governmental Consents .  Except for the filing of a Form D with the SEC and the registration of the Conversion Shares and Warrant Shares under the Securities Act for resale by the Purchaser, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person (as hereinafter defined) in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof.  All consents, authorizations, orders, filings and registrations which the Company is required to obtain at or prior to the Closing pursuant to the preceding sentence have been obtained or effected.  The Company is unaware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the foregoing.

2.10       No General Solicitation .  Neither the Company, nor any of its Subsidiaries, nor any of their affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities.

2.11       No Integrated Offering .  None of the Company, its Subsidiaries, their affiliates, or any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions.

2.12       Placement Agent’s Fees .  No brokerage or finder’s fee or commission are or will be payable to any Person with respect to the transactions contemplated by this Agreement based upon arrangements made by the Company or any of its affiliates.  The Company agrees that it shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for persons engaged by Purchaser) relating to or arising out of the transactions contemplated hereby.  The Company shall pay, and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any claim for any such fees or commissions.

2.13       Litigation .  Except as disclosed in the SEC Documents, there is no material action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or its Subsidiaries, the transactions contemplated by the Transaction Documents, the Class A Common Stock or any of the Company’s respective current or former officers or directors in their capacities as such.  To the knowledge of the Company, there has not been within the past two (2) years, and there is not pending, any investigation by the SEC involving the Company or any current or former director or officer of the Company (in his or her capacity as such).  The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act within the past two (2) years. 

2.14       Indebtedness and Other Contracts .  Except as disclosed in the SEC Documents, the Company (a) does not have any outstanding Indebtedness (as defined below), (b) is not a party to any contract, agreement or instrument, the violation of which, or default under, by any other party to such contract, agreement or instrument would result in a Material Adverse Effect, (c) is not in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (d) is not a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect.  For purposes of this Agreement: (x) ”Indebtedness” of any Person means, without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (vi) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (vii) all indebtedness referred to in clauses (i) through (vi) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, change, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (viii) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through (vii) above; (y) ”Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (z) ”Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

2.15       Financial Information; SEC Documents .  Except as set forth in Schedule 2.15 hereto, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of such SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  Except as set forth in  Schedule 2.15  hereto, as of their respective dates, the financial statements of the Company included in such SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.  Except as set forth in  Schedule 2.15  hereto, such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dat