STOCK PURCHASE AGREEMENT

Exhibit 10.1

This Share Exchange Agreement (" Agreement "), is made and entered into as of the 30 ^th day of April 2009 by and among RINEON GROUP INC . (formerly, Jupiter Resources, Inc.) , a corporation organized under the laws of the State of Nevada   (“ Rineon ”); NATPROV HOLDINGS, INC. , a British Virgin Islands corporation (" NatProv "); and DARCY GEORGE RONEY (“ Roney ” or the “ Rineon Principal Stockholder ”). Rineon, NatProv, and the Rineon Principal Stockholder hereinafter sometimes individually referred to as a “ Party ” and collectively referred to as the “ Parties .”

A.           Rineon desires to purchase from NatProv all of the shares of capital stock of AMALPHIS GROUP INC ., a British Virgin Island corporation (“ Amalphis ”) that are owned of record and beneficially by NatProv.

B.           NatProv is the record and beneficial owner of 1,985,834 shares of common stock of Amalphis (the “ Subject Shares ”), representing 81.5% of the 2,437,500 issued and outstanding shares of common stock of Amalphis, $0.001 par value per share (the “ Amalphis Outstanding Shares ”).

C.           NatProv is willing to sell the Subject Shares to Rineon, all upon the terms and subject to the conditions hereinafter set forth.

D.           The board of directors of each of Rineon and NatProv and the Rineon Principal Stockholder each deem it to be in the best interests of Rineon and NatProv and their respective shareholders to consummate the sale and purchase of the Subject Shares, as a result of which Rineon shall acquire 81.5% of all of the issued and outstanding Amalphis Outstanding Shares and NatProv shall receive the Purchase Price (as hereinafter defined).

NOW, THEREFORE, in consideration of the mutual covenants, agreements, repre­sentations and warranties contained in this Agreement, the parties hereto agree as follows:

  As used in this Agreement, the following terms shall have the meanings set forth below:

“ Applicable Law” means any domestic or foreign law, statute, regulation, rule, policy, guideline or ordinance applicable to the businesses of the Parties, the Share Exchange and/or the Parties.

 “ Affiliate ” means any one or more Person controlling, controlled by or under common control with any other Person or their affiliate.

“ Amalphis ” means Amalphis Group Inc., a British Virgin Island corporation.

“ Amalphis Common Stock ” means the 100,000,000 shares of common stock, $0.001 par value per share, of Amalphis that are authorized for issuance pursuant to its certificate of incorporation.

“ Amalphis Outstanding Shares ” means the 2,437,500 shares of Amalphis Common Stock that are issued and outstanding as at the date of this Agreement and as at the Closing Date.

“ Amalphis Group ” shall have the meaning set forth in Section 2.3 of this Agreement.

 “ Business Day ” shall mean any day, excluding Saturday, Sunday and any other day on which national banks located in New York, New York shall be closed for business.

“ Certificate of Designations ” shall mean the certificate of designations of the relative rights, privileges and preferences of the 36,000 shares of Series A Preferred Stock in the form of Exhibit A annexed hereto and made a part hereof.

“ Closing Date ” shall mean the date upon which the purchase and sale of the Subject Shares shall be consummated.

“ Dollar” and “ $” means lawful money of the United States of America.

 “ Exchange Act” means the Securities Exchange Act of 1934, as amended.

 “ Financial Statements ” shall have the meaning as is defined in Section 2.4 of this Agreement.

“ GAAP ” means generally accepted accounting principles in the United States of America as promulgated by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board or any successor Institutes concerning the treatment of any accounting matter.

“ Intigy ” means Intigy Absolute Return, Ltd., a British Virgin Islands corporation.

“ Intigy Purchase Agreement ” mean the preferred stock purchase agreement, dated as of April 30, 2009, between Rineon and Intigy, in the form of Exhibit B annexed hereto and made a part hereof.

“ Knowledge ” means the knowledge after reasonable inquiry.

“ Lien ” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset.

“ Material Adverse Effect ” with respect to any entity or group of entities means any event, change or effect that has or would have a materially adverse effect on the financial condition, business or results of operations of such entity or group of entities, taken as a consolidated whole.

“NatProv” means NatProv Holdings Inc., a British Virgin Islands corporation.

 “ National Securities Exchange ” means the collective reference to the New York Stock Exchange, the NYSE Alternext Exchange, the Nasdaq Stock Exchange, the FINRA OTC Bulletin Board or any other recognized national securities exchange in the United States.

 “ Person ” means any individual, corporation, partnership, trust or unincorporated organization or a government or any agency or political subdivision thereof.

“ Purchase Price ” shall mean Thirty Six Million United States Dollars (U.S. $36,000,000).

“ Rineon Common Stock ” shall mean the 75,000,000 shares of common stock of Rineon, $0.001 par value per share, that are authorized for issuance pursuant to the certificate of incorporation of Rineon.

“ Rineon Preferred Stock” means the 10,000,000 shares of preferred stock of Rineon, $0.001 par value per share, that are authorized for issuance pursuant to the certificate of incorporation of Rineon, and containing such rights, privileges and designations as the board of directors of Rineon may, from time to time determine.

 “ Rineon Reincorporation Documents ”  shall mean the documents annexed hereto as Exhibit C and made a part hereof which are required to reincorporate and redomicile Rineon as a corporation organized under the laws of the British Virgin Islands under the name RINEON GROUP, INC.

 “ Sale of Control ”  means the sale or transfer of all or substantially all of the shares of capital stock or assets of Rineon and its consolidated Subsidiaries, whether through merger, consolidation, asset sale, tender offer or like combination or consolidation, to any Person who is not an Affiliate of Rineon immediately prior to such Sale of Control.

 “ Series A Preferred Stock ” shall mean the 36,000 shares of Series A convertible preferred stock of Rineon, $1,000 stated value per share, authorized for issuance pursuant to the Certificate of Designation.

“ Stock Redemption Agreement ” shall have the meaning as defined in the Intigy Purchase Agreement.

“ Subject Shares ” shall mean an aggregate of 1,985,834 of the Amalphis Outstanding Shares that are owned of record and beneficially by NatProv as at the date hereof and as at the Closing Date.

“ Subsidiary ” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.

 “ Tax ” (and, with correlative meaning, “ Taxes ” and “ Taxable ”) means:

(i) any income, alternative or add-on minimum tax, gross receipts tax, sales tax, use tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax, withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp tax, occupation tax, property tax, environmental or windfall profit tax, custom, duty or other tax, impost, levy, governmental fee or other like assessment or charge of any kind whatsoever together with any interest or any penalty, addition to tax or additional amount imposed with respect thereto by any governmental or Tax authority responsible for the imposition of any such tax (domestic or foreign), and

(ii) any liability for the payment of any amounts of the type described in clause (i) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any Taxable period, and

(iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify any other person.

“ Tax Return ” means any return, declaration, form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Trading Days ” means any day on which the New York Stock Exchange or other National Securities Exchange on which Rineon Common Stock trades is open for trading.

“ VWAP ” means the volume weighted average price per share of Rineon Common Stock as reported by Bloomberg Reporting Service or other recognized stock market price reporting service.

SECTION 1.                                  PURCHASE AND SALE OF THE SUBJECT SHARES

1.1            Sale of the Subject Shares .

(a)           On the Closing Date and subject to and upon the terms and conditions of this Agreement, NatProv shall sell, assign, transfer and exchange (collectively, “ Transfer ”) to Rineon all, and not less than all, of the Subject Shares, consisting of 1,985,834 of the Amalphis Outstanding Shares that are owned of record and beneficially by NatProv, and representing 81.5% of the Amalphis Outstanding Shares at the Closing Date.

(b)           On the Closing Date, NatProv shall deliver to Rineon one or more stock certificates evidencing the Subject Shares, duly endorsed in blank (the “ Subject Shares Certificates ”).

1.2            Payment of Purchase Price .  On the Closing Date, against delivery of the Subject Shares Certificates, Rineon shall pay to NatProv the $36,000,000 Purchase Price.  Such Purchase Price shall be paid by wire transfer of immediately available funds to a bank account designated by NatProv prior to the Closing Date.

1.3            Closing.

The closing of the sale and purchase of the Subject Shares (the “ Closing ”) will take place immediately following the consummation of the sale of the Series A Preferred Stock to Intigy under the Intigy Purchase Agreement, at the offices of Hodgson Russ LLP, at its office in New York, New York, within five (5) Business Days following the delivery of satisfaction or waiver of the conditions precedent set forth in Section 4 or at such other date as Rineon and NatProv shall agree (the “ Closing Date ”), but in no event shall the Closing Date occur later than May 14, 2009, unless such date shall be extended by mutual agreement of Rineon and NatProv.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF NATPROV .

NatProv hereby represents and warrants to Rineon as follows:

2.1            Organization and Good Standing: Ownership of Shares.   NatProv is a corporation duly organized and validly existing under the laws of the British Virgin Islands.  There are no outstanding subscriptions, rights, options, warrants or other agreements obligating NatProv to issue, sell or transfer any stock or other securities of NatProv.

2.2            Authority and Ownership of Subject Shares.

(a)           NatProv has the corporate power to enter into this Agreement and to perform its obligations hereunder.  The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby have been duly authorized by the Board of Directors of NatProv.  The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which NatProv is a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to NatProv or its properties.  The execution and performance of this Agreement will not violate or conflict with any provision of the Articles of Incorporation or by-laws of NatProv.

(b)           As at the date of this Agreement and the Closing Date, NatProv is the record and beneficial owner of all, and not less than all, of the Subject Shares. The Subject Shares are owned of record and beneficially by NatProv free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

2.3            Capitalization.

As at the date of this Agreement, and as at the Closing Date:

(a)           NatProv is the owner of 1,985,834 Subject Shares of Amalphis , representing 81.5% of the Amalphis Outstanding Shares;

(b)           Amalphis owns 100% of the issued and outstanding share capital of Allied Provident Insurance, Inc ., an exempt insurance company organized under the laws of Barbados (“ Allied Provident ”);

(c)           Allied Provident, owns 66.7% of the issued and outstanding capital stock of First Florida Holdings, Inc. , an inactive Florida corporation (“ FFH ”).

Amalphis, Allied Provident and FFH are hereinafter sometimes collectively referred to as the “ Amalphis Group .”

2.4            Financial Statements, Books and Records.

(a)            Schedule 2.4(a) consists of the audited consolidated financial statements (balance sheet, income statement, statements of cash flows and shareholder equity and notes thereto) of Amalphis and Allied Provident as of December 31, 2007 and December 31, 2008 and for the two (2) fiscal years then ended (the “ Amalphis Annual Financial Statements ”).

(b)           The Amalphis Financial Statements fairly represent the financial position of the Amalphis Group as at such dates and the results of their operations for the periods then ended.  The Financial Statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods except as otherwise stated therein. The books of account and other financial records of the Amalphis Group are in all respects complete and correct in all material respects and are maintained in accordance with good business and accounting practices.

(e)           The Amalphis Annual Financial Statements were audited in accordance with generally accepted accounting principles and Regulation S-X, as promulgated under the Securities Act of 1933, as amended.

(f)           In addition to the Amalphis Annual Financial Statements, the auditors engaged pursuant to Section 2.4(e) above shall review, and assist Amalphis in the preparation of, an unaudited consolidated balance sheet and statement of income of the Amalphis Group as may be required for the comparative fiscal quarters ended March 31, 2009 and March 31, 2008 (collectively, the “ Additional Financial Statements ”).

2.5            Access to Records.   The corporate financial records, minute books and other documents and records of the Amalphis Group have been made available to Rineon prior to the Closing hereof.

2.6            No Material Adverse Changes.   Except as otherwise described on Schedule 2.6 hereto, since December 31, 2008 there has not been:

2.7   Taxes.   The Amalphis Group as of December 31, 2008, has filed all material tax, governmental and/or related forms and reports (or extensions thereof) due or required to be filed and has (or will have) paid or made adequate provisions for all taxes or assessments which had become due as of December 31, 2005, and there are no deficiency notices outstanding.

2.8   Compliance with Laws.   Except as set forth on Schedule 2.8,  the Amalphis Group has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business which, if not complied with, would materially and adversely affect the business of  the Amalphis Group.

2.9            No Breach.   The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not:

(a)  violate any provision of the Articles of Incorporation or By-Laws of  the Amalphis Group;

(b)  violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any contract or other agreement to which the Amalphis Group is a party or by or to which it or any of its assets or properties may be bound or subject;

(c)  violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon,  the Amalphis Group or upon the properties or business of  the Amalphis Group; or

(d)           violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of the Amalphis Group.

2.10            Actions and Proceedings.    The Amalphis Group is not a party to any material pending litigation or, to its knowledge, any governmental investigation or proceeding not reflected in the Amalphis Group Financial Statements, and to its best knowledge, no material litigation, claims, assessments or Non-governmental proceedings are threatened against the Amalphis Group except as set forth on Schedule 2.10 attached hereto and made a part hereof.

2.11            Agreements.   Schedule 2.11 sets forth any material contract or arrangement to which the Amalphis Group is a party or by or to which it or its assets, properties or business are bound or subject, whether written or oral.

2.12            Brokers or Finders.   No broker's or finder's fee will be payable by the Amalphis Group in connection with the transactions contemplated by this Agreement, nor will any such fee be incurred as a result of any actions by the Amalphis Group or NatProv.

2.13            Real Estate.   Except as set forth on Schedule 2.13, the Amalphis Group owns no real property nor is a party to any leasehold agreement.

2.14            Tangible Assets.   Except as set forth on Schedule 2.14 hereto,  the Amalphis Group has full title and interest in all machinery, equipment, furniture, leasehold improvements, fixtures, projects, owned or leased by  the Amalphis Group, any related capitalized items or other tangible property material to the business of the Amalphis Group (the " Tangible Assets ").   the Amalphis Group holds all rights, title and interest in all the Tangible Assets owned by it on the Balance Sheet or acquired by it after the date on the Balance Sheet free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts or any other encumbrances.  All of the Tangible Assets are in good operating condition and repair and are usable in the ordinary course of business of  the Amalphis Group and conform to all applicable laws, ordinances and government orders, rules and regulations relating to their construction and operation, except as set forth on Schedule 2.14 hereto.

2.15            Liabilities.    The Amalphis Group did not have any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, liquidated or unliquidate