STOCK PURCHASE AGREEMENT

This Agreement sets forth the terms and conditions upon which Sellers are selling to the Buyer and the Buyer is purchasing from the Sellers the number of shares (hereinafter referred to as the “Shares”) of common stock of Capital Equity Finance, Inc., a Florida corporation (the “Company”) indicated on the signature page hereto in a private stock sale transaction.

In consideration of the mutual agreements contained herein, the parties hereby agree as follows:

1.01            Shares being Sold . Subject to the terms and conditions of this Agreement, each Seller is selling his, her or its Shares to the Buyer.

1.02            Consideration.

(a)            Purchase Price . “The Purchase Price” of the Shares shall be the amount indicated on the signature page hereto.

(b)           Each Seller acknowledges that other shareholders may be selling their shares in the company in private transactions and in varying amounts and prices per share and this Agreement confirms our private transaction in writing.

1.03            Settlement Funds. The Buyer has remitted funds to the trust account of Russell C. Weigel, III, P.A. Upon execution of this Agreement by all parties, Russell C. Weigel, III, P.A. is authorized without further consent by any party hereto to disburse funds to the Sellers.

1.04            Closing . The Closing of the transactions shall take place on May 8, 2009, or at such other date and time as the parties may mutually agree in writing.

1.05            Transactions and Documents at Closing .

(1)   Deliveries by Seller and the Company .  At the Closing, Seller and the Company shall deliver to Buyer:

(2)   Deliveries by Buyer .  At the Closing, Buyer shall deliver to Sellers:

2.01              Finder . The Sellers and the Buyer acknowledge that Coast to Coast Realty, Inc., a licensed business broker, acted as a finder with respect to the transaction contemplated herein.  Sellers will pay the finder’s fee for such services.

2.02             Other Shareholders.   The Sellers and the Buyer acknowledge that other shareholders of the Company may be selling their shares in the Company in private transactions and in varying amounts and prices per share and that this Agreement confirms each Seller’s and Buyer’s private transaction in writing.  By signing this Agreement, each Seller acknowledges that shares in the Company may be sold at varying prices and that there has been no influence exerted over the Seller by any officer or director of the Company regarding the sale of any of each Seller’s Shares.

Each Seller hereby represents and warrants as follows:

3.01            Ownership of the Shares .  Seller is the record and beneficial owner of the Shares of Common Stock of the Company set forth on the signature page hereto and to be transferred to the Buyer pursuant to this Agreement.  All of the Shares to be delivered by the Seller are free and clear of all voting trusts, agreements, arrangements, encumbrances, liens, claims and liabilities of every nature, and each Seller is conveying clear and unencumbered title thereto to the Shares

Buyer hereby represents and warrants as follows:

4.01            Authority; No Violation . The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated hereby by Buyer has been duly authorized. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or default under any term or provision of any contract, commitment, indenture, other agreement or restriction of any kind or character to which any of the individual Buyer is a party or by which any of the individual Buyer is bound.

4.02            Representations Regarding the Acquisition of the Shares .

(a)           The Buyer understands the speculative nature and the risks of investments associated with the Company and confirms that it is able to bear the risk of the investment, and that there may not ever be any public market for the Shares purchased herein;

(b)           Neither the Company nor any of the Sellers are under an obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Shares by the Buyer, and Buyer is solely responsible for determining the status, in  its hands, of the shares acquired in the transaction and the availability, if required, of exemptions from registration for purposes of sale or transfer of the Shares;

(c)           The Buyer has had the opportunity to ask questions of the Company and the Sellers and receive additional information from the Company to the extent that the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given: (1) all material books and records of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all filings made with the SEC; and, (4) an opportunity to question the appropriate executive officers of the Company and Sellers.

(d)           The Buyer has sufficient knowledge and experience in financial and business matters, and is sufficiently familiar with investments of the type represented by the Shares, including familiarity with previous private and public purchases of speculative and restricted securities, that it is capable of evaluating the merits and risks associated with purchase of the Shares;

(e)           In evaluating the merits of the purchase of the Shares, Buyer has relied solely on his, her or its own investigation concerning the Company and has not relied upon any representations provided by the Company or by the Sellers;

(f)           Buyer understands and acknowledges that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws in reliance upon exemptions provided