STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE

Exhibit 10.6

NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, it is hereby agreed as follows:

As an inducement to and to obtain the reliance of Halberd, SellMyBusiness represents and warrants as follows:

Section 1.1         Organization. SellMyBusiness is a corporation duly organized, validly existing, and in good standing under the Michigan and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the Schedules attached hereto (hereinafter defined) are complete and correct copies of the articles of incorporation, bylaws and amendments thereto as in effect on the date hereof. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not violate any provision of SellMyBusiness's articles of incorporation or bylaws. SellMyBusiness has full power, authority and legal right and has taken all action required by law, its articles of incorporation, bylaws or otherwise to authorize the execution and delivery of this Agreement.

Section 1.2         Capitalization . The authorized Capitalization of SellMyBusiness consists of 60,000 Common Shares, with no par value per share and no Preferred Shares. As of the date hereof, SellMyBusiness has 12,529 shares of common stock outstanding.

Section 1.3         Subsidiaries.    SellMyBusiness has no subsidiaries.

Section 1.4       Tax Matters: Books and Records.

         Section 1.7       Information . The information concerning SellMyBusiness as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made in light of the circumstances under which they were made, not misleading.

         Section 1.8       Title and Related Matters. SellMyBusiness has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest in properties and assets, real and personal (collectively, the “Assets”) free and clear of all liens, pledges, charges or encumbrances. SellMyBusiness owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever and all procedures, techniques, marketing plans, business plans, methods of management or other information utilized in connection with SellMyBusiness business. No third party has any right to, and SellMyBusiness has not received any notice of infringement of or conflict with asserted rights of other with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly on in the aggregate, if the subject of an unfavorable decision ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of SellMyBusiness or any material portion of its properties, assets or rights.

         Section 1.9       Contracts On the closing date:

         Section 1.10          Compliance With Laws and Regulations. To the best of SellMyBusiness’s knowledge and belief, SellMyBusiness has complied with all applicable statutes and regulations of any federal, state or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of SellMyBusiness or would not result in SellMyBusiness incurring material liability.

        Section 1.11           Insurance. All of the insurable properties of SellMyBusiness are insured for SellMyBusiness’s benefit under valid and enforceable policy or policies containing substantially equivalent coverage and will be outstanding and in full force at the Closing Date.

          Section 1.12          Approval of Agreement. The directors of SellMyBusiness have authorized the execution and delivery of the Agreement by and have approved the transactions contemplated hereby.

         Section 1.13          Material Transactions or Affiliations . There are no material contracts or agreements of arrangement between SellMyBusiness and any person, who was at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known to beneficially own ten percent (10%) or more of the issued and outstanding Common Shares of SellMyBusiness and which is to be performed in whole or in part after the date hereof. SellMyBusiness has no commitment, whether written or oral, to lend any funds to, borrow any money from or enter into material transactions with any such affiliated person.

Section 1.14           No Conflict With Other Instruments . The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which SellMyBusiness is a party or to which any of its properties or operations are subject.

Section 1.15           Governmental Authorizations. SellMyBusiness has all licenses, franchises, permits or other governmental authorizations legally required to enable it to conduct its business in all material respects as conducted on the date hereof. Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by SellMyBusiness of this Agreement and the consummation of the transactions contemplated hereby.

As an inducement to, and to obtain the reliance of SellMyBusiness, Halberd represents and warrants as follows:

Section 2.1       Organization. Halberd is a corporation duly organized, validly existing and in good standing under the laws of Nevada and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign entity in the country or states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the Attached Schedules (as hereinafter defined) are complete and correct copies of the articles of incorporation, bylaws and amendments thereto as in effect on the date hereof. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of Halberd's certificate of incorporation or bylaws. Halberd has full power, authority and legal right and has taken all action required by law, its articles of incorporation, bylaws or otherwise to authorize the execution and delivery of this Agreement.

Section 2.2         Capitalization. The authorized Capitalization of Halberd consists of 120,000,000 Common Shares, $0.001 par value per share and 10,000,000 Preferred Shares, par value $0.001. As of the date of the Agreement, there were ______ common shares outstanding.

All issued and outstanding common shares have been legally issued, fully paid, are nonassessable and not issued in violation of the preemptive rights of any other person. Halberd has no other securities, warrants or options authorized or issued.

Section 2.3         Subsidiaries . Halberd has no subsidiaries.

Section 2.4       Tax Matters; Books & Records

Section 2.5         Information . The information concerning Halberd as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 2.6         Title and Related Matters. Halberd has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interests in properties and assets, real and personal (collectively, the "Assets") free and clear of all liens, pledges, charges or encumbrances. Except as set forth in the Schedules attached hereto, Halberd owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever and all procedures, techniques, marketing plans, business plans, methods of management or other information utilized in connection with Halberd's business. Except as set forth in the attached Schedules, no third party has any right to, and Halberd has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of Halberd or any material portion of its properties, assets or rights.

Section 2.7         Litigation and Proceedings . There are no actions, suits or proceedings pending or threatened by or against or affecting Halberd, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse effect on the business, operations, financial condition, income or business prospects of Halberd. Halberd does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality.

Section 2.8         Contracts. On the Closing Date:

Section 2.9         No Conflict With Other Instruments . The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provisi