SHARE EXCHANGE AGREEMENT

Exhibit 2.4

THIS SHARE EXCHANGE AGREEMENT , dated as of July 30, 2009 (this “ Agreement ”), is made and entered into by and among ZURVITA, INC. , a company existing under the laws of Delaware ( “Zurvita” ); RED SUN MINING, INC. , a Delaware corporation (the “Company” ); Matthew Taylor , the Company’s principal shareholder (the “ Company Principal Shareholder ”) and THE AMACORE GROUP, INC. , the holder of 100% the issued and outstanding securities of Zurvita ( “Amacore” ). Certain capitalized terms used in this Agreement are defined in Exhibit B attached hereto and incorporated herein by reference.

WHEREAS , on June 30, 2009, the Board of Directors of the Company adopted resolutions approving the Company’s acquisition of 100% of the issued and outstanding shares of Zurvita by means of a share exchange with Zurvita and Amacore, upon the terms and conditions hereinafter set forth in this Agreement; and

WHEREAS , the aggregate common shares of Zurvita owned by Amacore constitute 100% of the issued and outstanding securities of Zurvita (collectively, the “ Zurvita Shares ”), and Amacore desires to sell and transfer their Zurvita Shares in exchange for shares of the Company’s common stock pursuant to the terms and conditions of this Agreement (the “ Share Exchange ”); and

WHEREAS , concurrent with the Share Exchange and as a condition to its consummation, the Company will close on a private placement financing raising gross proceeds in an amount acceptable to Zurvita from certain accredited investors (the “ Private Placement ”), pursuant to which such investors will purchase certain of the Company’s securities;

NOW THEREFORE, in consideration of the foregoing and the respective covenants, agreements and representations and warranties set forth herein, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

The foregoing recitals are a material part of this agreement and are incorporated herein by reference.

1.            DESCRIPTION OF SHARE EXCHANGE.

1.1             The Share Exchange . Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:

(a)            Amacore will sell, convey, assign, transfer and deliver to the Company stock certificate(s) representing the total number of Zurvita Shares owned by Amacore, resulting in the transfer of all 100 Zurvita Shares held by Amacore, and which shall constitute 100% of the issued and outstanding Zurvita Shares, each accompanied by a properly executed and authenticated stock power.

(b)            As consideration for the acquisition of the Zurvita Shares, the Company will issue to Amacore, in exchange for its Zurvita Shares, 9,310,000 shares of the Company’s Common Stock.

1.2             Closing Date . The closing of the Share Exchange (the “Closing” ) shall take place at the offices of Zurvita’s attorneys at 10:00 a.m. New York Time on July 30, 2009 or at such other place and time as mutually agreed to by Zurvita and the Company (the “Closing Date” ).

1.3             Taking of Necessary Action; Further Action . If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, Amacore, Zurvita, and the Company (as applicable) will take all such lawful and necessary action.

2.             REPRESENTATIONS AND WARRANTIES OF ZURVITA. Except as set forth on the Zurvita Disclosure Schedule, Zurvita hereby represents and warrants, as of the date hereof, to and for the benefit of the Company, as follows:

2.1             Due Organization. Zurvita is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and (ii) to own and use its assets in the manner in which its assets are currently owned and used.

2.2             Formation Documents and Bylaws; Records. Zurvita has delivered to the Company accurate and complete (through the date hereof) copies of its Certificate of Incorporation and Bylaws, including all amendments thereto (collectively referred to herein as the “Zurvita Corporate Documents” ). There has not been any material violation of any of the Zurvita Corporate Documents, and at no time has Zurvita taken any action that is inconsistent in any material respect with the Zurvita Corporate Documents.

2.3           Capitalization, Etc.

(a)            The authorized capital stock of Zurvita consists of 100 common shares, par value $0.01 per share, of which 100 shares have been issued and are outstanding. All of the outstanding Zurvita Shares have been duly authorized and validly issued and are fully paid and nonassessable. The Zurvita Shares to be transferred by Amacore to the Company in connection with the Share Exchange represent 100% of the shares of outstanding capital stock of Zurvita, immediately prior to the Share Exchange.

(b)            Except as set forth on Schedule 2.3(b) of the Zurvita Disclosure Schedule, there are no: (i) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of capital stock of Zurvita or other securities of Zurvita; (ii) outstanding securities, notes, instruments or obligations that are or may become convertible into or exchangeable for any shares of capital stock of Zurvita or other securities of Zurvita; (iii) outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of Zurvita; (iv) contracts (other than the Transaction Documents) under which Zurvita is or may become obligated to sell, transfer, exchange or issue any shares of capital stock of Zurvita or any other securities of Zurvita; (v) agreements, voting trusts, proxies or understandings with respect to the voting, or registration under any applicable securities laws, of any securities of Zurvita; or (vi) conditions or circumstances that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any securities of Zurvita .

(c)            Except as set forth on Schedule 2.3(c) of the Zurvita Disclosure Schedule, Zurvita has no stock option plans or other stock or equity related plans.

(d)           Contemporaneously with the closing of the Share Exchange, Zurvita will enter into a multi-level marketing agreement with OmniReliant Holdings, Inc. (“Omni”) whereby Omni will provide certain marketing services in consideration for 3,800,000 shares of Common Stock.

2.4             Finder’s Fee. Except as set forth on Schedule 2.4 of the Zurvita Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Share Exchange or any of the other transactions contemplated by the Transaction Documents based upon any arrangements or agreements made by or on behalf of Zurvita.

2.5             Compliance with Legal Requirements. Zurvita is, and has at all times been, in compliance in all material respects with all applicable Legal Requirements. Zurvita has never received any notice or other communication from any Person regarding any actual or possible violation of, or failure to comply with, any Legal Requirement. Zurvita and has obtained all material permits, certificates and licenses required by any Legal Requirement for the conduct of its business and the ownership of its assets. Zurvita is not in violation of any such permit, certificate or license, and no Legal Proceedings are pending or, to the Knowledge of Zurvita, threatened to revoke or limit any such permit, certificate or license.

2.6             Legal Proceedings. There is no pending Legal Proceeding, and to Zurvita’s Knowledge, no Person has threatened to commence any Legal Proceeding, that (i) involves or affects Zurvita or any of the assets owned or used by Zurvita or (ii) that challenges the Share Exchange or any of the other transactions contemplated by the Transaction Documents.

2.7             Authority; Binding Nature of Agreement. Zurvita has all necessary corporate power and authority to enter into and to perform its obligations under the Transaction Documents, and the execution, delivery and performance by Zurvita of the Transaction Documents have been duly authorized by all necessary action on the part of Zurvita, its board of directors and its shareholders, to the extent applicable. Each of the Transaction Documents to which Zurvita is a party constitutes the valid and binding obligation of Zurvita, enforceable against Zurvita in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

2.8             Non-Contravention. Neither the execution, delivery or performance of the Transaction Documents, nor the consummation of any of the transactions contemplated thereby, will directly or indirectly (with or without notice or lapse of time): (i) result in a violation of any of the provisions of the Zurvita Corporate Documents; (ii) to Zurvita’s Knowledge, result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by the Transaction Documents or to exercise any remedy or obtain any relief under any, Legal Requirement or any Order to which Zurvita or any of the assets owned, used or controlled by Zurvita, are subject; or (iii) result in a violation or breach of, or result in a default under, with or without notice or lapse of time, any provision of any Zurvita Contract.

2.9             Disclosure. Zurvita has not made any representation, warranty or statement in this Agreement, or in any of the schedules or exhibits attached to this Agreement, that contains any untrue statement of a material fact or, to the reasonable knowledge of Zurvita, omitted to state any material fact necessary in order to make the statements made herein and therein, in the light of the circumstances under which they were made, not misleading.

2.10           Consents and Approvals . Except for (i) applicable requirements of U.S. federal securities laws and state securities or blue-sky laws; (ii) applicable requirements of securities law of Delaware, as applicable; and (iii) as otherwise set forth in Schedule 2.10 of the Zurvita Disclosure Schedule, no filing with, and no permit, authorization, consent or approval of, any third party, public body or authority is necessary for the consummation by Zurvita of the transactions contemplated by this Agreement.

3.             REPRESENTATIONS AND WARRANTIES OF AMACORE. Amacore hereby represents and warrants, as of the date hereof and with respect only to the Zurvita Shares owned by Amacore, to and for the benefit of the Company, as follows:

3.1             Authority; Binding Nature of Agreement. Amacore has all necessary power and authority to enter into and to perform its obligations under the Transaction Documents to which it is a party, and, if applicable, the execution, delivery and performance by Amacore of each such Transaction Document has been duly authorized by all necessary action on the part of Amacore. Each Transaction Document to which Amacore is a party constitutes the valid and binding obligation of Amacore, enforceable against it in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies

3.2             Title to Zurvita Shares. Amacore owns all right, title and interest in and to its Zurvita Shares, and has the right to transfer to the Company all Zurvita Shares to be transferred by it to the Company in connection with the Share Exchange, and all such Zurvita Shares will be transferred to the Company free and clear of all Encumbrances.

3.3             Restricted Securities . Amacore is acquiring the shares of Common Stock issued by the Company, in connection with the Share Exchange, for its own account (and not for the account of others) for investment and not with a view to the distribution thereof. Amacore acknowledges that such shares of Common Stock will not be registered pursuant to the Securities Act or any applicable state securities laws, that such shares of Common Stock will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations such shares of Common Stock cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, Amacore is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act; and, the Zurvita Shareholder agrees not to sell or otherwise dispose of such shares of Common Stock without such registration or an exemption therefrom.

3.4             Accredited Investor; Non-U.S. Person . Amacore is either an “Accredited Investor” as that term is defined in Rule 501 of Regulation D of the Securities Act or not a “U.S. Person” as such term is defined by Rule 902 of Regulation S of the Securities Act. Amacore is able to bear the economic risk of acquiring the shares of Common Stock pursuant to the terms of this Agreement, including a complete loss of Amacore’s investment in such shares of Common Stock

3.5             Legend. Amacore acknowledges that the certificate(s) representing the shares of Common Stock shall each conspicuously set forth on the face or back thereof a legend in substantially the following form if Amacore is a U.S. Person:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME, NOT TO EXCEED FOUR (4) YEARS FROM THE CLOSING.

If Amacore is not a U.S. Person, such certificate shall bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME, NOT TO EXCEED FOUR (4) YEARS FROM THE CLOSING.

4.             REPRESENTATIONS AND WARRANTIES OF THE COMPANY. At the Closing, the Company represents and warrants to Zurvita and Amacore and acknowledges that Zurvita and Amacore are relying upon such representations and warranties in connection with the execution, delivery, and performance of this Agreement, notwithstanding any investigation made by or on behalf of Zurvita or Amacore, as follows:

4.1             Due Organization; No Subsidiaries, etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Red Sun Mining, Inc.” The Company is not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction.The Company does not have any Subsidiaries, does not own any controlling interest in any Entity and has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor any of the shareholders of the Company has ever approved, or commenced any Legal Proceeding or made any election contemplating, the dissolution or liquidation of the Company’s business or affairs.

4.2             Certificate of Incorporation and By-laws; Records. The Company has delivered to Zurvita accurate and complete (through the date hereof) copies of: (i) the Certificate of Incorporation and By-laws, including all amendments thereto, of the Company; (ii) the stock records of the Company; and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the holders of the Common Stock, the board of directors of the Company and all committees of the board of directors of the Company (the items described in the foregoing clauses “(i)”, “(ii)” and “(iii)” of this Section 4.2 being collectively referred to herein as the “Company Corporate Documents” ). There have been no formal meetings held of, or corporate actions taken by, the shareholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in the Company Corporate Documents. There has not been any violation of any of the Company Corporate Documents, and at no time has the Company taken any action that is inconsistent in any material respect with the Company Corporate Documents. The books of account, stock records, minute books and other records of Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with Legal Requirements and prudent business practices.

4.3           Capitalization, etc.

(a)            The authorized capital stock of the Company consists of: (i) 100,000,000 shares of common stock, par value $0.0001 per share, of which 3,000,000 shares have been issued and are outstanding; and (ii) 10,000,000 shares of blank check preferred stock, par value $0.0001 per share, of which none are issued and outstanding. All of the outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding shares of the Company’s capital stock and all of the outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the Company’s capital stock or other securities of the Company have been issued in compliance with all applicable federal and state securities laws and other applicable Legal Requirements and all requirements set forth in the Company Corporate Documents and Company Contracts. Except with respect to the proposed Repurchase, no shares of the Company capital stock are subject to a repurchase option in favor of the Company.

(b)            There are no: (i) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the Company’s capital stock or other securities of the Company; (ii) outstanding securities, notes, instruments or obligations that are or may become convertible into or exchangeable for any shares of the Company’s capital stock or other securities of the Company; (iii) outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company; (iv) Contracts (other than the Transaction Documents and documents relating to the Private Placement) under which the Company is or may become obligated to sell, transfer, exchange or issue any shares of the Company’s capital stock or any other securities of the Company; (v) agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act, of any shares of the Company; or (vi) conditions or circumstances that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of the Company’s capital stock or other securities of the Company.

(c)            The Company does not have any stock option plans or other stock or equity related plans.

4.4             SEC Reports; Financial Statements. The Company has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials being collectively referred to herein as the “ SEC Reports ” and, together with this Agreement and the Schedules to this Agreement, the “ Disclosure Materials ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Company has delivered or otherwise made available to Zurvita copies of all SEC Reports filed within the 10 days preceding the date hereof. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports (the “ Financial Statements ”) comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The Financial Statements have been prepared in accordance with GAAP, except as may be otherwise specified in the Financial Statements or the notes thereto, and fairly present in all material respects the assets, liabilities, financial position and results of operations of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The books and records of the Company are true, accurate and complete in all material respects. All material agreements to which the Company is a party or to which the property or assets of the Company are subject are included as part of or specifically identified in the SEC Reports.

4.5             Equipment; Leasehold; Business Conducted. All material items of equipment and other tangible assets owned by or leased to the Company are in good condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the Company’s business in the manner in which such business is currently being conducted , as described in the SEC Reports . Except as set forth on Schedule 4.5 of the Company Disclosure Schedule, the Company does not own any real property or any interest in real property. The Company has never, since its inception, owned or conducted any business, other than as described in the SEC Reports.

4.6             Intellectual Property. The Company has no Registered IP, Intellectual Property Rights or Intellectual Property.

4.7             Contracts. Schedule 4.7 of the Company Disclosure Schedule identifies each Company Contract and provides an accurate description of the terms of each Company Contract that is not in written form. The Company has delivered to Zurvita accurate and complete copies of all written Company Contracts. Each Company Contract is valid, binding and enforceable by the Company in accordance with its terms subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company has not violated or breached, or committed any default under, any Company Contract, and, to the Company’s Knowledge, no other Person has violated or breached, or committed any default under, any Company Contract. Schedule 4.7 of the Company Disclosure Schedule provides an accurate and complete list of all Consents required under any Company Contract to consummate the transactions contemplated by the Transaction Documents.

4.8             Finder’s Fee. Except as set forth on Schedule 4.8 of the Company Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Share Exchange or any of the other transactions contemplated by the Transaction Documents based upon any arrangements or agreements made by or on behalf of the Company.

4.9             Compliance with Legal Requirements. The Company is, and has at all times been, in compliance with all applicable material Legal Requirements. To the Company’s Knowledge, the Company is, and has at all times been, in compliance with all other applicable Legal Requirements. The Company has never received any notice or other communication from any Person regarding any actual or possible violation of, or failure to comply with, any Legal Requirement. The Company has obtained all material permits, certificates and licenses required by any Legal Requirement for the conduct of its business and the ownership of its assets. The Company is not in violation of any such permit, certificate or license, and no Legal Proceedings are pending or, to the Knowledge of the Company, threatened to revoke or limit any such permit, certificate or license.

4.10           Legal Proceedings. There is no pending Legal Proceeding, and to the Company’s Knowledge, no Person has threatened to commence any Legal Proceeding, that (i) involves or affects the Company or any of the assets owned or used by the Company, or (ii) that challenges the Share Exchange or any of the other transactions contemplated by the Transaction Documents. No Legal Proceeding has ever been commenced that involves or affects the Company or the assets owned by the Company. There is no Order in which the Company is named or to which any of the assets of the Company is subject.

4.11           No Undisclosed Liabilities. The Company has no Liabilities, except for (i) Liabilities reflected on the Financial Statements, (ii) accounts payable incurred in the ordinary course of business since the date of the last balance sheet reflected in the Financial Statements, none of which are material in nature or exceed US$ 5,000 in the aggregate, (iii) Liabilities under the Company Contracts, and (iv) Liabilities incurred in connection with the negotiation of the Transaction Documents and the transactions contemplated thereby. A

4.12           Tax Matters. Except as set forth on Schedule 4.12 of the Company Disclosure Schedule, all Tax Returns required to be filed by or on behalf of the Company with any Governmental Body before the Closing Date (the “Company Returns” ): (i) have been or will be filed on or before the applicable due date (including any extensions of such due date); (ii) have been, or will be when filed, accurately and completely prepared in all material respects in compliance with all applicable Legal Requirements; and (iii) have been provided or made available to Zurvita. All Taxes owed by the Company have been paid when due, whether or not such amounts are shown on any Company Returns. The Financial Statements fully accrue all actual and contingent Liabilities for unpaid Taxes with respect to all periods through the date thereof and the Company has made adequate provision for unpaid Taxes after that date in its books and records. No Company Return has ever been examined or audited by any Governmen