Exhibit10.1 STOCKFOR STOCK EXCHANGE AGREEMENT

(a)  

Existence.  The Company is a corporation duly organized and validly existing under the laws of Nevada;

(b)  

Authorization; No Violation.  The execution, delivery and performance by The Rudy Shareholders of this Agreement are within The Rudy Shareholder’s powers, have been duly authorized by all necessary action, and do not contravene in any material respect any Requirement of Law or Contractual Obligation of any of the Rudy Shareholders.  As used herein, “Requirement of Law” shall mean, as to any Person, the certificate of incorporation and bylaws or other organizational or governing documents of such Person, if applicable, and any law, treaty, rule or regulation, or determination of an arbitrator or any court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.  As used herein, “Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound.  As used herein, “Person” shall mean an individual or any corporation, association, partnership, joint venture, estate, trust or other legal entity, including any Governmental Authority.  As used here, “Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government;

(c)  

Government and Other Consents.  No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required to be obtained or made, and no consent of any third party is required to be obtained by the Rudy Shareholders for the due execution, delivery and performance by the Rudy Shareholders of this Agreement;

(d)  

Enforceable Obligations.  This Agreement has been duly executed and delivered on behalf of the Rudy Shareholders and constitutes the legal, valid and binding obligation of the Rudy Shareholders enforceable against the Rudy Shareholders in accordance with its terms and conditions, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;

(e)  

No Litigation.  No claim, action, suit, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Rudy Shareholders, threatened by or against the Rudy Shareholders with respect to the Company, by this Agreement or any of the transactions contemplated hereby.  To the best of the Rudy Shareholders’ knowledge, no judgment, order, writ, injunction, decree or award issued by any Governmental Authority is applicable to the Rudy Shareholders, which affects any of the Shares, the Company, this Agreement or any of the transactions contemplated hereby;

(f)  

Ownership of the Shares. Each of the Rudy Shareholders is the owner of record and beneficially of the number of issued and outstanding shares listed in Schedule 2.01(f).  All of the Shares are free and clear of any liens, claims and encumbrances (collectively, “Encumbrances”).  The Rudy Shareholders has the right to transfer title to the Shares to ACUP.  There are no commitments, agreements or rights relating to the purchase, sale or other disposition of the Shares or any interest therein (including, without limitation, any subscription agreement, preemptive right or right of first refusal).  None of the Shares are subject to any voting trust, voting agreement, or other similar agreement or understanding  with respect to the voting or control thereof, nor is any proxy in existence with respect to any of the Shares.  Upon the sale of the Shares to ACUP pursuant to this Agreement, ACUP will own the Shares free and clear of all Encumbrances;

(g)  

Disclosure.  No representation or warranty made by the Rudy Shareholders in this Agreement and in any schedule or exhibit hereto, to the best knowledge of the Rudy Shareholders, contains any untrue statement of material fact or omits any material fact in order to make the statements made and information contained therein as of the date hereof not misleading;

(h)  

Brokers, Finders.  The Rudy Shareholders have no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Rudy could become liable or obligated.

(a)  

Organizations, Standing and Qualification of the Company.  The Company is a corporation duly organized, validly existing and in good standing under the laws of Nevada and the Company has all necessary corporate power and authority to engage in the business in which it is presently engaged.  The Company has not qualified to do business as a foreign corporation in any state.  The Rudy Shareholders has delivered to Rudy true, correct and complete copies of the certificate of incorporation and bylaws of the Company, and all amendments thereto;

(b)  

Capital Structure of the Company.  The authorized capital stock of the Company consists of 100,000,000 shares of common stock of which 40,800,000 shares are issued and outstanding.  No other class or series of capital stock of the Company is or has been authorized, nor has the Company authorized or issued, nor does it have outstanding, any other securities (including, without limitation, options, warrants, conversion privileges or other rights, contingent or otherwise, to exchange any capital stock or other securities of the Company).  All of the Shares are duly authorized, validly issued, fully paid and non-assessable.  All of the Shares were issued in compliance with all applicable Requirements of Law (including securities laws) and in compliance with the certificate of incorporation and bylaws of the Company.  There are no outstanding subscriptions for any securities to be issued by the Company;

(c)  

No Violation of Statute or Breach of Contract.  To the best knowledge of the Rudy Shareholders, the Company is not in default under, or in violation of, (a) any material applicable Requirement of Law, or (b) any material Contractual Obligation.  The Company has not received notice that any Person claims that the Company has committed such a default or violation;

(d)  

Government and Other Consents.  No consent, authorization, license, permit, registration or approval of, or exemption or other action by, any Governmental Authority is required to be obtained or made, and no consent of any third party is required to be obtained by the Company in connection with the execution and delivery of this Agreement or with the consummation of the transactions contemplated hereby;

(e)  

Effect of Agreement.  The execution and delivery of this Agreement by the Rudy Shareholders, performance of the obligations of the Rudy Shareholders hereunder and consummation of the transactions contemplated hereby will not (i) result in a breach or violation of any Requirement of Law applicable to the Company, (ii) result in the breach of, or be in conflict with, any term, covenant, condition or provision of, any Contractual Obligation of the Company; or (iii) result in the creation or imposition of any Encumbrances upon any assets of the Company;

(f)  

Financial Statement.  The audited balance sheet and income statement of the Company as of June 30, 2007, to be procured and paid for by the Company (the “Financial Statements”) shall be complete and accurate and fairly present the assets and liabilities of the Company as of the dates and for the period therein specified;

(g)  

Assets and Business.  The Company owns the tangible and intangible assets listed in Schedule 2.02(g) (plus tangible assets acquired after the date hereof and minus tangible assets disposed of in the ordinary course of business after the date hereof) free and clear of all Encumbrances except as set forth in Schedule 2.02(g), as such Schedule may be amended to include Encumbrances attaching after the date hereof to tangible assets acquired after the date hereof;

(h)  

Absence of Undisclosed Liabilities.  Except as included in the Financial Statements and except for liabilities which arise after the date of the Financial Statements in the ordinary course of business, to the best of the Rudy Shareholders’ knowledge, the Company does not have any material debt, liability, or obligation as of the Closing Date of any nature, accrued, absolute or contingent, due or to become due, liquidated or un-liquidated (each, “Undisclosed Liability”).  For purposes of this subsection 2.01(h), a liability shall be deemed to be material if it exceeds 5% of the Company’s assets as shown on the Financial Statements;

(i)  

Tax Returns and Payments. All income tax returns, federal, state, local, foreign and other, including, without limitation, all federal income tax returns and reports for each fiscal year of the Company through the fiscal year ended June 30, 2007, required to be filed by and/or on behalf of the Company in respect of any income taxes (including without limitation all foreign, federal, state, county and local income taxes) have been filed, and the Company has paid all income taxes shown thereon as owing except where the failure to file or to pay income taxes would not have a material adverse affect on the financial condition of the Company.  Three are no deficiency assessments against the Company with respect to any foreign, federal, state, local or other taxes.  There are no outstanding agreements or waivers extending the period of limitation applicable for assessment or collection for any federal, state, local or foreign tax, or for the filing of any tax return, in respect of the Company for any period.  Neither the federal tax returns nor any state, county, local or foreign tax returns of the Company have in the past been audited by the Internal Revenue Service or any other taxing authority.  The Rudy Shareholders have heretofore made available to ACUP copies of all federal, state, local and foreign tax returns or reports of the Company filed prior to the C losing Date.  The Rudy Shareholders best knowledge, all tax returns filed by or on behalf of the Company are materially true, correct and complete.  To the best knowledge of the Rudy Shareholders, all taxes that the Company is or was required to withhold or collect (including, without limitation, payroll taxes) have been duly withheld or collected and paid to the proper Governmental Authority;

(j)  

Contracts.  Attached hereto as Schedule 2.02(j) is a list of all written agreements and contracts to which the Company is a party or by which it is bound (the “Contracts”).  The Rudy Shareholders has no reason to believe the Contracts are not valid, legally binding and enforceable in accordance with their terms and are in full force and effect.  Copies of the Contracts have been delivered to ACUP;

(k)  

Litigation.  Except as set forth on Schedule 2.02(k), no claim, action, suit, or other proceeding against the Company is pending or, to the knowledge of the Rudy Shareholders, is threatened before or by any court, administrative or regulatory body, or other Governmental Authority.  The Rudy Shareholders knows of no investigation of the Company by any administrative agency of any federal, state or local government.  No judgment, order, writ, injunction, decree or award issued by any Governmental Authority is applicable to the Company;

(l)  

Accounts, Powers of Attorney.  There are no persons holding a power of attorney on behalf of the Company or otherwise holding the right to act as an agent on behalf of the Company.  Schedule 2.02(l) lists the names and addresses of each bank or other financial institution in which on the date hereof the Company has an account, deposit or safe-deposit box, including the number of each such account, deposit and safe-deposit box;

(m)  

Insurance.  Except as set forth in Schedule 2.02(m), there are no insurance policies maintained by or on behalf of the Company in effect on the Closing Date;

(n)  

No Subsidiaries or Joint Ventures.  The Company does not own, directly or indirectly, beneficially or of record, or have any obligation to acquire, any stock of, or other equity or ownership interest in, any Person.  The Company is not a party to or involved in any joint venture;

(o)  

Accounts Receivable.  Schedule 2.02(o) shall be completed by the Company on the Closing date to include a complete and accurate list of all accounts receivable of the Company as of the Closing Date;

(p)  

Minute Books.  All Stock books, Stock ledgers and minute books of the Company have been made available to ACUP for review;

(q)  

Employees.  The Company has approximately no employees and except as set forth on Schedule 2.02(q), no employee benefit plans or pension plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”) or any incentive, bonus, stock option, stock appreciation or parachute program or any other type of employee compensation arrangement or program. Neither the Company nor any employee benefit or pension plan previously maintained by the Company has any unsatisfied liability or obligation to any former employee of the Company or in connection with any employee benefit or pension plan or any incentive, bonus, stock option, stock appreciation or parachute program;

(a)  

Existence.  ACUP is a corporation duly organized and validly existing under the laws of the State of Nevada;

(b)  

Authorization; No Violation. The execution, delivery and performance by ACUP of this Agreement are within the corporate powers of ACUP and have been duly authorized by all necessary action, and do not contravene in any material respect any Requirement of Law or Contractual Obligation of ACUP;

(c)  

Government Authorization.  No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required to be obtained or made by the ACUP for the due execution, delivery and performance by the ACUP of this Agreement;

(d)  

Enforceable Obligations.  This Agreement has been duly executed and delivered on behalf of the ACUP and constitute the legal, valid and binding obligations of the ACUP enforceable against the ACUP in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;

(e)  

No Litigation.  No claim, action, suit, investigation or other proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the ACUP, threatened by or against the ACUP with respect to this Agreement or any of the transactions contemplated hereby;

(f)  

Brokers, Finders.  ACUP has not retained any person to act on its behalf as a broker or finder in connection with the purchase of the Shares;

(g)  

Investment Intent.  The Shares are being acquired by the ACUP for its own account and not with a view to distribution within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).  ACUP acknowledges that there is no existing public market for the Shares and that no registration statement relating to the Shares has been filed under the Securities Act or any applicable state securities laws, and that the Shares must be held by it for an indefinite period of time unless the Shares are subsequently registered under the Securities Act and state securities laws or unless an exemption from any such applicable registration requirement is available, and ACUP acknowledges that there is no assurance or obligation as to any such registration or exemption;

(h)  

SEC Filings.  Prior to the Closing, ACUP intends to file with the Securities and Exchange Commission all reports on Form 10-KSB, Form 10-QSB, Form 8-K and all other reports required to be filed with the Securities and Exchange Commission.  All officers and directors intend to file with the Securities and Exchange Commission all reports required to be filed by them in relation to their ownership of securities of ACUP.  All such reports are or will be accurate and true in every material respect and none of such reports makes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading;

(i)  

No Adverse Changes.  Since June 30, 2007, the date of ACUP’s most recent fiscal year end, and there had been no material adverse changes in the companies in business, products, finances, markets, workforce e, or business prospects.  ACUP has no reason to the expected the unforeseeable events will have an adverse impact on ACUP or the market price of the shares of common stock of ACUP.

(d)  

Audited Financial Statements.  ACUP shall have received and approved the Financial Statements.  ACUP agrees that it is the ACUP’s sole obligation to pay for such audit and that neither the Rudy Shareholders nor the Company shall have any liability for such expense.

(e)  

Resignation of Officers and Directors.  ACUP shall have received the written resignations of the officers and directors of the Company effective upon the Closing;

(f)  

Lock-Up Agreement.  ACUP shall have received a Lock-Up agreement signed by the Rudy Shareholders in a form acceptable to ACUP  and the Rudy Shareholders;

(g)  

ACUP; Name Change.  ACUP shall have changed its name to “Rudy Nutrition” prior to Closing.

(a)  

Representations and Warranties Correct; Performance of Obligations.  The representations and warranties of the ACUP in Article III hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, and the ACUP shall have performed in all material respects all obligations and   conditions herein required to be performed by it on or prior to the Closing Date;

(b)  

Incumbency Certificate of ACUP.  The Rudy Shareholders shall have received a certificate of the Secretary of ACUP, certifying the names and signatures of officers of ACUP authorized to sign this Agreement and the other documents to be delivered hereunder on behalf of ACUP;

(c)  

Audited Financial Statements.  Rudy Shareholders shall have received and approved the Financial Statements;

(d)  

ACUP; Name Change.  ACUP shall have changed its name to “Rudy Nutrition” prior to Closing.

(e)  

Resignation of Dennis Vadura (“DV”) and Election of new Officers and Directors.  Effective on the Closing, DV shall have (i) elected the three (3) designees of the Rudy Shareholders as the new officers and directors of ACUP and (ii) thereafter DV will resign as an officer and director of ACUP, effective at the close of business on the Closing Date.

(a)  

Stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in a form reasonably satisfactory to the ACUP;.

(b)  

All records, documents and files of the Company including, without limitation, all minute books, stock records and internal accounting records, including the approval of the managers of the Rudy Shareholders of this Agreement and the transactions contemplated  by this Agreements;