mBeach Software, Inc. Watch

from 8-K 6 pages Whereas Consultant Is in the Business of Providing Management Consulting Services to Businesses in an Effort to Obtain Institutional Capital From Third Parties for Business Use, Including Equipment Leasing, Purchase Order and/ or Contract Financing, Factoring and Financing for Land and Buildings’ Utilizing Various Financing Instruments and Whereas Client Desires to Retain Consultant for the Following Purposes: To Provide Institutional Market Awareness and Public Relations Services for and in Consideration of Mutual Benefits, Promises, and the Cross Consideration Hereinafter Set Forth, the Adequacy of Which Is Hereby Acknowledged, the Parties Hereto, Wakabayashi and mBeach Software, Inc. Collectively “The Parties”, Hereby Covenant and Agree as Follows

from 8-K 32 pages Equity Purchase Agreement by and Between mBeach Sofftware, Inc. and Southridge Partners II, LP Dated August 31, 2011 1

from 8-K 6 pages Exhibit Item 1 Memorandum of Understanding

from 8-K 6 pages Employment Agreement

from 8-K 12 pages Lock Up Agreement

from 8-K 1 page Skin Cancer Scanning Ltd

from 8-K 3 pages mBeach Software, Inc. Stock Option Agreement

from 8-K 12 pages mBeach Software, Inc. Stock Option Agreement

from 8-K 9 pages Warrant No. ___ mBeach Software, Inc. Warrant to Purchase Common Stock Void After 5:30 P.M. on the Expiration Date

from 8-K 9 pages Warrant No. ___ mBeach Software, Inc. Warrant to Purchase Common Stock Void After 5:30 P.M. on the Expiration Date

from 8-K 9 pages Warrant No. ___ mBeach Software, Inc. Warrant to Purchase Common Stock Void After 5:30 P.M. on the Expiration Date

from 8-K 9 pages mBeach Software, Inc. 5% Convertible Note

from 8-K 14 pages Whereas, Buyer Desires to Purchase (The “Purchase”) 156,000,000 Shares (The “Shares”) of Common Stock of mBeach Software, Inc., a Florida Corporation (The “Company”), From the Seller, for an Aggregate Purchase Price of $1,200 and the Seller Desires to Sell the Shares to the Buyer; and Whereas, the Company Is a Corporation Subject to the Reporting Requirements of Section 12(g) of the Securities Exchange Act of 1934, as Amended (The “Exchange Act”) and the Shares of Common Stock Are Quoted on the Otc Bulletin Board (The “Otcbb”). Now, Therefore, in Consideration of the Promises and the Mutual Covenants, Representations and Warranties Contained Herein, the Parties Hereto Do Hereby Agree as Follows: 1. Sale of Securities; Purchase Price

from 8-K 36 pages Stock Exchange Agreement