Exhibit 2.1

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the “Agreement”), is entered into as of this 6th day of December, 2007, by and among, ECONOSHARE, INC., a publicly-owned Nevada corporation (“ECSR”), CELLCEUTIX PHARMA, INC., a Delaware corporation (“CPI”), and the shareholders of CPI on the signature page hereof (the “CPI Shareholders”). (ECSR, CPI, and the CPI Shareholders are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party.”)

W I T N E S S E T H

WHEREAS, ECSR is a publicly-owned Nevada corporation with 9,791,000 shares of common stock, par value $0.0001 per share, issued and outstanding (the “ECSR Common Stock”) and is quoted on the Over the Counter Bulletin Board under the symbol “ECSR”.

WHEREAS, the CPI Shareholders listed on Schedule I hereto own all of the issued and outstanding shares of the common stock of CPI (the “CPI Common Stock”).

WHEREAS, the Parties desire that ECSR acquire all of the CPI Common Stock from the CPI Shareholders solely in exchange for an aggregate of 82,000,000 newly issued shares of common stock (the “Exchange Shares”) pursuant to the terms and conditions set forth in this Agreement.

WHEREAS, immediately upon consummation of the Closing (as hereinafter defined), the Exchange Shares will be issued to the CPI Shareholders on a pro rata basis, in proportion to the ratio that the number of shares of CPI Common Stock held by such CPI Shareholder bears to the number of shares of CPI Common Stock held by all the CPI Shareholders as of the date of the Closing.

WHEREAS, following the Closing, CPI will become a wholly-owned subsidiary of ECSR and the Exchange Shares will represent approximately eighty-nine one-third percent (89.33%) of the total outstanding shares of Common Stock of ECSR.

WHEREAS, the Parties intend that the transaction contemplated herein (the “Transaction”) qualify as a reorganization and tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended.

NOW THEREFORE, on the stated premises and for and in consideration of the foregoing recitals which are hereby incorporated by reference, the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

PLAN OF EXCHANGE

1.1The Exchange.  At the Closing (as hereinafter defined), each share of CPI Common Stock issued and outstanding immediately prior to the Closing Date shall be exchanged for Eighty-Two (82) shares of ECSR Common Stock.  The aggregate number of shares of ECSR Stock exchanged for the CPI Shares pursuant to this Agreement shall be 82,000,000.  From and after the Closing Date, the CPI Shareholders shall no longer own any shares of CPI Common Stock, and the stock certificates formerly representing shares of CPI Common Stock shall represent the pro rata portion of the Exchange Shares issuable in exchange therefor pursuant to this Agreement.  Any fractional shares that would result from such exchange will be rounded up to the next highest whole number.

1.2No Dilution.  ECSR shall neither effect, nor fix any record date with respect to, any stock split, stock dividend, reverse stock split, recapitalization, or similar change in the ECSR Stock between the date of this Agreement and the Effective Time.

1.3Closing. The closing (“Closing”) of the transactions contemplated by this Agreement shall occur immediately following the execution of this Agreement providing the closing conditions set forth in Articles V and VI have been satisfied or waived (the “Closing Date”).  

1.4Closing Events.  At the Closing, each of the respective parties hereto shall execute, acknowledge, and deliver (or shall cause to be executed, acknowledged, and delivered) any and all stock certificates, officers’ certificates, opinions, financial statements, schedules, agreements, resolutions, rulings, or other instruments required by this Agreement to be so delivered at or prior to the Closing, and the documents and certificates provided in Sections 5.2, 5.4, 6.2, 6.4 and 6.5, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.  If agreed to by the parties, the Closing may take place through the exchange of documents (other than the exchange of stock certificates) by efax, fax, email and/or express courier.  At the Closing, the Exchange Shares shall be issued in the names and denominations provided by CPI.

1.5Standstill.

(a)   Until the earlier of the Closing or January 31, 2008 (the “No Shop Period”), neither CPI nor the CPI Shareholders will (i) solicit or encourage any offer or enter into any agreement or other understanding, whether written or oral, for the sale, transfer or other disposition of any capital stock or assets of CPI to or with any other entity or person, except as contemplated by the Transaction, other than sales of goods and services by CPI in the ordinary course of its business; (ii) entertain or pursue any unsolicited communication, offer or proposal for any such sale, transfer or other disposition; or (iii) furnish to any person or entity (other than ECSR, and its authorized agents and representatives) any nonpublic information concerning CPI or its business, financial affairs or prospects for the purpose or with the intent of permitting such person or entity to evaluate a possible acquisition of any capital stock or assets of CPI.  If either CPI or any of the CPI Shareholders shall receive any unsolicited communication or offer, CPI or the CPI Shareholders, as applicable, shall immediately notify ECSR of the receipt of such communication or offer.

(b)   During the No-Shop Period, ECSR will not (i) solicit or encourage any offer or enter into any agreement or other understanding, whether written or oral, for the sale, transfer or other disposition of any capital stock or assets of ECSR to or with any other entity or person, except as contemplated herein, other than sales of goods and services by ECSR in the ordinary course of its business; (ii) entertain or pursue any unsolicited communication, offer or proposal for any such sale, transfer or other disposition; or (iii) furnish to any person or entity (other than CPI, and its authorized agents and representatives) any nonpublic information concerning ECSR or its business, financial affairs or prospects for the purpose or with the intent of permitting such person or entity to evaluate a possible acquisition of any capital stock or assets of ECSR.  If either ECSR or any of ECSR’s stockholders shall receive any unsolicited communication or offer, ECSR or such ECSR stockholder, as applicable, shall immediately notify CPI of the receipt of such communication or offer.

ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF CPI

As an inducement to, and to obtain the reliance of ECSR, CPI represents and warrants as follows:

2.1Organization.  CPI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.  CPI has the 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 jurisdictions in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  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 CPI’s organizational documents.  CPI has taken all action required by laws, its certificate of  incorporation, certificate of business registration, or otherwise to authorize the execution and delivery of this Agreement. CPI has full power, authority, and legal right and has taken or will take all action required by law, its Certificate of  Incorporation, and otherwise to consummate the transactions herein contemplated.

2.2Capitalization.  All issued and outstanding shares of CPI are legally issued, fully paid, and non-assessable and were not issued in violation of the pre-emptive or other rights of any person.  CPI has no outstanding options, warrants, or other convertible securities.

2.3Financial Statements.

(a)   CPI has filed all local income tax returns required to be filed by it from its inception to the date hereof.  All such returns are complete and accurate in all material respects.

(b)   CPI has no liabilities with respect to the payment of federal, county, local, or other taxes (including any deficiencies, interest, or penalties), except for taxes accrued but not yet due and payable, for which CPI may be liable in its own right or as a transferee of the assets of, or as a successor to, any other corporation or entity.

(c)   No deficiency for any taxes has been proposed, asserted or assessed against CPI.  There has been no tax audit, nor has there been any notice to CPI by any taxing authority regarding any such tax audit, or, to the knowledge of CPI, is any such tax audit threatened with regard to any taxes or CPI tax returns.  CPI does not expect the assessment of any additional taxes of CPI for any period prior to the date hereof and has no knowledge of any unresolved questions concerning the liability for taxes of CPI.

(d)   The books and records, financial and otherwise, of CPI are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.

2.4Information.  The information concerning CPI set forth in this Agreement and the CPI Schedules (as that term is defined herein) are and will be 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 as of the date hereof and as of the Closing Date.

2.5Common Stock Equivalents.  There are no existing options, warrants, calls, commitments of any character or other common stock equivalents relating to the authorized and unissued CPI Common Stock.

2.6Absence of Certain Changes or Events.  Except as set forth in this Agreement or the CPI Schedules (as that term is defined herein):

(a)   except in the normal course of business, there has not been (i) any material adverse change in the business, operations, properties, assets, or condition of CPI; or (ii) any damage, destruction, or loss to CPI (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of CPI;

(b)   CPI has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) not otherwise in the ordinary course of business, and except for capital raised by issuance of debt or equity in a private placement or other capital raising transaction deemed advisable by CPI; (ii) paid any material obligation or liability not otherwise in the ordinary course of business (absolute or contingent) other than current liabilities reflected in or shown on the most recent CPI consolidated balance sheet, and current liabilities incurred since that date in the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights not otherwise in the ordinary course of business; (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party not otherwise in the ordinary course of business if such amendment or termination is material, considering the business of CPI; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock).

2.7Litigation and Proceedings.  There are no actions, suits, proceedings, or investigations pending or, to the knowledge of CPI, threatened by or against CPI, or affecting CPI, or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.

2.8No 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 CPI is a party or to which any of its properties or operations are subject.

2.9Contracts.  CPI has provided, or will provide ECSR, copies of all material contracts, agreements, franchises, license agreements, or other commitments to which CPI is a party or by which it or any of its assets, products, technology, or properties are bound.

2.10Compliance With Laws and Regulations.  CPI has complied with all applicable statutes and regulations of any national, county, 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 CPI.

2.11Approval of Agreement.  The board of directors of CPI (the “CPI Board”) and the CPI Shareholders have authorized the execution and delivery of this Agreement by CPI and have approved the transactions contemplated hereby.

2.12CPI Schedules.  CPI will deliver, as soon as practicable, the following schedules, which are collectively referred to as the “CPI Schedules” and which consist of separate schedules dated as of the date of execution of this Agreement and instruments and data as of such date, all certified by the chief executive officer of CPI as complete, true and correct:

(a)   a schedule containing complete and correct copies of the organizational documents, as amended, of CPI in effect as of the date of this Agreement; and

(b)   a schedule as requested by ECSR, containing true and correct copies of all material contracts, agreements, or other instruments to which CPI is a party or by which it or its properties are bound, specifically including all contracts, agreements, or arrangements referred to in Section 2.9.

2.13Title and Related Matters.  CPI has good and marketable title to all of its properties, interest in properties, and assets, real and personal, which are reflected in the CPI balance sheet or acquired after that date (except properties, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except:

(a)   statutory liens or claims not yet delinquent; and

(b)   as described in the CPI Schedules.

2.14Governmental Authorizations.  CPI has all licenses, franchises, permits, and other government authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or 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 CPI of this Agreement and the consummation by CPI of the transactions contemplated hereby.

2.15Continuity of Business Enterprises.  CPI has no commitment or present intention to liquidate CPI or sell or otherwise dispose of a material portion of its business or assets following the consummation of the transactions contemplated hereby.

2.16Ownership of CPI Shares.  The CPI Shareholders are the legal and beneficial owners of 100% of the CPI Common Stock as set forth on Schedule I, free and clear of any claims, charges, equities, liens, security interests, and encumbrances whatsoever, and the CPI Shareholders have full right, power, and authority to transfer, assign, convey, and deliver their respective CPI Common Stock; and delivery of such common stock at the Closing will convey to ECSR good and marketable title to such shares free and clear of any claims, charges, equities, liens, security interests, and encumbrances except for any such claims, charges, equities, liens, security interests, and encumbrances arising out of such shares being held by ECSR.

2.17Brokers.  CPI has not entered into any contract with any person, firm or other entity that would obligate CPI or ECSR to pay any commission, brokerage or finders’ fee in connection with the transactions contemplated herein.

2.18Nominees.  The nominees of CPI to serve as ECSR's directors and officers following the Closing (the "Nominees"), whose names and signatures appear on Schedule II hereto, represent that no event listed in Sub-paragraphs (1) through (4) of Subparagraph (d) of Item 401 of Regulation S-B has occurred with respect to any of the Nominees during the past five years which is material to an evaluation of the ability or integrity of such Nominee.

2.19Subsidiaries and Predecessor Corporations.  CPI does not have any subsidiaries and does not own, beneficially or of record, any shares or other equity interests of any other corporation or entity.

ARTICLE III

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF ECSR

As an inducement to, and to obtain the reliance of CPI, ECSR represents and warrants as follows:

3.1Organization.  ECSR is a corporation duly organized, validly existing, and in good standing under the laws of the State 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, and there is no jurisdiction in which it is not qualified 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 ECSR Schedules (as hereinafter defined) are complete and correct copies of the Articles of Incorporation and bylaws of ECSR, and all 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 hereby will not, violate any provision of ECSR’s Articles of Incorporation or bylaws. ECSR has taken all action required by law, its Certificate of Incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and ECSR has full power, authority, and legal right and has taken all action required by law, its Certificate of Incorporation, By-Laws, or otherwise to consummate the transactions herein contemplated.

3.2Capitalization.  ECSR’s authorized capitalization consists of 100,000,000 shares of Common Stock, of which no more than 9,791,000 shares will be issued and outstanding at Closing, and 10,000,000 shares of preferred stock, par value $0.001 per share authorized (the “Preferred Stock”), of which no shares are outstanding.  All presently issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the pre-emptive or other rights of any person.  The Exchange Shares will be legally issued, fully paid and non-assessable and shall not be issued in violation of the pre-emptive or other rights of any other person.

3.3Financial Statements.  Except as set forth within its filing of reports with the Securities and Exchange Commission (the "SEC Reports"):

(a)   ECSR has no liabilities with respect to the payment of any federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties), except for taxes accrued but not yet due and payable, for which ECSR may be liable in its own right, or as a transferee of the assets of, or as a successor to, any other corporation or entity.

(b)   ECSR has filed all federal, state, or local income tax returns required to be filed by it from inception.

(c)   The books and records, financial and otherwise, of ECSR are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.

(d)   No deficiency for any taxes has been proposed, asserted or assessed against ECSR.  There has been no tax audit, nor has there been any notice to ECSR by any taxing authority regarding any such tax audit, or, to the knowledge of ECSR, is any such tax audit threatened with regard to any taxes or ECSR tax returns.  ECSR does not expect the assessment of any additional taxes of ECSR for any period prior to the date hereof and has no knowledge of any unresolved questions concerning the liability for taxes of ECSR.

(e)   ECSR has good and marketable title to its assets and, except as set forth in the ECSR Schedules, has no material contingent liabilities, direct or indirect, matured or unmatured.

3.4Information.  The information concerning ECSR set forth in this Agreement and the ECSR Schedules are and will be 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 as of the date hereof and as of the Closing Date.

3.5Common Stock Equivalents.  Except as set forth herein, there are no existing options, warrants, calls, commitments of any character or other common stock equivalents relating to authorized and unissued stock of ECSR.

3.6Absence of Certain Changes or Events.  Except as described herein or in the ECSR Schedules or the SEC Reports:

(a)   There has not been (i) any material adverse change, financial or otherwise, in the business, operations, properties, assets, or condition of ECSR (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of ECSR;

(b)   ECSR has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of ECSR; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees;

(c)   ECSR has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent ECSR balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $1,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of ECSR; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement;

(d)   ECSR has no assets, liabilities or accounts payable of any kind or nature, actual or contingent, in excess of $4,500 in the aggregate as of the Closing Date; and

(e)   To the best knowledge of ECSR, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of ECSR.

3.7Title and Related Matters.  ECSR has good and marketable title to all of its properties, interest in properties, and assets, real and personal, which are reflected in the ECSR balance sheet or acquired after that date (except properties, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except:

(a)   statutory liens or claims not yet delinquent;

(b)   such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and

(c)   as described in the ECSR Schedules or the SEC Reports.

3.8Litigation and Proceedings.  There are no actions, suits, or proceedings pending or, to the knowledge of ECSR, threatened by or against or affecting ECSR, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.

3.9Contracts.  ECSR is not a party to any material contract, agreement, or other commitment, except as specifically disclosed in its schedules to this Agreement.

3.10No 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 a default under, any indenture, mortgage, deed of trust, or other material agreement or instrument to which ECSR is a party or to which it or any of its assets or operations are subject.

3.11Governmental Authorizations.  ECSR is not required to have any licenses, franchises, permits, and other government authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or 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 ECSR of this Agreement and the consummation by ECSR of the transactions contemplated hereby.

3.12Compliance With Laws and Regulations.  To the best of its knowledge, ECSR has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or conditions of ECSR or except to the extent that noncompliance would not result in the incurrence of any material liability.

3.13Insurance.  ECSR owns no insurable properties and carries no casualty or liability insurance.

3.14Approval of Agreement.  The board of directors of ECSR (the “ECSR Board”) has authorized the execution and delivery of this Agreement by ECSR and has approved this Agreement and the transactions contemplated hereby.

3.15Material Transactions of Affiliations.  Except as disclosed herein and in the ECSR Schedules, there exists no material contract, agreement, or arrangement between ECSR and any person who was at the time of such contract, agreement, or arrangement an officer, director, or person owning of record or known by ECSR to own beneficially, 10% or more of the issued and outstanding common stock of ECSR and which is to be performed in whole or in part after the date hereof or was entered into not more than three years prior to the date hereof. Neither any officer, director, nor 10% stockholder of ECSR has, or has had during the last preceding full fiscal year, any known interest in any material transaction with ECSR which was material to the business of ECSR. ECSR has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other material transaction with any such affiliated person.

3.16Employment Matters.  ECSR has no employees other than its executive officers.

3.17ECSR Schedules.  Prior to the Closing, ECSR shall have delivered to CPI the following schedules, which are collectively referred to as the “ECSR Schedules,” which are dated the date of this Agreement, all certified by an officer to be complete, true, and accurate:

(a)   a schedule containing complete and accurate copies of the Certificate of  Incorporation and by-laws, as amended, of ECSR as in effect as of the date of this Agreement;

(b)   a schedule containing a copy of the federal income tax returns of ECSR identified in Section 3.3(b); and

(c)   a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the ECSR Schedules.

3.18Brokers.  ECSR has not entered into any contract with any person, firm or other entity that would obligate CPI or ECSR to pay any commission, brokerage or finders’ fee in connection with the transactions contemplated herein.

3.19Subsidiaries.  ECSR does not have any subsidiaries and does not own, beneficially or of record, any shares or other equity interests of any other corporation or other entity.

ARTICLE IV

SPECIAL COVENANTS

4.1Post-Closing Covenants.   Within twenty (20) days following the Closing, ECSR shall file an Information Statement in accordance with the provisions of Rule 14C of the Rules promulgated under the Securities Exchange Act of 1934, as amended, to amend ECSR's Articles of Incorporation to provide for the following: to change the name of the Corporation to "Cellceutix Corporation", or such similar name as is available; to increase the number of ECSR's authorized capital stock to 300,000,0000 shares of Common Stock and 10,000,000 shares of preferred stock, par value, $0.001 per share.

4.2Shareholders’ Actions of ECSR.  Prior to the Closing, ECSR shall cause the following actions to be taken by the written consent of the holders of a majority of the outstanding shares of common stock of ECSR:

(a)   the approval of this Agreement and the transactions contemplated hereby and thereby; and

(b)   such other actions as the directors may determine are necessary or appropriate.

4.3Actions of CPI Shareholders.  Prior to the Closing, CPI shall cause the following actions to be taken by the written consent of the holders of a majority of the outstanding shares of common stock of CPI:

(a)   the approval of this Agreement and the transactions contemplated hereby and thereby; and

(b)   such other actions as the directors may determine are necessary or appropriate.

4.4Access to Properties and Records.  ECSR and CPI will each afford to the officers and authorized representatives of the other reasonable access to the properties, books, and records of ECSR or CPI in order that each may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of ECSR or CPI as the other shall from time to time reasonably request.

4.5Delivery of Books and Records.  At the Closing, ECSR shall deliver to CPI, the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of ECSR now in the possession or control of ECSR or its representatives and agents.

4.6Actions Prior to Closing by both Parties.

(a)   From and after the date of this Agreement until the Closing Date and except as set forth in the ECSR or CPI Schedules or as permitted or contemplated by this Agreement, ECSR and CPI will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.

(b)   From and after the date of this Agreement until the Closing Date, neither ECSR nor CPI will: (i) make any change in their organizational documents, charter documents or bylaws; (ii) take any action described in Section 2.6 in the case of CPI, or in Section 3.6, in the case of ECSR (all except as permitted therein or as disclosed in the applicable party’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services, or (iv) make or change any material tax election, settle or compromise any material tax liability or file any amended tax return.

4.7Indemnification.

(a)   CPI hereby agrees to indemnify ECSR and each of the officers, agents and directors of ECSR as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made in Article II. The indemnification provided for in this paragraph shall not survive the Closing and consummation of the transactions contemplated hereby but shall survive the termination of this Agreement pursuant to Section 7.1(b) of this Agreement.

(b)   ECSR hereby agrees to indemnify CPI and each of the officers, agents and directors of CPI as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made under Article III. The indemnification provided for in this paragraph shall not survive the Closing and consummation of the transactions contemplated hereby but shall survive the termination of this Agreement pursuant to Section 7.1(c) of this Agreement.

ARTICLE V

CONDITIONS PRECEDENT TO OBLIGATIONS OF ECSR

The obligations of ECSR under this Agreement are subject to the satisfaction, at or before the Closing, of the following conditions:

5.1Accuracy of Representations; Performance.  The representations and warranties made by CPI in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement), and CPI shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by CPI prior to or at the Closing. ECSR may request to be furnished with a certificate, signed by a duly authorized officer of CPI and dated the Closing Date, to the foregoing effect.

5.2Officer’s Certificates.  ECSR shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of CPI to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of CPI threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in the CPI Schedules, by or against CPI which might result in any material adverse change in any of the assets, properties, business, or operations of CPI.

5.3No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business, or operations of CPI, nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business, or operations.

5.4Other Items.

(a)   ECSR shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as ECSR may reasonably request.

(b)   Complete and satisfactory due diligence review of CPI by ECSR.

(c)   Approval of the Transaction by the CPI Board and the CPI Shareholders.

(d)   Any necessary third-party consents shall be obtained prior to Closing, including but not limited to consents necessary from CPI’s lenders, creditors, vendors and lessors.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF CPI

The obligations of CPI under this Agreement are subject to the satisfaction, at or before the Closing, of the following conditions:

6.1Accuracy of Representations; Performance.  The representations and warranties made by ECSR in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date, and ECSR shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by ECSR prior to or at the Closing.  CPI shall have been furnished with a certificate, signed by a duly authorized executive officer of ECSR and dated the Closing Date, to the foregoing effect.

6.2Officer’s Certificate.  CPI shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized executive officer of ECSR to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of ECSR threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement.

6.3No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business, or operations of ECSR nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business, or operations of ECSR.

6.4Good Standing.  CPI shall have received a certificate of good standing from the Secretary of State of the State of Florida or other appropriate office, dated as of a date within ten days prior to the Closing Date certifying that ECSR is in good standing as a corporation in the State of Vevada and has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon.

6.5Other Items.

(a)   CPI shall have received a stockholder list of ECSR containing the name, address, and number of shares held by each ECSR stockholder as of the date of Closing certified by an executive officer of ECSR as being true, complete, and accurate.

(b)   CPI shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as CPI may reasonably request.

(c)   Complete and satisfactory due diligence review of ECSR by CPI.

(d)   Approval of the Transaction by the ECSR Board and the stockholders of ECSR.

(e)   There shall have been no material adverse changes in ECSR, financial or otherwise.

(f)   There shall be no ECSR Common Stock Equivalents outstanding as of immediately prior to the Closing.  For purposes of the foregoing, “ECSR Common Stock Equivalents” shall mean any subscriptions, warrants, options or other rights or commitments of any character to subscribe for or purchase from ECSR, or obligating ECSR to issue, any shares of any class of the capital stock of ECSR or any securities convertible into or exchangeable for such shares.

(g)   Any necessary third-party consents shall be obtained prior to Closing, including but not limited to consents necessary from ECSR’s lenders, creditors; vendors, and lessors.

ARTICLE VII

TERMINATION

7.1Termination.

(a)   This Agreement may be terminated by either the CPI Board or the ECSR Board at any time prior to the Closing Date if: (i) there shall be any actual or threatened action or proceeding before any court or any governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of such board of directors, made in good faith and based on the advice of its legal counsel, makes it inadvisable to proceed with the exchange contemplated by this Agreement; (ii) any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions or in the judgment of such board of directors, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the exchange; (iii) there shall have been any change after the date of the latest balance sheets of CPI and ECSR, respectively, in the assets, properties, business, or financial condition of CPI and ECSR, which could have a materially adverse affect on the value of the business of CPI and ECSR respectively, except any changes disclosed in the CPI and ECSR Schedules, as the case may be, dated as of the date of execution of this Agreement. In the event of termination pursuant to this paragraph (a) of Section 7.1, no obligation, right, or liability shall arise hereunder, and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting, and execution of this Agreement and the transactions herein contemplated; (iv) the Closing Date shall not have occurred by January 31, 2008; or (v) if ECSR shall not have provided responses satisfactory in CPI’s reasonable judgment to CPI’s request for due diligence materials.

(b)   This Agreement may be terminated at any time prior to the Closing by action of the ECSR Board if CPI shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of CPI contained herein shall be inaccurate in any material respect, and, in either case if such failure is reasonably subject to cure, it remains uncured for seven days after notice of such failure is provided to CPI. If this Agreement is terminated pursuant to this paragraph (b) of Section 7.1, this Agreement shall be of no further force or effect, and no obligation, right, or liability shall arise hereunder, except that CPI shall bear its own costs as well as the costs incurred by ECSR in connection with the negotiation, preparation, and execution of this Agreement and qualifying the offer and sale of securities contemplated hereby for exemption from the registration requirements of state and federal securities laws.

(c)   This Agreement may be terminated at any time prior to the Closing by action of the CPI Board if ECSR shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of ECSR contained herein shall be inaccurate in any material respect, and, in either case if such failure is reasonably subject to cure, it remains uncured for seven days after notice of such failure is provided to ECSR.  If this Agreement is terminated pursuant to this paragraph (c) of Section 7.1, this Agreement shall be of no further force or effect, and no obligation, right, or liability shall arise hereunder, except that ECSR shall bear its own costs as well as the costs of CPI incurred in connection with the negotiation, preparation, and execution of this Agreement.

ARTICLE VIII

MISCELLANEOUS

8.1Governing Law.  This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to matters of state law, with the laws of New York.  Any dispute arising under or in any way related to this Agreement will be submitted to binding arbitration before a single arbitrator by the American Arbitration Association in accordance with the Association’s commercial rules then in effect. The arbitration will be conducted in New York, New York. The decision of the arbitrator will set forth in reasonable detail the basis for the decision and will be binding on the parties. The arbitration award may be confirmed by any court of competent jurisdiction.

8.2Notices.  Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed, or telegraphed.

8.3Attorney’s Fees. In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

8.4Confidentiality. ECSR, on the one hand, and CPI and the CPI Shareholders, on the other hand, will keep confidential all information and materials regarding the other Party designated by such Party as confidential.  The provisions of this Section 8.4 shall not apply to any information which is or shall become part of the public domain through no fault of the Party subject to the obligation from a third party with a right to disclose such information free of obligation of confidentiality. ECSR and CPI agree that no public disclosure will be made by either Party of the existence of the Transaction or the letter of intent or any of its terms without first advising the other Party and obtaining its prior written consent to the proposed disclosure, unless such disclosure is required by law, regulation or stock exchange rule.

8.5Expenses.  Except as otherwise set forth herein, each party shall bear its own costs and expenses associated with the transactions contemplated by this Agreement.  Without limiting the generality of the foregoing, all costs and expenses incurred by CPI and ECSR after the Closing shall be borne by the surviving entity.  After the Closing, the costs and expenses of the CPI Shareholders shall be borne by the CPI Shareholders.

8.6Schedules; Knowledge.  Each party is presumed to have full knowledge of all information set forth in the other party’s schedules delivered pursuant to this Agreement.

8.7Third Party Beneficiaries.  This contract is solely between ECSR, CPI and the CPI Shareholders, and, except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor, or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

8.8Entire Agreement.  This Agreement represents the entire agreement between the parties relating to the transaction. There are no other courses of dealing, understandings, agreements, representations, or warranties, written or oral, except as set forth herein.

8.9Survival.  The representations and warranties of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated.

8.10Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

8.11Amendment or Waiver.  Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

(The rest of this page left intentionally blank.)

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first above-written.

ECONOSHARE, INC.

By:___/s/ Hyman Schwartz________________

     Hyman Schwartz, President, CEO

CELLCEUTIX PHARMA, INC.

By:___/s/ George W. Evans_______________

     George W. Evans, President

SCHEDULE II

to

STOCK EXCHANGE AGREEMENT

Name:	Position(s)	Signature
George W. Evans	Chief Executive Officer, Director	/s/ George W. Evans
Krishna Menon	President, Director	/s/ Krishna Menon