Purchase Agreement

This Agreement to Purchase ("Agreement") is made as of February __, 2010 by

and between X-Change Corporation, a Nevada corporation ("Buyer"), and Nydia Del
Valle a resident of the state of Florida ("Seller").

PRELIMINARY STATEMENT

Seller desires to sell, and Buyer desires to purchase, all of the outstanding shares
(the "Shares") of Connected Media Technologies, Inc. a corporation organized under the
laws of Delaware (the "Company"), on the terms and subject to the conditions set forth in
this Agreement.

AGREEMENT

The parties, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS

For the purposes of this Agreement, the following terms and variations on them
have the meanings specified in this Article 1:

"Buyer" is defined in the first paragraph of this Agreement.

"Buyer Shares" means 400,000,000 newly issued shares of Buyer’s common

stock, par value $.001 per share.

"Closing" means the consummation and completion of the purchase and sale of
the Shares.

"Closing Date" means the date on which the Closing actually takes place.

"Company" is defined in the Preliminary Statement.

"Company Contract" means any Contract (a) under which the Company has or
may acquire rights, (b) under which the Company is or may become subject to Liability
or (c) by which the Company or any of its assets is or may become bound.

"Consent" means any approval, consent, ratification, waiver or other

authorization.

"Contemplated Transactions" means all of the transactions to be carried out in

accordance with this Agreement, including the purchase and sale of the Shares, the
performance by the parties of their other obligations under this Agreement.

xchccmt int__ int__

 "Contract" means any contract, agreement, commitment, understanding, lease,
license, franchise, warranty, guaranty, mortgage, note, bond or other instrument or
consensual obligation (whether written or oral and whether express or implied) that is
legally binding.

"Contravene" -- an act or omission would "Contravene" something if, as the

context requires:

(a) the act or omission would conflict with it, violate it, result in a breach or
violation of or failure to comply with it, or constitute a default under it;

(b) the act or omission would give any Governmental Body or other Person
the right to challenge, revoke, withdraw, suspend, cancel, terminate or modify it, to
exercise any remedy or obtain any relief under it, or to declare a default or accelerate the
maturity of any obligation under it; or

(c) the act or omission would result in the creation of an Encumbrance on the
stock or assets of the Company.

"Encumbrance" means any charge, claim, mortgage, servitude, easement, right of

way, community or other marital property interest, covenant, equitable interest, license,
lease or other possessory interest, lien, option, pledge, security interest, preference,
priority, right of first refusal or similar restriction.

“Escrow Agreement” means the agreement to hold Buyer’s Shares in an

Escrow/Trust Account until Intermedia closes on the purchase agreements with
Turbomedia Enterprises, Inc and Cinemania TV, LLC.

"Financial Statements" is defined in Section 3.4.

"GAAP" means generally accepted accounting principles for financial reporting

in the United States.

"Governing Document" means any charter, articles, bylaws, certificate, statement,

statutes or similar document adopted, filed or registered in connection with the creation,
formation or organization of an entity, and any Contract among all equityholders,
partners or members of an entity.

"Governmental Authorization" means any Consent, license, permit or registration

issued, granted, given or otherwise made available by or under the authority of any
Governmental Body or pursuant to any Law.

"Governmental Body" means any (a) nation, region, state, county, city, town,
village, district or other jurisdiction, (b) federal, state, local, municipal, foreign or other
government, (c) governmental or quasi-governmental authority of any nature (including
any governmental agency, branch, department or other entity and any court or other
tribunal), (d) multinational organization, (e) body exercising, or entitled to exercise, any

XCHCCMT INT___ INT___ 2

administrative, executive, judicial, legislative, police, regulatory or taxing authority or
power of any nature, or (f) official of any of the foregoing.

"Knowledge" means, with respect to Seller, the actual knowledge after reasonable
investigation of Seller or of the Company's directors, officers or senior managerial
employees.

"Law" means any constitution, law, statute, treaty, rule, regulation, ordinance,
code, binding case law, principle of common law or notice of any Governmental Body.

"Liabilities" includes liabilities or obligations of any nature, whether known or

unknown, whether absolute, accrued, contingent, choate, inchoate or otherwise, whether
due or to become due, and whether or not required to be reflected on a financial statement
prepared in accordance with GAAP.

"Order" means any order, injunction, judgment, decree, ruling, assessment or

arbitration award of any Governmental Body or arbitrator and any Contract with any
Governmental Body pertaining to compliance with Law.

"Ordinary Course of Business" refers to actions taken in the Company's normal

operation, consistent with its past practice and having no material adverse effect on the
financial or other condition, results of operations, assets, Liabilities, equity, business or
prospects of the Company.

"Person" refers to an individual or an entity, including a corporation, share

company, limited liability company, partnership, trust, association, Governmental Body
or any other body with legal personality separate from its equityholders or members.

"Proceeding" means any action, arbitration, audit, examination, investigation,

hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative,
whether formal or informal, and whether public or private) commenced, brought,
conducted or heard by or before, or otherwise involving, any Governmental Body or
arbitrator.

"Purchase Price" is defined in Section 2.2.

"Securities Act" means the Securities Act of 1933.

"Securities Exchange Act" means the Securities Exchange Act of 1934.

"Seller Release" is defined in Section 2.4(a)(ii).

"Seller" is defined in the first paragraph of this Agreement.

"Seller's Disclosure Schedule" means the disclosure schedule delivered pursuant

to Article 3 by Seller to Buyer concurrently with the execution of the Agreement.

"Shares" is defined in the Preliminary Statement.

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 Subsidiary is defined as Intermedia, Inc. the entity which is the wholly owned
subsidiary of Connected Media and is the Purchaser of Turbomedia Enterprises, Inc. and
Cinemania TV, LLC.

ARTICLE 2

SALE AND TRANSFER OF SHARES; CLOSING

2.1 SHARES

Upon the terms and subject to the conditions set forth in this Agreement, at the
Closing, Seller will sell and transfer the Shares to Buyer, and Buyer will purchase and
acquire the Shares from Seller.

2.2 PURCHASE PRICE

The purchase price for the Shares (the "Purchase Price") will be paid by delivery
of the Buyer’s Shares to Seller at the Closing, subject to the Escrow agreement attached
hereto as “Exhibit C”.

2.3 CLOSING

The Closing will take place at the offices of Buyer, at 10:00 a.m. (local time) on
the date that is two business days following the satisfaction or waiver of each of the
conditions set forth in Articles 5 and 6, unless Buyer and Seller agree otherwise.

2.4 CLOSING DELIVERIES

At the Closing:

(a) Seller will deliver to Buyer:

(i) certificates representing the Shares, duly endorsed in blank (or

accompanied by duly executed stock powers in blank);

(ii) a certificate executed by Seller as to the accuracy of Seller's

representations and warranties as of the date of this Agreement and as of the Closing in
accordance with Section 6.1 and as to their compliance with and performance of its
covenants and obligations to be performed or complied on or before the Closing Date in
accordance with Section 6.2.

(b) Buyer will deliver:

(i) Stock certificates representing the Buyer’s Shares; and

(ii) a certificate executed by the President of Buyer as to the accuracy

of Buyer's representations and warranties as of the date of this Agreement and as of the
Closing in accordance with Section 7.1 and as to its compliance with and performance of

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its covenants and obligations to be performed or complied with on or before the Closing
Date in accordance with Section 7.2.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that:

3.1 ORGANIZATION AND GOOD STANDING

The Company is a corporation duly organized, validly existing and in good

standing under the laws of its jurisdiction of organization, with full corporate power and
authority to conduct its business as presently conducted, to own or use the properties and
assets that it purports to own or use, and to perform all its obligations under all its
Company Contracts.

3.2 ENFORCEABILITY; NO CONFLICT

(a) Seller and the Company have the absolute and unrestricted right, power,
authority and capacity to execute and deliver this Agreement and to perform their
obligations under this Agreement. Assuming due authorization, execution and delivery
of this Agreement by Buyer, this Agreement constitutes the legal, valid and binding
obligation of Seller and the Company, enforceable against Seller and the Company in
accordance with its terms.

(b) Seller and the Company are not and will not be required to give any notice to
any Person or obtain any Consent or Governmental Authorization in connection with the
execution and delivery of this Agreement or the consummation or performance of any of
the Contemplated Transactions.

(c) Neither the execution and delivery of this Agreement nor the consummation
or performance of any of the Contemplated Transactions will directly or indirectly (with
or without notice or lapse of time) (i) Contravene any provision of the Governing
Documents of the Company, (ii) Contravene any Company Contract, Governmental
Authorization, Law or Order to which Company or Seller, or any of the assets owned or
used by the Company, may be subject, or (iii) result in the imposition or creation of any
Encumbrance upon or with respect to any of the assets owned or used by the Company.

3.3 CAPITALIZATION AND OWNERSHIP

The authorized equity securities of the Company consist of _____shares of

common stock, par value $_______ per share, of which ______ shares are issued and
outstanding. The Shares represent all of the issued and outstanding shares in the
Company. Seller is and will be on the Closing Date the record holders and beneficial
owners of the Shares, free and clear of all Encumbrances. All of the outstanding equity
securities of the Company have been duly authorized and validly issued and are fully paid

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and nonassessable. There are no Contracts relating to the issuance, sale or transfer of any
equity securities or other securities of the Company.

3.4 FINANCIAL STATEMENTS

Seller has furnished to Buyer financial statements as of December 31, 2009, and

June 30, 2009 (collectively, the "Financial Statements") which is in the form of a listing
of assets and liabilities. The Financial Statements were prepared in accordance with the
books and records of the Company. The Financial Statements and notes thereto are
complete and fairly present the assets, liabilities and financial condition of the Company
as of the date thereof.

3.5 NO UNDISCLOSED LIABILITIES

The Company has no Liabilities except for Liabilities reflected or reserved against
in the Financial Statements, and current Liabilities incurred in the Ordinary Course of
Business since the respective dates thereof.

3.6 CONTRACTS; NO DEFAULTS

(a) Section 3.6 of Seller's Disclosure Schedule contains an accurate and complete

list of:

(i) each Company Contract that involves performance of services or

delivery of goods or materials by the Company of an amount or value in excess of
$10,000;

(ii) each Company Contract that involves performance of services for

or delivery of goods or materials to the Company of an amount or value in excess of
$10,000; and

(iii) each Company Contract that was not entered into in the Ordinary
Course of Business and that involves the expenditure or receipt by the Company of an
amount or value in excess of $10,000.

3.7 LEGAL PROCEEDINGS; ORDERS

(a) There exists no pending Proceedings (i) by or against the Company or that
otherwise relate to or may affect the business of, or any of the assets owned or used by,
the Company or (ii) that challenge, or that may have the effect of preventing, delaying,
making illegal or otherwise interfering with, any of the Contemplated Transactions. To
Seller's Knowledge, no other such Proceeding has been threatened, and no event has
occurred or circumstance exists that may give rise to or serve as a basis for the
commencement of any such Proceeding.

(b) There exists no pending Order to which the Company or any of the assets
owned or used by the Company, is or has been subject.

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 3.8 SECURITIES LAW MATTERS

Seller is acquiring the Buyer’s Shares for her own account and not with a view to
distribution within the meaning of Section 2(11) of the Securities Act. Seller confirms
that Buyer has made available to Seller the opportunity to ask questions of the officers
and management employees of Buyer and to acquire such additional information about
the business and financial condition of Buyer as Seller has requested, and all such
information has been received. Seller understands that Buyer Shares shall be considered
"restricted securities" as that term is defined in Rule 144 promulgated under the
Securities Act and Buyer is under no obligation to cause the registration of the Buyer
Shares.

3.9 BROKERS OR FINDERS

Seller has not incurred any Liability for brokerage or finders' fees or agents'
commissions or other similar payment in connection with the Contemplated Transactions.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:

4.1 ORGANIZATION

Buyer is a corporation duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization.

4.2 ENFORCEABILITY; NO CONFLICT

(a) Buyer has the absolute and unrestricted right, power and authority to execute
and deliver this Agreement and to perform its obligations under this Agreement, which
actions have been duly authorized and approved by all necessary corporate action of
Buyer. Assuming the execution and delivery of this Agreement by Seller, this
Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms.

(b) Buyer is not and will not be required to obtain any Consent or Governmental
Authorization in connection with the execution and delivery of this Agreement or the
consummation or performance of any of the Contemplated Transactions.

(c) Neither the execution and delivery of this Agreement by Buyer nor the
consummation or performance of any of the Contemplated Transactions by Buyer will
give any Person the right to prevent, delay or otherwise interfere with any of the
Contemplated Transactions pursuant to (i) any provision of Buyer's Governing
Documents, (ii) any resolution adopted by the board of directors or the stockholders of
Buyer, (iii) any Law, Order or Governmental Authorization to which Buyer may be
subject or (iv) any Contract to which Buyer is a party or by which Buyer may be bound.

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 4.3 BROKERS OR FINDERS

Buyer has not incurred any Liability for brokerage or finders' fees or agents'
commissions or other similar payment in connection with the Contemplated Transactions.

ARTICLE 5

COVENANTS OF THE PARTIES BEFORE CLOSING

5.1 ACCESS AND INVESTIGATION

Between the date of this Agreement and the Closing Date and upon reasonable
advance notice from Buyer, Seller will, and will cause the Company to, (a) afford Buyer
full and free access to Company’s personnel, properties, Contracts, books and records,
and other documents and data, (b) furnish such Persons with copies of all such Contracts,
books and records, and other documents and data as Buyer may reasonably request, and
(c) furnish such Persons with such additional financial, operating and other data and
information as Buyer may reasonably request.

5.2 OPERATION OF THE BUSINESS OF THE

COMPANY

Between the date of this Agreement and the Closing Date, Seller will, and will
cause the Company to, (a) conduct its business only in the Ordinary Course of Business,
(b) use their Best Efforts to preserve intact the current business organization of the
Company, keep available the services of the current officers, employees and agents of the
Company, and maintain relations and goodwill with suppliers, customers, landlords,
creditors, employees, agents and others having business relationships with the Company,
(c) confer with Buyer concerning operational matters of a material nature and
(d) otherwise report periodically to Buyer concerning the status of the business,
operations and finances of the Company.

5.3 REQUIRED APPROVALS

As promptly as practicable after the date of this Agreement, Buyer and Seller will,
and Seller will cause the Company to, make all filings that they are required by Law to
make to consummate the Contemplated Transactions. Between the date of this
Agreement and the Closing Date, Buyer and Seller will, and Seller will cause the
Company to, (a) cooperate with the other Party with respect to all filings that such Party
elects to make or that such Party is required by Law to make in connection with the
Contemplated Transactions, and (b) cooperate with Buyer in obtaining any Governmental
Authorizations.

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 5.4 [SHAREHOLDER APPROVAL

Buyer does not require shareholder approval

ARTICLE 6

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

Buyer's obligation to purchase the Shares and to take the other actions required to
be taken by Buyer at the Closing is subject to the satisfaction, on or before the Closing
Date, of each of the following conditions (any of which may be waived by Buyer, in
whole or in part):

6.1 ACCURACY OF REPRESENTATIONS

All of Seller's representations and warranties in this Agreement (considered both

collectively and individually) must have been accurate in all material respects as of the
date of this Agreement, and must be accurate in all material respects as of the Closing
Date as if then made.

6.2 SELLERS’ AND COMPANY’S PERFORMANCE

All of the covenants and obligations that Seller and Company is required to
perform or to comply with under this Agreement on or before the Closing Date
(considered both collectively and individually) must have been duly performed and
complied with in all material respects.

6.3 [STOCKHOLDER APPROVAL

The Contemplated Transactions shall have been approved by the Buyer’s

stockholders.]

ARTICLE 7

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE

Seller's obligation to sell the Shares and to take the other actions required to be
taken by Seller at the Closing is subject to the satisfaction, on or before the Closing Date,
of each of the following conditions (any of which may be waived by Seller, in whole or
in part):

7.1 ACCURACY OF REPRESENTATIONS

All of Buyer's representations and warranties in this Agreement (considered both

collectively and individually) must have been accurate in all material respects as of the

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date of this Agreement and must be accurate in all material respects as of the Closing
Date as if then made.

7.2 BUYER’S PERFORMANCE

All of the covenants and obligations that Buyer is required to perform or to

comply with under this Agreement on or before the Closing Date (considered both
collectively and individually) must have been performed and complied with in all
material respects.

ARTICLE 8

TERMINATION

8.1 TERMINATION EVENTS

Subject to Section 8.2, this Agreement may, by notice given before or at the

Closing, be terminated:

(a) by mutual consent of Buyer and Seller;

(b) by Buyer if the satisfaction of any condition in Article 6 is or becomes

impossible (other than through the failure of Buyer to comply with its obligations under
this Agreement) and Buyer has not waived such condition;

(c) by Seller if the satisfaction of any condition in Article 7 is or becomes

impossible (other than through the failure of Seller to comply with its obligations under
this Agreement) and Seller has not waived such condition; and

(d) by either Buyer or Seller if the Closing has not occurred (other than through
the failure of any party seeking to terminate this Agreement to comply fully with its
obligations under this Agreement) on or before February 15, 2010, or such later date as
Buyer and Seller may agree upon.

8.2 EFFECT OF TERMINATION

Each party's right of termination under Section 8.1 is in addition to any other

rights it may have under this Agreement or otherwise, and the exercise of such right of
termination will not be an election of remedies. If this Agreement is terminated pursuant
to Section 8.1, all obligations of the parties under this Agreement will terminate;
provided, however, that if this Agreement is terminated by a party because of the breach
of the Agreement by another party or because one or more of the conditions to the
terminating party's obligations under this Agreement is not satisfied as a result of any
other party's failure to comply with its obligations under this Agreement, the terminating
party's right to pursue all legal remedies will survive such termination unimpaired.

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 ARTICLE 9

INDEMNIFICATION; REMEDIES

9.1 SURVIVAL

All representations, warranties, covenants and obligations in this Agreement, and

any other certificate or document delivered pursuant to this Agreement will survive the
Closing and the consummation of the Contemplated Transactions.

ARTICLE 10

GENERAL PROVISIONS

10.1 EXPENSES

Except as otherwise expressly provided in this Agreement, each party to this

Agreement will bear its respective expenses incurred in connection with the preparation,
execution and performance of this Agreement and the Contemplated Transactions,
including all fees and expenses of its Representatives.

10.2 FURTHER ACTIONS

Upon the request of any party to this Agreement, the other parties will (a) furnish
to the requesting party any additional information, (b) execute and deliver, at their own
expense, any other documents and (c) take any other actions as the requesting party may
reasonably require to more effectively carry out the intent of this Agreement and the
Contemplated Transactions.

10.3 ENTIRE AGREEMENT AND MODIFICATION

This Agreement supersedes all prior agreements among the parties with respect to
its subject matter a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter. This Agreement may not be
amended, supplemented or otherwise modified except in a written document executed by
the party against whose interest the modification will operate.

10.4 SEVERABILITY

If a court of competent jurisdiction holds any provision of this Agreement invalid

or unenforceable, the other provisions of this Agreement will remain in full force and
effect. Any provision of this Agreement held invalid or unenforceable only in part or
degree will remain in full force and effect to the extent not held invalid or unenforceable.

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 10.5 GOVERNING LAW

This Agreement will be governed by and construed under the laws of Nevada
without regard to conflicts of laws principles that would require the application of any
other law.

10.6 COUNTERPARTS

This Agreement may be executed in two or more counterparts.

The parties have executed and delivered this Agreement as of the date indicated in
the first sentence of this Agreement.

X-Change Corporation Nydia Del Valle

By: _ _________________
President

Agreed to:
Connected Media Technologies, Inc.

__________________________
BY: President

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ARTICLE 1 DEFINITIONS.......................................................................................................1
1.1 DEFINITIONS...................................................................................................................1
ARTICLE 2 SALE AND TRANSFER OF SHARES; CLOSING.............................................4
2.1 SHARES...............................................................................................................................
................................................................................................................................4
2.2 PURCHASE PRICE...........................................................................................................4
2.3 CLOSING.............................................................................................................................
................................................................................................................................4
2.4 CLOSING DELIVERIES...................................................................................................4
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER................................5
3.1 ORGANIZATION AND GOOD STANDING..................................................................5
3.2 ENFORCEABILITY; NO CONFLICT..............................................................................5
3.3 CAPITALIZATION AND OWNERSHIP.........................................................................5
3.4 FINANCIAL STATEMENTS............................................................................................6
3.5 NO UNDISCLOSED LIABILITIES..................................................................................6
3.6 CONTRACTS; NO DEFAULTS.......................................................................................6
3.7 LEGAL PROCEEDINGS; ORDERS.................................................................................6
3.8 SECURITIES LAW MATTERS........................................................................................7
3.9 BROKERS OR FINDERS.................................................................................................7
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER.................................7
4.1 ORGANIZATION..............................................................................................................7
4.2 ENFORCEABILITY; NO CONFLICT..............................................................................7
4.3 BROKERS OR FINDERS.................................................................................................8
ARTICLE 5 COVENANTS OF THE PARTIES BEFORE CLOSING.....................................8
5.1 ACCESS AND INVESTIGATION...................................................................................8
5.2 OPERATION OF THE BUSINESS OF THE COMPANY...............................................8
5.3 REQUIRED APPROVALS................................................................................................8
5.4 SHAREHOLDER APPROVAL.........................................................................................8
ARTICLE 6 CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE..........9
6.1 ACCURACY OF REPRESENTATIONS..........................................................................9
6.2 SELLERS’ AND COMPANY’S PERFORMANCE.........................................................9
6.3 STOCKHOLDER APPROVAL.........................................................................................9

DALDMS/540537.2 i
ARTICLE 7 CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE.........9
7.1 ACCURACY OF REPRESENTATIONS..........................................................................9
7.2 BUYER’S PERFORMANCE..........................................................................................10
ARTICLE 8 TERMINATION..................................................................................................10
8.1 TERMINATION EVENTS..............................................................................................10
8.2 EFFECT OF TERMINATION.........................................................................................10
ARTICLE 9 INDEMNIFICATION; REMEDIES....................................................................11
9.1 SURVIVAL......................................................................................................................11
ARTICLE 10 GENERAL PROVISIONS...................................................................................11
10.1 EXPENSES......................................................................................................................11
10.2 FURTHER ACTIONS......................................................................................................11
10.3 ENTIRE AGREEMENT AND MODIFICATION..........................................................11
10.4 SEVERABILITY..............................................................................................................11
10.5 GOVERNING LAW........................................................................................................12
10.6 COUNTERPARTS...........................................................................................................12

DALDMS/540537.2 ii