f8k101509a1ex10i_bluegem.htm


    Exhibit 10.1

    
 

    COMMON
STOCK PURCHASE AGREEMENT

    


    Private
and Confidential

    


    THIS
COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made as of the last executed
date below (the “Effective Date”), by and among Allan Sepe an entity with a principle
address of 4770 Biscayne Blvd., Suite 1400, Miami, FL 33137 (the “Buyer”) and
Belmont Partners, LLC a Virginia limited liability company with a principal
address of 360 Main Street, Washington Virginia 22747 (“Seller”), and Blue Gem
Enterprises a public vehicle organized in the state of Nevada and traded under
the symbol “BGEM” (the “Company”) and Escrow, LLC (“Escrow Agent”) (Buyer,
Seller and Company each a “Party” and collectively the “Parties”).

    


    W I T N E
S S E T H:

    


    WHEREAS,
the Company currently has six million five hundred twenty thousand (6,520,000)
common stock shares issued and outstanding and no preferred shares issued and
outstanding;

    


    WHEREAS,
Seller owns a majority of the Company’s capital stock consisting of five million
(5,000,000) restricted common stock shares (the “Stock”); and

    


    WHEREAS,
Buyer wishes to purchase the Stock from Seller;

    


    NOW, THEREFORE, in consideration of the
mutual promises, covenants, and representations contained herein, and subject to
the terms and conditions hereof, the Parties agree as follows:

    


    1. Agreement to Purchase and
Sell.  Seller will sell to Buyer and Buyer agrees to purchase
the Stock in exchange for:

    


    a) two
hundred thirty five thousand U.S. dollars ($235,000.00) together with two
hundred U.S. dollars representing Buyer’s half of the Escrow Fees (the “Purchase
Price”), to be paid to Seller according to the terms and conditions set forth in
Section 3 herein.

    


    b) five
percent (5%) of the issued and outstanding common stock of the Company according
to the terms and conditions set forth in Section 3(e) herein (the
“Position”).

    


    2. Closing.  On
or about five (5) business days from the Effective Date (the “Closing”) the
Parties shall perform, in
order:

     
 

    a) Buyer
shall deliver to Seller a copy of this Agreement executed by Buyer;

     

    
    

     

    
      	Allan
      Sepe/BGEM/Stock Purchase Agreement, Page 1 of 13	
              Buyer:
      _____

              Seller:
      _____

              Company:
      _____

            


    

    
      
        

      

    

    
    

     

    b) Seller
shall deliver a fully executed copy of this Agreement to Buyer;

    


    c) The
Escrowed Funds (defined in Section 3(a) herein) shall be released to
Seller;

    


    d) The
Company shall execute a resolution approving the terms of this Agreement through
which Buyer, or Buyer’s designee, is appointed as a Director and Officer of the
Company (the “Appointment”);

    


    e) Buyer
shall deliver to Escrow Agent the Proxy (as defined in Paragraph 4(a) herein and
attached as Exhibit 1); and,

    


    f) Seller
shall deliver to Buyer the Appointment;

    


    g) Seller
shall deliver to Buyer, to the extent reasonably available to Seller, and after
the full performance of Section 3(a), true and correct copies of the Company’s
business, financial and corporate records including but not limited to:
correspondence files, bank statements, checkbooks, minutes of shareholder and
directors meetings, financial statements, shareholder listings, stock transfer
records, agreements and contracts; and,

    


    h) Seller
shall deliver to Buyer, as soon as practicable after the full performance of
Sections 2(a) through 2(f) herein, the stock certificate(s) evidencing the
Stock.

    


    3. Payment
Terms.

    


    a) Buyer
shall place a deposit of one hundred thousand U.S. Dollars ($100,000.00) into an
escrow account with the Escrow Agent on behalf of the Seller (the “Deposit”) on
the Closing date.  The balance of the Purchase Price (the “Balance”)
shall be due and payable on the following date (“Maturity Date”):

    


    (i) Payment
in the amount of one hundred thirty five thousand U.S. dollars ($135,000.00) on
or before twenty one (21) days from the Effective Date.

    


    b) Wire
transfer of all payments hereunder shall be made on or before each payment’s
respective Maturity Date by wire transfer of immediately available funds to
Seller’s account as follows:

     

     

    
      	Bank
      Name: 	 	
              Rappahannock
      National Bank

              7 Bank
      Road

              Washington,
      Virginia 22747

            
	Account
      Name:	 	
              Belmont
      Partners, LLC

            
	Account
      Number: 	 	1089129
	Routing
      Number: 	 	051402974


    

    
 

    c) The
Purchase Price may be prepaid in whole or in part at any time, at the option of
Buyer without premium or penalty.

    


    
      
        
          
            	Allan
      Sepe/BGEM/Stock Purchase Agreement, Page 2 of 13	
                    Buyer:
      _____

                    Seller:
      _____

                    Company:
      _____

                  


          

          
            
              

            

          

          
            
            

          

        

      

    

     

    d) If at
anytime during the term of this Agreement Buyer shall fail to pay a payment on
or before the payment’s respective Maturity Date, all outstanding principal, any
accrued and unpaid interest and any other amounts due hereunder shall bear an
interest rate of eighteen percent (18%) per annum from the day such interest is
due hereunder through and including the final day of payment of all outstanding
principal, accrued interest and other amounts due hereunder.  The payments
of interest hereunder shall not be required to the extent that receipt of any
such interest by the Seller would be contrary to provisions of law applicable to
the Seller limiting the maximum rate of interest that may be charged or
collected by the Seller.

    


    e) Stock
Position.

    


    (i) In
consideration of the benefits provided to the Company hereby, Company shall
issue and deliver to Seller, such fully paid, non-assessable restricted shares
of the Company’s common stock equal to a five percent (5%) post Merger (as
defined in Section 15 herein) ownership interest in the Company (the
“Position”).  The Position shall be based on the capital structure of
the Company post Merger (taking into account any and all shares issued relating
to the Merger, initial contracts, and initial acquisition of any assets), post
reverse stock split (if any), post initial financing (whether that initial
financing be a single round or in multiple tranches over a period of time), and
after any other initial issuance of stock (including issuance to the Company’s
directors and/or officers).  Buyer shall take all steps necessary to
fully effectuate the provisions of this Section 3.

     

    (ii) Certificate(s)
evidencing the Position shall be issued and delivered to the Seller immediately
following the actions anticipated by Section 3(e)(i) herein (the “Actions”), but
in no case later than eleven (11) months following the Effective Date
hereof.  In the event that all Actions have not been completed by the
eleventh month anniversary of this Agreement, Seller shall transfer to Buyer
shares comprising the Position on that date and shall issue additional shares as
necessary following completion of the Actions.

    


    (iii) The
effective date of all Shares transferred pursuant to this Section 3 shall be the
Effective Date of this Agreement and shall be memorialized on the face of the
certificates evidencing such shares.

    


    f) The
Parties acknowledge and agree that the Position shall be newly issued,
restricted common shares of the Company.  Buyer and Company agree to
accept as valid any legal opinion of Seller’s counsel regarding the removal of
restrictions from the Position.  In the event that, in one year from
the date of the execution of this Agreement, the Position can not be sold in
accordance with Rule 144 of the Securities Act of 1933, the Seller shall have
demand registration rights on such Position at such time. In the event that
Buyer does not provide for the removal of restrictions from the shares
comprising the Position in accordance with Rule 144, does not recognize any
opinion of Seller’s counsel regarding the removal of such restrictions, or does
not register such shares, the Company and the Buyer, jointly and severally,
shall pay to Seller liquidated damages in the amount of the bid price per share
as of the one year anniversary of this Agreement (as reported by the national
market on which the shares trade) multiplied by the number of shares in the
Position.  The Parties agree that the liquidated damages hereunder are
not a penalty.

    


    
      
        
          
            	Allan
      Sepe/BGEM/Stock Purchase Agreement, Page 3 of 13	
                    Buyer:
      _____

                    Seller:
      _____

                    Company:
      _____

                  


          

          
            
              

            

          

          
            
            

          

        

      

    

     

    g) In
consideration of the benefits provided to the Company hereby, Company and Buyer
agree to be jointly and severally liable for all amounts due hereunder and all
other obligations of this Stock Purchase Agreement.

    


    4. Non-Dilutable Control
Position.  In order to ensure full and timely performance under
Section 3 herein, Buyer agrees that the Stock shall remain non-dilutable until
full payment of the Purchase Price has been received by Seller or for the life
of the Agreement to Prevent Resale and Dilution and Irrevocable Proxy Coupled
with an Interest (attached hereto as Exhibit 1) (the “Proxy”), whichever is
longer.  Further, Buyer and Company hereby expressly agree and
understand that any issuances of stock of any series or class by the Company to
any individual and/or entity whatsoever shall be subject to the
Proxy.  All such newly issued shares shall prominently bear on their
face a ledger indicating that such shares are subject to the
Proxy.  Buyer and Company hereby expressly agree and understand that
on the Closing date, Buyer, Company and Seller will all jointly and separately
notify the Transfer Agent of the existence of the Proxy and the provisions of
this Agreement pertaining thereto.  Buyer and Company further agree
that should the Company change transfer agents, any new transfer agent will be
promptly notified, prior to initiating the issuance of any new shares, of the
Proxy and the provisions of this Agreement pertaining thereto.

    


    5. Proxy.

    


    a) In order
to ensure performance under Section 3 of this Agreement, the Parties hereby
recognize the Proxy as being legally binding and fully valid.  The
Proxy shall be held in escrow by the Escrow Agent until such time as the Proxy
may be released according to Section 5(c) herein.

    


    b) Escrow
Agent's Rights; Exculpation.  The Proxy shall be held in the
possession of the Escrow Agent. The Escrow Agent shall have the authority and
power to take such actions and to exercise such powers as are specifically
delegated to the Escrow Agent by the terms of this Agreement, together with such
other powers as are reasonably incidental thereto. The Escrow Agent shall be
under no duty with respect to the Proxy except to account therefore in due
course, pursuant to the terms and conditions hereof.

    


    c) Upon
notification of Buyer’s Default (as defined in Section 6 herein), the Escrow
Agent shall release the Proxy to the Transfer Agent with a copy to the Seller
and Company.

    


    d) The
Escrow Agent shall not be liable hereunder in its capacity as Escrow Agent,
agent or bailee for any action taken or omitted by it hereunder except for its
gross negligence or willful breach.

     

     

     

     

    
 

    
      
        
          
            	Allan
      Sepe/BGEM/Stock Purchase Agreement, Page 4 of 13	
                    Buyer:
      _____

                    Seller:
      _____

                    Company:
      _____

                  


          

          
            
              

            

          

          
            
            

          

        

      

    

     

     

    6. Default.  The
following conditions or events shall constitute events of default ("Event(s) of
Default"):

    


    a) if the
Buyer shall default in the performance of or compliance with any term contained
in this Agreement;

    


    b) if the
Buyer shall be in breach or otherwise default in the performance of, or
compliance with, any other term contained herein and such breach or default is
not remedied within three (3) days of either:

    


    (i) an
officer of the Buyer obtaining knowledge of such default;

    


    (ii) Buyer’s
Notification of such default; such notification shall be effective upon the
mailing of such Notification to Buyer’s last address;

    


    c) if any
representation or warranty made in writing by or on behalf of the Buyer herein
or in any instrument furnished in compliance with or in reference hereto or
otherwise in connection with the transactions contemplated hereby shall prove to
have been false or incorrect in any material respect on the date as of which
made;

    


    d) if the
Buyer or any Subsidiary shall be in default (as principal or as guarantor or
other surety) in the payment of any principal of or premium or interest on any
indebtedness with a principal amount in excess of fifty thousand dollars
($50,000.00) (other than this Agreement) or in the performance of or compliance
with any term of any evidence of any such indebtedness or of any mortgage,
indenture or other agreement relating thereto the effect of which is to cause
such indebtedness to become due and payable before its stated maturity or before
its regularly scheduled dates of payment, and such default, event or condition
shall continue for more than the period of grace, if any, specified therein and
shall not have been waived pursuant thereto;

    


    e) if the
Buyer or any Subsidiary shall:

    


    (i) be
generally not paying its debts as they become due;

    


    (ii) file, or
consent by answer or otherwise to the filing against it of, a petition for
relief or reorganization or arrangement or any other petition in bankruptcy, for
liquidation or to take advantage of any bankruptcy or insolvency law of any
jurisdiction;

    


    (iii)  make
an assignment for the benefit of its creditors;

    


    (iv) consent
to the appointment of a custodian, receiver, trustee or other officer with
similar powers with respect to it or with respect to any substantial part of its
property;

     

    
 

    
      
        
          
            	Allan
      Sepe/BGEM/Stock Purchase Agreement, Page 5 of 13	
                    Buyer:
      _____

                    Seller:
      _____

                    Company:
      _____

                  


          

          
            
              

            

          

          
            
            

          

           

        

      

    

    (v) be
adjudicated an insolvent or be liquidated; or,

    


    (vi) take
corporate action for the purpose of any of the foregoing;

    


    f) if a
court or governmental authority of competent jurisdiction shall enter an order
appointing, without consent by the Buyer or any Subsidiary, a custodian,
receiver, trustee or other officer with similar powers with respect to it or
with respect to any substantial part of its property, or constituting an order
for relief or approving a petition for relief or reorganization or any other
petition in bankruptcy or for liquidation or to take advantage of any bankruptcy
or insolvency law of any jurisdiction, or ordering the dissolution, winding-up
or liquidation of the Buyer or any Subsidiary, or if any such petition shall be
filed against the Buyer of any Subsidiary and such petition shall not be
dismissed within thirty (30) days; or,

    


    g) if a
final judgment which, with other outstanding final judgments against the Buyer
and the Subsidiaries, exceeds fifty thousand dollars ($50,000.00) shall be
entered against the Buyer or any Subsidiary and if, within sixty (60) days after
entry thereof, such judgment shall not have been discharged or execution thereof
stayed pending appeal, or if, within sixty (60) days after the expiration of any
such stay, such judgment shall not have been discharged.

    


    7. Remedies on
Default.

    


    a) Upon the
occurrence of any Event of Default, the Seller may proceed to protect and
enforce its rights by suit in equity, action at law and/or other appropriate
proceeding either for specific performance of any covenant, provision or
condition contained in this Agreement, or in aid of the exercise of any power
granted in this Agreement, and (unless there shall have occurred an Event of
Default under Section 6(d) or 6(e), in which case the unpaid balance due
hereunder shall automatically become due and payable) may at its sole option and
with no further notice to the Buyer declare all or any part of the unpaid
principal amount of the Agreement then outstanding to be forthwith due and
payable, and thereupon such unpaid principal amount or part thereof, together
with interest accrued thereon and all other sums, if any, payable under this
Agreement shall become so due and payable without presentation, presentment,
protest or further demand or notice of any kind, all of which are hereby
expressly waived, and the Seller may proceed to enforce payment of such amount
or part thereof in such manner as Seller may elect.

    


    b) Annulment
of Defaults. An Event of Default shall not be deemed to be in existence or to
have occurred for any purpose of this Agreement until the expiration of any and
all grace periods under this Agreement or if the Seller shall have waived such
event in writing or stated in writing that such event has been cured to its
reasonable satisfaction. No waiver or statement of satisfactory cure pursuant to
this Section 7(b) shall extend to or affect any subsequent or other Event of
Default not specifically identified in such waiver or statement of satisfactory
cure or impair any other rights of the Seller herein.

     

     

     

     

    
      
        
          
            	Allan
      Sepe/BGEM/Stock Purchase Agreement, Page 6 of 13	
                    Buyer:
      _____

                    Seller:
      _____

                    Company:
      _____

                  


          

          
            
              

            

          

          
            
            

          

        

      

    

     

    c) Discretionary
Release.  Seller may, at Seller’s sole discretion, instruct the Escrow
Agent to release the Proxy in accordance with Section 8 herein if any Event of
Default shall have been in existence for a period of ten (10) days.

    


    8. Proxy
Release.

    


    a) Upon any
Event of Default, and subject to the terms and limitations of Sections 6(c)
herein, the Seller shall instruct the Escrow to release the Proxy to the
Company.

    


    b) Upon any
Event of Default, Seller may at its sole discretion deliver notice of default to
the Escrow Agent and Buyer.  Immediately upon receipt of the Notice of
Default, the Escrow Agent shall deliver the Proxy to the Transfer Agent with a
copy to the Seller and Company, thereby affording Seller all the rights defined
in the Proxy as referenced in Section 5 herein.

    


    9. Transfer
Agent.

    


    a) Buyer
agrees that Pacific Stock Transfer, LLC (the “Transfer Agent”) shall act as the
Company’s sole transfer agency, and Transfer Agent shall have full power and
authority to act on behalf of the Company in connection with the issuance,
transfer, exchange and replacement of all of the Company’s stock
certificates.

    


    b) Transfer
Agent shall have full power and authority to act according to the Irrevocable
Proxy.

    


    10. Collections.  Should
the indebtedness represented by this Agreement or any part thereof be collected
at law or in equity, or in bankruptcy, receivership or any other court
proceedings (whether at the trial or appellate level), or should any amount due
under this Agreement be placed in the hands of attorneys for collection upon
default, Buyer agrees to pay, in addition to the principal, premium and interest
due and payable hereon, all costs of collection, including reasonable attorneys’
fees and expenses.

    


    11. Representations and
Warranties of Seller.  Seller hereby represents and warrants,
for a period of twelve (12) months from the Effective Date, to Buyer that the
statements in the following paragraphs of this Section 11 are all true and
complete as of the date hereof:

    


    a) Title to
Stock.  Seller is the record and beneficial owner and has sole
managerial and dispositive authority with respect to the Stock and has not
granted any person a proxy that has not expired or been validly
withdrawn.  The sale and delivery of the Stock to Buyer pursuant to
this Agreement will vest in Buyer the legal and valid title to the Stock, free
and clear of all liens, security interests, adverse claims or other encumbrances
of any character whatsoever (“Encumbrances”) (other than Encumbrances created by
Buyer and restrictions on resales of the Stock under applicable securities
laws).

     

     

     

     

    
 

    
      
        
          
            	Allan
      Sepe/BGEM/Stock Purchase Agreement, Page 7 of 13	
                    Buyer:
      _____

                    Seller:
      _____

                    Company:
      _____

                  


          

          
            
              

            

          

          
            
            

          

           

        

      

    

    b) Liabilities
of the Company. Seller makes no representation as to the existence or
non-existence of liabilities of the Company except as explicitly stated in this
Agreement. Buyer is solely responsible for conducting its own due diligence with
respect to the Company and its liabilities and for gathering enough information
upon which to base an investment decision in the Stock.  Buyer
acknowledges that:

    


    (i) Seller
has made no representations with respect to the Company or its status except as
explicitly stated in this Agreement; and,

     
 

    (ii) the
Company is being sold “as is”.

    


    c) Full
Power and Authority. Seller represents that it has full power and authority to
enter into this Agreement.

    


    12. Representations and
Warranties of Buyer. Buyer hereby represents and warrants to Seller
that the statements in the following paragraphs of this Section 12 are all true
and complete as of the date hereof:

    


    a) Affidavit
of Source of Funds. Prior to each transfer to Seller or
each deposit into
escrow, Buyer shall execute an Affidavit of Source of Funds (attached hereto as
Exhibit 8), which attests that the funds to be transferred are not the proceeds
of nor are intended for or being transferred in the furtherance of any illegal
activity or activity prohibited by federal or state laws. Such activity may
include, but is not limited to: tax evasion; financial misconduct; environmental
crimes; activity involving drugs and other controlled substances;
counterfeiting; espionage; kidnapping; smuggling; copyright infringement; entry
of goods into the United States by means of false statements; terrorism;
terrorist financing or other material support of terrorists or terrorism; arms
dealing; bank fraud; wire fraud; mail fraud; concealment of assets or any effort
by conspiracy or otherwise to defeat, defraud or otherwise evade, any party or
the Court in a bankruptcy proceeding, a receiver, a custodian, a trustee, a
marshal, or any other officer of the court or government or regulatory official;
bribery or any violation of the Foreign Corrupt Practices Act; trading with
enemies of the United States; forgery; or fraud of any kind.  Buyer
further warrants that all transfers of monies will be in accordance with the
Money Laundering Control Act of 1986 as amended.

    


    b) Exempt
Transaction.  Buyer understands that the offering and sale of the
Stock is intended to be exempt from registration under the Securities Act of
1933, as amended (the “Act”) and exempt from registration or qualification under
any state law.

    


    c) Full
Power and Authority.  Buyer represents that it has full power and
authority to enter into this Agreement.

     

     

     

     

    
 

    
      
        
          
            
              	Allan
      Sepe/BGEM/Stock Purchase Agreement, Page 8 of 13	
                      Buyer:
      _____

                      Seller:
      _____

                      Company:
      _____

                    


            

            
              
                

              

            

            
              
              

            

          

        

      

    

     

     

    d)  Stock.  The
Stock to be purchased by Buyer hereunder will be acquired for investment for
Buyer’s own account, not as a nominee or agent, and not with a view to the
public resale or distribution thereof, and Buyer has no present intention of
selling, granting any participation in, or otherwise distributing the
same.

    


    e) Information
Concerning the Company.  Buyer has conducted its own due diligence
with respect to the Company and its liabilities and believes it has enough
information upon which to base an investment decision in the
Stock.  Buyer acknowledges that Seller has made no representations
with respect to the Company, its status, or the existence or non-existence of
liabilities in the Company except as explicitly stated in this
Agreement.  Buyer is taking the Company “as is” and acknowledges and
assumes all liabilities of the Company.

    


    f) Investment
Experience.  The Buyer understands that purchase of the Stock involves
substantial risk.  The Buyer:

    


    (i) has
experience as a purchaser in securities of companies in the development stage
and acknowledges that he can bear the economic risk of Buyer’s investment in the
Stock; and,

     
 

    (ii) has such
knowledge and experience in financial, tax, and business matters so as to enable
Buyer to evaluate the merits and risks of an investment in the Stock, to protect
Buyer’s own interests in connection with the investment and to make an informed
investment decision with respect thereto.

    


    g) No Oral
Representations.  No oral or written representations have been made
other than or in addition to those stated in this Agreement. Buyer is not
relying on any oral statements made by Seller, Seller's representatives,
employee’s or affiliates in purchasing the Stock.

    


    h) Restricted
Securities.  Buyer understands that the Stock is characterized as
“restricted securities” under the Act inasmuch as they were acquired from the
Company in a transaction not involving a public offering.

    


    i) Opinion
Necessary.  Buyer acknowledges that if any transfer of the Stock is
proposed to be made in reliance upon an exemption under the Act, the Company may
require an opinion of counsel satisfactory to the Company that such transfer may
be made pursuant to an applicable exemption under the Act.  Buyer
acknowledges that a restrictive legend appears on the Stock and must remain on
the Stock until such time as it may be removed under the Act.

    


    j) Shareholder
Value. Buyer represents that Buyer intends to implement a business plan
designed to return value to the shareholders of the Company.

    


    k) Compliance.  Buyer
shall comply with all applicable securities laws, rules and regulations
regarding this Agreement, the Merger and all related transactions, including but
not limited to filing any forms required by the U.S. Securities and Exchange
Commission.

    


    
      
        
           

           

           

          
            
              	Allan
      Sepe/BGEM/Stock Purchase Agreement, Page 9 of 13	
                      Buyer:
      _____

                      Seller:
      _____

                      Company:
      _____

                    


            

            
              
                

              

            

            
              
              

            

             

          

        

      

    

    l) Proxy.  Company
and Buyer recognize the Proxy as being legally binding and fully
valid.  Company and Buyer hereby knowingly, and to the fullest extent,
waive any and all objections to the validity or execution of the
Proxy.

    


    13. Covenant Not to Sue;
Indemnification.

    


    a) In
consideration of this Agreement and the consideration to Buyer and Company
granted herein, Buyer and Company covenant and agree, for themselves and for
their agents, employees, legal representatives, heirs, executors or assigns (the
“Buyer Covenantors”), to refrain from making, directly or indirectly, any claim
or demand, or to commence, facilitate commencement or cause to be prosecuted any
action in law or equity against Seller, its members, officers, directors,
agents, employees, attorneys, accountants, consultants subsidiaries, successors,
affiliates and assigns (collectively the “Seller Covenantees”), on account of
any damages, real or imagined, known or unknown, which Buyer Covenantors ever
had, has or which may hereafter arise with respect to any and all disputes,
differences, controversies or claims arising out of or relating to this
Agreement and the transactions contemplated hereby, including but not limited to
any question regarding the existence, content, validity or termination of this
Agreement. The terms and conditions of this Section 13(a) shall be a complete
defense to any action or proceeding that may be brought or instituted by Buyer
Covenantors against the Seller Covenantees, and shall forever be a complete bar
to the commencement or prosecution of any action or proceeding with regard to
this Agreement by Buyer Covenantors against the Seller Covenantees.

    


    b) Indemnification.
Buyer Covenantors shall indemnify and hold harmless the Seller
Covenantees from and against any and all losses, damages, expenses and
liabilities (collectively “Liabilities”) or actions, investigations, inquiries,
arbitrations, claims or other proceedings in respect thereof, including
enforcement of this Agreement (collectively “Actions”) (Liabilities and Actions
are herein collectively referred to as “Losses”).   Losses
include, but are not limited to all reasonable legal fees, court costs and other
expenses incurred in connection with investigating, preparing, defending,
paying, settling or compromising any suit in law or equity arising out of this
Agreement or for any breach of this Agreement notwithstanding the absence of a
final determination as to a Buyer’s  obligation to reimburse any of
Seller Covenantees for such Losses and the possibility that such payments might
later be held to have been improper.

    


    14. Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia, U.S.A. without giving
effect to any other choice or conflict of law provision that would cause the
application of the laws of any other jurisdiction other than the Commonwealth of
Virginia.

     

     

     

    
 

    
      
        
          
            	Allan
      Sepe/BGEM/Stock Purchase Agreement, Page 10 of 13	
                    Buyer:
      _____

                    Seller:
      _____

                    Company:
      _____

                  


          

          
            
              

            

          

          
            
            

          

        

      

    

     

    15. Merger and Exchange of
Stock.  Buyer shall, as soon as practicable, and in no case
later than ten (10) days from the Closing, effect a merger (the “Merger”)
between the Company and a target corporation (the “Sub”).  The Company
shall be the surviving corporation of the Merger, and shall continue unimpaired
by the Merger.  Upon Merger, the Company shall succeed to and shall
possess all the assets, properties, rights, privileges, powers, franchises,
immunities and purposes, and be subject to all the debts, liabilities,
obligations, restrictions and duties of the Sub.

    


    16. Term /
Survival.  The terms of this Agreement shall be effective as of
the Effective Date, and continue until such time as the payment of the Purchase
Price and all other amounts due hereunder are fully satisfied, however; the
terms, conditions, and obligations of Sections 11, 12, 13, 14, 27 and 28 hereof
shall survive the termination of this Agreement.

    


    17. Successors and
Assigns.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties, except that Buyer may not assign or transfer any of its
rights or obligations under this Agreement.

    


    18. Counterparts.                                This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement.  A telefaxed copy of this Agreement shall be deemed an
original.

    


    19. Headings.  The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.

    


    20. Costs, Expenses. Each
party hereto shall bear its own costs in connection with the preparation,
execution and delivery of this Agreement.

    


    21. Modifications and
Waivers.  No change, modification or waiver of any provision of
this Agreement shall be valid or binding unless it is in writing, dated
subsequent to the Effective Date of this Agreement, and signed by both the Buyer
and Seller. No waiver of any breach, term, condition or remedy of this Agreement
by any party shall constitute a subsequent waiver of the same or any other
breach, term, condition or remedy.  All remedies, either under this
agreement, by law, or otherwise afforded the Buyer shall be cumulative and not
alternative.

    


    22. Severability.  If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.

    


    23. Termination.  Buyer
or Seller may, upon written notice to the other party, terminate this Agreement
upon their own discretion prior to any funds being released from
escrow.  Upon the release of any funds from escrow, this termination
clause is null and void.

    


    24. Entire
Agreement.   This Agreement constitutes the entire
agreement and understanding of the parties with respect to the subject matter
hereof and supersedes any and all prior negotiations, correspondence,
agreements, understandings duties or obligations between the parties with
respect to the subject matter hereof.

     

     

     

     

    
      
        	Allan
      Sepe/BGEM/Stock Purchase Agreement, Page 11 of 13	
                Buyer:
      _____

                Seller:
      _____

                Company:
      _____

              


      

      
        
          

        

      

      
      

    

     

     

    25. Further
Assurances.  From and after the date of this Agreement, upon
the request of the Buyer or Seller, Buyer and Seller shall execute and deliver
such instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.

    


    26. Notices. All notices
or other communications required or permitted by this Agreement shall be in
writing and shall be deemed to have been duly received:

    


    a) if given
by telecopier, when transmitted and the appropriate telephonic confirmation
received if transmitted on a business day and during normal business hours of
the recipient, and otherwise on the next business day following
transmission,

    


    b) if given
by certified or registered mail, return receipt requested, postage prepaid,
three business days after being deposited in the U.S. mails and

    


    c) if given
by courier or other means, when received or personally delivered, and, in any
such case, addressed as indicated herein, or to such other addresses as may be
specified by any such Person to the other Person pursuant to notice given by
such Person in accordance with the provisions of this Section 26.

    


    27. Insider
Trading.  Seller and Buyer hereby certify that they have not
themselves, nor through any third parties, purchased nor caused to be purchased
in the public marketplace any publicly traded shares of the
Company.  Seller and Buyer further certify they have not communicated
the nature of the transactions contemplated by the Agreement, are not aware of
any disclosure of non public information concerning said transactions, and are
not a party to any insider trading of Company shares.

    


    28. Binding
Arbitration.  In the event of any dispute, claim, question, or
disagreement arising from or relating to this agreement or the breach thereof,
the Parties hereto shall use their best efforts to settle the dispute, claim
question, or disagreement. To this effect, they shall consult and negotiate with
each other in good faith and, recognizing their mutual interests, attempt to
reach a just and equitable solution satisfactory to both parties. If they do not
reach such a solution within a period of sixty (60) days, then, upon notice by
either party to the other, all disputes, claims, questions, or disagreements
shall be settled by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules including the
Optional Rules for Emergency Measures of Protection, and judgment on any award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof.

    


    [Balance
of Page Intentionally Left Blank]

    [Signature
Page Follows]

     

     

     

     

     

     

    
      
        	Allan
      Sepe/BGEM/Stock Purchase Agreement, Page 12 of 13	
                Buyer:
      _____

                Seller:
      _____

                Company:
      _____

              


      

      
        
          

        

      

      
      

    

     

    In Witness
Whereof, the Parties hereto have executed this Agreement as of the last
date written below.

     

    


    SELLER                                                                                                                
BUYER

    


    BELMONT
PARTNERS,
LLC                                                                                                      
Allan Sepe

    
 

    __________________________________                                                                            ______________________________

    By:  Joseph
Meuse, Managing
Member                                                                                     By:
Allan Sepe, _________________

    Date:
______________________                                                                                            
Date: ____________________________

    


    COMPANY

    


    BLUE GEM
ENTERPRISES

    
 

    ______________________________

    By:
Joseph Meuse, Director

    Date:
______________________

    


    


    ESCROW
AGENT

    


    ESCROW,
LLC

    
 

    ____________________________

    By:
_______________, ___________

    Date:
_______________________

    


     

     

    
 

    
      
        
          	Allan
      Sepe/BGEM/Stock Purchase Agreement, Page 13 of 13	
                  Buyer:
      _____

                  Seller:
      _____

                  Company:
      _____