exmo_ex102.htm


     

    Exhibit
10.2

     

    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 BT2 International, Inc. an entity
with a principle address of 1117 Desert Lane, Suite 2067, Las Vegas, NV 89102
(the "Buyer") and Belmont Partners, LLC a Virginia limited liability company
with a principal address of 360 Main Street, Washington Virginia 22747
("Seller"), and Clopton House Corporation a FormlO vehicle organized in the
state of Delaware (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 Seller owns a majority of the
issued and outstanding capital stock of the Company; and

     

    WHEREAS, the Buyer wishes to purchase a control
block of stock consisting of one hundred thousand (100,000) shares representing
one hundred percent of the issued and outstanding capital stock of the Company
(the "Stock");


     

    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)   fifty
thousand U.S. dollars ($50,000.00) 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;
and,

     

    b)   three
percent (3%) 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;

     

    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;

     

    
    

    
      
        
        

      

      
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      d)    Seller shall
cause the board of directors of the Company to execute a resolution approving
the terms of this Agreement through which all current Director's of the
Company
resign and Buyer, or Buyer's designee, is appointed as a Director of the
Company
(the "Appointment");

       

      e)   Buyer shall deliver
to Seller a resolution of the board of directors of the Company and
Irrevocable Transfer Agent Instructions to effectuate performance of Sections
1(b) and 3(e)
of this Agreement (the "Board Resolution");

       

      f)   Buyer
shall deliver to Seller a resolution of the majority shareholders of the Company
to effectuate performance of Section 1(b) and 3(e) of this Agreement (the
"Shareholder Resolution");

       

      g)   Seller
shall deliver to Buyer the Appointment;

    

     

     

    h)    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,

     

    i)    Seller shall
deliver to Buyer, as soon as practicable after the full performance of
Sections
2(a) through 2(g) herein, the stock certificates) evidencing the
Stock

     

    3.   Payment
Terms.

     

     

    a)    Buyer shall
place a deposit of ten thousand U.S. Dollars ($10,000.00) into an escrow account
with Escrow, LLC (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 dates (each a "Maturity
Date", collectively the "Maturity Dates"):

     

    (i)         
Payment in the amount of five thousand U.S. dollars ($5,000.00) on or
before
forty five (45) days from the Effective Date;

     

    (ii)        
Payment in the amount of five thousand U.S. dollars ($5,000.00) on or
before
seventy five (75) days from the Effective Date;

     

    (iii)       
Payment in the amount of five thousand U.S. dollars ($5,000.00) on or
before
one hundred five (105) days from the Effective Date;

     

    (iv)       
Payment in the amount of five thousand U.S. dollars ($5,000.00) on or
before
one hundred thirty five (135) days from the Effective Date;

     

    
      
        
        

      

      
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    (v)        
Payment in the amount of five thousand U.S. dollars ($5,000.00) on or
before
one hundred sixty five (165) days from the Effective Date;

     

    (vi)       
Payment in the amount of fifteen thousand U.S. dollars ($15,000.00) on or
before
two hundred fifty five (255) 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.

     

    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 three percent (3%) post
Vend-in of I.P. ownership interest in the Company (the Position"). The
Position
shall be based on the capital structure of the Company post Vend-in of
I.P.
(taking into account any and all shares issued relating to the Vend-in of I.P.,
initial
contracts, and initial acquisition of any assets), post reverse stock split (if
any),
post initial financing, 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
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.

     

     

    
      
        
        

      

      
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    (iii)           The
Shareholder Resolution whereby the majority of the shareholders of the
Company agree to the issuance of the Position.

     

    (iv)           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 agrees for himself and on behalf
of the Company 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 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.

     

    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.   Post
Closing Items. Seller agrees to assist Buyer with filing an amendment to the
Company's Articles of Incorporation to change the Company's name and decrease
the authorized shares with the state
of Delaware and possibly re-domiciling the Company to the State of
Nevada.

     

    5.   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 my
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;

     

    (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,

     

    
      
        
        

      

      
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      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.

    

    


    6.   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 andnasjahla) 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

    


    7.   Transfer
Agent,

     

    a)    Until such
time as the Purchase Price secured by this Agreement is fully satisfied, and the
terms and conditions of Section 3(e) herein are fully performed, 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.

     

    
      
        
        

      

      
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    8.   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 attorney's
fees and expenses.

     

    9.   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).

     

    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.

     

    10.           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, to the satisfaction of
Seller, 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.

     

    
      
        
        

      

      
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      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.

       

      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. 

     

    
      
        
        

      

      
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    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 Vend-in of I.P. and all related transactions,
including but not limited to filing any forms required by the U.S. Securities
and Exchange Commission.

     

    11.   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 (selectively 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.

     

    
      
        
        

      

      
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      12.   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.

    

     

    13.   Vend-in of I.P. and Exchange
of Stock. Buyer shall as soon as practicable, and in no case later than
one hundred & twenty (120) days from the Closing, effect a Vend-in of I.P.
(the "Vend-in of I.P."). Upon Vend-in of I.P., 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.

     

    14.   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 9, 13, 14 and 27 hereof shall survive the termination of
this Agreement.

     

    15.   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.

     

    16   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.

     

    17.   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.

     

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

     

    19.   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.

     

    20.   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.

     

    21.   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.

     

    22.   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.

     

    23.   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.

     

    24.   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.

    


    25.   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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    26.   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
arbitrators) may be entered in any court having jurisdiction
thereof


     

     

    [Balance
of Page Intentionally Left Blank]

    [Signature
Page Follows]

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

     

          SELLER                      BUYER

     

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
1

    


    THIS AGREEMENT (the
"Agreement") is made the 15th day of December 2008.

    


    Between:

    
       

      (1)   David Bvchkov, founder and inventor of the BT2
technology, an individual whose address is at 7432 Emerald Drive,
Manassas Virginia (hereinafter called "the Licensor") of the first
part;



     

    
    

    And

    
       

      (2)   BT2
International, Inc., a company incorporated in Nevada whose registered
office is at Suite 2067, 1117 Desert Lane, Las Vegas NV 89102-0000 (hereinafter
called "the Licensee") of the second part.



     

    
    

    WHEREAS:

    
       

      A.    The Licensor
and Licensee have completed and signed a Technology License Agreement on the
8th day
of June 2008.



    B.    The License
requires certain conditions and/or events to be met by various
dates.

    


    C.   After
working together on the project, the Licensor and Licensee have mutually 
found
these conditions and/or events and dates need to be
amended.

    
    

     

    
    

    D.   The
License granted to the Licensee, is an exclusive, transferable and non- revocable
right and licence to the Technology within the Territory, subject to the terms and
conditions set forth therein.

    
    

     

    
    

    E.   The
Licensee has now purchased a new Delaware corporation (Clopton House  Corp. to
be renamed Exmovere, Inc,) that is prepared to become a public company,
and both parties wish to transfer certain rights and obligations from the License
Agreement to this new Delaware corporation.

    
    

     

    NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants and agreements contained herein, the receipt
and sufficiency are acknowledged, the parties hereby agree as
follows:

    


    All terms
and conditions of the original Technology License Agreement (copy attached)
shall be transferred, with the following amendments/exceptions:

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Article
1       Definitions

    


           "Field of
Use" shall be amended by adding: 

           " - except for
use in the field of diabetes. Rights for such use in the field of diabetes shall
remain with BT2 International Inc."

    


    Article
3        Fees and Grant of
Equity

    


    This
section will be deleted and replaced with the following:

     

    Exmovere
Inc. shall adopt a Royalty Policy similar to that described in Schedule 2 of the
Technology License Agreement. However, Exmovere's policy shall require the
Company to allocate 5% of Category 1 revenues (BT2
sales or
other product sales) and 10% of Category 2 revenues (Monthly monitoring revenue
& revenue from the sale of services).

     

    Such
royalty shall be placed into a Royalty Pool. Payments from this royalty pool
shall be made on a quarterly basis, within 15 days after the end of the quarter,
as follows:

     

    20 % of
the pool shall be paid to BT2 International Inc. 80% of the pool shall be paid
to Exmocare LLC, et al

     

    In the
event a financing is obtained that requires dilution of the payments from this
royalty pool, the parties shall dilute on a pro rata basis.

     

    Schedule
2    Directors' Resolution - Royalty Policy

     

    Deleted
and replaced with the above. 

     

    Schedule
3    Milestones and Grant of Equity

     

    Deleted
and replaced with the following:

     

    Exmovere
Inc. shall issue 15,003,000 common shares for the transferred license
rights.

     

    Such
common shares shall be issued as follows:


     

    BT2
International
Inc.                                            
  2,910,000 shares

    Exmocare,
et
al                                                        
 11,640,000 shares

    Belmont
Partners
Inc                                               
    453,000 shares


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    IN WITNESS WHEREOF this Agreement has been
executed as of the day and year set out below.

     

    For and
on behalf of: 

     

    BT2
International, Inc.

     

    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    EXHIBIT
2

    UNANIMOUS
WRITTEN CONSENT 

    OF
THE BOARD OF DIRECTORS 

    IN
LIEU OF A SPECIAL MEETING

    


     

    In lieu
of a Special Meeting of the Board of Directors of Clopton House Corporation a
corporation organized in the State of Delaware (the "Company"), the
undersigned, being all of the Directors of the Company, take the following
actions by unanimous written consent; said actions to have the same force and
effect as if adopted at a meeting of the Board of Directors duly called and
held:

    


     

    WHEREAS,
the Company has determined that it is in the best interests of the Company to
enter into an agreement with Belmont Partners, LLC ('Ttelmont") dated January
2009 (the "Agreement") requiring the Company to provide Belmont a three percent
(3%) common stock shares position in the Company (the "Position"). The Position
shall be based on the capital structure of the Company after Vend-in of I.P.
(taking into account any and all shares issued relating to the Vend-in of I.P,
initial contracts, and initial acquisition of any assets), post reverse stock
split (if any), post initial financing, and after any other initial issuance of
stock (including issuance to the Company's directors and/or officers
(collectively the "Vend-in of I.P.");

    


     

    WHEREAS, the Company has entered into the
Agreement with Belmont;

    


     

    WHEREAS, the Company has received fiill and
adequate consideration from Belmont for the Position;

    


     

    WHEREAS, it is in the best interests of the
Company to issue such shares of the Company's common stock to Belmont as
necessary to provide Belmont the Position according to the terms of the
Agreement;

    


     

    WHEREAS, all shares transferred to Belmont
hereby shall be deemed to have a valuation of par value;

    


     

    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    (a)   it is in
the best interests of the Company to undertake the transactions contemplated
hereby; and

     

    (b)   the
transactions are hereby approved, ratified and confirmed; and

     

    (c)   in
accordance with the Shareholder Consent dated January 28/09 the
Company will issue shares of the Company's common stock to Belmont necessary to
provide Belmont the Position according to the terms of the Agreement;
and

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      (d)   any transfer agent
acting for or on behalf of the Company or a Surviving Company (a "Transfer
Agent") shall be entitled to rely upon these resolutions to execute the issuance
of the Position as aforesaid; and

       

      (e)   certificate(s)
evidencing the Position shall be issued and delivered to Belmont Partners, LLC
immediately following the actions anticipated by the Vend-in of I.P., but in no
case later than the eleventh (11th)
month anniversary of the Effective Date of the Stock Purchase Agreement, in the
event that all actions contemplated by the Vend-in of I.P. have not been
completed by the eleventh month anniversary of the Effective Date of the Stock
Purchase Agreement, Belmont Partners, LLC shall be issued shares comprising the
Position on that date and shall be issued additional shares as necessary
following any reverse stock split, share issuances relating to the Vend-in of
I.P. and initial contracts, initial acquisition of any assets, initial
financing, and after any other initial issuance of stock; and

       

      (f)           
the
effective date of all shares transferred pursuant to this Board Resolution shall
be the Effective Date of the Stock Purchase Agreement and shall be memorialized
on the face of the certificates evidencing such shares. Company shall accept as
valid any legal opinion of Belmont Partners, LLC's counsel regarding the removal
of restrictions from all shares hereby issued, and any transfer agent acting on
behalf of the Company shall be entitled to rely upon these resolutions to remove
such restrictions from such shares; and

       

      (g)   the
Company agrees to indemnify and hold harmless the Transfer Agent from and
against any and all claims, liabilities, losses, damages and expenses, including
fees and expenses of counsel, accountants and other advisors (collectively,
"Losses"), related thereto or arising out of or in connection therewith the
issuance of the Position; and

       

      (h)   the
Company gives the Transfer Agent authorization to deliver said shares as specified
herein to Belmont Partners, LLC at 360 Main Street, Washington, Virginia
22747 via Federal Express or Hand Dehvery;
and

    

     

    (i)    the value of
all shares hereby transferred shall be par value.

     

    Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors' meeting and agrees to the transaction of the
business set forth in this unanimous written consent in lieu of such
meeting.

     

    IN WITNESS WHEREOF, we have each signed this
Unanimous Written Consent of the Board of Directors in Lieu of a Special
Meeting, which may be signed in one or more counterparts, each of which, when
taken together, shall constitute one and the same instrument, effective as of
the date executed below.

     

    
      
        	 	
                

              
	 	Date:
      January 28, 2009


      

    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
       

      EXHIBIT
3

       

    

    IRREVOCABLE
TRANSFER AGENT INSTRUCTIONS

    


    TO:    Pacific Stock
Transfer

         
    500 East Warm
Springs Road, Suite 240, Las Vegas, NV 89119

     

    Re:     Clopton
House Corporation

     

     

    Ladies
and Gentlemen:

     

    Reference
is made to that certain Common Stock Purchase Agreement between Clopton House
Corporation (the "Company"), Belmont Partners, LLC ("Belmont") and BT2
International, Inc. (the "Buyer"), dated January, 28 2009 pursuant
to which the Company shall issue to Belmont a number of shares of the common
stock of the Company equal to three percent (3%) of the Company capital stock
(the "Position"). This letter shall serve as the Company's irrevocable
authorization and direction to Pacific Stock Transfer, and to any subsequent
Transfer Agent of the Company , (collectively the "Transfer Agent") to issue
shares of the common stock of the Company to Belmont as set forth below, and no
subsequent direction, order, resolution or other order or request of the Company
shall be effective to rescind, modify, nullify, or otherwise cancel these
instructions, the attached resolutions, or the shares issued
hereby.

     

    Specifically,
the Transfer Agent is hereby instructed to issue three percent (3%) of the
Company's capital to Belmont based on the capital structure of the Company after
Vend-in of I.P. (taking into account any and all shares issued relating to the
Vend-in of I.P., initial contracts, and initial acquisition of any assets), post
reverse stock split (if any), post initial financing, and after any other
initial issuance of stock (including issuance to the Company's directors and/or
officers (collectively, the "Actions").

     

    The
Transfer Agent shall deliver certificate(s) evidencing the shares in the
Position to Belmont Partners, LLC, at the address indicated below immediately
following the Actions, but in no case later than the eleventh month anniversary
of the Effective Date of the Stock Purchase Agreement, In the event that all
Actions have not been completed by the Effective Date of the Stock Purchase
Agreement, the Transfer Agent shall transfer to Belmont certificate(s)
evidencing the shares comprising the Position on the eleventh month anniversary
of the Effective Date of the Stock Purchase Agreement, and shall further issue
additional shares to Belmont as necessary following completion of the
Actions.

     

    The
shares comprising the Position shall be newly issued restricted common shares of
the Company, and the Effective date of all shares in the Position shall be the
Effective Date of the Stock Purchase Agreement regardless of the date on which
the certificate(s) evidencing such shares are issued, and such effective date
shall be evidenced on the face of such certificate(s).

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

      The
Company hereby confirms to the Transfer Agent and Belmont that the shares
comprising the Position shall not be subject to any stop-transfer restrictions
and shall otherwise be freely transferable on the books and records of the
Company, and that if the shares comprising the Position are not registered for
sale under the Securities Act of 1933, as amended, then the certificates
evidencing such shares shall bear the requisite restrictive legend. The Transfer
Agent is hereby instructed to accept as valid any opinion of Belmont's counsel
regarding removal of any restriction from the shares comprising the Position,
and upon receipt of such opinion of counsel the Transfer Agent shall promptly
remove such legend.

       

      The
Company hereby represents, acknowledges and agrees that: (i) Belmont has relied
upon the representations and covenants made by the Company hereunder as a
material inducement to Belmont entering into the Common Stock Purchase
Agreement; (ii) that without such representations and covenants Belmont would
not enter into the Common Stock Purchase Agreement; (iii) in the event of any
breach or threatened breach of any provision hereof, Belmont would be
irreparably damaged and damages at law would be an inadequate remedy if these
Irrevocable Transfer Agent Instructions were not specifically enforced.
Therefore, in the event of a breach or threatened breach of the representations
and covenants, hereunder, or a breach or threatened breach of the Transfer
Agent's duties and obligations herein defined, Belmont shall be entitled in
addition to all other rights and remedies, to an injunction restraining such
breach, without being required to show any actual damages or to post any bond or
other security, and/or to a decree of specific performance of the provisions of
these Irrevocable Transfer Agent Instructions.

       

      Delivery
of the certificate(s) evidencing the Position shall be delivered to Belmont by
Federal Express to Belmont Partners, LLC, 360 Main Street, Washington, Virginia
22747, or to such other address as specified in writing by Belmont.

       

      IN
WITNESS WHEREOF, the Parties have caused this agreement and letter of
Irrevocable Transfer Agent Instructions to be duly executed and delivered as of
the date first written above.

    

     

    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
4 

    WRITTEN
SHAREHOLDERS CONSENT 

    IN
LDZU OF A SPECIAL MEETING


    


    In lieu
of a Special Meeting of the Shareholders of Clopton House Corporation, a
corporation organized in the State of Delaware (the "Company"), the
undersigned, being the majority shareholder(s) of the Company, take the
following actions by unanimous written consent; said actions to have the same
force and effect as if adopted at a meeting of the majority shareholders duly
called and held:

     

    WHEREAS, the Shareholder(s) wish to approve the
issuance of a three percent (3%) common stock share position issued to Belmont
Partners, LLC based upon the capital structure of the Company after Vend-in of
I.P. (taking into account any and all shares issued relating to the Vend-in of
I.P, initial contracts, and initial acquisition of any assets), post reverse
stock split (if any), post initial financing, and after any other initial
issuance of stock (including issuance to the Company's directors and/or
officers).

     

    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    (a)   the
transactions contemplated above are hereby approved, ratified and
confirmed;

     

    (b)   the
Shareholder(s) approve the issuance of a three percent (3%) common stock share
position to Belmont Partners, LLC based upon the capital structure of the
Company after Vend-in of I.P. (taking into account any and all shares issued
relating to the Vend-in of I.P., initial contracts, and initial acquisition of
any assets), post reverse stock split (if any), post initial financing, and
after any other initial issuance of stock (including issuance to the Company's
directors and/or officers).

    
    

     

    Each
Shareholder, by signing this Written Consent of the Shareholders in Lieu of a
Special Meeting, waives notice of the time, place and purpose of a special
Majority Shareholders meeting and agrees to the transaction of the business set
forth in this unanimous written consent in lieu of such meeting.

     

    IN WITNESS WHEREOF, we have each
signed this written consent Shareholders in Lieu of a Special Meeting,
which may be signed in one or more counterparts, each of which, when taken
together, shall constitute one and the same instrument, effective as of the date
executed below. 

       

    

                

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      
        
        

      

       

      EXHIBIT 5


      UNANIMOUS
WRITTEN CONSENT 

      OF
THE BOARD OF DIRECTORS 

      IN
LIEU OF A SPECIAL MEETING

    

    


     

    In lieu
of a Special Meeting of the Board of Directors of Clopton House Corporation, a
corporation organized in the State of Delaware (the "Company"), the
undersigned, being all of the Directors of the Company, take the following
actions by unanimous written consent; said actions to have the same force and
effect as if adopted at a meeting of the Board of Directors duly called and
held:

     

    WHEREAS, the Company has determined that it is
in the best interests of the Company to transfer one hundred percent (100%) of
the Company's capital stock to BT2 International, Inc..

     

    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    (a)   it is in
the best interests of the Company to undertake the transaction contemplated
hereby; and,

     

    (b)   the
transactions are hereby approved, ratified and cwrrfirmed; and,

     

    (c)   any
transfer agent acting for or on behalf of the Company or a Surviving Company (a
"Transfer Agent") shall be entitled to rely upon these resolutions to execute
the issuance of the shares as aforesaid; and,

     

    (d)   the
effective date of all Shares transferred pursuant to this Board Resolution shall
be the Effective Date of the Stock Purchase Agreement and shall be memorialized
on the face of the certificates evidencing such shares; and,

     

    (e)   the
Company agrees to indemnify and hold harmless the Transfer Agent from and
against any and all claims, liabilities, losses, damages and expenses, including
fees and expenses of counsel, accountants and other advisors (collectively,
"Losses"), related thereto or arising out of or in connection therewith the
issuance of shares; and,

     

    (f)   the value
of all shares hereby transferred shall be par value.

     

    Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors' meeting and agrees to the transaction of the
business set forth h\ this unanimous written consent in lieu of such
meeting.

     

    IN WITNESS WHEREOF, we have each signed this
Unanimous Written Consent of the Board of Directors in Lieu of a Special
Meeting, which may be signed in one or more counterparts, each of which, when
taken together, shall constitute one and the same instrument, effective as of
the date executed below.

     

                

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

      EXHIBIT 6

      WRITTEN
SHAREHOLDERS CONSENT 

      IN
LIEU OF A SPECIAL MEETING

    


     

    In lieu
of a Special Meeting of the Shareholders of Clopton House Corporation, a
corporation organized in the State of Delaware (the "Company"), the
undersigned, being the majority shareholders) of the Company, take the following
actions by unanimous written consent; said actions to have the same force and
effect as if adopted at a meeting of the majority shareholders duly called and
held:

     

    WHEREAS, the
Shareholder(s) wish to approve the transfer
of one hundred percent (100%) of the Company's capital stock to BT2
International, Inc..

     

    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    (a)   the
transactions contemplated above are hereby approved, ratified and confirmed;
and,

     

    (b)   the Shareholder(s) approve the transfer of
one hundred percent (100%) of the Company's capital stock to BT2 International,
Inc..

     

    Each
Shareholder, by signing this Written Consent of the Shareholders in Lieu of a
Special Meeting, waives notice of the time, place and purpose of a special
Majority Shareholders meeting and agrees to the transaction of the business set
forth in this unanimous written consent in lieu of such meeting. 

     

    IN WITNESS WHEREOF, we have each
signed this written Consent Shareholders in Lieu of a Special Meeting,
which may be signed in one or more counterparts, each of which, when taken
together, shall constitute one and the same instrument, effective as of the date
executed below.

     

                

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
7

    UNANIMOUS
WRITTEN CONSENT

    OF
THE BOARD OF DHtECTORS

    IN
LIEU OF A SPECIAL MEETING

    


     

    In lieu
of a Special Meeting of the Board of Directors of Clopton House Corporation, a
corporation organized in the State of Delaware (the "Company"), the undersigned,
being all of the Directors of the Company, take the following actions by
unanimous written consent; said actions to have the same force and effect as if
adopted at a meeting of the Board of Directors duly called and
held;

     

    WHEREAS, the Board wishes to appoint David
Bycbkov as the sole Director and President of the Company; and,

     

    WHEREAS, the Board wishes to accept the
resignation of Joseph Meuse as the sole Director and President of the
Company.

     

    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    (a)           
it
is in the best interests of the Company to undertake the transactions contemplated
hereby; and,

     

    (b)    the
transactions are hereby approved, ratified and confirmed; and,

     

    (c)    the Company
appoints David Bychkov as a Director and the President; and,

     

    (d)   the Company appoints Cheyenne Crow, Joseph
Meuse and Robert Doornick as Directors of the Company; and

     

    (e)   the Company appoints Delbert Blewitt as the
Secretary of the Company and as a Director of the Company;
and

     

    (f)    the Company accepts the resignation of
Joseph Meuse as President and Secretary of the Company.

     

    Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors' meeting and agrees to the transaction of the
business set forth in this unanimous written consent in lieu of such
meeting.

     

    IN WITNESS WHEREOF, we have each signed this
UnanimousyWritten Consent of the Board of Directors in Lieu of a Special Meeting
which may be signed in one or more counterparts, each of which, when taken
together, shall constitute one and the same instrument, effective as
of the date executed below.

                   

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

       

      EXHIBIT 8

      WRITTEN
SHAREHOLDERS CONSENT 

      IN
LIEU OF A SPECIAL MEETING


    

     

    In lieu
of a Special Meeting of the Shareholders of Clopton House Corporation, a
corporation organized in the State of Delaware (the "Company"), the
undersigned, being the majority shareholder(s) of the Company, take the
following actions by unanimous written consent; said actions to have the same
force and effect as if adopted at a meeting of the majority shareholders duly
called and held:

     

    WHEREAS, the Shareholder(s) wish to nominate of
David Bychkov as the sole Director, President and Secretary of the Company;
and,

     

    WHEREAS, the Shareholder(s) wish to accept the
resignation of Joseph Meuse as the sole Director, President and Secretary of the
Company.

     

    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    (a)   the
transactions contemplated above are hereby approved, ratified and confirmed;
and

     

    (b)   the
Shareholder(s) approve the nomination of David Bychkov as a Director and the
President and,

     

    (c)    the
Shareholder(s) accept the resignation of Joseph Meuse as the President and
Secretary of the Company; and

     

    (d)   appoints
Cheyenne Crow, Joseph Meuse and Robert Doornick as Directors of the Company;
and

     

    (e)    the
Shareholder(s) approve the nomination of Delbert Blewett as a Director and as
the Secretary of the Corporation.

     

    Each
Shareholder, by signing this Written Consent of the Shareholders in Lieu of a
Special Meeting, waives notice of the time, place and purpose of a special
Majority Shareholders meeting and agrees to the transaction of the business set
forth in this unanimous written consent in lieu of such meeting.

     

    IN WITNESS WHEREOF, we have
each signed this written consent of the Shareholders in Lieu of a Special
Meeting, which may be signed in one or more counterparts, each of which, when
taken together, shall constitute one and the same instrument effective as of the
date executed below.

     

                      

     

    
      
        
        

      

      
        23