exmo_ex103.htm


    EXHIBIT 10.3

     

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

     

    
      (1)   David
Bychkov, 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:

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    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


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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.	 
	
            	 	 
	
              Signature: 

            		 
	Name: 	Delbert
      Blewett	 
	Designation:
      	Chief
      Executive Officer	 
	Date:	Jan.
      28, 2009	 
	 	 	 
	 	 	 
	 In
      the presence of:		 
	Name:	JOSEPH
      F. BATTY	 
	Date: 	Jan.
      28, 2009	 
	 	 	 
	 	 	 
	For
      and on behalf of:	 	 
	 	 	 
	David Bychkov	 	 
	 	 	 
	Signature:		 
	Name:
      	David
      Bychkov	 
	Designation:	Owner,
      Exmocare LLC	 
	Date:	Jan.
      28, 2009	 
	 	 	 
	In
      the presence of:	 	 
	Name:	JOSEPH
      F. BATTY	 
	Date:	Jan.
      28, 2009 	 


    

     

     

    
      
        
        

      

      
        3