YzApp International Inc. - Exhibit 10.2 - Prepared By TNT Filings Inc.




  




Exhibit 10.2 

AMENDMENT NO. 1 

TO 

STOCK PURCHASE AGREEMENT


This Amendment No. 1, dated as of
December 23, 2008, to the Stock Purchase Agreement (the "Stock Purchase
Agreement") made and entered into as of the 6th day of August 2008, by and among
BMC Acquisitions Corp., now known as Allied China Investments LLC, an LLC
organized and existing under the laws of the State of Delaware, with its
principal offices at 570 Lexington Avenue, New York New York 10022 ("Buyer"),
Belmont Partners LLC, a Virginia limited liability company having an office at
360 Main Street, Washington Virginia 22747 ("Seller"), and YzApp International
Inc., a company organized under the laws of the state of Nevada and traded under
the symbol "YZPI" (the "Company"). 


WITNESSETH: 

WHEREAS, on August 6, 2008, the
Seller, Buyer, and Company entered into a Stock Purchase Agreement (the "Stock
Purchase Agreement"), a copy of which is annexed hereto as Exhibit 1, pursuant
to which, the Company shall acquire an operating business by merger, acquisition
of shares, or asset acquisition (the "Transaction"), upon which time the Company
shall issue to Seller, fully paid, non-assessable restricted shares of the
Company's common stock as necessary for the Seller to attain at least one and
one tenth (1.1%) percent ownership in the Company. 

WHEREAS, the Company desires to
enter into that certain Share Exchange Agreement dated December 23, 2008, by
which New Resources Stock (as defined in the Share Exchange Agreement) will be
exchanged for newly issued shares of shares of the Company (the "Share Exchange
Agreement"). In conjunction with the Share Exchange Agreement, at the close of
the Transaction, the Buyer shall receive an additional two and forty-five
hundredths (2.45%) interest in the Company in the form of convertible preferred
stock, to be automatically convertible upon effectiveness of a 1:114.59 reverse
stock split following the close of the Transaction. 

WHEREAS, as contemplated by the Share Exchange
Agreement, following the Transaction, the Company shall be governed by new
management. 

WHEREAS, the parties now desire to
amend the Stock Purchase Agreement by amending Paragraph (c)(i) of Section 3 of
the Stock Purchase Agreement as hereinafter set forth to obligate Buyer, in
place of the Company, to transfer to Seller such number of fully paid,
non-assessable restricted shares of the Company's common stock as necessary for
the Seller to attain at least one and one tenth percent (1.1%) post-Transaction
ownership interest in the Company. 

NOW, THEREFORE, in consideration of
and for the mutual promises and covenants contained herein, and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Stock Purchase Agreement is hereby amended as follows: 

1. (a) Paragraph (c)(i) of Section 3 of the Stock
Purchase Agreement is hereby restated to be and read as follows: 




  
    (i) In consideration of the
    benefits provided to the Buyer hereby, Buyer shall cause to be issued and
    delivered to Seller, such fully paid, non-assessable restricted shares of
    the Company's common stock as necessary for Seller to attain at least a one
    and one tenth percent (1.1%) post Transaction (hereinafter defined)
    ownership interest in the Company (the "Position"). The Position shall be
    based on the capital structure of the Company post Transaction (taking into
    account any and all shares issued in connection with the Transaction, any
    reverse stock split (if any) completed in connection with or as a condition
    to such Transaction, and after any other initial issuance of stock
    (including issuance to the Company's directors and/or officers) completed
    prior to, in connection with, or as a condition to such Transaction. Buyer
    shall take all steps necessary to fully effectuate the provisions of this
    Section 3 and, to that end, promptly after the Closing endeavor to identify
    an appropriate operating business that would be suitable for acquisition by
    the Company. For purposes hereof, "Transaction" shall mean the acquisition
    by the Company of an operating business by merger, acquisition of shares or
    asset acquisition. 

  



2. (A) This agreement shall be
construed and interpreted in accordance with the laws of the State of New York
without giving effect to the conflict of laws rules thereof or the actual
domiciles of the parties. 

(B) Except as amended hereby, the
terms and provisions of the Stock Purchase Agreement shall remain in full force
and effect, and the Agreement, as previously amended, is in all respects
ratified and confirmed. On and after the date of this agreement, each reference
in the Agreement to the "Agreement", "hereinafter", "herein", "hereinafter",
"hereunder", "hereof", or words of like import shall mean and be a reference to
the Stock Purchase Agreement as amended by this agreement. 

(C) This agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute a single Amendment. 

IN WITNESS WHEREOF, the parties hereto have
executed this agreement as of the date first stated above. 



  	SELLER:
	BELMONT PARTNERS, LLC
	 
	 
	/s/ Clavis Dobbins                         
      
	Clavis Dobbins, General Counsel
	 
	BUYER:
	ALLIED CHINA INVESTMENTS, LLC
	 
	 
	/s/ William J. McCluskey              
      
	William J. McCluskey




 


  	COMPANY:
	YZAPP INTERNATIONAL INC.
	 
	 
	/s/ Eugene M. Weiss                    
      
	Eugene M. Weiss, President