EXHIBIT
        10.2 

      


      STOCK
        PURCHASE AGREEMENT

      


      


      THIS
        STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into in duplicate
        this 27th
        day of
        September, 2007, by and among John Bracey (the “Seller”); and Fountainhead
        Capital Management Limited, a
        Jersey,
        Channel Islands corporation (the
        “Purchaser”); Laurier International Inc., a Delaware corporation (the
“Corporation”).

      


      RECITALS

      


      A.
        The
        Seller is the owner of three million (3,000,000) shares of common stock issued
        by the Corporation (the “Shares”). Katherine Bracey, wife of the Seller, is the
        owner of two million (2,000,000) shares of common stock issued by the
        Corporation.

      


      B.
        The
        Purchaser desires to purchase the Shares from the Seller, on the terms and
        subject to the conditions specified in this Agreement.

      


      C.
        The
        Seller desires to sell, assign, transfer, convey, surrender, deliver, and
        set
        over the Shares to the Purchaser, on the terms and subject to the conditions
        specified in this Agreement.

       

      D.
        In
        addition to the Purchase Price (as that term is defined by the provisions
        of
        Section 2 of this Agreement), to induce the Seller to sell the Shares to
        the
        Purchaser, the parties desire that the Corporation (i) transfer, assign,
        convey,
        deliver, and set over to the Seller all of the Corporation’s right, title, and
        interest in and to those shares of capital stock issued by Geotheatre
        Productions, Inc., a Delaware corporation (“Geotheatre”), and held by the
        Corporation (the “Geotheatre Shares”) and (ii) deliver to the Seller all of the
        books and records of Geotheatre. 

      


      NOW,
        THEREFORE, IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE
        DEEMED
        TO BE A SUBSTANTIVE PART OF THIS AGREE-MENT, AND THE MUTUAL COVENANTS, PROMISES,
        UNDERTAKINGS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS
        AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY
        OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY
        AND
        EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT AND
        WARRANT
        AS FOLLOWS:

      


      1.
        Purchase of Shares.
        On the
        terms and subject to all of the conditions specified by the provisions of
        this
        Agreement and upon the performance by each of the parties of their respective
        obligations created by the provisions of this Agreement, the Seller hereby
        forever and irrevocably sells, assigns, transfers, surrenders, conveys,
        delivers, and sets over the Shares to the Purchaser, and the Purchaser hereby
        purchases the Shares from the Seller. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      2.
        The Purchase Price.
        The
        Purchaser shall deposit or cause to be deposited with Sichenzia Ross Friedman
        Ference LLP, counsel for the Purchaser (the “Escrow Agent”), the principal
        amount of $105,000.00 (the “Purchase Price”), which shall be held and
        distributed by the Escrow Agent for distribution to the Seller in accordance
        with the provisions set forth in the Escrow Agreement.

      


      3.
        Representations
        and Warranties of the Seller and the Corporation. The
        Seller and the Corporation hereby jointly and severally represent and warrant
        to
        the Purchaser that:

      


      3.1. Organization
        and Good Standing.
        The
Corporation
        is
        a
        corporation duly organized, validly existing and in good standing under the
        laws
        of the jurisdiction of its incorporation. The Corporation
        is
        not
        required to be qualified to transact business in any other jurisdiction where
        the failure to do so would
        reasonably be expected to result in (i) a material adverse effect on the
        legality, validity or enforceability of this Agreement, (ii) a material adverse
        effect on the results of operations, assets, business or financial condition
        of
        the Corporation , taken as a whole, or (iii) a material adverse effect on
        the
        Corporation’s ability to perform in any material respect on a timely basis its
        obligations under this Agreement (any of (i), (ii) or (iii), a “Material
        Adverse Effect”).

      


      3.2. Authority.

      


      (a) The
        Corporation has full power and authority (corporate and otherwise) to carry
        on
        its business and has all permits and licenses that are necessary to the conduct
        of its business or to the ownership, lease or operation of its properties
        and
        assets.

      


      (b) The
        execution of this Agreement and the delivery hereof to the Purchaser and
        the
        sale contemplated herein have been, or will be prior to Closing, duly authorized
        by the Board of Directors of the Corporation, having full power and authority
        to
        authorize such actions.

      


      (c) Subject
        to any consents required under Section 3.7 below, the Seller and the
Corporation
        have
        the
        full legal right, power and authority to execute, deliver and carry out the
        terms and provisions of this Agreement; and this Agreement has been duly
        and
        validly executed and delivered on behalf of the Seller and the Corporation
        and
        constitutes a valid and binding obligation of the Seller and the Corporation,
        enforceable in accordance with its terms, subject
        to applicable bankruptcy, insolvency, reorganization, moratorium or other
        laws
        of general application affecting enforcement of creditors' rights and subject
        to
        general principles of equity that restrict the availability of equitable
        remedies. 

      


      (d) Except
        as
        set forth in Schedule
        3.2,
        neither
        the execution and delivery of this Agreement, the consummation of the
        transactions herein contemplated, nor compliance with the terms of this
        Agreement will violate, conflict with, result in a breach of, or constitute
        a
        default under any statute, regulation, indenture, mortgage, loan agreement,
        or
        other agreement or instrument to which the Seller or the Corporation
        is
        a
        party or by which it or any of them is bound, any charter, regulation, or
        bylaw
        provision of the Corporation,
        or any
        decree, order, or rule of any court or governmental authority or arbitrator
        that
        is binding on the Seller or the Corporation
        in
        any
        way.

      


      
        
           

        

        
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      3.3. Shares.

      


      (a) The
        authorized capital stock of the Corporation
        consists
        of 80,000,000 shares of common stock, par value $0.001 per share, of which
        5,501,000 shares are issued and outstanding as of the Closing Date. All of
        the
Corporation’s
        Shares
        are duly authorized, validly issued, fully paid and non-assessable.

      


      (b) Seller
        is
        the lawful record and beneficial owner of 3,000,000 Shares, free and clear
        of
        any liens, pledges, encumbrances, charges, claims or restrictions of any
        kind,
        except as set forth in Schedule
        3.3,
        and
        have, or will have on the Closing Date, the absolute, unilateral right, power,
        authority and capacity to enter into and perform this Agreement without any
        other or further authorization, action or proceeding, except as specified
        herein.

      


      (c) There
        are
        no authorized or outstanding subscriptions, options, warrants, calls, contracts,
        demands, commitments, convertible securities or other agreements or arrangements
        of any character or nature whatever under which the Corporation is or may
        become
        obligated to issue, assign or transfer any shares of capital stock of the
        Corporation. Upon the delivery to Purchaser on the Closing Date of the
        certificates representing the Shares, Purchaser will have good, legal, valid,
        marketable and indefeasible title to 54.54 % the then issued and outstanding
        shares of capital stock of the Corporation, free and clear of any liens,
        pledges, encumbrances, charges, agreements, options, claims or other
        arrangements or restrictions of any kind.

      


      3.4. Basic
        Corporate Records.
        The
        copies of the Certificate of Incorporation of the Corporation (certified
        by the
        Secretary of State or other authorized official of the jurisdiction of
        incorporation), and the Bylaws of the Corporation, as the case may be (certified
        as of the date of this Agreement as true, correct and complete by the
        Corporation secretary or assistant secretary), all of which have been delivered
        to the Purchaser, are true, correct and complete as of the date of this
        Agreement.

      


      3.5. Minute
        Books.
        The
        minute book of the Corporation, which has been exhibited to the Purchaser,
        contain true, correct and complete minutes and records of all meetings,
        proceedings and other actions of the shareholders, Board of Directors and
        committees of such Board of Directors of the Corporation, if any, and, on
        the
        Closing Date, will contain true, correct and complete minutes and records
        of any
        meetings, proceedings and other actions of the shareholders, Board of Directors
        and committees of such Board of Directors of the Corporation.

      


      
        
           

        

        
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      3.6. Subsidiaries
        and Affiliates.
        The
        Corporation wholly owns Geotheatre Productions, Inc., a Delaware corporation,
        that was incorporated on March 12, 2001.

      


      3.7. Consents.
        Except
        as set forth in Schedule
        3.7,
        no
        consents or approvals of any public body or authority and no consents or waivers
        from other parties to leases, licenses, franchises, permits, indentures,
        agreements or other instruments are (i) required for the lawful
        consummation of the transactions contemplated hereby, or (ii) necessary in
        order that the Business can be conducted by the Purchaser in the same manner
        after the Closing as heretofore conducted by the Corporation nor will the
        consummation of the transactions contemplated hereby result in creating,
        accelerating or increasing any liability of the Corporation.

      


      3.8. SEC
        Reports; Financial Statements.
        The
Corporation
        has
        filed
        all reports, schedules, forms, statements and other documents required to
        be
        filed by the Corporation
        under
        the
        Securities Act and the Exchange Act, including pursuant to Section 13(a)
        or
        15(d) thereof, for the two years preceding the date hereof (or such shorter
        period as the Corporation
        was
        required by law or regulation to file such material) (the foregoing materials,
        including the exhibits thereto and documents incorporated by reference therein,
        being collectively referred to herein as the “SEC
        Reports”)
        on a
        timely basis or has received a valid extension of such time of filing and
        has
        filed any such SEC Reports prior to the expiration of any such extension.
        As of
        their respective dates, the SEC Reports complied in all material respects
        with
        the requirements of the Securities Act and the Exchange Act, as applicable,
        and
        none of the SEC Reports, when filed, contained any untrue statement of a
        material fact or omitted to state a material fact required to be stated therein
        or necessary in order to make the statements therein, in the light of the
        circumstances under which they were made, not misleading. The audited financial
        statements of the Corporation
        and
        its
        Subsidiaries for the past two fiscal years and unaudited financial statement
        for
        the most recent fiscal quarter, to the extent not included in the SEC Reports,
        are attached hereto as Schedule
        3.8.
        Such
        financial statements comply in all material respects with applicable accounting
        requirements and the rules and regulations of the Commission with respect
        thereto as in effect at the time of filing. Such financial statements have
        been
        prepared in accordance with United States generally accepted accounting
        principles applied on a consistent basis during the periods involved
        (“GAAP”),
        except as may be otherwise specified in such financial statements or the
        notes
        thereto and except that unaudited financial statements may not contain all
        footnotes required by GAAP, and fairly present in all material respects the
        financial position of the Corporation
        and
        its
        consolidated Subsidiaries as of and for the dates thereof and the results
        of
        operations and cash flows for the periods then ended, subject, in the case
        of
        unaudited statements, to normal, immaterial, year-end audit adjustments.
        For the
        purposes hereof, the balance sheet of the Corporation as of June 30, 2007
        is
        referred to as the “Balance Sheet” and June 30, 2007 is referred to as the
“Balance Sheet Date”.

      


      
        
           

        

        
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      3.9. Records
        and Books of Account.
        The
        records and books of account of the Corporation reflect all material items
        of
        income and expense and all material assets, liabilities and accruals, and
        have
        been, and to the Closing Date will be, regularly kept and maintained in
        conformity with GAAP applied on a consistent basis and delivered to the
        Purchaser on the Closing Date. Subsequent to the Closing Date, the Corporation
        will assist the Purchaser in filing the Corporation’s Form 10-QSB on September
        30, 2007.

      


      3.10. Absence
        of Undisclosed Liabilities.
        There
        are no liabilities or obligations of the Corporation of any kind whatsoever,
        whether accrued, fixed, absolute, contingent, determined or determinable,
        and
        including without limitation (i) liabilities to former, retired or active
        employees of the Corporation under any pension, health and welfare benefit
        plan,
        vacation plan or other plan of the Corporation, (ii) tax liabilities
        incurred in respect of or measured by income for any period prior to the
        close
        of business on the Balance Sheet Date, or arising out of transactions entered
        into, or any state of facts existing, on or prior to said date, and
        (iii) contingent liabilities in the nature of an endorsement, guarantee,
        indemnity or warranty, and there is no condition, situation or circumstance
        existing or which has existed that would reasonably be expected to result
        in any
        material liability of the Corporation,
        other
        than liabilities and contingent liabilities incurred in the ordinary course
        of
        business since the Balance Sheet Date consistent with the Corporation recent
        customary business practice, none of which would reasonably be expected to
        have
        a Material Adverse Effect.

      


      3.11. Taxes.
        

      


      (a) For
        purposes of this Agreement, “Tax” or “Taxes” refers to: (i) any and all federal,
        state, local and foreign taxes, assessments and other governmental charges,
        duties, impositions and liabilities relating to taxes, including taxes based
        upon or measured by gross receipts, income, profits, sales, use and occupation,
        and value added, ad valorem, transfer, franchise, withholding, payroll,
        recapture, employment, excise and property taxes and escheatment payments,
        together with all interest, penalties and additions imposed with respect
        to such
        amounts and any obligations under any agreements or arrangements with any
        other
        person with respect to such amounts and including any liability for taxes
        of a
        predecessor entity; (ii) any liability for the payment of any amounts of
        the
        type described in clause (i) as a result of being or ceasing to be a member
        of
        an affiliated, consolidated, combined or unitary group for any period
        (including, without limitation, any liability under Treas. Reg.
        Section 1.1502-6 or any comparable provision of foreign, state or local
        law); and (iii) any liability for the payment of any amounts of the type
        described in clause (i) or (ii) as a result of any express or implied obligation
        to indemnify any other person or as a result of any obligations under any
        agreements or arrangements with any other person with respect to such amounts
        and including any liability for taxes of a predecessor entity.

      


      
        
           

        

        
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      (b) (i) The
        Corporation has timely filed all federal, state, local and foreign returns,
        estimates, information statements and reports (“Returns”) relating to Taxes
        required to be filed by the Corporation with any Tax authority. All such
        Returns
        are true, correct and complete in all material respects. The Corporation
        has
        paid all Taxes shown to be due on such Returns. Except as listed on Schedule
        3.11
        hereto,
        the Corporation is currently the beneficiary of any extensions of time within
        which to file any Returns. The Seller and the Corporation have furnished
        and
        made available to the Purchaser complete and accurate copies of all income
        and
        other Tax Returns and any amendments thereto filed by the Corporation in
        the
        last three (3) years.

      


      (ii) The
        Corporation, as of the Closing Date, will have withheld and accrued or paid
        to
        the proper authority all Taxes required to have been withheld and accrued
        or
        paid.

      


      (iii) The
        Corporation has not been delinquent in the payment of any Tax nor is there
        any
        Tax deficiency outstanding or assessed against the Corporation. The Corporation
        has not executed any unexpired waiver of any statute of limitations on or
        extending the period for the assessment or collection of any Tax.

      


      (iv) There
        is
        no dispute, claim, or proposed adjustment concerning any Tax liability of
        the
        Corporation either (A) claimed or raised by any Tax authority in writing or
        (B) based upon personal contact with any agent of such Tax authority, and
        there is no claim for assessment, deficiency, or collection of Taxes, or
        proposed assessment, deficiency or collection from the Internal Revenue Service
        or any other governmental authority against the Corporation which has not
        been
        satisfied. The Corporation is not a party to nor has the Corporation been
        notified in writing that it is the subject of any pending, proposed, or
        threatened action, investigation, proceeding, audit, claim or assessment
        by or
        before the Internal Revenue Service or any other governmental authority,
        nor
        does the Corporation have any reason to believe that any such notice will
        be
        received in the future. Neither the Internal Revenue Service nor any state
        or
        local taxation authority has ever audited any income tax return of the
        Corporation. The Corporation has not filed any requests for rulings with
        the
        Internal Revenue Service. No power of attorney has been granted by the
        Corporation or its Affiliates with respect to any matter relating to Taxes
        of
        the Corporation. There are no Tax liens of any kind upon any property or
        assets
        of the Corporation, except for inchoate liens for Taxes not yet due and
        payable.

      


      (v) The
        Corporation has no liability for any unpaid Taxes which has not been paid
        or
        accrued for or reserved on the Financial Statements in accordance with GAAP,
        whether asserted or unasserted, contingent or otherwise.

      


      (vi) There
        is
        no contract, agreement, plan or arrangement to which the Corporation is a
        party
        as of the date of this Agreement, including but not limited to the provisions
        of
        this Agreement, covering any employee or former employee of the Corporation
        that, individually or collectively, would reasonably be expected to give
        rise to
        the payment of any amount that would not be deductible pursuant to
        Sections 280G, 404 or 162(m) of the Internal
        Revenue Code of 1986, as amended (the “Code”).
        There
        is no contract, agreement, plan or arrangement to which the Corporation is
        a
        party or by which it is bound to compensate any individual for excise taxes
        paid
        pursuant to Section 4999 of the Code.

      


      
        
           

        

        
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      (vii) The
        Corporation has not filed any consent agreement under Section 341(f) of the
        Code or agreed to have Section 341(f)(2) of the Code apply to any disposition
        of
        a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned
        by
        the Corporation.

      


      (viii) The
        Corporation is not a party to, nor does it have any obligation under, any
        tax-sharing, tax indemnity or tax allocation agreement or
        arrangement.

      


      (ix) None
        of
        the Corporation assets are tax exempt use property within the meaning of
        Section 168(h) of the Code.

       

      3.12. Reserved.

      


      3.13. Reserved.

      


      3.14. Reserved.

      


      3.15. Real
        Property Matters.
        The
        Corporation does not owns any real property as of the date hereof and has
        not
        owned any real property during the three years preceding the date
        hereof.

       

      3.16. Reserved.

      


      3.17. Reserved.

      


      3.18. Reserved.

      


      3.19. Banking
        and Personnel Lists.
        The
        Seller and the Corporation will deliver to the Purchaser prior to the Closing
        Date the following accurate lists and summary descriptions relating to the
        Corporation:

      


      (i) The
        name
        of each bank in which the Corporation has an account or safe deposit box
        and the
        names of all persons authorized to draw thereon or have access
        thereto.

      


      (ii) The
        names, current annual salary rates and total compensation for the preceding
        fiscal year of all of the present directors and officers of the Corporation,
        and
        any other employees whose current base accrual salary or annualized hourly
        rate
        equivalent is $20,000 or more, together with a summary of the bonuses,
        percentage compensation and other like benefits, if any, paid or payable
        to such
        persons for the last full fiscal year completed, together with a schedule
        of
        changes since that date, if any.

      


      
        
           

        

        
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      (iii) A
        schedule of workers’ compensation payments of the Corporation over the past five
        full fiscal years and the fiscal year to date, a schedule of claims by employees
        the Corporation against the workers’ compensation fund for any reason over such
        period, identification of all compensation and medical benefits paid to date
        on
        each such claim and the estimated amount of compensation and medical benefits
        to
        be paid in the future on each such claim.

      


      (iv) The
        name
        of all pensioned employees of the Corporation whose pensions are unfunded
        and
        are not paid or payable pursuant to any formalized pension arrangements,
        their
        agent and annual unfunded pension rates.

      


      (v) The
        name,
        address, telephone number, facsimile number, email address, the name of the
        principal contact and all other relevant contact information of all clients
        and
        customers of the Corporation.

      


      3.20. Contracts.
        Except
        as would not have a material adverse effect on the Corporation or its
        obligations, (i) all contracts, agreements and commitments of the
        Corporation are valid, binding and in full force and effect, and
        (ii) neither the Corporation nor, to the Seller’s knowledge, any other
        party to any such contract, agreement, or commitment has materially breached
        any
        provision thereof or is in default thereunder. The sale of the Shares by
        the
        Seller in accordance with this Agreement will not result in the termination
        of
        any contract, agreement or commitment of the Corporation, and immediately
        after
        the Closing, each such contract, agreement or commitment will continue in
        full
        force and effect without the imposition or acceleration of any burdensome
        condition or other obligation on the Corporation resulting from the sale
        of the
        Shares by the Seller. True and complete copies of all contracts of the
        Corporation will be delivered to Purchaser at Closing.

      


      3.21. Compliance
        With the Law.
        The
        Corporation is not in material violation of any applicable federal, state,
        local
        or foreign law, regulation or order or any other, decree or requirement of
        any
        governmental, regulatory or administrative agency or authority or court or
        other
        tribunal (including, but not limited to, any law, regulation order or
        requirement relating to securities, properties, business, products,
        manufacturing processes, advertising, sales or employment practices, terms
        and
        conditions of employment, occupational safety, health and welfare, conditions
        of
        occupied premises, product safety and liability, civil rights, or environmental
        protection, including, but not limited to, those related to waste management,
        air pollution control, waste water treatment or noise abatement). Except
        as set
        forth in Schedule
        3.21,
        the
        Corporation has not been and is not now charged with, or to the knowledge
        of the
        Seller or the Corporation under investigation with respect to, any violation
        of
        any applicable law, regulation, order or requirement relating to any of the
        foregoing, nor, to the knowledge of Seller or the Corporation, are there
        any
        circumstances that would reasonably be expected to give rise to any such
        violation. The Corporation has filed all reports required to be filed with
        any
        governmental, regulatory or administrative agency or authority.

      


      
        
           

        

        
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      3.22. Litigation;
        Pending Labor Disputes.
        

      


      (i) There
        are
        no legal, administrative, arbitration or other proceedings or governmental
        investigations pending or, to the knowledge of Seller or the Corporation,
        threatened, against the Seller or the Corporation, relating to the Business
        or
        the Corporation or its properties (including leased property), or the
        transactions contemplated by this Agreement, nor is there any basis known
        to the
        Seller or the Corporation for any such action.

      


      (ii) There
        are
        no judgments, decrees or orders of any court, or any governmental department,
        commission, board, agency or instrumentality binding upon Seller or the
        Corporation relating to the Business or the Corporation the effect of which
        is
        to prohibit any business practice or the acquisition of any property or the
        conduct of any business by the Corporation or which limit or control or
        otherwise adversely affect its method or manner of doing business.

      


      (iii) No
        work
        stoppage has occurred and is continuing or, to the knowledge of Seller or
        the
        Corporation, is threatened affecting the Business, and no representation
        question involving recognition of a collective bargaining agent exists in
        respect of any employees of the Corporation.

      


      (iv) There
        are
        no charges of discrimination (relating to sex, age, race, national origin,
        handicap or veteran status) or unfair labor practices pending or, to the
        knowledge of the Seller or the Corporation, threatened before any governmental
        or regulatory agency or authority or any court relating to employees of the
        Corporation.

      


      3.23. Absence
        of Certain Changes or Events.
        The
        Corporation has not, since the Balance Sheet Date, except as described on
        Schedule
        3.23:

      


      (i) Incurred
        any material obligation or liability (absolute, accrued, contingent or
        otherwise) except for obligations or liabilities incurred in the ordinary
        course, and any such obligation or liability incurred in the ordinary course
        would not have a Material Adverse Effect, except for claims, if any, that
        are
        adequately covered by insurance;

      


      (ii) Discharged
        or satisfied any lien or encumbrance, or paid or satisfied any obligations
        or
        liability (absolute, accrued, contingent or otherwise) other than
        (a) liabilities shown or reflected on the Balance Sheet, and
        (b) liabilities incurred since the Balance Sheet Date in the ordinary
        course of business that would not have a Material Adverse Effect;

      


      
        
           

        

        
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      (iii) Increased
        or established any reserve or accrual for taxes or other liability on its
        books
        or otherwise provided therefor, except (a) as disclosed on the Balance
        Sheet, or (b) as may have been required under generally accepted accounting
        principles due to income earned or expense accrued since the Balance Sheet
        Date
        and as disclosed to the Purchaser in writing;

      


      (iv) Mortgaged,
        pledged or subjected to any lien, charge or other encumbrance any of its
        assets,
        tangible or intangible;

      


      (v) Sold
        or
        transferred any of its assets or cancelled any debts or claims or waived
        any
        rights, except in the ordinary course of business and which would not have
        a
        Material Adverse Effect;

      


      (vi) Disposed
        of or permitted to lapse any patents or trademarks or any patent or trademark
        applications material to the operation of its business;

      


      (vii) Incurred
        any significant labor trouble or granted any general or uniform increase
        in
        salary or wages payable or to become payable by it to any director, officer,
        employee or agent, or by means of any bonus or pension plan, contract or
        other
        commitment increased the compensation of any director, officer, employee
        or
        agent, other than regularly scheduled increases that are consistent with
        past
        practices;

      


      (viii) Authorized
        any capital expenditure for real estate or leasehold improvements, machinery,
        or
        equipment in excess of $10,000.00 in the aggregate;

      


      (ix) Except
        for this Agreement, entered into any material transaction;

      


      (x) Issued
        any stocks, bonds, or other corporate securities, or made any declaration
        or
        payment of any dividend or any distribution in respect of its capital stock;
        or

      


      (xi) Experienced
        damage, destruction or loss (whether or not covered by insurance) that would
        individually or in the aggregate have a Material Adverse Effect or experienced
        any other material adverse change or changes individually or in the aggregate
        that would have a Material Adverse Effect.

      


      3.24. Employee
        Benefit Plans.

      


      (a) Schedule
        3.24
        lists
        a
        description of the only Employee Programs (as defined below) that have been
        maintained (as such term is further defined below) the
        Corporation
        at any
        time during the five (5) years prior to the date hereof.

      


      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      (b) Except
        as
        would not be expected to have a Material Adverse Effect, there has
        not
        been any failure of any party to comply with any laws applicable with respect
        to
        any Employee Program that has been maintained by the
        Corporation.
        With
        respect to any Employee Programs now or heretofore maintained by the
        Corporation,
        there
        has occurred no breach of any duty under the Employee Retirement Income Security
        Act of 1974, as amended (“ERISA”) or other applicable law which could result,
        directly or indirectly in any taxes, penalties or other liability to the
        Purchaser, the
        Corporation
        or any
        affiliate (as defined below)
        and that
        would not have a Material Adverse Effect.
        No
        litigation, arbitration, or governmental administrative proceeding (or
        investigation) or other proceeding (other than those relating to routine
        claims
        for benefits) that
        would not have a Material Adverse Effect
        is
        pending or, to the knowledge of the
        Corporation
        or
        Seller, threatened with respect to any such Employee Program. 

      


      (c) Except
        as
        set forth in Schedule
        3.24 attached
        hereto, the
        Corporation
        nor any
        affiliate has ever (i) provided health care or any other non-pension
        benefits to any employees after their employment was terminated (other than
        as
        required by Part 6 of Subtitle B of Title I of ERISA) or has ever
        promised to provide such post-termination benefits or (ii) maintained an
        Employee Program provided to such employees subject to Title IV of ERISA,
        Section 401(a) or Section 412 of Code, including, without limitation, any
        Multiemployer Plan.

      


      (d) For
        purposes of this Section 3.24:

       

      (i) “Employee
        Program”
means (A) all employee benefit plans within the meaning of ERISA
        Section 3(3), including, but not limited to, multiple employer welfare
        arrangements (within the meaning of ERISA Section 3(40)), plans to which
        more than one unaffiliated employer contributes and employee benefit plans
        (such
        as foreign or excess benefit plans) which are not subject to ERISA; and
        (B) all stock option plans, bonus or incentive award plans, severance pay
        policies or agreements, deferred compensation agreements, supplemental income
        arrangements, vacation plans, and all other employee benefit plans, agreements,
        and arrangements not described in (A) above. In the case of an Employee
        Program funded through an organization described in Code Section 501(c)(9),
        each
        reference to such Employee Program shall include a reference to such
        organization;

      


      (ii) An
        entity
“maintains” an Employee Program if such entity sponsors, contributes to, or
        provides (or has promised to provide) benefits under such Employee Program,
        or
        has any obligation (by agreement or under applicable law) to contribute to
        or
        provide benefits under such Employee Program, or if such Employee Program
        provides benefits to or otherwise covers employees of such entity (or their
        spouses, dependents, or beneficiaries);

      


      (iii) An
        entity
        is an “affiliate” of the
        Corporation
        for
        purposes of this Section 3.24
        if it
        would have ever been considered a single employer with the
        Corporation
        under
        ERISA Section 4001(b) or part of the same “controlled group” as the
        Corporation
        for
        purposes of ERISA Section 302(d)(8)(C); and

      


      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      (iv) “Multiemployer
        Plan” means a (pension or non-pension) employee benefit plan to which more than
        one employer contributes and which is maintained pursuant to one or more
        collective bargaining agreements.

      


      3.25. Reserved.

      


      3.26. Reserved.

      


      3.27. Absence
        of Certain Commercial Practices.
        Except
        as described on Schedule
        3.27,
        neither
        the Corporation nor the Seller has made any payment (directly or by secret
        commissions, discounts, compensation or other payments) or given any gifts
        to
        another business concern, to an agent or employee of another business concern
        or
        of any governmental entity (domestic or foreign) or to a political party
        or
        candidate for political office (domestic or foreign), to obtain or retain
        business for the Corporation or to receive favorable or preferential treatment,
        except for gifts and entertainment given to representatives of customers
        or
        potential customers of sufficiently limited value and in a form (other than
        cash) that would not be construed as a bribe or payoff.

      


      3.28. Licenses,
        Permits, Consents and Approvals.
        The
        Corporation has, and at the Closing Date will have, all licenses, permits
        or
        other authorizations of governmental, regulatory or administrative agencies
        or
        authorities (collectively, “Licenses”) required to conduct the Business and the
        absence of any of which would have a Material Adverse Effect. All Licenses
        of
        the Corporation are listed on Schedule
        3.28 hereto.
        At the Closing, the Corporation will have all such Licenses which are material
        to the conduct of the Business and the absence of any of which would have
        a
        Material Adverse Effect, and will have renewed all Licenses which would have
        expired in the interim. Except as listed in Schedule
        3.28,
        no
        registration, filing, application, notice, transfer, consent, approval, order,
        qualification, waiver or other action of any kind (collectively, a “Filing”)
        will be required as a result of the sale of the Shares by Seller in accordance
        with this Agreement (a) to avoid the loss of any License or the violation,
        breach or termination of, or any default under, or the creation of any lien
        on
        any asset of the Corporation pursuant to the terms of, any law, regulation,
        order or other requirement or any contract binding upon the Corporation or
        to
        which any such asset may be subject, or (b) to enable Purchaser (directly
        or through any designee) to continue the operation of the Corporation and
        the
        Business substantially as conducted prior to the Closing Date. All such Filings
        will be duly filed, given, obtained or taken on or prior to the Closing Date
        and
        will be in full force and effect on the Closing Date.

      


      3.29. Environmental
        Matters.
        Except
        as
        set forth on Schedule
        3.29
        hereto:

       

      (a) To
        the
        Seller’s knowledge, the operations of the
        Corporation
        are in
        compliance with all applicable Laws promulgated by any governmental entity
        which
        prohibit, regulate or control any hazardous material or any hazardous material
        activity (“Environmental Laws”) and all permits issued pursuant to Environmental
        Laws or otherwise except for where noncompliance or the absence of such permits
        would not, individually or in the aggregate, have a Material Adverse
        Effect;

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      (b) To
        the
        Seller’s knowledge, the
        Corporation has
        obtained
        all permits required under all applicable Environmental Laws necessary to
        operate the Business; and

       

      (c) The
        Corporation has
        not the
        subject of any outstanding written order or Contract with any governmental
        authority or person respecting Environmental Laws or any violation or potential
        violations thereof.

       

      3.30. Broker.
        Except
        as specified in Schedule
        3.30,
        neither
        the Corporation nor the Seller has retained any broker in connection with
        any
        transaction contemplated by this Agreement. Purchaser and the Corporation
        shall
        not be obligated to pay any fee or commission associated with the retention
        or
        engagement by the Corporation or Seller of any broker in connection with
        any
        transaction contemplated by this Agreement.

      


      3.31. Related
        Party Transactions.
        Except
        as described in Schedule
        3.31,
        all
        transactions during the past five years between the Corporation and any current
        or former shareholder or any entity in which the Corporation or any current
        or
        former shareholder had or has a direct or indirect interest have been fair
        to
        the Corporation as determined by the Board of Directors of each Corporation.
        No
        portion of the sales or other on going business relationship of the Corporation
        is exclusively dependent upon the friendship or the personal relationships
        (other than those customary within business generally) of the Seller, except
        as
        described in Schedule
        3.31.
        During
        the past five (5) years, the Corporation has not forgiven or cancelled, without
        receiving full consideration, any indebtedness owing to it by the Seller.
        

      


      3.32. Patriot
        Act.
        The
        Corporation and the Seller certify that the
        Corporation
        has not
        been designated, and is not owned or controlled, by a “suspected terrorist” as
        defined in Executive Order 13224. The Corporation and the Seller hereby
        acknowledge that the Purchaser seeks to comply with all applicable laws
        concerning money laundering and related activities. In furtherance of those
        efforts, the
        Corporation and
        the
        Seller hereby represent, warrant and agree that: (i) none of the cash or
        property that the Seller has contributed or paid or will contribute or will
        contribute and pay to the
        Corporation has
        been
        or shall be derived from, or related to, any activity that is deemed criminal
        under United States law; and (ii) the business of the
        Corporation has
        been
        conducted in material compliance with the United States Bank Secrecy Act,
        the
        United States International Money Laundering Control Act of 1986 and the
        United
        States International Money Laundering Abatement and Anti-Terrorist Financing
        Act
        of 2001. The Seller shall promptly notify the Purchaser if any of these
        representations ceases to be true and accurate regarding the Seller or the
        Corporation. The Seller agrees to provide the Purchaser any additional
        information regarding the
        Corporation that
        the
        Purchaser reasonably requests to ensure compliance with all applicable laws
        concerning money laundering and similar activities. 

      


      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      3.33. Disclosure.
        All
        statements contained in any contract, schedule, closing certificate, opinion,
        or
        other closing document delivered by or on behalf of the Seller or the
        Corporation pursuant hereto or in connection with the transactions contemplated
        hereby shall be deemed representations and warranties by the Seller and
the
        Corporation
        herein.
        No statement, representation or warranty by the Seller or the
        Corporation
        in this
        Agreement or in any contract, schedule, closing certificate, opinion, or
        other
        closing document furnished or to be furnished to the Purchaser pursuant hereto
        or in connection with the transactions contemplated hereby contains or will
        contain any untrue statement of a material fact or omits or will omit to
        state a
        material fact required to be stated therein or necessary to make the statements
        contained therein not misleading or necessary in order to provide a prospective
        purchaser of the business the
        Corporation with
        full
        and fair disclosure concerning the
        Corporation,
        the
        Business and the
        Corporation’s
        affairs.

       

      3.34.  Voluntary
        Nature of Transaction. The
        sale
        by the Seller to the Purchaser of the Shares is made freely and voluntarily
        by
        the Seller. The Seller, in selling the Shares to the Purchaser, is not acting
        under fraud, duress, menace, or undue influence.

       

      


      4.
        Purchaser’s Representations, Warranties, and Covenants.
        The
        Purchaser represents and warrants to the Seller and covenants with the Seller
        the following, the truth and accuracy of each of which shall constitute a
        condition precedent to the obligations of the Seller pursuant
        hereto:

      


      4.1
         Validity
        of Agreement.
        This
        Agreement is valid and obligates the Purchaser. The Purchaser has full and
        complete power and authority to purchase the Shares, as contemplated by the
        provisions of this Agreement. The person signing and delivering this Agreement
        for and on behalf of the Purchaser has the capacity, and has been authorized,
        empowered, and instructed, to sign and deliver this Agreement. The execution
        and
        delivery of this Agreement by the Purchaser and the consummation of the
        transaction contemplated by this Agreement has been duly authorized and approved
        by the requisite authority of the Purchaser, and no other action by the
        Purchaser is necessary to approve this Agreement or approve the consummation
        of
        that transaction.

      


      4.2
         Brokerage
        and Finder's Fees.
        The
        Purchaser has not incurred any liability to any broker, finder, or agent
        for any
        brokerage fees, finder's fees, or commissions with respect to the transaction
        contemplated by the provisions of this Agreement.

       

      4.3
          Voluntary
        Nature of Transaction. The
        Purchaser’s purchase of the Shares is made freely and voluntarily by the
        Purchaser. The Purchaser, in purchasing the Shares, is not acting under fraud,
        duress, menace, or undue influence.

      


      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      4.4
         Restricted
        Securities.
        The
        Purchaser is aware that the Seller acquired the Shares in a transaction which
        was exempt from the registration and prospectus delivery requirements of
        the
        Securities Act of 1933 (the “Act”); and, therefore, the Shares are “restricted
        securities” (as that term is contemplated by the provisions of Rule 144
        promulgated pursuant to the Act). Additionally, the Purchaser understands
        that
        the Shares cannot be sold, assigned, transferred, or conveyed (a) without
        registration pursuant to (i) the Act and (ii) relevant state securities acts
        or,
        alternatively, (b) in a transaction exempt from such registration.

       

      4.5
         Organization
        and Qualification of the Purchaser.
        The
        Purchaser is a corporation duly organized, validly existing, and in good
        standing pursuant to the laws of its jurisdiction of incorporation.

      


      4.6
         Reserved.

      


      4.7
         Return
        of Books and Records of Geotheatre.
        The
        Purchaser shall cause the Corporation to deliver to Stepp Law Group, a
        California professional corporation, for and on behalf of John Bracey, at
        the
        expense of the Corporation, all of the books, records, and other “writings” (as
        that term is defined by the provisions of Section 250 of the California Evidence
        Code) in the possession of the Corporation in any way relating to Geotheatre
        or
        its business (the “Geotheatre Records”).

      


      5.
        Closing Procedures

      


      5.1 Resignation
        as Director of the Corporation.
        The
        Seller shall deliver or cause to be delivered to the Purchaser that letter
        of
        resignation of the Seller, subject to Section 14(f) of the Exchange Act,
        as
        which the Seller resigns as a member of the Board of Directors of the
        Corporation. An Information Statement in connection with the intended
        appointment of one new member of the Corporation’s Board of Directors shall
        thereafter be mailed to stockholders of the Company pursuant to Section 14(f)
        of
        the Exchange Act and Rule 14(f)(1) thereunder.

      


      5.2
         Delivery
        of Stock Certificate.
        The
        Escrow Agent shall deliver the stock certificate and the Purchase Price in
        accordance with the terms and provisions of the Escrow Agreement. 

      


      6.
        Sale of Common Stock by Katherine Bracey.
        The
        Purchaser’s obligations to purchase the Shares shall be, and hereby is,
        conditioned completely on the sale by Katherine Bracey of those two million
        (2,000,000) shares of common stock issued by the Corporation and held by
        her on
        the date and at the time the Seller sells the Shares to the
        Purchaser.

      


      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      7.
        Indemnification.

      


      7.1
         Provisions
        for Benefit of the Purchaser. 

      


      (i)
        In
        the event Seller breaches (or in the event any third party alleges facts
        that,
        if true, would mean Seller has breached) any of its representations, warranties,
        and covenants contained herein, for a period of 18 months following the Closing
        Date (the “Survival Period”), provided that the Purchaser makes a written claim
        for indemnification against the Seller within such Survival Period, then
        the
        Seller shall indemnify the Purchaser from and against the entirety of any
        Adverse Consequences the Purchaser may suffer through and after the date
        of the
        claim for indemnification (including any Adverse Consequences the Purchaser
        may
        suffer after the end of the Survival Period) resulting from, arising out
        of,
        relating to, in the nature of, or caused by the breach (or the alleged breach).
        For purposes of this Agreement, “Adverse Consequences” means all actions, suits,
        proceedings, hearings, investigations, charges, complaints, claims, demands,
        injunctions, judgments, orders, decrees, rulings, damages, dues, penalties,
        fines, costs, amounts paid in settlement, liabilities, obligations, taxes,
        liens, losses, lost value, expenses, and fees, including court costs and
        attorneys' fees and expenses.

      


      (ii)
        The
        Seller shall indemnify the Purchaser from and against the entirety of any
        Adverse Consequences the Purchaser or the Corporation may suffer resulting
        from,
        arising out of, relating to, in the nature of, or caused by any liability
        of the
        Corporation (whether or not accrued or otherwise disclosed) (x) for any taxes
        of
        the Corporation with respect to any tax year or portion thereof ending on
        or
        before the Closing Date (or for any Tax year beginning before and ending
        after
        the Closing Date to the extent allocable to the portion of such period beginning
        before and ending on the Closing Date) and (y) for the unpaid taxes of any
        person (other than the Corporation) under Section 1.1502-6 of the Regulations
        adopted under the Code (or any similar provision of state, local, or foreign
        law), as a transferee or successor, by contract, or otherwise.

      


      (iii)
        The
        Seller shall indemnify the Purchaser from and against the entirety of any
        liabilities arising out of the ownership of the Shares or operation of the
        Corporation prior to the Closing. 

      


      (iv)
        The
        Seller shall indemnify the Purchaser from and against the entirety of any
        Adverse Consequences the Purchaser or the Corporation may suffer resulting
        from,
        arising out of, relating to, in the nature of, or caused by any indebtedness
        or
        other liabilities of the Corporation existing as of the Closing Date.


      


      7.2
         Indemnification
        Provisions for Benefit of the Seller.
        In the
        event the Purchaser breaches (or in the event any third party alleges facts
        that, if true, would mean the Purchaser has breached) any of its
        representations, warranties, and covenants contained herein, during the Survival
        Period above, provided that the Seller makes a written claim for indemnification
        against the Purchaser within the Survival Period, then the Purchaser shall
        indemnify the Seller from and against the entirety of any Adverse Consequences
        the Seller may suffer through and after the date of the claim for
        indemnification (including any Adverse Consequences the Seller may suffer
        after
        the end of any applicable Survival Period) resulting from, arising out of,
        relating to, in the nature of, or caused by the breach (or the alleged
        breach).

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

      7.3
         Matters
        Involving Third Parties.

       

      (i)
        If
        any third party shall notify any Party (the “Indemnified Party“) with respect to
        any matter (a “Third Party Claim”) which may give rise to a claim for
        indemnification against any other Party (the “Indemnifying Party”) under this
        Section 7, then the Indemnified Party shall promptly notify each Indemnifying
        Party thereof in writing; provided, however, that no delay on the part of
        the
        Indemnified Party in notifying any Indemnifying Party shall relieve the
        Indemnifying Party from any obligation hereunder unless (and then solely
        to the
        extent) the Indemnifying Party thereby is prejudiced.

       

      (ii)
        Any
        Indemnifying Party will have the right to defend the Indemnified Party against
        the Third Party Claim with counsel of its choice reasonably satisfactory
        to the
        Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified
        Party in writing within 10 days after the Indemnified Party has given notice
        of
        the Third Party Claim that the Indemnifying Party will indemnify the Indemnified
        Party from and against the entirety of any Adverse Consequences the Indemnified
        Party may suffer resulting from, arising out of, relating to, in the nature
        of,
        or caused by the Third Party Claim, (B) the Indemnifying Party provides the
        Indemnified Party with evidence reasonably acceptable to the Indemnified
        Party
        that the Indemnifying Party will have the financial resources to defend against
        the Third Party Claim and fulfill its indemnification obligations hereunder,
        (C)
        the Third Party Claim involves only money damages and does not seek an
        injunction or other equitable relief, (D) settlement of, or an adverse judgment
        with respect to, the Third Party Claim is not, in the good faith judgment
        of the
        Indemnified Party, likely to establish a precedential custom or practice
        adverse
        to the continuing business interests of the Indemnified Party, and (E) the
        Indemnifying Party conducts the defense of the Third Party Claim actively
        and
        diligently. 

       

      (iii)
        So
        long as the Indemnifying Party is conducting the defense of the Third Party
        Claim in accordance with Section 7.3(ii) above, (A) the Indemnified Party
        may
        retain separate co-counsel at its sole cost and expense and participate in
        the
        defense of the Third Party Claim, (B) the Indemnified Party will not consent
        to
        the entry of any judgment or enter into any settlement with respect to the
        Third
        Party Claim without the prior written consent of the Indemnifying Party (not
        to
        be withheld unreasonably), and (C) the Indemnifying Party will not consent
        to
        the entry of any judgment or enter into any settlement with respect to the
        Third
        Party Claim without the prior written consent of the Indemnified Party (not
        to
        be withheld unreasonably).

       

      (iv)
        In
        the event any of the conditions in Section 7.3(ii) above is or becomes
        unsatisfied, however, (A) the Indemnified Party may defend against, and consent
        to the entry of any judgment or enter into any settlement with respect to,
        the
        Third Party Claim in any manner it reasonably may deem appropriate (and the
        Indemnified Party need not consult with, or obtain any consent from, any
        Indemnifying Party in connection therewith), (B) the Indemnifying Parties
        will
        reimburse the Indemnified Party promptly and periodically for the costs of
        defending against the Third Party Claim (including attorneys' fees and
        expenses), and (C) the Indemnifying Parties will remain responsible for any
        Adverse Consequences the Indemnified Party may suffer resulting from, arising
        out of, relating to, in the nature of, or caused by the Third Party Claim
        to the
        fullest extent provided in this Section 7. 

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

      7.4  Other
        Indemnification Provisions.
        The
        Seller hereby indemnifies the Corporation against any and all claims that may
        be
        filed by a current or former officer, director or employee of the Seller
        by
        reason of the fact that such person was a director, officer, employee, or
        agent
        of the Corporation or was serving the Corporation at the request of the Seller
        or the Corporation as a partner, trustee, director, officer, employee, or
        agent
        of another entity, whether such claim is for accrued salary, compensation,
        indemnification, judgments, damages, penalties, fines, costs, amounts paid
        in
        settlement, losses, expenses, or otherwise and whether such claim is pursuant
        to
        any statute, charter document, bylaw, agreement, or otherwise) with respect
        to
        any action, suit, proceeding, complaint, claim, or demand brought against
        the
        Corporation (whether such action, suit, proceeding, complaint, claim, or
        demand
        is pursuant to an agreement, applicable law, or otherwise).

       

      8.
        Amendment. This
        Agreement may be amended by the Purchaser and the Seller by action taken
        at any
        time. This Agreement may not be amended, except by an instrument in writing
        signed for and on behalf of the Purchaser and the Seller.

      


      9.
        Further Assurances. Each
        party, at any time and from time to time, at another party’s request, shall
        execute, acknowledge, and deliver any and all instruments and take any and
        all
        action that may be necessary or appropriate to carry out, perform, and
        effectuate the intents and purposes of this Agreement.

      


      10.
        Captions and Interpretations.
        Captions
        of the sections and paragraphs of this Agreement are for convenience and
        reference only, and the words specified therein shall in no way be held to
        explain, modify, or aid in the interpretation, construction, or meaning of
        the
        provisions of this Agreement. The language of this Agreement, in all cases,
        shall be construed in accordance of the fair meaning of that language, as
        if
        prepared by both parties and not strictly for or against either party. The
        rule
        of construction which requires a court to resolve any ambiguities against
        the
        drafting party shall not apply to interpreting the provisions of this
        Agreement.

      


      11.
        Governmental Rules and Regulations. The
        transaction contemplated by the provisions of this Agreement is, and shall
        remain, subject to any and all present and future orders, rules, and regulations
        of any duly constituted authority having jurisdiction of that
        transaction.

      


      12.
        Severability.
        In the
        event any part of this Agreement, for any reason, is determined by a court
        of
        competent jurisdiction to be invalid, such determination shall not affect
        the
        validity of any remaining parts of this Agreement, which remaining parts
        shall
        remain in full force and effect as if this Agreement has been executed with
        the
        invalid parts eliminated. It is hereby declared the intention of the parties
        that they would have executed the remaining parts of this Agreement without
        including any such part which, for any reason, may be hereinafter determined
        to
        be invalid.

      


      
        
           

        

        
          18

          
            

          

        

        
           

        

      

      13.
        Execution in Counterparts.
        This
        Agreement may be prepared in multiple copies and forwarded to each of the
        parties for signature. All of the signatures of the parties may be affixed
        to
        one copy or to separate copies of this Agreement, and when all such copies
        are
        received and signed by both parties, those copies shall constitute one agreement
        which is not otherwise separable or divisible. 

      


      [SIGNATURE
        PAGE TO FOLLOW]

       

       

      
 

      
        
           

        

        
          19

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the parties to this Stock Purchase Agreement have executed
        and
        delivered this Stock Purchase Agreement of the date specified in the preamble
        of
        this Agreement.

      
 

      
        
          
            	 	 	 	
                    Fountainhead
                      Capital Management Limited,

                  
	 	 	 	
                    a
                      Jersey, Channel Islands corporation

                  
	 	 	 	 	 
	
                     

                  	 	 	
                    By:

                  	
                      
                      

                  
	John
                    Bracey	 	 	 
	 	 	 	
                    Its:

                  	
                    President

                  
	 	 	 	 	 
	 	 	 	
                    By:

                  	
                      
                      

                  
	 	 	 	 	 
	 	 	 	
                    Its:

                  	
                    Secretary

                  
	 	 	 	 	 
	 	 	 	 	 
	
                    Laurier
                      International Inc.,

                  	 	 	 
	
                    a
                      Delaware corporation

                  	 	 	 
	 	 	 	 	 
	
                    By:

                  	  
	 	 	 
	 	 	 	 	 
	
                    Its:

                  	President	 	
                  	 
	 	 	 	 	 
	
                    By:

                  	
                      
                      

                  	 	
                  	 
	 	 	 	 	 
	
                    Its:

                  	
                    Secretary

                  	 	
                  	 


          

          


          
            
               

            

            
              
              

              
                

              

            

            
               

            

          

        

      

       

      Schedule
        3.2
        -
        None

       

      Schedule
        3.3
        -
        None

       

      Schedule
        3.7
        -
        None

       

      Schedule
        3.8
        -
        None

       

      Schedule
        3.11
        -
        None

       

      Schedule
        3.21
        -
        None

       

      Schedule
        3.23
        -
        None

       

      Schedule
        3.24
        -
        None

       

      Schedule
        3.27
        -
        None

       

      Schedule
        3.28
        -
        None

       

      Schedule
        3.29
        -
        None

       

      Schedule
        3.30
        -
        None

       

      Schedule
        3.31
        -
        None