EXHIBIT
      10.1

    


    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 Katherine 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 two million (2,000,000) shares of common stock issued
      by
      the Corporation (the “Shares”). John Bracey, husband of the Seller, is the owner
      of three million (3,000,000) 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 John Bracey 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 John Bracey 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 AGREEMENT, 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 $70,000.00 (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 2,000,000 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 36.36 % 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.

    


    
      
         

      

      
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    (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.

    


    (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:

    


    
      
         

      

      
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    (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.

    


    (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;

    


    
      
         

      

      
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    (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;

    


    (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.

    


    
      
         

      

      
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    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.

    


    (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);

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    (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

    


    (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.

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    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;

     

    (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.

    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    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.

    


    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.
      As a
      condition precedent to the sale by the Seller of the Shares to the Purchaser,
      the Purchaser shall cause the Corporation to deliver to Stepp Law Group, for
      the
      benefit 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 John Bracey.
      The
      Purchaser’s obligations to purchase the Shares shall be, and hereby is,
      conditioned completely on the sale by John Bracey of those three million
      (3,000,000) shares of common stock issued by the Corporation and held by him
      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).

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    (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. 

     

    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.

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    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.

    


    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:

            	
                
                

            
	
              Katherine
                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