Global Equity International Inc – ‘10-12G’ on 12/1/11 – EX-2

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Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G      Form 10 of Global Equity International, Inc.          62    230K 
 2: EX-2        Plan & Agreement of Reorganization                    27     95K 
 3: EX-3.1      Articles of Incorporation                              2±    12K 
 4: EX-3.2      Bylaws                                                10     42K 
 5: EX-4.1      Speciman Stock Certificate                             2     10K 
 6: EX-4.2      Amended Certificate of Designation                     2±    11K 
 7: EX-10.1     Employment Agreement                                   5     21K 
 8: EX-10.2     Employment Agreement                                   5     21K 
 9: EX-10.3     Employment Agreement                                   5     21K 
10: EX-10.4     Consulting Agreement                                  10     43K 
11: EX-10.5     Consulting Agreement                                  10     42K 
12: EX-10.6     Consulting Agreement                                   9     37K 
13: EX-10.7     Consulting Agreement                                  10     42K 
14: EX-10.8     Consulting Agreement                                  10     42K 
15: EX-14       Code of Ethics                                         7     29K 
16: EX-21       Subsidiaries                                           1      6K 

EX-2   —   Plan & Agreement of Reorganization
Exhibit Table of Contents

EX-2
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                                                                       Exhibit 2

PLAN AND AGREEMENT OF REORGANIZATION

 AMONG

 GLOBAL EQUITY INTERNATIONAL, INC.

 AND

GLOBAL EQUITY PARTNERS PLC

 AND

 CERTAIN STOCKHOLDERS OF

GLOBAL EQUITY PARTNERS PLC

 DATED NOVEMBER 15, 2010

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 TABLE OF CONTENTS

Plan and Agreement of Reorganization.........................................  3

Plan of Reorganization.......................................................  3

   Agreement.................................................................  3

    Section 1 - Transfer of Shares...........................................  3
    Section 2 - Issuance of Exchange Stock to GEP Stockholders...............  4
    Section 3 - Closing......................................................  5
Section 4 - Representations and Warranties by GEP and Certain           
                Stockholders.................................................  6
    Section 5 - Representations and Warranties by GEII....................... 10
    Section 6 - Access and Information....................................... 13
    Section 7 - Covenants of GEP  and Certain Stockholders................... 14
    Section 8 - Covenants of GEP............................................. 15
    Section 9 - Additional Covenants of the Parties.......................... 17
    Section 10 - Non-Survival of Representations, Warranties and Covenants... 17
    Section 11 - Conditions Precedent to Obligations of Parties.............. 18
    Section 12 - Termination, Amendment, Waiver.............................. 19
    Section 13 - Miscellaneous............................................... 22

Exhibit List................................................................. 24

Schedule List................................................................ 24

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PLAN AND AGREEMENT OF REORGANIZATION

     This Plan and Agreement of Reorganization  ("Agreement") is entered into on
this 15 day of November 2010 by and between GLOBAL EQUITY INTERNATIONA,  INC., a
Nevada  corporation  ("GEII"),  and GLOBAL  EQUITY  PARTNERS  PLC, a Republic of
Seychelles  corporation  ("GEP"),  and Peter Smith,  the sole stockholder of GEP
("Stockholder") as of the date this Agreement is executed.                      

PLAN OF REORGANIZATION

     The  transaction  contemplated  by  this  Agreement  is  intended  to  be a
qualified  Type "B"  reorganization  pursuant to Internal  Revenue  Code Section
ss.368, and conforming to Nevada and the Republic of Seychelles provisions. GEII
will acquire up to 100% of GEP's  issued and  outstanding  registered  shares in
exchange for  20,000,000  shares of GEII's  common  stock,  $.001 par value (the
"Exchange  Stock").  Upon the  consummation of the exchange  transaction and the
issuance  and  transfer of the  Exchange  Stock as set forth in Section 2 herein
below, GEP's Stockholder would hold approximately  seventy-two  percent (72%) of
the then outstanding common stock of GEII representing a controlling interest in
GEII.  The  Exchange  Transaction  will  result in GEP  becoming a  wholly-owned
subsidiary of GEII.                                                             

 AGREEMENT

 SECTION 1

TRANSFER OF SHARES

1.1  All Stockholders of GEP (the "Stockholder" or the "GEP  Stockholders"),  as
     of the date of Closing  as such term is  defined  in Section 3 herein  (the
     "Closing"  or the  "Closing  Date"),  shall  transfer,  assign,  convey and
     deliver to GEII on the Closing Date, certificates  representing one hundred
     percent (100%) of the issued and outstanding GEP registered  shares or such
     lesser percentage as shall be acceptable to GEII, but in no event less than
     Seventy-Two  percent  (72%) of the issued and  outstanding  GEP  registered
     shares. The transfer of the GEP Stockholder registered shares shall be made
     free and clear of all liens, mortgages,  pledges,  encumbrances or charges,
     whether  disclosed or  undisclosed,  except as the GEP Stockholder and GEII
shall have otherwise agreed in writing.                               

 SECTION 2

 ISSUANCE OF EXCHANGE STOCK TO GEP STOCKHOLDER

2.1  As consideration for the transfer,  assignment,  conveyance and delivery of
     the GEP Stockholder registered shares hereunder, GEII shall, at the Closing
     issue to the GEP Stockholder,  certificates  representing 20,000,000 shares
     of GEII common  stock.  The parties  intend that the Exchange  Shares being
     issued will be used to acquire all outstanding GEP registered shares on the
     basis of two hundred (200) shares of GEII common stock in exchange for each
one (1) share of GEP registered share.                                

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2.2  The  issuance  of the  Exchange  Stock  shall be made free and clear of all
     liens, mortgages,  pledges,  encumbrances or charges,  whether disclosed or
     undisclosed,  except as the GEP  Stockholder  and GEII shall have otherwise
     agreed  in  writing.  As  provided  herein,  and  immediately  prior to the
     Closing,  GEII  shall  have  issued  and  outstanding:  (i) not  more  than
     8,000,000 shares of common stock; and (ii) shall have no preferred stock or
other securities issued and outstanding.                              

2.3  None of the Exchange  Stock issued to the GEP  Stockholder,  nor any of the
     GEP registered  shares  transferred to GEII hereunder shall, at the time of
     Closing, be registered under federal securities laws but, rather,  shall be
     issued  pursuant to an exemption  therefrom and be  considered  "restricted
     stock" within the meaning of Rule 144 promulgated  under the Securities Act
     of 1933,  as amended  (the  "Act").  All of such shares shall bear a legend
worded substantially as follows:                                      

    "The  shares  represented  by this  certificate  have not been
    registered  under the  Securities  Act of 1933 (the "Act") and
    are  `restricted  securities'  as that term is defined in Rule
    144 under the Act.  The shares  may not be  offered  for sale,
    sold or otherwise  transferred except pursuant to an exemption
    from registration  under the Act, the availability of which is
to be established to the satisfaction of the Company."    

     The respective  transfer agents of GEII and GEP Stockholder  shall annotate
     their  records to reflect  the  restrictions  on  transfer  embodied in the
     legend set forth above.  There shall be no  requirement  that GEII register
     the  Exchange  Stock  under the Act,  nor shall GEP or the  Stockholder  be
required to register any GEP registered shares under the Act.         

 SECTION 3

 CLOSING

3.1  Closing  of  Transaction.  Subject  to the  fulfillment  or  waiver  of the
     conditions precedent set forth in Section 11 hereof, the Closing shall take
     place on the Closing Date at the Law Offices of William B.  Barnett,  21550
     Oxnard Street., Suite 200, Woodland Hills, California 91367, at 10:00 A.M.,
     local time,  or at such other time on the Closing  Date as GEP and GEII may
mutually agree in writing.                                            

3.2  Closing  Date.  The  Closing  Date of the  Exchange  shall take place on or
     before  December 31,  2010,  or such later date upon which GEP and GEII may
     mutually agree in writing,  or as extended  pursuant to subsection  12.1(b)
herein below.                                                         

3.3  Deliveries at Closing.                                                     

(a)  GEP shall deliver or cause to be delivered to GEII at Closing:   

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          (1)  Certificates  representing  all  shares,  or an  amount of shares
               acceptable to GEII, of the GEP Stockholder's registered shares as
               described in Section 1, each endorsed in blank by the  registered
owner;                                            

          (2)  An  agreement  from  the  Stockholder   surrendering  his  shares
               agreeing to a restriction  on the transfer of the Exchange  Stock
as described in Section 2 hereof;                 

          (3)  A copy of a consent of GEP's board of directors  authorizing  GEP
               to take  the  necessary  steps  toward  Closing  the  transaction
             described by this Agreement in the form set forth in Exhibit A;

          (4)  A copy of a Certificate  of Good Standing for GEP issued not more
               than  thirty  (10)  days  prior to  Closing  by the  Republic  of
       Seychelles Registrar of International Business Companies;

          (5)  Articles of  Incorporation  and Bylaws of GEP certified as of the
     Closing Date by the President and Secretary of GEP; and

          (6)  Such other  documents,  instruments or  certificates  as shall be
reasonably requested by GEII or its counsel.      

(b)  GEII shall deliver or cause to be delivered to GEP at Closing:   

          (1)  A copy of a consent of GEII'S board of directors authorizing GEII
               to take  the  necessary  steps  toward  Closing  the  transaction
             described by this Agreement in the form set forth in Exhibit B;

          (2)  A copy of a Certificate of Good Standing for GEII issued not more
               than ten (10) days prior to Closing by the  Secretary of State of
Nevada;                                           

          (3)  Stock  certificate(s)  or a computer listing from GEII's transfer
               agent  representing the Exchange Stock to be newly issued by GEII
               under this Agreement,  which certificates shall be in the name of
      the GEP Stockholder, in the amount of 20,000,000 shares;

          (4)  Articles of Incorporation  and Bylaws of GEII certified as of the
  Closing Date by the President and Secretary of GEII;

          (5)  Such other  documents,  instruments or  certificates  as shall be
reasonably   requested  by  GEP  or  its  counsel.

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3.4  Filings; Cooperation.                                                      

     (a)  Prior to the Closing, the parties shall proceed with due diligence and
          in good faith to make such filings and take such other  actions as may
          be necessary to satisfy the conditions  precedent set forth in Section
11 below.                                                   

     (b)  On and after the Closing Date, GEII, GEP and the Stockholder shall, on
          request and without further consideration,  cooperate with one another
          by  furnishing  or using their best efforts to cause others to furnish
          any additional  information  and/or  executing and delivering or using
          their  best  efforts  to cause  others  to  execute  and  deliver  any
          additional documents and/or instruments, and doing or using their best
          efforts to cause  others to do any and all such other things as may be
          reasonably  required by the parties or their  counsel to consummate or
        otherwise implement the transactions contemplated by this Agreement.

 SECTION 4

 REPRESENTATIONS AND WARRANTIES BY

GEP AND CERTAIN STOCKHOLDERS

4.1  Subject to the schedule of  exceptions,  attached  hereto and  incorporated
     herein by this  reference,  (which  schedules shall be acceptable to GEII),
     GEP and those  Stockholders  listed on Exhibit "A" represent and warrant to
GEII as follows:                                                      

     (a)  Organization   and  Good   Standing  of  GEP.   The   Certificate   of
          Incorporation  of GEP and  all  Amendments  thereto  as  presently  in
          effect,  and the  Memorandum  of  Association  of GEP as  presently in
          effect,  both  of  which  shall  be  certified  by the  President  and
          Secretary  of GEP,  have been  delivered  to GEII and are complete and
          correct  and  since  the  date of such  delivery,  there  has  been no
amendment, modification or other change thereto.            

     (b)  Capitalization. GEP's authorized capital consists of 100,000 shares of
          registered  shares,  par  value  $1.00  per  share,  of which  100,000
          registered  shares  are issued and  outstanding  prior to the  Closing
          Date,  (defined  as  "GEP  Shares"),  and  held of  record  by one (1)
          stockholder,  who is currently a resident of the United  Kingdom.  All
          such  outstanding  registered  shares  are  validly  issued,  paid and
          non-assessable.  There are no other outstanding  securities  including
          options and warrants  outstanding.  All securities issued by GEP as of
          the date of this  Agreement  have been issued in  compliance  with all
          applicable  laws of the Republic of Seychelles and the United Kingdom.
          Except as set forth in Schedule 4.1(b),  no other equity securities or
  debt obligations of GEP are authorized, issued or outstanding.

     (c)  Subsidiaries.  Except as set  forth in  Schedule  4.1 (c),  GEP has no
          subsidiaries or other  investments,  directly or indirectly,  or other
          financial interest in any other corporation or business  organization,
joint venture or partnership of any kind.                   

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     (d)  Financial  Statements.  GEP will deliver to GEII, prior to Closing,  a
          copy of GEP's  unaudited,  financial  statements  for the  year  ended
          December 31, 2009 and and financial statements for the nine (9) months
          ended September 30, 2010, if required, which will be true and complete
          and will have been  prepared in  conformity  with  generally  accepted
          accounting  principles.  Other than  changes in the usual and ordinary
          conduct of the business since September 30, 2010,  there have not been
          and, at the Closing Date, there will be no material adverse changes in
such financial statements.                                  

     (e)  Absence of Undisclosed  Liabilities.  GEP has no liabilities which are
          not  adequately  reflected  or reserved  against in the GEP  Financial
          Statements or otherwise  reflected in this Agreement and GEP shall not
          have as of the Closing Date, any liabilities (secured or unsecured and
          whether accrued,  absolute,  direct, indirect or otherwise) which were
          incurred after September 30, 2010, and would be individually or in the
          aggregate,   material  to  the  results  of  operations  or  financial
condition of GEP as of the Closing Date.                    

     (f)  Litigation.  Except as  disclosed  in  Schedule  4.1(f),  there are no
          outstanding orders, judgments,  injunctions,  awards or decrees of any
          court, governmental or regulatory body or arbitration tribunal against
          GEP or its properties.  Except as disclosed in Schedule 4.1(f),  there
          are no actions,  suits or proceedings pending, or, to the knowledge of
          GEP, threatened against or affecting GEP or its affiliated  companies,
          any of its officers or directors  relating to their positions as such,
          or any of its  properties,  at law or in  equity,  or before or by any
          federal,   state,   municipal   or  other   governmental   department,
          commission,  board,  bureau,  agency or  instrumentality,  domestic or
          foreign, in connection with the business, operations or affairs of GEP
          or its affiliated  company which might result in any material  adverse
          change in the operations or financial condition of GEP, or which might
          prevent or  materially  impede the  consummation  of the  transactions
under this Agreement.                                       

     (g)  Compliance with Laws. To the best of its knowledge, the operations and
          affairs of GEP do not violate any law,  ordinance,  rule or regulation
          currently in effect, or any order,  writ,  injunction or decree of any
          court  or   governmental   agency,   the   violation  of  which  would
          substantially and adversely affect the business,  financial conditions
or operations of GEP.                                       

     (h)  Absence of Certain Changes. Except as set forth in Schedule 4.1(h), or
     otherwise disclosed in writing to GEII, since September 30, 2010,

(i)  GEP has not entered into any material transactions;    

          (ii) There  has  been no  change  in  financial  or  other  condition,
               business,  property,  prospects,  assets or liabilities of GEP as
               shown on the GEP  Financial  Statement,  other than  changes that
               both  individually and in the aggregate do not have a consequence

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               that is materially adverse to such condition, business, property,
prospects, assets or liabilities;                 

          (iii)There has been no  damage  to,  destruction  of or loss of any of
               the  properties  or  assets of GEP  (whether  or not  covered  by
               insurance)  materially  and adversely  affecting the financial or
               other  condition,   business,  property,   prospects,  assets  or
liabilities of GEP;                               

          (iv) GEP  has  not  declared,   or  paid  any  dividend  or  made  any
               distribution  on  its  capital  stock,  redeemed,   purchased  or
               otherwise acquired any of its capital stock,  granted any options
               to  purchase  shares of its  stock,  or issued  any shares of its
capital stock;                                    

          (v)  There has been no material change,  except in the ordinary course
               of  business,  in  the  contingent  obligations  of GEP by way of
      guaranty, endorsement, indemnity, warranty or otherwise;

          (vi) There have been no loans made by GEP to its  employees,  officers
or directors;                                     

          (viii) There has been no extraordinary increase in the compensation of
any of GEP's employees;                           

          (ix) There has been no agreement or commitment by GEP to do or perform
   any of the acts described in this Section 4.1(h); and

          (x)  There  has been no other  event or  condition  of any  character,
               which might reasonably be expected either to result in a material
               and adverse  change in the condition  (financial  or  otherwise),
               business, property, prospects, assets or liabilities of GEP or to
               impair  materially the ability of GEP to conduct the business now
being conducted.                                  

     (i)  Employees.  There are,  except as  disclosed  in Schedule  4.1(i),  no
          collective bargaining,  bonus, profit sharing,  compensation, or other
          plans,   agreements  or  arrangements  between  GEP  and  any  of  its
          directors,   officers  or  employees  and  there  is  no   employment,
          consulting,  severance or indemnification arrangements,  agreements or
          understandings  between GEP on the one hand, and any current or former
directors, officers or employees of GEP on the other hand.  

     (j)  Assets.  All of the assets  reflected on the September  30, 2010,  GEP
          Financial Statements or acquired and held as of the Closing Date, will
          be owned by GEP on the Closing  Date.  Except as set forth in Schedule
          4.1(j),  GEP owns outright and has good and marketable title, or holds
          valid and  enforceable  leases,  to all of such assets.  None of GEP's
          equipment used by GEP in connection with its business has any material
          defects and all of them are in all material respects in good operating

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          condition and repair,  and are adequate for the uses to which they are
          being  put;  none of  GEP's  equipment  is in need of  maintenance  or
          repairs,  except for ordinary,  routine  maintenance  and repair.  GEP
          represents that,  except to the extent disclosed in Schedule 4.1(j) to
          this  Agreement  or  reserved  against  on  its  balance  sheet  as of
          September  30, 2010,  it is not aware of any  accounts  and  contracts
    receivable existing that in its judgment would be uncollectible.

     (k)  Tax  Matters.  All  federal,  foreign,  state and  local tax  returns,
          reports  and  information  statements  required to be filed by or with
          respect  to the  activities  of GEP  have  been  timely  filed.  Since
          September 30, 2010, GEP has not incurred any liability with respect to
          any federal,  foreign, state or local taxes except in the ordinary and
          regular  course of business.  Such  returns,  reports and  information
          statements  are true and correct in all material  respects  insofar as
          they relate to the  activities of GEP. On the date of this  Agreement,
          GEP is not  delinquent  in the payment of any such tax or  assessment,
          and no  deficiencies  for any amount of such tax have been proposed or
assessed.                                                   

     (l)  Operating  Authorities.  To the  best  knowledge  of GEP,  GEP has all
          material   operating   authorities,   governmental   certificates  and
          licenses,  permits,  authorizations and approvals ("Permits") required
          to conduct its business as presently  conducted.  Such Permits are set
          forth on Schedule 4.1(l).  Since GEP's  inception,  there has not been
          any notice or adverse development regarding such Permits; such Permits
          are in full force and effect; no material  violations are or have been
          recorded in respect of any  permit;  and no  proceeding  is pending or
threatened to revoke or limit any Permit.                   

     (m)  Continuation of Key Management.  To the best knowledge of GEP, all key
          management  personnel of GEP intend to continue their  employment with
          GEP after the Closing.  For purposes of this subsection  4.1(m),  "key
management personnel" shall include Mr. Peter Smith.        

     (n)  Books and  Records.  The books and  records  of GEP are  complete  and
          correct,  are maintained in accordance with good business practice and
          accurately present and reflect,  in all material respects,  all of the
          transactions  therein  described,  and there have been no transactions
          involving  GEP which  properly  should have been set forth therein and
which have not been accurately so set forth.                

     (o)  Authority  to  Execute  Agreement.  The  Board  of  Directors  of GEP,
          pursuant  to the power and  authority  legally  vested in it, has duly
          authorized  the execution and delivery by GEP of this  Agreement,  and
          has duly authorized each of the transactions hereby contemplated.  GEP
          has the power and authority to execute and deliver this Agreement,  to
          consummate the transactions  hereby contemplated and to take all other
          actions required to be taken by it pursuant to the provisions  hereof.
          GEP has  taken  all  actions  required  by  law,  its  Certificate  of
          Incorporation, as amended, or otherwise to authorize the execution and
          delivery of this  Agreement.  This Agreement is valid and binding upon
          GEP and the  stockholder  in  accordance  with its terms.  Neither the

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          execution nor delivery of this Agreement nor the  consummation  of the
          transactions contemplated hereby will constitute a violation or breach
          of the  Articles  of  Incorporation,  as amended,  or the  Bylaws,  as
          amended,  of  GEP,  or  any  agreement,   stipulation,   order,  writ,
  injunction, decree, law, rule or regulation applicable to GEP.

     (p)  Finder's  Fees. GEP is not, and on the Closing Date will not be liable
          or obligated to pay any finder's,  agent's or broker's fee arising out
          of  or  in  connection   with  this  Agreement  or  the   transactions
contemplated by this Agreement.                             

4.2  Disclosure.  At the date of this Agreement,  GEP and the Stockholder  have,
     and at the Closing Date they will have,  disclosed  all events,  conditions
     and facts  materially  affecting the business and prospects of GEP. GEP and
     the  Stockholder  have  not now and  will  not  have at the  Closing  Date,
     withheld knowledge of any such events, conditions or facts which they know,
     or have  reasonable  grounds to know, may materially  affect GEP's business
     and  prospects.  Neither  this  Agreement  nor  any  certificate,  exhibit,
     schedule or other written  document or statement,  furnished to GEII by GEP
     and/or by the Stockholder in connection with the transactions  contemplated
     by this  Agreement  contains  or will  contain  any untrue  statement  of a
     material fact or omits or will omit to state a material  fact  necessary to
     be stated in order to make the statements  contained  herein or therein not
misleading.                                                           

 SECTION 5

REPRESENTATIONS AND WARRANTIES BY GEII

5.1  Subject to the schedule of  exceptions,  attached  hereto and  incorporated
     herein by this  reference,  (which  schedules  shall be acceptable to GEP),
GEII represents and warrants to GEP and the Stockholder as follows:   

     (a)  Organization  and Good Standing.  GEII is currently a corporation duly
          organized, validly existing and in good standing under the laws of the
          State of Nevada and has full  corporate  power and authority to own or
          lease  its  properties  and to  carry  on its  business  as now  being
          conducted  and as  proposed  to be  conducted.  GEII is  qualified  to
          conduct  business as a foreign  corporation in no other  jurisdiction,
          and the  failure  to so  qualify  in any other  jurisdiction  does not
          materially,  adversely  affect  the  ability  of GEII to  carry on its
          business as most recently conducted.  The Articles of Incorporation of
          GEII and all amendments thereto as presently in effect, and the Bylaws
          of GEII as  presently  in effect,  both of which shall be certified by
          the President and  Secretary of GEII,  have been  delivered to GEP and
          are  complete and correct and since the date of such  delivery,  there
has been no amendment, modification or other change thereto.

     (b)  Capitalization.  GEII's authorized  capital stock is 75,000,000 shares
          consisting of (i)  70,000,000  shares of $.001 par value common stock,
          defined  above  as  "GEII  Common  Stock",  of  which  not  more  than

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          2,000,000,  will be issued and outstanding,  prior to Closing Date and
          held of record by  approximately  4  shareholders  and (ii)  5,000,000
          shares of $.001 par value Preferred stock, of which no such shares are
          outstanding.  Except as set forth in Schedule 5.1(b),  no other equity
          securities  or debt  obligations  of GEII are  authorized,  issued  or
          outstanding and as of the Closing,  there will be no other outstanding
          options,  warrants,  agreements,   contracts,  calls,  commitments  or
          demands of any  character,  preemptive or  otherwise,  other than this
          Agreement, relating to any of the GEII Common Stock, and there will be
          no  outstanding  security  of any kind  convertible  into GEII  Common
          Stock.  The  shares  of GEII  Common  Stock  are free and clear of all
          liens,  charges,   claims,  pledges,   restrictions  and  encumbrances
          whatsoever  of any kind or  nature  that  would  inhibit,  prevent  or
          otherwise interfere with the transactions  contemplated hereby. All of
          the outstanding  GEII Common Stock is validly  issued,  fully paid and
          non-assessable  and  there  are no voting  trust  agreements  or other
          contracts,  agreements or arrangements restricting or affecting voting
          or dividend rights or transferability  with respect to the outstanding
shares of GEII Common Stock.                                

     (c)  Issuance of Exchange Stock.  All of the GEII Common Stock to be issued
          to or transferred to GEP Stockholder pursuant to this Agreement,  when
          issued,  transferred  and delivered as provided  herein,  will be duly
          authorized, validly issued, fully paid and non-assessable, and will be
          free and clear of all liens, charges,  claims,  pledges,  restrictions
          and  encumbrances  whatsoever  of any  kind or  nature,  except  those
          restrictions  imposed by State or  Federal  corporate  and  securities
regulations.                                                

     (d)  No Violation. Neither the execution and delivery of this Agreement nor
          the   consummation  of  the  transactions   contemplated   hereby  nor
compliance by GEII with any of the provisions hereof will:  

          (1)  Violate or conflict with, or result in a breach of any provisions
               of, or  constitute a default ( or an event which,  with notice or
               lapse of time or both,  would constitute a default) under, any of
               the  terms,   conditions   or   provisions  of  the  Articles  of
               Incorporation  or  Bylaws of GEII or any  note,  bond,  mortgage,
               indenture, deed of trust, license,  agreement or other instrument
               to which  GEII is a party,  or by which it or its  properties  or
assets may be bound or affected; or               

          (2)  Violate any order,  writ,  injunction or decree,  or any statute,
               rule,  permit,  or  regulation  applicable  to GEII or any of its
properties or assets.                             

     (e)  Subsidiaries. GEII has no subsidiaries and no investments, directly or
          indirectly,  or other financial  interest in any other  corporation or
          business  organization,  joint  venture  or  partnership  of any  kind
whatsoever.                                                 

     (f)  Absence of  Undisclosed  Liabilities.  Except as  disclosed  in GEII's
          Financial  Statements,  GEII did not have, as of the Closing Date, any

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          liabilities  (secured  or  unsecured  and whether  accrued,  absolute,
          direct,  indirect or otherwise)  which were incurred since  inception,
          October  1,  2010  and  would  be  individually  or in the  aggregate,
        material to the results of operation or financial condition of GEII.

     (g)  Litigation.  There are no outstanding orders, judgments,  injunctions,
          awards or decrees of any court,  governmental  or  regulatory  body or
          arbitration  tribunal  against  GEII or its  properties.  There are no
          actions,  suits or proceedings  pending, or, to the knowledge of GEII,
          threatened  against  or  relating  to  GEII.  GEII is not,  and on the
          Closing  Date will not be, in  default  under or with  respect  to any
          judgment,  order,  writ,  injunction  or decree of any court or of any
          federal, state, municipal or other governmental authority, department,
          commission, board, agency or other instrumentality;  and GEII has, and
          on the Closing Date will have,  complied in all material respects with
     all laws, rules, regulations and orders applicable to it, if any.

     (h)  Contracts.  GEII is not a party to any written or oral  commitment for
          capital expenditures except as contemplated by this Agreement. GEII is
          not a party to,  nor is its  property  bound by any  written  or oral,
          express  or  implied,   agreement,   contract  or  other   contractual
          obligation  including,   without  limitation,  any  real  or  personal
          property leases, any employment agreements,  any consulting agreements
          any personal services  agreements or any other agreements that require
          GEII to pay any money or deliver any assets or  services.  GEII has in
          all  material  respects  performed  all  obligations  required  to  be
          performed by it to date and is not in default in any material  respect
    under any agreements or other documents to which it was a party.

     (i)  Authority  to  Execute  Agreement.  The  Board of  Directors  of GEII,
          pursuant  to the power and  authority  legally  vested in it, has duly
          authorized  the execution  and delivery by GEII of this  Agreement and
          the Exchange Stock,  and has duly authorized each of the  transactions
          hereby  contemplated.  GEII has the power and authority to execute and
          deliver  this  Agreement,   to  consummate  the  transactions   hereby
          contemplated  and to take all other actions required to be taken by it
          pursuant  to the  provisions  hereof.  GEII has taken all the  actions
          required by law,  its  Articles  of  Incorporation,  as  amended,  its
          Bylaws, as amended, applicable state law or otherwise to authorize the
          execution  and  delivery  of  the  Exchange   Stock  pursuant  to  the
          provisions  hereof.  This  Agreement is valid and binding upon GEII in
accordance with its terms.                                  

     (j)  Finder's  Fees.  GEII is not,  and on the  Closing  Date,  will not be
          liable or  obligated  to pay any  finder's,  agent's or  broker's  fee
          arising  out  of  or  in  connection   with  this   Agreement  or  the
transactions contemplated by this Agreement.                

     (k)  Books and  Records.  The books and  records of GEII are  complete  and
          correct,  are maintained in accordance with good business practice and
          accurately  present and reflect in all material  respects,  all of the
          transactions  therein  described  and there have been no  transactions

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          involving GEII which  properly  should have been set forth therein and
which have not been accurately so set forth.                

5.2  Disclosure.  GEII has and at the Closing Date it will have,  disclosed  all
     events,   conditions  and  facts  materially  affecting  the  business  and
     prospects of GEII.  GEII has not now and will not have at the Closing Date,
     withheld knowledge of any such events, conditions and facts which it knows,
     or has reasonable  grounds to know, may materially  affect GEII's  business
     and  prospects.  Neither  this  Agreement,  nor any  certificate,  exhibit,
     schedule or other written  document or  statement,  furnished to GEP or the
     GEP Stockholder by GEII in connection with the transactions contemplated by
     this Agreement  contains or will contain any untrue statement of a material
     fact or omits or will omit to state a material fact  necessary to be stated
     in order to make the statements contained herein or therein not misleading.

 SECTION 6

ACCESS AND INFORMATION

6.1  As to GEP.  Subject to the  protections  provided by subsection 9.4 herein,
     GEP  shall  give to GEII  and to  GEII's  counsel,  accountants  and  other
     representatives  full access during normal  business  hours  throughout the
     period prior to the Closing, to all of GEP's properties,  books, contracts,
     commitments,  and records,  including  information  concerning products and
     customer  base,  and patents held by, or assigned to, GEP, and furnish GEII
     during such period with all such  information  concerning  GEP's affairs as
GEII reasonably may request.                                          

6.2  As to GEII.  Subject to the protections  provided by subsection 9.4 herein,
     GEII shall give to GEP, the GEP Stockholder and their counsel,  accountants
     and other  representatives,  full  access,  during  normal  business  hours
     throughout  the period prior to the Closing,  to all of GEII's  properties,
     books, contracts,  commitments,  and records, if any, and shall furnish GEP
     and the GEP  Stockholder  during  such  period  with all  such  information
     concerning  GEII's  affairs as GEP and the GEP  Stockholder  reasonably may
request.                                                              

 SECTION 7

COVENANTS OF GEP AND STOCKHOLDER

7.1  No Solicitation. For a period of forty-five (45) days from the date of this
     Agreement, GEP and the Stockholder,  to the extent within the Stockholder's
     control,  will use their  best  efforts to cause its  officers,  employees,
     agents  and  representatives  not,  directly  or  indirectly,  to  solicit,
     encourage,  or initiate any  discussions  with,  or  indirectly to solicit,
     encourage, or initiate any discussions with, to, any person or entity other
     than GEII and its officers,  employees, and agents,  concerning any merger,
     sale of substantial  assets, or similar  transaction  involving GEP, or any
     sale  of  any of its  common  stock  or of the  common  stock  held  by the
     Stockholder in excess of fifty percent (50%) of such Stockholder's  current

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     stock holdings except as otherwise  disclosed in this  Agreement.  GEP will
     notify GEII  immediately  upon  receipt of an inquiry,  offer,  or proposal
     relating to any of the  foregoing.  None of the  foregoing  shall  prohibit
     providing  information  to others in a manner in keeping  with the ordinary
     conduct  of  GEP   business,   or  providing   information   to  government
authorities.                                                          

7.2  Conduct of  Business  Pending  the  Transaction.  GEP and the  Stockholder,
     covenant  and  agree  with  GEII  that,  prior to the  consummation  of the
     transaction called for by this Agreement,  and Closing,  or the termination
     of this  Agreement  pursuant  to its terms,  unless  GEII  shall  otherwise
     consent in writing, and except as otherwise contemplated by this Agreement,
GEP and the Stockholder, will comply with each of the following:      

     (a)  Its business shall be conducted only in the ordinary and usual course.
          GEP  shall  use  reasonable   efforts  to  keep  intact  its  business
          organization  and  good  will,  keep  available  the  services  of its
          respective  officers and  employees,  and maintain good relations with
          suppliers, creditors, employees, customers, and others having business
          or financial  relationships  with it, and it shall immediately  notify
          GEII of any event or  occurrence  which is material to, and not in the
ordinary and usual course of business of GEP.               

     (b)  It shall not (i) amend its Certificate of  Incorporation or Memorandum
          of  Association  or (ii)  split,  combine,  or  reclassify  any of its
          outstanding securities,  or declare, set aside, or pay any dividend or
          other distribution on, or make or agree or commit to make any exchange
          for or redemption  of any such  securities  payable in cash,  stock or
property.                                                   

     (c)  It shall not (i) issue or agree to issue any additional  securities or
          rights of any kind to acquire any  securities,  or (ii) enter into any
          contract, agreement, commitment, or arrangement with respect to any of
the foregoing, except as set forth in this Agreement.       

     (d)  It shall not create,  incur,  or assume any  long-term  or  short-term
          indebtedness  for money borrowed or make any capital  expenditures  or
          commitment for capital expenditures,  except in the ordinary course of
business and consistent with past practice.                 

     (e)  It shall not enter into any agreement,  commitment,  or understanding,
          whether in writing or  otherwise,  with  respect to any of the matters
referred to in subparagraphs (a) through (d) above.         

     (f)  It will  continue  properly and promptly to file when due all federal,
          state,  local,   foreign,   and  other  tax  returns,   reports,   and
          declarations  required  to be filed by it, and will pay,  or make full
          and adequate  provision for the payment of, all taxes and governmental
charges due from or payable by it.                          

     (g)  It will comply with all laws and regulations  applicable to it and its
operations.                                                 

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 SECTION 8
COVENANTS OF GEII 

8.1  No Solicitation. For a period of forty-five (45) days from the date of this
     Agreement,  GEII will not discuss or negotiate with any other  corporation,
     firm or other person or  entertain  or consider any  inquiries or proposals
     relating to the possible disposition of its shares of capital stock, or its
     assets,   and  will  conduct   business   only  in  the  ordinary   course.
     Notwithstanding  the foregoing,  GEII shall be free to engage in activities
     mentioned  in the  preceding  sentence,  which are  designed to further the
mutual interests of the parties to this Agreement.                    

8.2  Conduct of GEII Pending  Closing.  GEII covenants and agrees with GEP that,
     prior to the consummation of the transactions called for by this Agreement,
     and Closing,  or the  termination of this Agreement  pursuant to its terms,
     unless GEP shall  otherwise  consent in  writing,  and except as  otherwise
     contemplated  by  this  Agreement,  GEII  will  comply  with  each  of  the
following.                                                            

     (a)  No change will be made in GEII's Articles of  Incorporation or Bylaws,
          except for a name change,  or in GEII's authorized or issued shares of
          stock,  except as  contemplated  in this  Agreement or as may be first
approved in writing by GEP.                                 

     (b)  No  dividends  shall be  declared,  no stock  options  granted  and no
          employment agreements shall be entered into with officers or directors
in GEII, except as may be first approved in writing by GEP. 

     (c)  It shall not (i) issue or agree to issue any additional  shares of, or
          rights of any kind to acquire any shares of its  capital  stock of any
          class,  or (ii) enter into any  contract,  agreement,  commitment,  or
          arrangement with respect to any of the foregoing,  except as set forth
in this Agreement.                                          

     (d)  It shall not create,  incur,  or assume any  long-term  or  short-term
          indebtedness  for money borrowed or make any capital  expenditures  or
          commitment for capital expenditures,  except in the ordinary course of
business and consistent with past practice.                 

     (e)  It shall  not (i)  adopt,  enter  into,  or amend  any  bonus,  profit
          sharing,  compensation,  stock option, warrant,  pension,  retirement,
          deferred  compensation,  employment,  severance,  termination or other
          employee benefit plan,  agreement,  trust fund, or arrangement for the
          benefit or welfare of any  officer,  director,  or  employee,  or (ii)
          agree  to  any  material  (in  relation  to  historical  compensation)
          increase in the  compensation  payable or to become payable to, or any
          increase  in the  contractual  term of  employment  of,  any  officer,
          director or employee  except,  with respect to  employees  who are not
          officers  or  directors,   in  the  ordinary  course  of  business  in
        accordance with past practice, or with the written approval of GEII.

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     (f)  It shall not sell lease,  mortgage,  encumber, or otherwise dispose of
          or grant any interest in any of its assets or  properties  except for:
          (i)  sales,  encumbrances,  and  other  dispositions  or grants in the
          ordinary  course of business and consistent  with past practice;  (ii)
          liens for taxes not yet due; (iii) liens or encumbrances  that are not
          material  in  amount  or  effect  and do  not  impair  the  use of the
          property,  or (iv) as  specifically  provided for or permitted in this
Agreement.                                                  

     (g)  It shall not enter into any agreement,  commitment,  or understanding,
          whether in writing or  otherwise,  with  respect to any of the matters
referred to in subparagraphs (a) through (f) above.         

     (h)  It will  continue  properly and promptly to file when due all federal,
          state,  local,   foreign,   and  other  tax  returns,   reports,   and
          declarations  required  to be filed by it, and will pay,  or make full
          and adequate  provision for the payment of, all taxes and governmental
charges due from or payable by it.                          

     (i)  It will comply with all laws and regulations  applicable to it and its
operations.                                                 

 SECTION 9

 ADDITIONAL COVENANTS OF THE PARTIES

9.1  Cooperation.  Both GEP and GEII will  cooperate  with each  other and their
     respective counsel,  accountants and agents in carrying out the transaction
     contemplated  by  this  Agreement,  and in  delivering  all  documents  and
     instruments  deemed  reasonably  necessary  or useful  by the other  party.
     Furthermore,  both GEP and GEII shall  collaborate on the  preparation  and
     dissemination  of an  offer,  which  the  Board of  Directors  of GEP shall
     approve and recommend, to the GEP Stockholder,  to exchange his outstanding
common stock of GEP for shares of GEII Common Stock.                  

9.2  Expenses.  Each of the parties hereto shall pay all of its respective costs
     and  expenses  (including  attorneys'  and  accountants'  fees,  costs  and
     expenses)  incurred in connection with this Agreement and the  consummation
of the transactions contemplated herein.                              

9.3  Publicity.  Prior to the  Closing,  any  written  news  releases  or public
     disclosure by either party  pertaining to this Agreement shall be submitted
     to the other  party for its review and  approval  prior to such  release or
     disclosure,  provided,  however,  that  (a)  such  approval  shall  not  be
     unreasonably  withheld,  and (b) such  review  and  approval  shall  not be
     required of  disclosures  required to comply,  in the  judgment of counsel,
with federal or state securities or corporate laws or policies.       

9.4  Confidentiality.  While each party is  obligated  to provide  access to and
     furnish  information in accordance with Section 6 herein,  it is understood
     and agreed that such disclosure and information  subsequently obtained as a
     result of such disclosures are proprietary and confidential in nature. Each
     party agrees to hold such  information  in confidence and not to reveal any
     such information to any person who is not a party to this Agreement,  or an

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     officer,  director or key employee thereof,  and not to use the information
     obtained for any purpose other than assisting in its due diligence  inquiry
     in conjunction  with the transaction  contemplated by this Agreement.  Upon
     request  of any  party,  a  confidentiality  agreement,  acceptable  to the
     disclosing  party,  will be executed by any person selected to receive such
proprietary information, prior to receipt of such information.        

SECTION 10
NON-SURVIVAL OF REPRESENTATIONS,
WARRANTIES AND COVENANTS

10.1 None of the representations,  warranties, covenants and other agreements in
     this Agreement or in any instrument  delivered  pursuant to this Agreement,
     including  any rights  arising  out of any breach of such  representations,
     warranties, covenants, agreements and other provisions, shall survive after
     six (6)  months  from the  Effective  Time,  except  for  those  covenants,
     agreements and other provisions  contained herein that by their terms apply
     or are to be  performed  in whole or in part after the  Effective  Time and
this Section 10.                                                      

SECTION 11

CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES

11.1 Conditions to Obligations of the Parties.  The obligations of GEII, GEP and
     the  Stockholder  shall be subject to the  fulfillment,  on or prior to the
     Closing, of all conditions elsewhere herein set forth,  including,  but not
     limited to, receipt by the appropriate party of all deliveries  required by
     Sections 4 and 5 herein, and fulfillment,  prior to Closing, of each of the
following conditions:                                                 

     (a)  All  representations  and warranties  made by the GEP  Stockholder and
          GEII in this  Agreement  shall be true  and  correct  in all  material
          respects on and as of the Closing Date with the same effect as if such
          representations  and warranties had been made on and as of the Closing
Date.                                                       

     (b)  GEP  Stockholder  and GEII shall have  performed or complied  with all
          covenants,  agreements and  conditions  contained in this Agreement on
          their part  required to be performed  or complied  with at or prior to
the Closing.                                                

     (c)  All  material  authorizations,  consents or  approvals  of any and all
          governmental  regulatory  authorities necessary in connection with the
          consummation of the transactions  contemplated by this Agreement shall
have been obtained and be in full force and effect.         

     (d)  The Closing shall not violate any permit or order,  decree or judgment
          of any court or governmental  body having  competent  jurisdiction and
          there  shall not have  been  instituted  any  legal or  administrative

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          action or proceeding to enjoin the transaction  contemplated hereby or
seeking damages from any party with respect thereto.        

11.2 Conditions to Obligations  of GEII.  The  obligations of GEII to consummate
     the transactions contemplated herein are subject to satisfaction (or waiver
by it) of the following conditions:                                   

     (a)  The GEP  Stockholder  acquiring  Exchange  Stock will be required,  at
          Closing, to submit an agreement confirming that all the Exchange Stock
          received  will be acquired for  investment  and not with a view to, or
          for sale in connection  with, any distribution  thereof,  and agreeing
          not to  transfer  any of the  Exchange  Stock for a period of one year
          from the date of the  Closing,  except  for  those  transfers  falling
          within the exemption  from  registration  under the  Securities Act of
          1933 and any applicable  state securities laws, which transfers do not
          constitute  a public  distribution  of  securities,  and in which  the
          transferees  execute  an  investment  letter  in  form  and  substance
          satisfactory  to counsel for GEII. The foregoing  provision  shall not
          prohibit the  registration  of those shares at any time  following the
          Closing. The GEP Stockholder acquiring Exchange Stock will be required
          to transfer to GEII at the Closing his GEP Stock Certificate(s),  free
          and clear of all liens, mortgages,  pledges,  encumbrances or changes,
whether disclosed or undisclosed.                           

     (b)  All  schedules,  prepared  by GEP  shall  be  current  or  updated  as
necessary as of the Closing Date.                           

     (c)  Each party  shall have  satisfied  itself  that since the date of this
          Agreement  the  business of the other party has been  conducted in the
          ordinary course.  In addition,  each party shall have satisfied itself
          that no  withdrawals  of cash or other  assets  have  been made and no
          indebtedness  has been  incurred  since  the  date of this  Agreement,
          except in the ordinary  course of business or with respect to services
          rendered or expenses  incurred in connection  with the Closing of this
          Agreement,   unless  said  withdrawals  or  indebtedness  were  either
          authorized by the terms of this Agreement or subsequently consented to
in writing by the parties.                                  

     (d)  Each  party  covenants  that,  to the  best of its  knowledge,  it has
          complied or will comply in all material  respects with all  applicable
          laws, orders and regulations of federal, state, municipal and/or other
          governments and/or any instrumentality  thereof,  domestic or foreign,
          applicable to their assets,  to the business  conducted by them and to
the transactions contemplated by this Agreement.            

11.3 Conditions to Obligation of GEP and the GEP Stockholder. The obligations of
     GEP and the GEP  Stockholder  to consummate the  transactions  contemplated
     herein are  subject to  satisfaction  (or waiver by them) of the  following
conditions:                                                           

     (a)  Each party shall have granted to the other party  (acting  through its
          management  personnel,  counsel,  accountants or other representatives
          designated by it) full  opportunity  to examine its books and records,

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          properties,  plants  and  equipment,   proprietary  rights  and  other
          instruments,  rights  and  papers  of all  kinds  in  accordance  with
          Sections 4 and 5 hereof,  and each party shall be satisfied to proceed
          with the  transactions  contemplated by this Agreement upon completion
of such examination and investigation.                      

     (b)  GEII and GEP shall agree to  indemnify  each other  party  against any
          liability  to any  broker  or finder to which  that  party may  become
obligated.                                                  

     (c)  The  Exchange  shall be approved by the Board of Directors of both GEP
          and  GEII.  Furthermore,   the  Exchange  shall  be  approved  by  the
          stockholders of GEP and  shareholders of GEII, if deemed  necessary or
          appropriate by counsel for the same, within thirty (30) days following
          execution of this  Agreement.  If such a meeting is deemed  necessary,
          the  management  of GEP and GEII agree to  recommend  approval  to the
Shareholder and to solicit proxies in support of the same.  

     (d)  GEII and GEP and their  respective  legal  counsel shall have received
          copies of all such  certificates,  opinions  and other  documents  and
          instruments as each party or its legal counsel may reasonably  request
          pursuant  to this  Agreement  or  otherwise  in  connection  with  the
          consummation of the  transactions  contemplated  hereby,  and all such
          certificates, opinions and other documents and instruments received by
          each party shall be reasonably satisfactory, in form and substance, to
each party and its legal counsel.                           

     (e)  Both GEP and GEII  shall  have  the  right to waive  any or all of the
          conditions  precedent  to  its  obligations  hereunder  not  otherwise
          legally required;  provided, however, that no waiver by a party of any
          condition  precedent to its obligations  hereunder shall  constitute a
waiver by such party of any other condition.                

SECTION 12

TERMINATION, AMENDMENT, WAIVER

12.1 This Agreement may be terminated at any time prior to the Closing,  and the
     contemplated  transactions  abandoned,  without  liability to either party,
     except with respect to the obligations of GEII, GEP and the GEP Stockholder
under Section 9.4 hereof:                                             

(a)  By mutual agreement of GEII and GEP;                             

     (b)  If the  Closing  (as defined in Section 3) has not have taken place on
          or prior to December 31, 2010,  this Agreement can be terminated  upon
         written notice given by GEII or GEP which is not in material default;

     (c)  By GEII,  if in its  reasonable  believe  there  has  been a  material
          misrepresentation or breach of warranty on the part of the Stockholder
     in the representations and warranties set forth in the Agreement.

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     (d)  By GEP or the Stockholder  if, in the reasonable  belief of GEP or any
          the Stockholder, there has been a material misrepresentation or breach
          of warranty on the part of GEII in the  representations and warranties
set forth in the Agreement;                                 

     (e)  By GEII if, in its opinion or that of its counsel,  the Exchange  does
          not qualify for exemption from registration  under applicable  federal
          and state securities laws, or qualification,  if obtainable, cannot be
          accomplished  in  GEII's  opinion  or  that  of its  counsel,  without
unreasonable expense or effort;                             

     (f)  By GEII or by the Stockholder,  if either party shall determine in its
          sole   discretion   that  the  Exchange  has  become   inadvisable  or
          impracticable  by reason of the institution or threat by state,  local
          or federal governmental authorities or by any other person of material
          litigation or proceedings  against any party [it being  understood and
          agreed  that  a  written  request  by  a  governmental  authority  for
          information with respect to the Exchange,  which  information could be
          used in connection with such litigation or proceedings,  may be deemed
          to be a threat of material  litigation  or  proceedings  regardless of
          whether such  request is received  before or after the signing of this
Agreement];                                                 

     (g)  By GEII if the business or assets or financial condition of GEP, taken
          as a whole,  have been materially and adversely  affected,  whether by
          the  institution of litigation or by reason of changes or developments
          or in operations in the ordinary course of business or otherwise;  or,
          by the Stockholder if the business or assets or financial condition of
          GEII, taken as a whole,  have been materially and adversely  affected,
          whether by the  institution  of  litigation or by reason of changes or
          developments  or in operations  in the ordinary  course of business or
otherwise;                                                  

     (h)  By GEII or GEP if, in the opinion of GEII's  independent  accountants,
          it should appear that the combined entity will not be auditable to SEC
accounting standards;                                       

     (i)  By GEP if GEII  fails to  perform  material  conditions  set  forth in
Sub-Section 11.1 and 11.3 herein;                           

     (j)  By GEP if examination of GEII's books and records  pursuant to Section
5 herein uncovers a material deficiency;                    

     (k)  By GEII if GEP  fails to  perform  material  conditions  set  forth in
Sub-Section 11.1 and 11.2 herein; and                       

     (l)  By GEII if examination of GEP's books and records  pursuant to Section
4 herein uncovers a material deficiency.                    

12.2 No  modification  or amendment of any provision of this Agreement  shall be
     effective unless  specifically made in writing and duly signed by the party
to be bound.                                                          

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12.3 In the event of  termination  of this  Agreement  by either  GEII or GEP as
     provided in Section 12.1, this Agreement  shall  forthwith  become void and
     there shall be no liability or obligation on the part of any of the parties
     or their respective officers or directors except with respect to Section 9,
     which  provisions  shall  survive  such   termination,   and  except  that,
     notwithstanding  anything  to the  contrary  contained  in this  Agreement,
     neither GEII nor GEP shall be relieved or released from any  liabilities or
   damages arising out of its willful and material breach of this Agreement.

SECTION 13

 MISCELLANEOUS

13.1 Entire  Agreement.  This  Agreement  (including  the Exhibits and Schedules
     hereto) contains the entire  agreement  between the parties with respect to
     the  transactions  contemplated  hereby,  and supersedes all  negotiations,
     representations,  warranties,  commitments, offers, contracts, and writings
     prior to the date hereof. No waiver and no modification or amendment of any
     provision of this Agreement shall be effective unless  specifically made in
writing and duly signed by the party to be bound thereby.             

13.2 Binding Agreement.                                                         

     (a)  This  Agreement  shall become  binding upon the parties when, but only
when, it shall have been signed on behalf of all parties.   

     (b)  Subject  to the  condition  stated  in  subsection  (a),  above,  this
          Agreement  shall be binding  upon,  and inure to the  benefit  of, the
          respective  parties and their legal  representatives,  successors  and
          assigns.  This  Agreement,  in  all  of  its  particulars,   shall  be
          enforceable by the means set forth in subsection 13.9 for the recovery
          of  damages  or by way of  specific  performance  and  the  terms  and
          conditions  of this  Agreement  shall  remain in full force and effect
          subsequent  to Closing  and shall not be deemed to be merged  into any
          documents conveyed and delivered at the time of Closing.  In the event
          that subsection 13.9 is found to be  unenforceable as to any party for
          any reason or is not invoked by any party,  and any person is required
          to initiate any action at law or in equity for the enforcement of this
          Agreement,  the prevailing  party in such litigation shall be entitled
          to recover  from the party  determined  to be in  default,  all of its
          reasonable  costs incurred in said  litigation,  including  attorneys'
fees.                                                       

13.3 Counterparts.  This Agreement may be executed in one or more  counterparts,
     each of which may be deemed an original,  but all of which together,  shall
constitute one and the same instrument.                               

13.4 Severability.   If  any  provisions  hereof  are  to  be  held  invalid  or
     unenforceable  by any  court of  competent  jurisdiction  or as a result of
     future  legislative  action,  such  holding  or  action  shall be  strictly
     construed  and  shall  not  affect  the  validity  or  effect  or any other
provision hereof.                                                     

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13.5 Assignability.  This  Agreement  shall be  binding  upon  and  inure to the
     benefit of the successors and assigns of the parties hereto;  provided that
     neither this Agreement nor any right  hereunder  shall be assignable by GEP
or GEII without prior written consent of the other party.             

13.6 Captions.  The captions of the various Sections of this Agreement have been
     inserted  only for  convenience  of  reference  and  shall not be deemed to
     modify,  explain,  enlarge  or  restrict  any of  the  provisions  of  this
Agreement.                                                            

13.7 Governing  Law. The validity,  interpretation  and effect of this Agreement
shall be governed exclusively by the laws of the State of California. 

13.8 Jurisdiction  and Venue.  Each party  hereto  irrevocably  consents  to the
     jurisdiction  and venue of the state or  federal  courts  located in Orange
     County,  State  of  California,   in  connection  with  any  action,  suit,
     proceeding or claim to enforce the provisions of this Agreement, to recover
     damages for breach of or default under this Agreement, or otherwise arising
     under or by reason of this  Agreement.  The  prevailing  party may  recover
costs and reasonable attorney's fees.                                 

13.9 Notices. All notices, requests, demands and other communications under this
     Agreement  shall be in writing and delivered in person or sent by certified
mail, postage prepaid and properly addressed as follows:              

To GEP and GEP Stockholder:                                           

Peter Smith, President                
GLOBAL EQUITY PARTNERS PLC            
1 Berkeley Street                     
London W1J 8DJ, United Kingdom        
Fax 011 207 016 9100                  

To GEII:                                                              

Neeraj Iyer, President                
GLOBAL EQUITY INTERNATIONAL, INC.     
20 Truman, Suite 208                  
Irvine, CA  92620                     
Fax (949) 222-5014                    

With a Copy to:                                                       

William B. Barnett, Esq.              
Law Offices of William B. Barnett     
21550 Oxnard, Suite 200               
Woodland Hills, CA 91467              
Fax (818) 949-2269                    

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     Any party may from time to time  change  its  address  for the  purpose  of
     notices to that party by a similar notice specifying a new address,  but no
     such  change  shall be  deemed  to have  been  given  until it is  actually
received by the respective party hereto.                              

     All  notices and other  communications  required  or  permitted  under this
     Agreement which are addressed as provided in this Section 13.9 if delivered
     personally,  shall be effective upon  delivery;  and, if delivered by mail,
     shall be effective three days following  deposit in the United States mail,
postage prepaid.                                                      

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

                             GLOBAL EQUITY INTERNATIONAL, INC.

               By: /s/ Neeraj Iver
                                         ---------------------------------------
                        Neeraj Iyer, President

                      GLOBAL EQUITY PARTNERS PLC

               By: /s/ Peter Smith
                                         ---------------------------------------
                        Peter Smith, President

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EXHIBIT LIST            

Exhibit "A":       Consent of Board of Directors of GEP                         

Exhibit "B":       Consent of Board of Directors of GEII                        

SCHEDULE LIST             

Schedule 4.1(b):   GEP- Capitalization                                          

Schedule 4.1(c):   GEP- Subsidiaries                                            

Schedule 4.1(f):   GEP-Litigation                                               

Schedule 4.1(h):   GEP-Absence of Certain Changes                               

Schedule 4.1(i):   GEP- Employees                                               

Schedule 4.1(j):   GEP-Assets                                                   

Schedule 4.1(l):   GEP-Operating Authorities                                    

Schedule 5.1(b):   GEII-CAPITALIZATION                                          

Schedule 5.1(f):   GEII- Subsidiaries                                           

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 EXHIBIT "A"

CONSENT OF DIRECTORS
OF
GLOBAL EQUITY PARTNERS PLC

     A special  meeting of the  Directors  of Global  Equity  Partners  PLC (the
"Company"),  a Republic  of  Seychelles  Corporation,  was held by  consent  and
without an actual  meeting.  The  undersigned,  being all of the  Directors,  do
hereby  waive  notice of the time,  place and  purpose  of this  meeting  of the
Directors of the Company and, in lieu  thereof,  hereby agree and consent to the
adoption of the following corporate actions.                                    

     WHEREAS,  the Company intends to exchange all of the issued and outstanding
registered  shares  of the  Company  for  20,000,000  shares  of  GLOBAL  EQUITY
INTERNATIONAL, INC. ("GEII") common stock;                                      

     WHEREAS,  the  Company's  legal  counsel  has  reviewed a formal  agreement
consistent  with the terms of the  negotiations,  which "Plan and  Agreement  of
Reorganization" is attached hereto;                                             

     WHEREAS,  it is in the  Company's  best  interests to approve the terms and
execution of the Plan and Agreement of Reorganization on behalf of the Company; 

     NOW,  THEREFORE,  BE IT  RESOLVED,  that the  terms and  conditions  of the
exchange as set forth in the Plan and  Agreement of  Reorganization  be, and the
same hereby are, ratified and confirmed,  and the President and Secretary of the
Company are authorized to execute the same on behalf of the Company.            

 GENERAL AUTHORIZATION

               BE IT RESOLVED  that the  President  and Secretary of the Company
          be, and they hereby are, authorized, directed and empowered to prepare
          or cause to be prepared,  execute and deliver all such  documents  and
          instruments  and to undertake all such actions as they deem  necessary
          or  advisable  in  order to carry  out and  perform  any or all of the
          matters  contemplated by the Plan and Agreement of Reorganization  and
as authorized in the foregoing resolution.                  

     IN WITNESS  WHEREOF,  the  undersigned  has executed this written  consent,
which shall be effective as of November 15, 2010.                               

/s/ Peter Smith                                                                 
----------------------------------                                              
Peter Smith, Director                                                           

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 EXHIBIT B

CONSENT OF DIRECTORS
OF
 GLOBAL EQUITY INTERNATIONAL, INC.

     A special  meeting of the  Directors of Global Equity  International,  Inc.
(the  "Corporation"),  a Nevada corporation,  was held by consent and without an
actual meeting.  The  undersigned,  being all of the Directors,  do hereby waive
notice of the time,  place and purpose of this  meeting of the  Directors of the
Corporation  and, in lieu  thereof,  hereby agree and consent to the adoption of
the following corporate actions.                                                

     WHEREAS, the Corporation intends to purchase all the issued and outstanding
registered  shares of  Global  Equity  Partners  PLC  ("GEP")  in  exchange  for
approximately 20,000,000 shares of the Corporation's common stock;              

     WHEREAS,  the  Corporation's  legal counsel has prepared a formal agreement
consistent with the terms of the letter of intent,  which "Plan and Agreement of
Reorganization" is attached hereto as Exhibit "A";                              

     WHEREAS, it is in the Corporation's best interests to approve the terms and
execution  of  the  Plan  and  Agreement  of  Reorganization  on  behalf  of the
Corporation;                                                                    

     NOW,  THEREFORE,  BE IT  RESOLVED  that the  terms  and  conditions  of the
exchange as set forth in the Plan and  Agreement of  Reorganization  be, and the
same hereby are, ratified and confirmed, and the President of the Corporation is
authorized to execute the same on behalf of the Corporation.                    

 GENERAL AUTHORIZATION

               BE  IT  RESOLVED   that  the   President  and  Secretary  of  the
          Corporation  be,  and  they  hereby  are,  authorized,   directed  and
          empowered to prepare or cause to be prepared,  execute and deliver all
          such  documents and  instruments  and to undertake all such actions as
          they deem necessary or advisable in order to carry out and perform any
          or all of the  matters  contemplated  by the  Plan  and  Agreement  of
 Reorganization and is authorized in the foregoing resolution.

IN WITNESS  WHEREOF,  the undersigned has executed this written  consent,  which
shall be effective as of November 15, 2010.                                     

/s/ Neeraj Iver                                                                 
----------------------------------                                              
Neeraj Iyer, Director                                                           

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No schedules  were attached to this Agreement at closing for the reason that all
schedules  referred to in the Agreement were due diligence files reviewed by the
parties prior to the closing.                                                   

27

Dates Referenced Herein

				Referenced-On Page
This ‘10-12G’ Filing		Date		First		Last			Other Filings
Filed on:		12/1/11							None on these Dates
		12/31/10		4		19
		11/15/10		1		26
		10/1/10		12
		9/30/10		7		9
		12/31/09		7
									List all Filings

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/21/12  SEC                               UPLOAD¶     9/15/17    1:45K  Argentum 47, Inc.
 6/14/12  SEC                               UPLOAD¶     9/15/17    1:55K  Argentum 47, Inc.
 4/13/12  SEC                               UPLOAD¶     9/15/17    1:69K  Argentum 47, Inc.
 3/01/12  SEC                               UPLOAD¶     9/15/17    1:64K  Argentum 47, Inc.
 1/31/12  SEC                               UPLOAD¶     9/15/17    1:64K  Argentum 47, Inc.
12/30/11  SEC                               UPLOAD¶     9/15/17    1:73K  Argentum 47, Inc.