1. - Increase the paid-up capital of its 100% owned subsidiary Novopayment, a company registered and domiciled in the Cayman Islands to the amount of US$483,487.

2. - Declare and pay a dividend to VBT Holdings shareholders of one (1) fully paid share of Novopayment, for each one (1) share held of VBT Holdings.

3. - The sale of the shares of TD Transdenaria, Ltd. and EEBT Pay, Ltd. (both corporations registered and domiciled in Cyprus and fully owned by VBT Holdings, Ltd) to Novopayment for the book value of such companies (approximately US$210,000)

Signed on behalf of the Board of Directors of

VBT Holdings, Ltd.:

Maria Elisa Vasquez