EXHIBIT
2.3
STOCK
PURCHASE OPTION AGREEMENT
This
Stock Purchase Option Agreement (the "Agreement") is made this 8th
day of December, 2008 by and among InMedica Development
Corporation, a Utah corporation (the "Corporation"), SNG
Consulting, LLC, an Arizona limited liability company (the
"Optionee"), and ValuMobile LLC, a Nevada limited liability
company ("VM").
WHEREAS,
the Corporation is a publicly traded entity that has registered its
common stock under the Securities and Exchange Act of 1934 (the
"Exchange Act");
WHEREAS,
the Optionee wishes to acquire an option to purchase shares of
common stock from the Corporation under certain terms and
conditions;
WHEREAS,
the Corporation wishes to become the sole member of VM, a recently
formed Nevada limited liability company that has no
assets;
NOW
THEREFORE, the parties hereto agree as follows;
1.
In consideration of the Corporation being named as the sole member
of VM, the Corporation hereby grants to the Optionee an
option (the "Option") to purchase a total of Five
Million (5,000,000) restricted shares of common stock of the
Corporation (the "Shares") on the terms and conditions set forth
hereinafter.
2.
The exercise price for purchase of the Shares pursuant to the
Option described in this Agreement shall be $0.01 per
Share.
3.
The Option described in this Agreement shall not be exercisable
after December 31, 2009 (herein referred to as the "Expiration
Date").
4.
The Option described in this Agreement is exercisable with respect
to all, or from time to time with respect to any portion, of the
Shares by delivering written notice of such exercise to the
principal office of the Secretary of the
Corporation. Each such notice shall be accompanied
by payment in full of the Option price of such Shares payable in
certified funds. The Corporation shall issue and deliver the Shares
to the Optionee within ten (10) calendar days of receipt of the
above described written notice and payment.
5.
The rights and obligations of the Optionee pursuant to and under
the Option described in this Agreement may be assigned or
transferred by the Optionee without the consent of the
Corporation.
6.
If the exercise of the Option to purchase the Shares hereunder is
not registered under the Securities Act of 1933 (the "Securities
Act"), but an exemption is available, which requires an investment
or other representation, the Optionee shall represent and agree at
the time of exercise that the Shares being acquired as a result of
exercising the Option described in this Agreement are being
acquired for investment, and not with a view to the sale or
distribution thereof, and shall make such other
representations as are deemed necessary or appropriate by the
Corporation and its counsel. No Shares acquired by exercise of this
Option shall be sold or otherwise disposed of in violation of any
federal or state
