Agreement to Assume Debt
                               and
                   Release, Waiver and Novation



This Agreement to Assume Debt and Release, Waiver and Novation ("Agreement")
is entered into this 31st day of July 2006 among SH Celera Capital
Corporation, a Maryland corporation ("SH Celera") and G/O International, Inc.,
a Colorado corporation ("G/O") and those creditors of G/O that shall executed
and deliver a counterpart signature page to this Agreement ("Creditors").

WHEREAS, SH Celera and G/O have entered into a Reorganization Plan and
Agreement of even date herewith (the "Reorganization Agreement") pursuant to
which SH Celera has for the consideration set forth in the Reorganization
Agreement, agreed to assume up to $65,000 of the outstanding debt of G/O as
set forth in Schedule 1 hereto ("G/O's Debt");


NOW THEREFORE, for and in consideration set forth herein and in the
Reorganization Agreement, the parties mutually agree as follows:

     1.   Assumption of G/O's Debt. SH Celera hereby assumes and agrees to
          pay not greater than $65,000 of those obligations of G/O set forth
          in Schedule 1 hereto.

     2.   Acceptance of Assumption and Release of Obligors. Each Creditor of
          G/O as set forth in Schedule 1 hereto, through execution and
          delivery of its counterpart signature page hereto, hereby agrees
          and accepts such assumption of G/O's Debt by SH Celera Capital
          Corporation and hereby releases and forever waives any claim
          against G/O respecting the G/O Debt.

     3.   Definition of Terms. The capitalized terms used herein, unless
          otherwise indicated shall have the same meaning as those set forth
          in the Reorganization Agreement.

     4.   Further Cooperation. Each of the parties hereto will further
          cooperate in performing all tasks necessary to complete the
          transaction contemplated hereby including the execution and
          deliver of such further documents as reasonably deemed necessary
          by all transfer agents, legal and accounting professionals.

     5.   Authority, Validity, Non-Contravention. Through execution and
          delivery of this Agreement, each signatory Party hereto represents
          and warrants to the other that: (i) such signatory Party has taken
          all action necessary to execute and deliver this Agreement and all
          attachments hereto, and to perform its obligations hereunder and
          thereunder, (ii) this Agreement and all attachments hereto have
          each been duly and validly executed and delivered by the signatory
          Party and each constitutes a valid and legally binding obligation
          of the signatory Party, enforceable against such signatory Party
          in accordance with their respective terms, and (iii) the
          execution, delivery and performance of this Agreement and any
          attachments hereto, by the signatory Party, do not and will not
          (a) conflict with or result in a breach of any of the provisions
          of such Party's organization charter, (b) contravene any Law which
          affects or binds such Party or any of its properties, (c) conflict
          with, result in a breach of, constitute a default under, or give
          rise to a right of termination or acceleration under any material
          contract, agreement, note, deed of trust, mortgage, trust, lease,
          governmental or other license, permit or other authorization, or
          any other material instrument or restriction to which such
          signatory Party is a party or by which any of its properties may
          be affected or bound, or (d) require such signatory Party to
          obtain the approval, consent or authorization of, or to make any
          declaration, filing or registration with, any third party or any
          governmental authority which has not been obtained in writing
          prior to the date of this Agreement.



G/O International, Inc.,              SH Celera Capital Corporation,
a Colorado corporation                a Maryland corporation

By/s/Brian Rodriguez
Brian Rodriguez                       By/s/George Jarkesy, President


G/O Creditors


/s/Leonard W. Burningham              $
Leonard W. Burningham

X____________________________         $


X____________________________         $


                            Schedule 1

                          G/O Creditors



Name                                Amount of Debt
Leonard W. Burningham