THIS AGREEMENT, made and entered into this _____ day of _________, 200(x),
is by and between ________________, hereinafter referred to as the "Seller",
and ________________, hereinafter referred to as the "Purchaser".

W I T N E S S E T H:

WHEREAS, the Seller is the owner and holder of record of _______________ shares
of the issued and outstanding shares of the capital stock of the Purchaser; and,

WHEREAS, the Purchaser desires to repurchase said ________ (______) shares
of said stock, hereinafter referred to as the "Sellers Stock", and the Seller
desires to sell, or cause to be sold, all of said shares of stock upon the terms and
subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained in this Agreement, and in order to consummate the
purchase and sale of the Seller's Stock aforementioned, it is hereby agreed
as follows:

1. PURCHASE AND SALE: CLOSING

A. Purchase and Sale of Corporation's Stock. Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the
Seller shall sell, convey and transfer the Seller's Stock, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the
Seller the Seller's Stock in consideration of the purchase price set forth in Section
Two of this Agreement. The certificates representing the Corporations' Stock shall
be duly endorsed for transfer or accompanied by appropriate stock transfer powers
duly executed in blank, in either case with signatures guaranteed in the
customary fashion.

B. Procedure for Closing. The closing of the transactions contemplated by this
Agreement (the "Closing"), shall be held at such place as is agreed upon by the
parties hereto on or before the _____ day of ____________, 200(x),
(such date to be referred to in this Agreement as the "Closing Date").

2. PURCHASE PRICE

A. Consideration. The total consideration for the purchase of the Seller's Stock,
pursuant to this Agreement,
shall be the total sum of ________________ ($___________).

3. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller warrants and represents:

A. Restrictions on Stock.

1) The Seller is not a party to any agreement, written or oral, creating rights in
respect of any Seller's Stock in any third person or relating to the voting
of Seller's Stock.

2) Seller is the lawful owner of Seller's Stock, free and clear of all security
interest, liens, encumbrances, equities and other charges.

3) There are no existing warrants, options, stock purchase agreements,
restriction of any nature, relating to the subject Seller's Stock.

B. Survival. All warranties contained within this Agreement shall survive
closing of this transaction.

4. GENERAL

A. Each of the parties to this Agreement covenants and agrees that the Seller's
representations,  warranties, covenants and statements and agreements contained
in this Agreement shall survive the Closing Date. Except as set forth in this
Agreement, there are no other agreements, representations, warranties or covenants by or between the parties hereto with respect to the subject matter hereof.

B. This Agreement constitutes the entire Agreement and supersedes all prior
agreements and understandings, oral and written, between the parties hereto
with respect to the subject matter hereof.

C. This Agreement shall be construed and enforced in accordance with the
laws of the State of _____________.

D. Should Seller default under this Agreement, Purchaser may be able to seek
and obtain any and all remedies available at law or in equity, including rescission
of this Agreement. Purchaser shall have the right to obtain all remedies
cumulatively available and will not be limited to one such remedy.

E. Should either party default under this Agreement, the party enforcing this
Agreement shall be entitled to reimbursement of all costs, including reasonable
attorneys' fees incurred at the trial and appellate levels.

IN WITNESS WHEREOF, this Agreement has been executed by each of
the individual parties hereto, all on the date first above written.

Signed, Sealed and Delivered in the presence of:

"SELLER"

_________________________ _________________________

_________________________

DATED:__________________

"PURCHASER"

_________________________ ________________________

_________________________

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