STOCK REDEMPTION AGREEMENT

THIS AGREEMENT, made and entered into this ____ day of ___________, 19____, 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 ___________, 19____, (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"

___________________________ __________________________

___________________________