STOCK REDEMPTION AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into this ____________ day of __________________, ______, in __________________, ____________________ [state], by and between ____________________________________________, INC. (the “Corporation”), a ____________________ [state] corporation, _________________________________ (the “Shareholder”), and __________________________, INC. (the “Company”), a ____________________ [state] corporation.

WITNESSETH

WHEREAS, the Shareholder is a director and the president of the Corporation, and is the record and beneficial owner of __________________ shares (the “Shareholder Shares”) of the Class __________________ Common Stock (the “Common Stock”), of the Corporation; and

WHEREAS, the Company is the record and beneficial owner of __________________ shares (the “Company Shares”) of the Common Stock of the Corporation represented by stock certificate number __________________ of the Corporation __________________ dated __________________, ______ (the “Company Stock Certificate”); and

WHEREAS, the Shareholder, the Corporation and the Company are parties to an agreement dated __________________, ______, as amended by an agreement between said parties dated __________________, ______ (the “Buy-Sell Agreement”); and

WHEREAS, the company has requested that the Corporation purchase the Company Shares and the Corporation desires to purchase the Company Shares; and

WHEREAS, the parties to this Agreement desire to resolve all matters between them relating or pertaining in any manner or way, directly or indirectly, to the Corporation.

NOW, THEREFORE, in consideration of the premises which shall be deemed to be a substantive part of this Agreement, and the mutual covenants, promises, agreements, representations and warranties contained in this Agreement, and other good and valuable consideration, the acceptance and sufficiency of which are acknowledged, the parties covenant, promise, agree, represent and warrant as follows:

1. Sale of Company Shares. Contemporaneously with the execution, acknowledgment, sealing and delivery of this Agreement, the Company shall sell, transfer and assign (the “Sale”) to the Corporation the Company Shares. To that end, the Company Stock Certificate shall be delivered to the Corporation contemporaneously with the execution, acknowledgment, sealing and delivery of this Agreement duly endorsed in blank by the president of the Company, the secretary of the Company shall attest to such endorsement and the Company’s corporate seal shall be placed on the Company Stock Certificate; the Company’s endorsement of the Company

Stock Certificate shall be duly guaranteed by a national bank or by a member firm of the New York Stock Exchange.

2. Purchase Price and Security. In consideration of and as the sole and exclusive purchase price (the “Purchase Price”) for the Sale of the Company Shares to the Corporation, the Corporation shall pay to the Company the sum of ____________ Dollars ($ ____________). The Purchase Price shall be paid as follows:

2.1. ____________ Dollars ($ ____________) in cash or by check shall be paid by the Corporation to the Company contemporaneously with the execution, acknowledgment, sealing and delivery of this Agreement.

2.2. The balance of the Purchase Price, namely, $ ____________, shall be represented by and be paid in accordance with the terms of the promissory note (the “Note”) in the form attached to this Agreement as Exhibit A. The Note shall be executed and delivered to the Company by the Corporation contemporaneously with the execution, acknowledgment, sealing and delivery of this Agreement.

3. Resignations. The Company shall cause __________________ and _______________________, its nominees, to resign as directors of the Corporation, by tendering their respective resignations, effective upon the execution, acknowledgment, sealing and delivery of this Agreement. The Corporation accepts said resignations when so tendered.

4. Termination of the Buy-Sell Agreement. The Corporation, the Share-holder and the Company terminate, rescind and cancel, effective upon the execution, acknowledgment, sealing and delivery of this Agreement, the Buy-Sell Agreement, and no party to the Buy-Sell Agreement shall have any further rights, duties or obligations under that Agreement.

5. Representations and Warranties of the Company. The Company represents and warrants to the Corporation that:

5.1. The Company is the record and beneficial owner and has good and valid merchantable title to the Company Shares free and clear of any and all mortgages, pledges, liens, security interests, conditional sale agreements, charges, restrictions and encumbrances of every nature whatsoever. The Company Shares represent all of the issued and outstanding capital stock of the Corporation owned of record or beneficially by the Company, and, to the knowledge of the Company, the Company Shares and the Shareholder Shares represent, in the aggregate, all of the issued and outstanding capital stock of the Corporation. To the knowledge of the Company, the Corporation does not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of capital stock of the Corporation or any of such warrants, convertible securities or obligations.

5.2. The Company has not incurred any liability or obligation for finders’, brokerage or agents’ fees or commissions in connection with this Agreement or the transactions contemplated by this Agreement.

5.3. The Company has the power and authority to execute, acknowledge, seal and deliver this Agreement and all Exhibits to this Agreement, to consummate the transactions contemplated by this Agreement and all Exhibits to this Agreement and to take any and all other actions required to be taken by the Company pursuant to the provisions of this Agreement and all Exhibits to this Agreement; and this Agreement and all Exhibits to this Agreement are valid and binding upon and fully enforceable against the Company in accordance with their respective terms. Neither the execution, acknowledgment, sealing and delivery of this Agreement or any Exhibit to this Agreement nor the consummation of the transactions contemplated by this Agreement or any Exhibit to this Agreement shall constitute any violation or breach of or default under the Articles of Incorporation, as amended, or the Bylaws, as amended, of the Company or any order, writ, injunction, decree, law, statute, rule or regulation.

5.4. The Company, its officers, directors, shareholders, and accountants, __________________, certified public accountants, have at all times had, and the Company’s attorneys, __________________, at all times during the course of the negotiations leading to the execution, acknowledgment, sealing and delivery of this Agreement have had, access to all of the books and financial and operational records of the Corporation and to all of the documents and information relating or pertaining to the operations and activities of the Corporation. Prior to executing, acknowledging, sealing and delivering this Agreement, the Company, through its designated employees, agents and representatives, including, but not limited to, its said attorneys and accountants, has examined to its satisfaction said books, records, documents and information, and has been given the opportunity to, and has availed itself of such opportunity to, ask any questions of (and receive answers to such questions) the officers and directors of the Corporation concerning any and all aspects of the operations and activities of the Corporation.

5.5. Except as provided by or disclosed in this Agreement, the Company has not incurred for or on behalf of the Corporation any obligations, liabilities, duties, damages, losses, costs or expenses.

6. Representations and Warranties of the Corporation.

6.1. The Corporation represents and warrants to the Company that it has been duly authorized by its Board of Directors to execute, acknowledge, seal and deliver this Agreement and all Exhibits to this Agreement, to consummate the transactions contemplated by this Agreement and all Exhibits to this Agreement and to take any and all other actions required to be taken by it pursuant to the provisions of this Agreement and all Exhibits to this Agreement; this Agreement and all Exhibits to this Agreement are valid and binding upon and fully enforceable against it in accordance with their respective terms. Neither the execution, acknowledgment,

sealing and delivery of this Agreement or any Exhibits to this Agreement, nor the consummation of the transactions contemplated by this Agreement or any Exhibit to this Agreement shall constitute any violation or breach of or default under the Articles of Incorporation of the Corporation, as amended, or the Bylaws of the Corporation, as amended. Anything contained in this Section 6.1 to the contrary notwithstanding, no representation or warranty provided in this Section 6.1 shall be deemed to mean or be construed to constitute a representation or warranty that the Corporation has the corporate authority, power or right under law, the Articles of Incorporation of the Corporation, as amended, the Bylaws of the Corporation, as amended, or otherwise to purchase or to redeem the Company Shares; and the foregoing representations and warranties provided in this Section 6.1 shall be fully qualified by and subject to the first clause of this last sentence of this Section 6.1.

7. Releases.

7.1. Except as provided in this Agreement, the Company does remise, release, acquit and forever discharge the Corporation and the Shareholder, jointly and severally, of and from all manner of actions, causes of action, suits, debts, covenants, accounts, trespasses, contracts, agreements, damages, judgments, liabilities, losses, costs, expenses and claims of any nature whatsoever, in law or equity, whether or not now or hereafter known, suspected or claimed, which the Company ever had, now has, or which it hereafter can, shall or may have or allege against the Corporation and the Shareholder, jointly and severally, upon or by reason of any matter, cause or thing from the beginning of the world to the date of this Agreement.

7.2. Except as provided in this Agreement, the Corporation and the Shareholder, jointly and severally, remise, release, acquit and forever discharge the Company of and from all manner of actions, causes of action, suits, debts, covenants, accounts, trespasses, contracts, agreements of damages, judgments, liabilities, losses, costs, expenses and claims of any nature whatsoever, in law or equity, whether or not now or hereafter known, suspected or claimed, which the Corporation and the Shareholder, jointly and severally, ever had, now have, or which they hereafter can, shall or may have or allege against the Company upon or by reason of any matter, cause or thing arising prior to and including to the date of this Agreement.

8. Miscellaneous Provisions.

8.1. All covenants, provisions, agreements, representations and warranties provided by this Agreement shall survive the execution, acknowledgment, sealing and delivery of this Agreement and its Exhibits, and all of the transactions contemplated by this Agreement.

8.2. This Agreement was made in the State of ____________________ [state] and shall be governed by, construed and enforced in all respects in accordance with the laws of the State of ____________________ [state].

8.3. As the context requires, the masculine gender shall be deemed to include the feminine and the neuter genders and vice versa, and the singular shall be deemed to include the plural and vice versa.

8.4. This Agreement constitutes the entire agreement between the parties and there are no other undisclosed commitments or agreements binding the parties. This Agreement may be amended only by an instrument in writing executed by the parties to this Agreement.

8.5. Any notice or other communication to the Corporation or to the Shareholders is to be in documented form. Any notice may be delivered personally, or by United States first class mail, or by Postal Service or commercial overnight document delivery service, or may be transmitted by electronic means, addressed as follows:

1. To _______________________, Inc., addressed to:

___________________________________, INC.

__________________

__________________

Telephone: __________________

Facsimile: __________________

E-mail: __________________

With a copy to: __________________

__________________

Telephone: __________________

Facsimile: __________________

E-mail: __________________

2. To ____________________________, Inc., addressed to:

DEF, INC. __________________

__________________

Telephone: __________________

Facsimile: __________________

E-mail: __________________

With a copy to: __________________

__________________

Telephone: __________________

Facsimile: __________________

E-mail: __________________

3. To the Shareholder, addressed to:

__________________

__________________

Telephone: __________________

Facsimile: __________________

E-mail: __________________

With a copy to: __________________

__________________

Telephone: __________________

Facsimile: __________________

E-mail: __________________

Any notice given under this Agreement is deemed to have been given on the date dispatched or transmitted, or if given personally, on the date such notice document was personally delivered. The addresses stated in this paragraph may be changed by the respective parties upon a documented notice delivered pursuant to this paragraph.

8.6. The captions or headings provided in this Agreement are for convenience only and shall not be deemed to be a part of this Agreement.

IN WITNESS WHEREOF, the parties have executed, acknowledged, sealed and delivered this Agreement the day and year first written above.

ATTEST:

_____________________________________, INC.

__________________

Secretary

By: __________________

President

[Corporate Seal]

ATTEST:

_______________________________________, INC.

__________________

Secretary

By: __________________

President

[Corporate Seal]

__________________ (SEAL)