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STOCK PURCHASE AGREEMENT

THIS AGREEMENT, made the ______ day of (Month), (year)_____, by and between (Name of Company), a corporation authorized to do business in (Your State) (the Corporation) and the individual listed in Exhibit A attached hereto (each individually a Shareholder and collectively the Shareholders).

RECITALS

A. The issued and outstanding capital stock of the Corporation currently consists of one thousand two hundred thirty one (1231) shares of common stock (the Shares). The Shareholders currently own all the issued and outstanding Shares.

B. The Shareholders and the Corporation desire to make provisions for future disposition of the Shares in order to prevent interference with the orderly conduct of the business of the Corporation.

C. The Shareholders and the Corporation desire that each Shareholder shall be prohibited from engaging in any business or activity that competes with the business of the Corporation, as long as he holds Shares of the Corporation.

NOW THEREFORE, in consideration of the mutual promises and covenants made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: ____________________________________
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I. RESTRICTIONS ON TRANSFER

1. Restrictions on Transfer. No Shareholder will sell, transfer, donate, exchange, pledge or assign or in any way alienate, encumber or dispose of its ownership of any of its Shares of capital stock of the Corporation, whether now owned or hereafter acquired, either voluntarily or by operation of law, without the prior written consent of the Corporation and all the Shareholders, unless such transfer is in accordance with the terms and conditions of this Agreement.

1.1 Void Transfers. The Corporation shall not transfer on its books any Shares sold or transferred other than pursuant to the terms and conditions of this Agreement. No transferee of Shares in violation of the terms and conditions of this Agreement shall be a record owner of such Shares nor will such transferee have the right to receive dividends or other distributions payable to the record owner of such Shares. Any transfer of Shares in violation of the terms and conditions of this agreement shall be void and without effect in transferring any interest in such Shares to the transferee.

1.2 Lifetime Transfers. Any Shareholder desiring to transfer Shares of the Corporation during his lifetime (the Transferring Shareholder) must give notice (the Notice) of intent to transfer in writing to the Corporation and to the remaining Shareholders at least ninety (90) days before the date of the proposed transfer. The Notice shall specifically name the proposed transferee, the number of Shares to be transferred and the proposed price and terms of the transfer. The following procedure shall be followed:

(A) Purchase By Corporation. Within thirty (30) days after receipt of the Notice, the Corporation may elect to purchase the Shares of the Transferring Shareholder at the price and terms indicated in the Notice, or, at the option of the Corporation, the price and terms indicated in paragraph 1.4 herein. The Transferring Shareholder shall abstain from participating in any decision of the Corporation to exercise or refrain from exercising the purchase options provided herein, except that at the direction of the holders of the majority in interest of the outstanding Shares not held by the Transferring Shareholder, the Transferring Shareholders will vote its Shares and take such other action as may be required by such majority.

(B) Purchase By Shareholders. In the event that the Corporation either affirmatively elects not to exercise the above-described option or allows the period for exercise of the option to lapse, the remaining Shareholders shall have an additional sixty (60) day period beginning with the end of the thirty-day period specified in subsection (a) above in which to elect to purchase all the Shares of the Transferring Shareholder at the price and terms indicated in the Notice, or at their option, the price and terms indicated in paragraph 1.4 herein. Any Shareholders so electing shall deliver to the president of the Corporation a written notice indicating the Shareholders intent to purchase such Shares and the number of Shares which such purchasing Shareholders exceed the number of Shares to be transferred by the Transferring Shareholder, the Shares of the Transferring Shareholder shall be allotted among the purchasing shareholders in any manner on which the purchasing Shareholder may agree; however, if they are unable to agree, the shares shall be allotted among them so that each Purchasing Shareholder shall purchase the fractional portion of the Shares to be transferred which is equal to the fractional portion of the total number of outstanding Shares held by the respective purchasing Shareholder (the Pro Rata Amount). Should the Pro Rata Amount of a respective Shareholder exceed the Purchase Commitment of the respective Shareholder, the excess of each Pro Rata Amount exceeding the Purchase Commitment shall be allocated among the remaining Purchasing Shareholders in any manner on which the remaining Purchasing Shareholders may agree; however, if they are unable to agree, the Shares shall be allotted among them as equally as possible per capita, without creating fractional Shares, preference shall be given to the Purchasing Shareholders in order of their respective holdings of Shares of the Corporation, with the holder of the greatest number of shares receiving the first preference).

(C) Lapse or Refusal. If the options to purchase all the Shares of the Transferring Shareholder are not exercised by either the Corporation or the remaining Shareholders, the Transferring Shareholder may then transfer its shares pursuant to the terms and conditions described in the Notice, but such transfer must be to the original transferee at the purchase price and under

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