Sales and Purchase Agreement

Stock Purchase Agreement between Two Sellers and One Investor with Transfer of Title Concurrent with Execution of Agreement

This Stock Purchase Agreement is made this the , between , of , hereinafter called First Seller, , of , hereinafter called Second Seller, and , of , hereinafter called Buyer. Said First Seller and Second Seller are sometimes jointly referred to as Sellers, and the Buyer and Sellers are sometimes hereinafter referred to as Parties.

Whereas, Sellers desire to sell shares of Common Stock in to Buyer for the sum of $; and

Whereas, Corporation is a(n) corporation; and

Whereas, Corporation is a corporation organized and existing under the laws of the state of , with its principal office located at , and is hereinafter referred to as Company;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Sale of the Shares

A. Sale

Subject to the terms and conditions set forth in this Agreement, Sellers do hereby sell, assign, transfer and convey to Buyer, and Buyer acquires and purchases from Sellers, all right, title and interest of Sellers, in and to of Shares from First Seller and of Shares from Second Seller. The purchase price is $ per share.

B. Delivery of Certificates

Concurrently with this Agreement, Sellers are delivering to Buyer the stock certificates representing the Shares, copies of which are attached hereto as Exhibit A, together with duly endorsed stock powers in the form attached to this Agreement as Exhibit B.

2. Representation and Warranties of Sellers

Each Seller individually represents and warrants:

A. Authorization

The execution, delivery, and performance of this Agreement are within each Seller's powers and rights.

B. No Conflict

Neither the execution, delivery nor performance of this Agreement, nor the consummation of the transactions contemplated by this Agreement, nor compliance with the terms of this Agreement, shall:

1. Result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under any terms, conditions or provisions of, or otherwise interfere with, any contract or any other instrument or obligation to which either Seller is bound;

2. Conflict with, violate or result in a breach of, or constitute a default under, any law, statute, rule, judgment, order, decree, injunction, ruling or regulation of any governmental entity to which either Seller is subject; or

3. Require either Seller to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make any filing with, any third party, including but not limited to any governmental entity.

C. Title to the Sellers to Shares

Each Seller is the sole and exclusive record and beneficial owner of the Shares free and clear of any and all liens or other encumbrances of any type.

D. Non-Reliance

1. Sellers are voluntarily assuming all risks associated with the sale of the Shares to Buyer and expressly warrant and represent that Buyer has not made, and Sellers disclaim the existence of or their reliance on, any representation by Buyer concerning the Company or the Shares (other than those expressly set forth in this Agreement).

2. Sellers are not relying on any disclosure or non-disclosure made or not made, or the completeness of such disclosure or non-disclosure, in connection with or arising out of the sale of the Shares, and therefore have no claims against Buyer with respect to the same.

3. If any such claim may exist, Sellers, recognizing their disclaimer of reliance and Buyer's reliance on such disclaimer as a condition to entering into this transaction, agree not to assert it against Buyer.

4. Buyer shall have no liability, and Sellers waive and release any claim that they might have against Buyer whether under applicable securities law or otherwise, based on Buyer's knowledge, possession or nondisclosure to Sellers of the Information.

3. Representation and Warranties of Buyer

Buyer represents and warrants:

A. Due Execution; Validity of Agreement

This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

B. No Conflict.

Neither the execution, delivery nor performance of this Agreement, nor the consummation of the transactions contemplated by this Agreement, nor compliance with the terms of this Agreement, shall:

1. Result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under any terms, conditions or provisions of, or otherwise interfere with, any contract or any other instrument or obligation to which Buyer is bound;

2. Conflict with, violate or result in a breach of, or constitute a default under, any law, statute, rule, judgment, order, decree, injunction, ruling or regulation of any governmental entity to which Buyer is subject; or

3. Require Buyer to give notice to, or obtain an authorization, approval, order, license, franchise, declaration or consent of, or make any filing with, any third party, including but not limited to any governmental entity.

C. Investment Intent

Buyer is acquiring the Shares for investment and not with a view toward any distribution of the Shares. Buyer will not sell or otherwise transfer the Shares except in compliance with all applicable federal and state securities laws.

4. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

5. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

6. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

7. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

8. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

9. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

10. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

11. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

12. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

13. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

14. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement, it being understood that all of the Parties need not sign the same counterpart. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts, provided that receipt of copies of such counterparts is confirmed.

WITNESS our signatures as of the day and date first above stated.

Attach Exhibits

(Acknowledgment form may vary by state)

Notary Acknowledgment for Buyer

State of

County of

Personally appeared before me, the undersigned authority in and for the said County and State, on this , within my jurisdiction, the within-named , who acknowledged that he executed the above and foregoing instrument.

________________________________

NOTARY PUBLIC

My Commission Expires:

Notary Acknowledgment for First Seller

State of

County of

Personally appeared before me, the undersigned authority in and for the said County and State, on this , within my jurisdiction, the within-named , who acknowledged that he executed the above and foregoing instrument.

________________________________

NOTARY PUBLIC

My Commission Expires:

Notary Acknowledgment for Second Seller

State of

County of

Personally appeared before me, the undersigned authority in and for the said County and State, on this , within my jurisdiction, the within-named , who acknowledged that he executed the above and foregoing instrument.

________________________________

NOTARY PUBLIC

My Commission Expires: