Stock Transfer Agreement

STOCK SALE AND PURCHASE AGREEMENT

THIS Agreement made and entered into this the day of , , by and among , a Mississippi corporation (the "Company") and ("") and ("") and ("") ( and are individually sometimes referred to as "Shareholder" and collectively sometimes referred to as the "Shareholders").

WHEREAS, the Shareholders, as owners of all of the issued and outstanding stock of the Company, desire to expand the business operations of the Company;

WHEREAS, the Shareholders agree it is in the best interest of the Company and its shareholders to sell additional shares of stock of the Company to .

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the parties hereto agree as follows:

1. Stock Sale. Subject to the conditions precedent set forth in Paragraph 3 hereof and to the provisions of Paragraph 6 hereof, the Company does hereby agree to issue and sell to and does hereby agree to purchase shares of newly issued common capital stock of the Company which, upon issuance, will constitute % of the issued and outstanding shares of stock of the Company and will be evidenced by stock certificate number ("said Stock"), at the purchase price set forth in Paragraph 2 below.

2. Purchase Price. The total purchase price to be paid by for said Stock to be issued pursuant to this Agreement shall be $ (or $ per share). Said Purchase Price shall be paid by in cash or check on the Closing Date.

3. Conditions Precedent to Sale. The obligation of to purchase said Stock pursuant to this Agreement is specifically subject to and conditioned on the following:

(a) Completion of a review of the books and records of the Company by satisfactory to ;

(b) Review of corporate minute book, by-laws and stock transfer books by satisfactory to ;

(c) UCC search and lien search in County, Mississippi revealing no liens or security interests, except as noted on the financials;

(d) Execution by all Shareholders on the Closing Date of a Shareholder Agreement substantially in the form of Exhibit "A" hereto;

(e) Certificates from the Shareholders on the Closing Date that the representations and warranties set forth in Paragraph 4 hereof are true and correct as of the Closing Date; and

(f) The balance sheet and related financial statements of the Company for fiscal year ending , fairly and accurately set forth the financial condition of the Company as at such date and the results of operations of the Company for the period ended on such date, and as of the Closing Date there have been no material adverse change in the financial condition, results of operations, properties, business or prospects of the Company.

4. Warranties. As of the date hereof and on the Closing Date, the Company and and , individually and collectively, warrant and represent as follows:

(a) That the Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Mississippi; is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification; and has all corporate power necessary to engage in the business in which it is presently engaged;

(b) The Company has full right, power and legal authority to issue said Stock and that said Stock, upon issuance, shall be legally issued, fully paid and nonassessable;

(c) That and , owning shares evidenced by stock certificate number and shares evidenced by stock certificate number , respectively, are the sole owners of the shares of common capital stock and said shares constitute all of the issued and outstanding shares of the Company; that there exists no other shares of stock, whether common, preferred or of any other class or description, or any warrants or rights of any kind to the issuance of or title to any shares of stock of the Company; and that, except as set forth in the Shareholder Agreement to be executed on the Closing Date, the stock owned by and and the stock to be issued to hereunder is not subject to any voting trust or agreement or any other agreement among shareholders restricting or prohibiting the transfer thereof or in any other manner affecting said Stock except that said Stock is pledged to and held by Bank as collateral for indebtedness of the Company to said Bank. As of the date hereof, said Bank holds two promissory notes executed by the Company in the principal amounts of $ and $ ;

(d) That and shall take steps to ensure that the restrictions on transfer of stock imposed under the Shareholder Agreement shall be reflected on the stock certificates issued to and as soon as the same is released by Bank;

(e) That there are no pending or threatened action, claim or proceeding affecting the Company before any court, governmental agency or arbitrator which may materially adversely affect the financial condition of the Company nor, to the best of their knowledge, is there any basis for any such actions, claims or proceedings;

(f) That the Company is in compliance with all applicable state, federal and local laws, rules, regulations and orders including, but not limited to, the payment of all taxes;

(g) That the balance sheets of the Company for fiscal year-to-date operations through , and related financial statements, copies of which have been furnished to and which are attached hereto as Exhibit "B", fairly and accurately set forth the financial condition of the Company as at such date and the results of the operations of the Company for the period ended on such dates, all in accordance with generally accepted accounting principles consistently applied, and since , there has been no material adverse change in the financial condition, results of operations, properties, business or prospects of the Company;

(h) That the partnership interest investment reflected on the , Balance Sheet of the Company at a cost of $ was sold and liquidated in and that any bonuses or distributions, if any, to by the Company of such proceeds shall not exceed the proceeds received by the Company from the sale of said partnership investment less $ ;

(i) That the Company does not have any indebtedness or other liabilities outstanding other than those set forth in Exhibit "B" attached hereto and incorporated herein;

(j) That has or is in the process of selling his interest in a restaurant known as .

5. Closing Date. The Closing Date shall be a date mutually agreed to between the parties at least ten (10) days after the satisfaction of all conditions precedent set forth in Paragraph 3 above. At the Closing, all documents shall be executed, stock certificates executed and funds delivered as is necessary to complete such purchase.

6. In the event the conditions precedent set forth in Paragraph 3 cannot be satisfied or in the event the reviews and/or searches to be performed pursuant to Paragraph 3 reveal items not previously known to or which, in the sole judgment of , materially adversely affect the financial condition or results of operations of the Company, 's obligation to purchase hereunder shall immediately terminate and this Agreement shall be null and void.

7. Each party hereto represents and warrants to the other that it has dealt with no broker, finder, or similar agent in connection with this transaction, and that no such commission or compensation to a broker, finder, or similar agent shall be due in connection with this transaction.

8. The parties shall, contemporaneously herewith or hereafter, execute such additional documents as may be reasonably necessary to evidence or effectuate the terms of this Agreement.

9. No action or failure to act by parties hereto shall constitute a waiver of any right or duty afforded them hereunder, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach hereunder, except as may be specifically agreed in writing.

10. This Agreement, and any of its terms, conditions and provisions may be modified, amended, altered, supplemented, added to, canceled or terminated only by mutual agreement in writing signed by all the parties hereto.

11. This Agreement constitutes the entire agreement between the parties and supersedes and replaces any and all other negotiations, conversations, understandings and/or agreements, written, oral, implied or otherwise.

12. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original hereof, but all such multiple counterparts shall constitute but a single instrument.

13. The rights, obligations, guarantees, warranties, representations and agreements set forth in this Agreement shall survive the closing of the sale contemplated by this Agreement and the payment of funds hereunder, shall not be affected by any reviews, audits, and/or searches performed by or on behalf of prior to said closing, and shall be binding on and inure to the benefit of the heirs, personal representatives, successors and assigns of all the parties hereto.

14. If it becomes necessary for any party to enforce this contract by employing an attorney, such party shall be entitled to collect reasonable attorney's fees, and court costs from the non-performing party.

15. This Agreement shall be governed by the laws of the State of Mississippi, notwithstanding the fact that one or more of the parties to this Agreement is now or may hereafter become a resident or citizen of a different state. The invalidity, illegality, or unenforceability of any particular provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid, illegal, or unenforceable provision had been omitted.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth above.