STOCK REPURCHASE AGREEMENT

This Stock Repurchase Agreement (this "Agreement") is entered into on ${input_70_2} (the "Effective Date") by and between ${input_70_5} (the "Corporation"), a ${input_70_6_1}, ${input_70_6_3}, ${input_70_6_4} corporation located at ${input_70_9} and ${input_70_12} (the "Stockholder"), located at ${input_70_13_1}, ${input_70_13_3}, ${input_70_13_4} ${input_70_13_5}. Corporation and Stockholder may be referred to individually as the "Party", or collectively, the "Parties".

RECITALS

WHEREAS, the Stockholder owns ${input_70_16} shares of common stock (herein referred to as "Shares") of the Corporation.

WHEREAS, the the Corporation aspires to repurchase the Shares, pursuant to the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, the parties hereto, with the intent for this Agreement to become legally binding, agree as follows:

SECTION 1:
REPURCHASE AND PAYMENT TERMS

1.01    Repurchase. Subject to the satisfaction of the conditions and terms set forth herein, the Corporation consents and agrees to purchase ${input_70_16} Shares from the Stockholder, and as such the Stockholder herein agrees to sell, transfer, convey and deliver to the Corporation the aforementioned number of Shares for the purchase price equivalent to $ ${input_70_17} per Share.

1.02    Payment. The Corporation agrees to pay a total purchase price of $ ${input_70_20} (the "Purchase Price") for the total number of the aforementioned Shares held by the Stockholder. The Stockholder, upon receipt of the total amount of the purchase price, shall cancel or transfer said number of Shares directly back to the Corporation through the Stockholder's appointed and duly authorized attorney, officer or agent.

SECTION 2:
REPRESENTATION AND WARRANTIES

2.01    Stockholder Representation and Warranties. The Stockholder herein represents and warrants to Corporation as follows:

(a)    Power and Authority. The Stockholder has the power and authority to implement, carry out and convey all aspects of this Agreement, and conclude the transactions that are contemplated hereby.

(b)    Validity and Enforceability. This Agreement and any and all other instruments or documents executed by the Stockholder in correlation herewith have been duly executed by the Stockholder, and constitute valid and legally binding commitments of the Stockholder, enforceable in accordance with their respective terms.

(c)    No Encumbrances. The Stockholder, being the owner of record and possessor of all right, title and interest, both legal and beneficial, certifies and attests that all Shares are free and clear of any and all liens. Upon the delivery of the certificates representing the Shares to be sold by the Stockholder to the Corporation hereunder and payment made pursuant to this Agreement, good, valid and marketable title to said Shares, being free and clear of all liens, encumbrances, equities, claims, liabilities and/or obligations, whether absolute, accrued, contingent or otherwise, will be transferred to the Corporation.

(d)    Knowledge and Access. The Stockholder has knowledge and experience in financial and business matters and has been furnished access to information and documentation regarding the Corporation and it is capable of evaluating the merits and risks of accepting the Purchase Price in exchange for the Shares and the other terms and conditions of this Agreement. The Stockholder has been provided with the opportunity to inquire and receive answers regarding the terms and conditions of this Agreement and to obtain additional information regarding the Corporation's plans and future prospects.

(e)    Accredited Investor Status. The Stockholder is an "accredited investor" pursuant to Rule 501(a) of Regulation D declared under the Securities Act of 1933, as amended.

2.02    Representation and Warranties of the Corporation. The Corporation herein represents and warrants to Stockholder as follows:

(a)    Power and Authority. The Corporation has the power and authority to implement, carry out and convey all aspects of this Agreement, and conclude the transactions that are contemplated hereby.

(b)    Organization and Qualifications. The Corporation is incorporated, duly organized, validly existing and in good standing under the laws of the State of ${input_70_9}.

(c)    Validity and Enforceability. This Agreement and all other instruments or documents executed by the Corporation in regards herewith have been duly executed by the Corporation,
This Agreement and any and all other germane instruments or documents executed by the Stockholder in correlation herewith have been duly executed by the Corporation, and constitute valid and legally binding commitments of the Corporation, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, agreed period of delay or similar laws affecting the enforcement of creditors' rights generally and general principles of equity (whether considered in an action at law or in equity). The terms of this Agreement and the underlying transaction comply with all applicable laws of the United States of America and of any applicable state thereof and no consent, approval, order or authorization of, or registration, qualifications, designation, declaration or filing with, any federal, state or local governmental agency or authority on the part of the Corporation is required in connection with implementation of the repurchase of Shares contemplated by this Agreement.

SECTION 3:
MISCELLANEOUS

3.01    Notices. Both Parties to this Agreement shall provide sufficient notice or communication by certified mail, return receipt requested, to the aforementioned addresses herein listed or to other such address as either Party may have furnished to the other in writing with regards to any notice or communication directly related to this Agreement. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.

3.02    Successors and Assigns. This Agreement shall be legally binding upon and inure to the benefit of the Parties and their respective successors and assigns.

3.03    Entire Agreement. This Agreement contains the entire agreement of the Parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the Parties.

3.04    Amendment. This Agreement may be modified or amended if said modification or amendment is made in writing and signed by both Parties.

3.05    Severability. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as to be limited.

3.06    Governing Law. To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of ${input_70_46} , notwithstanding any choice-of-law or conflicts-of-law rules to the contrary.

The Parties agree that any legal action relating to this Agreement shall be commenced and maintained exclusively before any appropriate state or federal court of record in the State of ${input_70_46} .

3.07    Counterparts. This Agreement may be executed in separate counterparts, either of which, when so executed, shall be deemed to be an original and both of which, when taken together, shall constitute but one and the same agreement.

3.08    Survival. The representation, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement and the implementation of the transactions contemplated hereby, notwithstanding any investigation made by either Party.

3.09    Further Assurances. Each Party shall at any time and from time to time after the date hereof, take whatever actions the other Party or its affiliates or agents reasonably request to effectuate, record, evidence or perfect the transfer of the Shares to the Corporation pursuant to this Agreement or to otherwise effectuate or implement any of the transactions contemplated hereby.

3.10    Waiver. The waiver of any breach or violation of any term or condition hereof shall not affect the validity or enforceability of any other term or condition, nor shall it be deemed a waiver of any subsequent breach or violation of the same term or condition. No waiver of any right or remedy under this Agreement shall be effective unless made in writing and executed by the Party so to be charged. The rights and remedies of the Parties to this Agreement are cumulative and not alternative.

3.11    Effect of Title and Headings. The title of the Agreement and the headings of its Sections are included for convenience and shall not affect the meaning of the Agreement or the Section.

3.12    Attorney's Fees. If any legal proceeding is brought for the enforcement of this Agreement, or because of an alleged breach, default or misrepresentation in connection with any provision of this Agreement or other dispute concerning this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney's fees incurred in connection with such legal proceeding. The term "prevailing party" shall mean the party that is entitled to recover its costs in the proceeding under applicable law, or the party designated as such by the court.

3.12    Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

IN WITNESS WHEREOF , the Parties hereto have caused this Agreement to be executed on the date first written above.

 

Stockholder Representative Signature:
	${input_70_39}
Title of Stockholder Representative:	${input_70_40}
Dated:	${input_70_43}

Corporation Representative Signature:
	${input_70_32}
Title of Corporation Representative:	${input_70_33}
Dated:	${input_70_36}