Stock Sale and Purchase Agreement

STOCK SALE AND PURCHASE AGREEMENT

This STOCK SALE AND PURCHASE AGREEMENT (this “Agreement”) is made by

and between ___________________________ (the “Seller”) and

____________________________ (the “Buyer”). The Seller and the Buyer are also referred to

herein individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

the Parties desire to set forth the terms and conditions governing the purchase and sale of the

Shares.

NOW, THEREFORE, for and in consideration of the premises, the mutual agreements

and covenants herein contained, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Agreement to Sell and Purchase the Shares. In consideration of, and in express

reliance upon, the representations and warranties of the Seller and the Buyer in this Agreement,

the Seller hereby agrees to irrevocably transfer and convey the Shares to the Buyer, and the Buyer

the Seller has surrendered to the Company's transfer agent (the “Transfer Agent”) the certificate

representing the Shares, and has directed the Transfer Agent to issue a new certificate

representing the Shares to be registered in the name of the Buyer.

3. Representations and Warranties of Seller. The Seller represents and warrants to

the Buyer as follows:

(a) The Seller has good, valid and marketable title to the Shares free and

clear of all mortgages, liens, pledges, security interests, charges, claims and other encumbrances

and defects of title of any nature whatsoever.

the Seller as follows:

(a) No person has any right or other claim against the Buyer for any

commission, fee or other compensation as a finder or broker in connection with the transaction

contemplated by this Agreement.