AGREEMENT made this ___________ day of __________ 199 , by and between [specify seller] (hereinafter referred to as "Seller"); and [specify buyer] (hereinafter referred to as the "Corporation").

W I T N E S S E T H

WHEREAS Seller is hereby selling his ten (10) shares of stock representing his one-half (1/2) stock interest in the Corporation; and

WHEREAS the Corporation is hereby purchasing and redeeming said shares from the Seller; and

WHEREAS Seller is hereby resigning as an officer and Director of the Corporation effective as of [specify date];

NOW, THEREFORE, it is mutually agreed as follows:

FIRST: Seller is hereby selling and transferring back to the Corporation all of Seller's shares of stock in the Corporation, as evidenced by ten (10) shares of common stock, and the Corporation is hereby purchasing same under the terms and conditions set forth in this Agreement.

SECOND: The purchase price is the sum of [specify amount] Dollars, and shall be paid at the rate of [specify rate] Dollars per week over a period of [specify term] consecutive weeks commencing [specify date]. Payments are to be made on Wednesday of each week and includes.findlaw interest at the rate of seven (7%) percent per annum, and are evidenced by a Non-Negotiable Promissory Note being signed and delivered simultaneously herewith.

THIRD: The entire purchase price shall become immediately due and payable upon any of the following occurrences:

1. In the event there is a default in any payment thereunder and such default continues over a period of five (5) days after notice is given to the Corporation of such default;

2. all of the remaining Shareholders of the Corporation sell all or substantially all of the shares of stock owned by them to any third party; or

3. all or substantially all of the assets of the Corporation are sold; or

4. the Corporation is liquidated or substantially liquidated. In the event of a liquidation, the obligation due to Seller shall have priority over any and all liquidating dividends given to Shareholders, as well as any and all accrued bonuses in excess of normal salaries that are made to the existing Shareholders.

FOURTH: Simultaneously herewith the Corporation is assigning to Seller all life insurance policies owned by the Corporation on the life of the Seller. The Corporation shall sign any and all further documents that may be required by the life insurance companies to effectuate the transfer of said policies including any Cash Surrender Value which may have accumulated.

FIFTH: Simultaneously herewith Seller is signing and delivering back to the Corporation a Stock Certificate for ten (10) shares, duly endorsed in blank for transfer.

SIXTH: Seller warrants and represents as follows:

1. Stock sold hereby is fully paid for, non-assessable and is owned by Seller free and clear of any liens and encumbrances of any nature whatsoever.

2. Seller hereby waives any and all dividends, interests, increments and claims which may be due him from the Corporation from the shares of stock being sold hereby.

3. Seller has incurred no liabilities, obligations or commitments of any nature, kind or description on behalf of the Corporation, except such liabilities or commitments which may be listed on the books and records of the Corporation.

SEVENTH: Seller is hereby resigning as an officer and Director of the Corporation effective [specify date]. However, Seller shall continue to remain as an employee of the Corporation under a separate Employment Agreement. General Releases are being signed simultaneously herewith between Seller, the Corporation, and Seller is hereby released from all personal liability he may have incurred on behalf of the Corporation.

EIGHTH: The parties hereto agree that all contracts heretofore existing between them, or all contracts which may be construed as continuing to exist in the future between them, either orally or in writing, of whatsoever kind, nature and description, hereinafter or by operation of law (except this Agreement and any other Agreement being signed simultaneously herewith), are hereby cancelled and declared null and void between the within parties and are of no effect.

NINTH: Each and all of the covenants and conditions of this Agreement shall be binding and inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns, and shall not be changed or modified except in writing, signed by each of the parties hereto.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day, month and year first above written.

NON-NEGOTIABLE PROMISSORY NOTE

FOR GOOD AND VALUABLE CONSIDERATION, the undersigned agrees to pay to the order of [specify] at such place or places as may be designated by [specify] the sum of [specify amount] Dollars, payable at the rate of [specify rate] Dollars per week, on the Friday of each and every week commencing [specify date] for a period of five hundred (500) consecutive weeks thereafter. Said sum includes.findlaw interest at the rate of seven (7%) percent per annum.

This Note is being paid pursuant to a Stock Purchase Agreement being signed simultaneously herewith, and in the event there is a default in any of the payments hereunder as set forth in Article "THIRD" of said Stock Purchase Agreement, then and in such event interest shall accrue on the unpaid balance thereof as of date of default at the rate of one (1%) percent per month, and the maker hereof agrees to pay all costs of collection including, but not limited to, reasonable attorneys' fees.