STOCKHOLDERS REDEMPTION AGREEMENT

Agreement made this _____________ day of _____________________, (year) , ____ 
between _____________________________________, a corporation incorporated under the laws of the State of __________________________________ with its principal place 
of business at: _____________________________________ (hereinafter "Corporation") and  ________________________________________ (hereinafter "Stockholder").

RECITALS:

A.    Stockholder is the owner of __________ shares of the common stock of Corporation.

B.    Corporation desires to redeem all of said shares upon the terms and conditions set forth below.

C.    Stockholder is willing that said shares be redeemed on the terms and conditions set forth below.

D.    Stockholder desires that such redemption shall be accorded capital gains, rather than ordinary income treatment, under the rules imposed by the Internal Revenue Code, as implemented by the regulations adopted pursuant thereto.

E.     It is necessary that all the shares held by the Stockholder shall be redeemed, and that certain other conditions be met in order for Stockholder to be entitled said income tax benefits.

        In consideration of the mutual covenants and agreements herein contained, the parties mutually agree to the following:

1.     PAYMENT TO STOCKHOLDER.  On the aforesaid date, Corporation will pay to stockholder the sum of ________________ Dollars ($______ ) for said shares of the common capital stock of Corporation.

2.     SURRENDER OF CERTIFICATES.  On the aforesaid date, Stockholder will surrender to Corporation the certificates representing all such shares of stock, which certificates shall be duly endorsed.

3.     RESIGNATION OF STOCKHOLDER.  Stockholder hereby tenders his resignation as director, officer, and employee of Corporation, all of which resignations shall be presented to the Board of Directors of Corporation and which shall be effective immediately upon the execution of this agreement.

4.     LIMITATIONS ON STOCKHOLDER AFTER TERMINATION.  Stockholder will not acquire any stock, other than by gift, bequest, or inheritance, in corporation within years from the date hereof, nor will stockholder be a director or otherwise employed in any corporation within that period.
       
	 IN WITNESS HEREOF, the parties have executed this agreement on the day and year first above written.

        _________________________________	_____________________________
        Witness                                                             Stockholder
        
        ________________________________	_____________________________
        Witness                                                             Stockholder
     
        By: _____________________________          Title: ________________________