STOCK PURCHASE AGREEMENT

	THIS AGREEMENT made this ________________________by and between ________________________ ("Seller") and ________________________ 
("Seller") 				("Purchaser").
WITNESSETH
	WHEREAS, Seller is currently the owner of ________________________ percent of the shares of ________________________ (the "Corporation"), a ________________________ corporation, located in ________________________, ________________________; and 
	WHEREAS, Seller now desires to sell, and Purchaser desires to purchase, Seller's entire ________________________ percent interest in the Corporation;
	NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, and other good and valuable consideration the sufficiency of which is hereby acknowledged, it is hereby agreed by and between the parties hereto as follows:
	1.	Purchaser shall purchase and Seller shall sell, assign, and transfer, free and clear of all liens, encumbrances and liabilities, Seller's ________________________ percent interest in the Corporation, said ________________________ percent interest consisting of ________________________ shares of the common stock of the Corporation.
	2.	Purchaser shall pay as the purchase price for the foregoing shares the sum of ________________________payable as follows:
		a.	The sum of ________________________in cash at closing.
		b.	Purchaser's Promissory Note in the original principal amount ________________________ in substantially the form attached hereto as Exhibit A which Note shall be secured upon usual and customary terms by a pledge of the shares of the Corporation sold hereunder.
	3.	The actions to be taken by the parties to close this transaction shall take place on or before ________________________ (the "Closing Date").  At the closing, in addition to any cash due at that time, Purchaser shall deliver to Seller a fully executed Promissory Note in substantially the form attached hereto as Exhibit A and a Stock Pledge Agreement or Security Agreement in substantially the form attached hereto as Exhibit B.  The delivery of the aforementioned items shall be made against delivery to Purchaser of Seller's shares hereinabove described properly endorsed over to Purchaser.
	4.	(a)	Seller agrees to indemnify and hold Purchaser harmless against any and all liabilities, directly or indirectly, whether accrued, absolute, contingent, or otherwise, damages, losses, claims, costs and expenses (including attorney's fees) arising out of or resulting from actions against Purchaser but arising out of Seller's operation of the Corporation prior to the Closing Date and against all actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including attorney's fees) connected therewith.  Purchaser will promptly notify Seller in writing of any claim upon receipt thereof, including copies of all documents received by Purchaser in connection with such claims, made by third parties against Purchaser with respect to any of the foregoing and afford Seller an opportunity to defend, at Seller's expense, against same.
		(b)	Purchaser hereby agrees to indemnify and hold Seller harmless against any and all liabilities, directly or indirectly, whether accrued, absolute, contingent, or otherwise, damages, losses, claims, costs and expenses (including attorney's fees) arising out of or resulting from any acts, breach of warranty or misrepresentation by Purchaser, or the non-performance of any covenant or obligation to be performed on the part of Purchaser under this Agreement.  Seller will promptly notify Purchaser in writing of any claim upon receipt thereof, including copies of all documents received by Seller in connection with such claims, made by third parties against Seller with respect to any of the foregoing and afford Purchaser an opportunity to defend, at Purchaser's expense, against same.
	5.	The parties hereto agree, upon request, to make and deliver or cause to be made and delivered such additional instruments as may be reasonably necessary for the purpose of carrying out this Agreement and completing the transfer provided herein. 
	6.	This Agreement shall be binding upon the heirs, personal representatives, successors, and assigns of the parties.  
	7.	This Agreement and any accompanying instruments and documents constitute the entire transaction between the parties and supercede any prior oral or written agreements between them and there are no representations, warranties, covenants or conditions which shall be binding upon the parties hereto or which shall have any force or effect except those specified herein or in accompanying instruments and documents. 
	8.	This Agreement may not be amended except in writing signed by the party to be charged therewith.
	9.	All covenants, warranties and representations herein shall survive this Agreement and the Closing Date.
	10.	This Agreement shall be governed in all respects by the laws of the State of ________________________.
	11.	This agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.  
	IN WITNESS WHEREOF, and by authority duly given, the parties hereto have set their hands and seals, the date and place first above written.

	________________________________(SEAL)
	________________________________ Seller

	________________________________(SEAL)
	________________________________ Seller