notice of adverse claims within the meaning of the Uniform Commercial Code of the State of _________, the sale by each Seller of the shares of Common Stock owned by him, her, or it pursuant to this Agreement will transfer to Buyer good title to those shares of Common Stock, free and clear of all liens, claims, charges, restrictions, equities or encumbrances of any kind; and

(vi) Seller's counsel knows of no litigation, proceeding or investigation pending or threatened against any of the Sellers which questions the validity of this Agreement or any action taken or to be taken by any of the Sellers under this Agreement.

3.2. Documents and Funds To Be Delivered by Buyer to Each of the Sellers. At the Closing, Buyer will deliver to each of the Sellers:

(A) a certified or bank cashier's check payable in New York Clearing House funds to the order of that Seller in the amount set forth opposite that Seller's name on the attached Schedule A, or, if that Seller so directs, Buyer shall transfer that amount by transfer of immediately available funds to such account at such bank as that Seller shall designate; and

(B) an opinion, dated the Closing Date, of _________, counsel for Buyer, in form and substance satisfactory to _________, counsel for the Sellers, to the effect that:

(i) Buyer has all necessary corporate power and authority to execute and deliver this Agreement;

(ii) This Agreement has been duly authorized, executed and delivered by Buyer and is a valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except (a) as the Agreement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other laws or equitable principles relating to or affecting the enforcement of creditors' rights and (b) that the granting of specific performance is subject to the discretion of a court of equity;

(iii) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement will not violate the Certificate of Incorporation or Bylaws of Buyer or result in any breach of any contract or agreement known to Buyer's counsel to which Buyer is a party or by which Buyer is bound; and

(iv) Buyer's counsel knows of no litigation, proceeding or investigation pending or threatened against Buyer which questions the validity of this Agreement or any action taken or to be taken by Buyer under this Agreement.

3.3. Form and Substance of Documents. The documents and instruments referred to in Sections 3.1 and 3.2 shall be in form and substance satisfactory to counsel for the party to whom they are delivered.

4. Representations and Warranties by Each of the Sellers. Each of the Sellers severally represents and warrants to Buyer as follows:

4.1. Stock Ownership. The Seller owns all of the shares of Common Stock set forth opposite that Seller's name on the attached Schedule A, which constitute all of the outstanding shares of capital stock of the Company owned by that Seller, free and clear of all liens, claims, charges, restrictions, equities and encumbrances of any kind. The Seller has full power and the legal right to sell, assign, transfer and deliver to Buyer the stock described in this paragraph.

4.2. Authorization of Agreement; No Violation. The Seller has all necessary corporate or other power and authority to execute, deliver and perform this Agreement and to consummate the sale of the shares of Common Stock owned by that Seller and the other transactions contemplated by this Agreement. This Agreement has been duly executed by or on behalf of that Seller and constitutes the legal, valid and binding obligation of that Seller, enforceable against that Seller in accordance with its terms.

Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions provided for in this Agreement (i) will violate the Certificate of Incorporation or Bylaws, if any, of that Seller or any law, rule or regulation applicable to that Seller; (ii) will result in any breach of or default under any provision of any contract or agreement of any kind to which that Seller is a party or by which that Seller is bound or to which any property or asset of that Seller is subject; (iii) is prohibited by or, except for the filing with the Securities and Exchange Commission (the "SEC") of a Form 4 and an amendment to that Seller's Schedule 13D, requires that Seller to obtain or make any consent, authorization, approval, registration or filing under any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental

agency, board, bureau, body, department or authority, or of any other person; (iv) will cause any acceleration of maturity of any note, instrument or other obligation to which that Seller is a party or by which that Seller is bound or with respect to which that Seller is an obligor or guarantor; or (v) will result in the creation or imposition of any lien, claim, charge, restriction, equity or encumbrance of any kind whatever upon or give to any other person any interest or right (including any right of termination or cancellation) in or with respect to any of the properties, assets, business, agreements or contracts of that Seller.

4.3. Litigation. There are no actions, suits, proceedings or investigations, either at law or in equity, or before any commission or other administrative authority in any United States or foreign jurisdiction, of any kind now pending or, to the best of that Seller's knowledge, threatened against that Seller that (i) question the validity of this Agreement or (ii) seek to delay, prohibit or restrict in any manner any action taken or to be taken by that Seller under this Agreement.

4.4. Brokers. All negotiations relative to this Agreement and the transactions contemplated by it have been carried on by that Seller directly with Buyer and without the intervention of any other person and in a manner as not to give rise to any valid claim against any of the parties for any finder's fee, brokerage commission or like payment.

4.5. No Untrue Statements. No statement by that Seller contained in this Agreement and no written statement contained in any certificate, schedule or other document required to be furnished by that Seller to Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements not misleading.

4.6. Acknowledgments by Seller. That Seller acknowledges that he, she, or it has, and has had, access to all information pertinent to the business, financial condition, operations, affairs and prospects of the Company and its subsidiaries that he, she, or it requires or that any reasonably prudent seller of the shares of the Common Stock set forth opposite that Seller's name on Schedule A would require. That Seller further acknowledges that the Seller has had the benefit of financial and legal advisors with respect to this Agreement and that the Seller is not relying on Buyer or any person on behalf of or retained by Buyer for any disclosure of information with respect to the Company and its subsidiaries. Nothing in this Section 4.6 shall be a defense to or mitigation of any breach by Buyer of its representations and warranties contained in Section 5 of this Agreement.

5. Representations and Warranties by Buyer. Buyer represents and warrants to each of the Sellers as follows:

5.1. Corporate Power. Buyer is a corporation validly existing and in good standing under the laws of the State of _________ and has the corporate power to carry on its business as now being conducted and to acquire the shares of Common Stock set forth on the attached Schedule A.

5.2. Authorization of Agreement; No Violation. Buyer has all necessary corporate power and authority to execute, deliver and perform this Agreement. Buyer's Board of Directors has duly authorized the execution, delivery and performance of this Agreement and the consummation of the purchase of the shares of Common Stock to be purchased by it under this Agreement and the other transactions contemplated by this Agreement. This Agreement has been duly executed by or on behalf of Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions provided for in this Agreement (i) will violate or conflict with any provision of Buyer's Certificate of Incorporation or Bylaws or any law, rule or regulation applicable to Buyer; (ii) will result in any breach of or default under any provision of any contract or agreement of any kind to which Buyer is a party or by which Buyer is bound or to which any property or asset of Buyer is subject; (iii) is prohibited by or, except for the filing of a Form 10-C with the SEC and the National Association of Securities Dealers, Inc., requires Buyer to obtain or make any consent, authorization, approval, registration or filing under any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority, or of any other person; (iv) will cause any acceleration of maturity of any note,

instrument or other obligation to which Buyer is a party or by which Buyer is bound or with respect to which Buyer is an obligor or guarantor; or (v) will result in the creation or imposition of any lien, claim, charge, restriction, equity or encumbrance of any kind whatever upon or give to any other person any interest or right (including any right of termination or cancellation) in or with respect to any of the properties, assets, business, agreements or contracts of Buyer.

5.3. Litigation. There are no actions, suits, proceedings or investigations, either at law or in equity, or before any commission or other administrative authority in any United States or foreign jurisdiction, of any kind now pending or, to the best of Buyer's knowledge, threatened against Buyer, that (i) question the validity of this Agreement or (ii) seek to delay, prohibit or restrict in any manner any action taken or to be taken by Buyer under this Agreement.

5.4. Brokers. All negotiations relative to this Agreement and the transactions contemplated by it have been carried on by Buyer directly with each Seller and without the intervention of any other person and in a manner as not to give rise to any valid claim against any of the parties for any finder's fee, brokerage commission or like payment.

5.5. No Untrue Statements. No statement by Buyer contained in this Agreement and no written statement contained in any certificate, Schedule or other document required to be furnished by Buyer to any Seller pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements not misleading.

6. Survival of Representations and Warranties; Indemnification.

6.1. Survival of Representations and Warranties. All representations and warranties contained in this Agreement, any Schedule and any certificate delivered at the Closing of any of the Sellers or Buyer shall be deemed to have been relied upon in spite of any investigation that has been or will be made or omitted by any party to this Agreement and shall survive the Closing to the extent provided in this Section 6.

6.2. Seller's Indemnification Obligations. Subject to the terms and conditions of this Section 6, each of the Sellers severally but not jointly agrees to indemnify and hold Buyer harmless against and in respect of:

(A) any and all losses, liabilities, damages or expenses (including legal fees and expenses) relating to or arising out of any misrepresentation or breach of warranty of that Seller contained in this Agreement or in any statement or certificate delivered by that Seller; and

(B) any and all losses, liabilities, damages or expenses (including legal fees and expenses) relating to or arising out of any breach of any covenant of that Seller contained in this Agreement.

6.3. Buyer's Indemnification Obligations. Subject to the terms and conditions of this Section 6, Buyer agrees to indemnify and hold each of the Sellers harmless against and in respect of:

(A) any and all losses, liabilities, damages or expenses (including legal fees and expenses) relating to or arising out of any misrepresentation or breach of warranty of Buyer contained in this Agreement or in any statement or certificate delivered by Buyer;

(B) any and all losses, liabilities, damages or expenses (including legal fees and expenses) relating to or arising out of any breach of any covenant of Buyer contained in this Agreement; and

(C) any and all losses, liabilities, damages or expenses (including legal fees and expenses) relating to or arising out of the purchase by Buyer from Sellers of the shares of Common Stock set forth on the attached Schedule A (it being understood that in no event shall Buyer indemnify any Seller for any losses suffered or taxes payable in respect of profits realized upon the sale by such Seller of his, her, or its shares of Common Stock).

6.4. Procedure for Indemnification Claims. The respective indemnification obligations of each of the Sellers and Buyer pursuant to Sections 6.2 and 6.3 shall be conditioned upon compliance by that Seller and Buyer with the following procedures for indemnification claims based upon or arising out of any claim, action or proceeding by any person not a party to this Agreement:

(A) If at any time a claim shall be made, or an action or proceeding shall be commenced, against a party to this Agreement (the "Aggrieved Party") which could result in liability of the other party (the "Indemnifying Party") under its indemnification obligations under this Agreement, the Aggrieved Party shall give to the Indemnifying Party notice of that claim, action or proceeding within 15 days following its commencement (except that failure to give that notice shall not excuse the Indemnifying Party except to the extent that it is materially prejudiced by that failure). The notice shall state the basis for the claim, action or proceeding and the amount claimed, (to the extent that amount is determinable at the time when the notice is given) and shall permit the Indemnifying Party to assume the defense of any such claim, action or proceeding (including any action or proceeding resulting from any such claim) with counsel which is reasonably acceptable to the Aggrieved Party. Failure by the Indemnifying Party to notify the Aggrieved Party of his, her, or its election to defend the claim, action or proceeding within a reasonable time, but in no event more than 15 days after the notice shall have been given to the Indemnifying Party, shall be deemed a waiver by the Indemnifying Party of his, her, or its right to defend the claim, action or proceeding; provided, however, that the Indemnifying Party shall not be deemed to have waived the right to contest and defend against any claim of the Aggrieved Party for indemnification under this Agreement based upon or arising out of that claim, action or proceeding;

(B) If the Indemnifying Party assumes the defense of any such claim, action or proceeding, the obligation of the Indemnifying Party as to that claim, action or proceeding shall be limited to taking all steps necessary in the defense or settlement of it and, provided the Indemnifying Party is held to be liable for indemnification under this Agreement, to holding the Aggrieved Party harmless from and against any and all losses, damages and liabilities caused by or arising out of any settlement approved by the Indemnifying Party or any judgment or award rendered in connection with that claim, action or proceeding. The Aggrieved Party may participate, at his, her, or its expense, in the defense of that claim, action or proceeding provided that the Indemnifying Party shall direct and control the defense of that claim, action or proceeding. The Aggrieved Party agrees to cooperate and make available to the Indemnifying Party all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of the claim, action or proceeding, enter into any settlement without the prior written consent of the Aggrieved Party, which consent shall not be unreasonably withheld;

(C) If the Indemnifying Party does not assume or proceed with the vigorous defense of any such claim, action or proceeding, the Aggrieved Party may, at the risk, cost and expense of the Indemnifying Party, defend against the claim, action or proceeding in a manner as he, she, or it may deem appropriate. The Indemnifying Party agrees to cooperate and make available to the Aggrieved Party all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with the defense. The Aggrieved Party shall not, in the defense of any such claim, action or proceeding, enter into any settlement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

7. Standstill. Each Seller severally (but not jointly) agrees that for a period of three years commencing on the Closing Date he, she, or it will not:

(A) be or become the beneficial owner (as determined pursuant to Section 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of (i) a number of shares of the Common Stock of the Company which exceeds the lesser of 100,000 shares or 4.9% of the then-outstanding shares of the Common Stock of the Company; or (ii) of any shares of the Common Stock of the Company which are purchased other than solely for passive investment purposes;

(B) without the prior approval of the Board of Directors of the Company, solicit or encourage any person to propose a business combination or similar transaction with, or a change of control of, the Company or to make a tender offer for shares of the Common Stock of the Company;

(C) publicly (or in a manner requiring the Company to disclose publicly) (i) propose any business combination or similar transaction with, or a change of control of, the Company; (ii) make or propose a tender offer for shares of the Common Stock of the Company; (iii) otherwise act to seek control of or influence the Board of Directors of the Company or the management, policies or affairs of the Company; or (iv) propose any amendment to or waiver under this Agreement;

(D) directly or indirectly solicit proxies or encourage any other person to solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A promulgated under the Exchange Act) in opposition to the recommendation of the Board of Directors of the Company with respect to the election of directors of the Company or any other matter; or

(E) directly or indirectly join or encourage the formation of a partnership, limited partnership, syndicate or other group (within the meaning of Section 13(d)(3) of the Exchange Act), or otherwise act in concert with any other person, for the purpose of affecting control of the Company or acquiring, holding, voting or disposing of shares of the Common Stock of the Company.

Without limiting the right of Buyer to pursue all other legal and equitable rights available to it for violation of this Section by any Seller, each Seller acknowledges that Buyer shall be entitled to injunctive relief to prevent any violation or continuing violation of this Section because other remedies cannot fully compensate Buyer for such violations. If in any action before any court or agency legally empowered to enforce this Section any term, restriction or covenant is found to be unreasonable or for any reason unenforceable, then that term, restriction or covenant shall be deemed modified to the extent necessary to make it enforceable. Each Seller acknowledges that the provisions of this Section are reasonable and necessary for the protection of Buyer.

8. Miscellaneous.

8.1. Assurance of Further Action. From time to time after the Closing and without further consideration, each of the parties to this Agreement shall execute and deliver, or cause to be executed and delivered, such further instruments and agreements, and shall take such other actions, as any other party may reasonably request in order to more effectively effectuate the transactions contemplated by this Agreement.

8.2. Expenses. Whether or not the Closing is consummated, each of the parties will pay all of his, her, or its own legal and accounting fees and other expenses incurred in the preparation of this Agreement and the performance of the terms and provisions of this Agreement.

8.3. Waiver. The parties to this Agreement may by written agreement (i) extend the time for or waive or modify the performance of any of the obligations or other acts of the parties to this Agreement or (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement.

8.4. Notices. All notices, requests or other communications under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed by overnight courier or by first class certified mail, postage prepaid, addressed as follows: if to Buyer, to _________, Attention: President (with a copy to _________[name and address of Buyer's counsel]); if to any of the Sellers, to the address set forth opposite his, her, or its name on the attached Schedule A (with a copy to _________[name and address of Sellers' head counsel]); or to some other address as may have been furnished in writing to the party giving the notice by the party to whom notice is to be given.

8.5. Entire Agreement. This Agreement embodies the entire agreement among the parties and there have been and are no agreements, representations or warranties, oral or written, among the parties other than those set forth or provided for in this Agreement. This Agreement may not be modified or changed, in whole or in part, except by a supplemental agreement signed by each of the parties.

8.6. Rights Under This Agreement; Nonassignability. This Agreement shall bind and inure to the benefit of the parties to this Agreement and their respective heirs, legal representatives, successors and permitted assigns, but shall not be assignable by any party without the prior written consent of the other parties. Nothing contained in this Agreement is intended to confer upon any person, other than the parties to this Agreement and their respective heirs, legal representatives, successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

8.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of _________ without reference to the conflicts of laws principles of that State.

8.8. Headings; References to Sections and Schedules. The headings of the Sections, paragraphs and subparagraphs of this Agreement are solely for convenience of reference and shall not limit or otherwise affect

the meaning of any of the terms or provisions of this Agreement. The references in this Agreement to Sections and Schedules, unless otherwise indicated, are references to sections of and schedules to this Agreement.

8.9. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but which together constitute one and the same instrument.

In Witness, the parties have duly executed this Agreement on _________[date] as of the date first above written.

[Signatures]