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Share Purchase Agreement

THIS SHARE PURCHASE AGREEMENT (this "Agreement") dated this _________________ day of _______________________, 20___________ by and between ______________________________, of _____________________________________________________ (the �Purchaser�) and _______________________________, of _____________________________________________ (the �Seller�).

WHEREAS the Seller is the registered and beneficial owner of ___________________________ number of equity shares (the �Purchased Shares�) in the capital stock of _____________________________ (the �Corporation�);

AND WHEREAS the Seller is desirous of selling to the Purchaser and the Purchaser agrees to purchase from the Seller the said Purchased Shares in accordance with the terms and conditions of this Agreement;

THIS AGREEMENT WITNESSES that in consideration of the covenants, agreements, warranties and payments herein set out and provided for, the parties hereto covenant and agree as follows:

1.����������� Purchase of Shares

Subject to the terms and conditions hereof and in consideration for the payment of the consideration, the Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Seller the Purchased Shares.

2.����������� Purchase Price

The purchase price payable by the Purchaser to the Seller for the Purchased Shares shall be $ ___________________________. The said purchase price shall be payable on closing by certified check.

3.����������� Representations and Warranties of the Seller

The Seller covenants, represents and warrants as follows:

(a)��������� The Seller is a limited liability company duly organised, validly existing, and in good standing under the laws of _____________________ and is duly qualified and licensed to do business;

(b)��������� the Seller has full corporate power and authority to enter into this Agreement and to take any action and execute any documents required by the terms hereof;

(c)���������� this Agreement, entered into, have been be duly authorised by all necessary corporate proceedings, have been duly and validly executed and delivered by the Seller, and this Agreement creates a binding obligation of the Seller, enforceable in accordance with the terms hereof;

(d) �������� neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction (including, without limitation, any judgement, order, injunction, decree or ruling of any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which the Seller is now a party, or by which the Seller or any of the Seller's property is bound, nor does such execution, delivery, consummation or compliance violate or result in the violation of the Seller's Certificate of Incorporation, Memorandum and Articles of Incorporation;

(e)��������� the Seller has the legal capacity to enter into and perform this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms;

(f) ��������� the Purchased Shares are legally owned by the Seller free from all Liens, and the Seller is entitled to sell and transfer to Purchaser the ownership of the Purchased Shares in accordance with the terms of this Agreement.

4.����������� REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to the Seller as follows:

(a)� ������� it is duly organised and validly existing under the laws of ___________________, and has full power and authority to enter into this Agreement and to perform its obligations under the Agreement; and

(b) �������� the execution and delivery of this Agreement and the performance by Purchaser of its obligations under this Agreement has been duly and validly authorised by all necessary corporate action on the part of it. This Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable against it in accordance with its terms.

5.����������� Indemnification

In the event Seller breaches or is deemed to have breached any of the representations and warranties contained in this Agreement, or fails to perform or comply with any of the covenants and obligations set forth in this Agreement, Seller shall hold harmless, indemnify and defend Buyer, and each of its directors, officers, shareholders, attorneys, representatives and agents, from and against any damages incurred or paid by Buyer to the extent such damages arise or result from a breach by Seller of any such representations or warranties or a violation of any covenant in this Agreement.

6.����������� Closing

The closing of the sale shall take place at _____________________ on _____________________ (the �Closing Date�) at the address of the Purchaser.

7.����������� Additional Documents

Each of the parties hereto will from time to time at the other�s request and expense and without further consideration, execute and deliver such other instruments of transfer, conveyance and assignment and take such further action as the other may require to more effectively complete any matter provided for herein.

8.����������� Notices

Any notice, direction or instrument required or permitted to be given to the Seller or the Purchaser hereunder shall be in writing and may be given by mailing the same postage prepaid or delivering the same addressed to the Seller or the Purchaser at the address first above mentioned. Any notice, direction or other instrument aforesaid, if delivered shall be deemed to have been given or made on the date on which it was delivered or it mailed shall be deemed to have been given or made on the third business day following the day on which it was mailed. The Parties may change their addresses for service from time to time by notice given in accordance with the foregoing.

9.����������� Entire Agreement

This Agreement, including the Schedules hereto, constitutes the entire agreement between the parties hereto. There are not and shall not be any verbal statements, representations, warranties, undertakings or agreements between the parties and this Agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto.

10.��������� Governing Law

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of __________________________.

11.��������� Successors & Assigns

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal personal representatives, successors and assigns.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

SELLER

�______________________________

BUYER

____________________________

Witness

_____________________________

Witness

_____________________________