Stock Purchase Agreement

THIS AGREEMENT is made and entered into this _(1)_ day of
________(2)_______, 20_(3)_, by and between
_________(4)_________, (hereinafter referred to as "Seller")
and ________(5)___________, (hereinafter referred to as

W I T N E S S E T H:

WHEREAS, the Seller is the record owner and holder of the
issued and outstanding shares of the capital stock of
____(6)____, (hereinafter referred to as the "Corporation"), a
___(7)___ corporation, which Corporation has issued capital
stock of _(8)_ shares of $___(9)___ par value common stock,

WHEREAS, the Purchaser desires to purchase said stock and the
Seller desires to sell said stock, upon the terms and subject
to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement, and in order to
consummate the purchase and the sale of the Corporation's
Stock aforementioned, it is hereby agreed as follows:


Subject to the terms and conditions hereinafter set forth, at
the closing of the transaction contemplated hereby, the Seller
shall sell, convey, transfer, and deliver to the Purchaser
certificates representing such stock, and the Purchaser shall
purchase from the Seller the Corporation's Stock in
consideration of the purchase price set forth in this
Agreement. The certificates representing the Corporation's
Stock shall be duly endorsed for transfer or accompanied by
appropriate stock transfer powers duly executed in blank, in
either case with signatures guaranteed in the customary
fashion, and shall have all the necessary documentary transfer
tax stamps affixed thereto at the expense of the Seller.

The closing of the transactions contemplated by this Agreement
(the "Closing"), shall be held at ________(10)_________, on
______(11)______, at ______(12)______, or such other place,
date and time as the parties hereto may otherwise agree.


The total consideration and method of payment thereof are
fully set out in Exhibit "A" attached hereto and made a part


Seller hereby warrants and represents:

(a)  Organization and Standing. Corporation is a corporation
duly organized, validly existing and in good standing under
the laws of the State of ____(13)____ and has the corporate
power and authority to carry on its business as it is now
being conducted.

(b)  Restrictions on Stock.

i.   The Seller is not a party to any agreement, written or
oral, creating rights in respect to the Corporation's Stock in
any third person or relating to the voting of the
Corporation's Stock.

ii.  Seller is the lawful owner of the Stock, free and clear
of all security interests, liens, encumbrances, equities and
other charges.

iii. There are no existing warrants, options, stock purchase
agreements, redemption agreements, restrictions of any nature,
calls or rights to subscribe of any character relating to the
stock, nor are there any securities convertible into such


Seller and Purchaser hereby represent and warrant that there
has been no act or omission by Seller, Purchaser or the
Corporation which would give rise to any valid claim against
any of the parties hereto for a brokerage commission, finder's
fee, or other like payment in connection with the transactions
contemplated hereby.


(a) Entire Agreement.

This Agreement (including the exhibits hereto and any written
amendments hereof executed by the parties) constitutes the
entire Agreement and supersedes all prior agreements and
understandings, oral and written, between the parties hereto
with respect to the subject matter hereof.

(b) Sections and Other Headings.

The section and other headings contained in this Agreement are
for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.

(c) Governing Law.

This agreement, and all transactions contemplated hereby,
shall be governed by, construed and enforced in accordance
with the laws of the State of ____(14)_____. The parties
herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter
jurisdiction located in ______(15)____ County, State of
___(16)____. In the event that litigation results from or
arises out of this Agreement or the performance thereof, the
parties agree to reimburse the prevailing party's reasonable
attorney's fees, court costs, and all other expenses, whether
or not taxable by the court as costs, in addition to any other
relief to which the prevailing party may be entitled.

IN WITNESS WHEREOF, this Agreement has been executed by each
of the individual parties hereto on the date first above

Signed, sealed and delivered in the presence of:

___________(17)_____________   ____________(18)_____________


___________(17)_____________   ____________(19)_____________




(a)  Consideration.

As total consideration for the purchase and sale of the
Corporation's Stock, pursuant to this Agreement, the Purchaser
shall pay to the Seller the sum of _______(20)_______ Dollars
($__________), such total consideration to be referred to in
this Agreement as the "Purchase Price".

(b)  Payment.

The Purchase Price shall be paid as follows:

i.   The sum of ______(21)_______ Dollars ($_________) to be
delivered to Seller upon the execution of this Agreement.

ii.  The sum of ______(22)_______ Dollars ($_________) to be
delivered to Seller at Closing.


The information in this document is designed to provide an outline that you can follow when formulating business or personal plans. Due to the variances of many local, city, county and state laws, we recommend that you seek professional legal counseling before entering into any contract or agreement.

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