This Agreement is entered into this day by and among [CORPORATION'S NAME], a [STATE] corporation ("Corporation"), [SHAREHOLDER #1], [SHAREHOLDER #2], [SHAREHOLDER #3], and [SHAREHOLDER #4] (collectively referred to herein as "Shareholders").

WHEREAS, the Corporation and the Shareholders previously entered into a Share Purchase and Security Agreement ("Share Agreement") on [DATE]; and

WHEREAS, the Corporation intends to attempt to sell additional shares of its common stock by means of a private placement offering to additional shareholders; and

WHEREAS, the Corporation and the Shareholders believe that it is in the best interest of the Corporation and its Shareholders to raise additional capital through the private sale of its common stock to additional shareholders; and

WHEREAS, the parties all now wish that the Share Agreement be terminated effective immediately in order to offer such additional shares.

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

1. The Share Purchase and Security Agreement executed by the Corporation and the Shareholders on [DATE] is hereby terminated effective immediately, pursuant to Section [NUMBER] of said Share Agreement.

2. Each Shareholder shall surrender to the Corporation such Shareholder's certificate(s) representing such Shareholder's common stock in the Corporation and the Corporation shall issue to such Shareholder a certificate for an equal number of shares without the endorsement set forth in Section [NUMBER] of the Share Agreement.

Date:

[CORPORATION'S NAME]

[STATE] corporation

by: [OFFICER'S NAME & TITLE] [SHAREHOLDER #1], Individually

by:

[OFFICER'S NAME & TITLE] [SHAREHOLDER #2], Individually

[SHAREHOLDER #3], Individually [SHAREHOLDER #4], Individually