Share and Shareholders Loan

Purchase Agreement
THIS AGREEMENT made as of [Date (ie. July 31, 2002)]

B E T W E E N:

[NAME OF BUYER], of [Address of Buyer]

(the “Buyer”)

- and -

[NAME OF SELLER], of [Address of Seller]

(the “Seller”)

WHEREAS:

(A) The Seller is the registered and beneficial owner of [Number of Shares Being Sold (ie.
10,000)] of the issued and outstanding [Type of Shares (ie. Common, Preference, Class
A, etc.)] shares (the “Purchased Shares”) in the capital stock of [Name of Corporation
whose Shares are being Sold] (the “Corporation”);

(B) The Corporation is indebted to the Seller in the approximate amount of [Amount of
Shareholders Loan Owing by Corporation to Seller (ie. $30,000.00)] (the “Shareholders
Loan”); and

(C) the Seller wishes to sell the Purchased Shares and the Shareholders Loan to the Buyer
and the Buyer agrees to purchase the Purchased Shares and the Shareholders Loan from
the Seller in accordance with the terms and conditions of this Agreement;

NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1 - PURCHASED SHARES,

SHAREHOLDERS LOAN AND PURCHASE PRICE

1.1 Subject to the terms and conditions hereof, the Seller agrees to sell to the Buyer and the
Buyer agrees to purchase from the Seller the Purchased Shares and the Shareholders
Loan.
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1.2 The purchase price payable by the Buyer to the Seller for the Purchased Shares shall be
[Purchase Price of Shares (ie. $100,000.00)] and shall be payable on closing by certified
check.

1.3 The purchase price payable by the Buyer to the Seller for the Shareholders Loan shall be
[Amount of Shareholders Loan Owing by Corporation to Seller (ie. $30,000.00)] and
shall be payable on closing by certified check.

ARTICLE 2 - REPRESENTATIONS AND WARRANTIES

2.1 Each of the Seller and the Principal jointly and severally covenants, represents and
warrants as follows and acknowledges that the Buyer is relying upon such covenants,
representations and warranties in connection with the purchase by the Buyer of the
Purchased Shares and the Shareholders Loan:

(a) The Purchased Shares represent all of the shares in the capital stock of the
Corporation owned by the Seller.

(b) [Amount of Shareholders Loan Owing by Corporation to Seller (ie. $30,000.00)]

was advanced by the Seller to the Corporation in respect of the Shareholders
Loan, and the amount of approximately [Amount of Shareholders Loan Owing by
Corporation to Seller (ie. $30,000.00)] currently remains outstanding.

(c) No person, firm or corporation has any agreement or option, or any right or
privilege capable of becoming an agreement or option for the purchase from the
Seller of any of the Purchased Shares or the Shareholders Loan.

(d) The Seller is the registered and beneficial owner of the Purchased Shares and the
Shareholders Loan, with good and marketable title thereto, free and clear of any
pledge, lien, charge, encumbrance or security interest of any kind and the Seller
has the power and authority and right to sell the Purchased Shares and the
Shareholders Loan in accordance with the terms of this Agreement.

(e) To the best of the Seller’s knowledge and belief, there are no actions, suits,
proceedings, investigations or claims now threatened or pending against the
Corporation in respect of taxes, governmental charges or assessments, or any
matters under discussion with any governmental authority relating to taxes,
governmental charges or assessments asserted by any such authority.

2.2 The covenants, representations and warranties of the Seller and the Principal contained in
this Agreement and contained in any document or certificate given pursuant hereto shall
survive the closing of the purchase and sale of the Purchased Shares herein provided for
and, notwithstanding such closing, or any investigation made by or on behalf of the
Buyer, shall continue in full force and effect for the benefit of the Buyer for a period of
five (5) years following closing of the transaction provided for herein after which time
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the Seller and the Principal shall be released from all obligations and liabilities hereunder
in respect of such representations and warranties except with respect to any claims made
by the Buyer in writing prior to the expiration of such period.

ARTICLE 3 - CONDITIONS OF CLOSING

3.1 The sale and purchase of the Purchased Shares are subject to the following terms and
conditions for the exclusive benefit of the Buyer to be fulfilled or performed at or prior to
closing:

(a) The covenants, representations and warranties of the Seller and the Principal
contained in Article 2 hereof, shall be true and correct as of the date hereof, and
shall be true and correct on and as of closing with the same force and effect as
though such covenants, representations and warranties had been made on and as
of such date.

(b) The Principal shall have delivered to the Buyer resignations in his capacity as an
officer and director of the Corporation and shall have delivered resignations of
any of its nominees.

(c) The Seller and the Principal, shall have delivered to the Buyer a release, whereby
the Seller and the Principal each release the Corporation and the Buyer from all
liabilities relating to the Corporation.

ARTICLE 4 - INDEMNIFICATION

4.1 The Seller hereby indemnifies and saves harmless the Buyer and the Corporation of and
from any loss whatsoever arising out of, under or pursuant to:

(a) any material loss suffered by the Buyer or the Corporation as a result of any
breach or inaccuracy of representation, warranty or covenant contained in this
Agreement; and

(b) all claims, demands, costs and expenses reasonably incurred in respect of the
foregoing.

ARTICLE 5 - CLOSING ARRANGEMENTS

5.1 The closing shall take place at 2:00 o’clock p.m. on [Closing Date (ie. August 15, 2002)]
at the offices of the Buyer.

5.2 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,
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conveyance and assignment and take such further action as the other may require to more
effectively complete any matter provided for herein.

5.3 Any notice, direction or instrument required or permitted to be given to the Seller or the
Principal 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 Principal at the address of
the Seller and the Principal first above mentioned. Any notice, direction or other
instrument required or permitted to be given to the Buyer hereunder shall be in writing
and may be given by mailing the same postage prepaid, or delivering the same addressed
to the Buyer at the address of the Buyer 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.

5.4 Time shall be of the essence of this Agreement.

5.5 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.

5.6 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 [State (ie. California)].

5.7 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.
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5.8 The parties acknowledge that the recitals herein are true and correct in all material
respects.

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

Witness [NAME OF BUYER]

Witness [NAME OF SELLER]