SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered

into as of this [DATE] (the "Effective Date") by and between [COMPANY], a [STATE] corporation (the "Company")

and [INDIVIDUAL], the sole shareholder of [COMPANY], a Florida

corporation (the "Shareholder").

NOW THEREFORE, in consideration of the mutual promises and the

covenants and promises hereinafter contained, and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties hereto, intending to be legally bound hereby, agree as follows:

SECTION 1. EXCHANGE OF SHARES.

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1.1 Exchange. On the terms and subject to the conditions set forth in

this Agreement, at the Closing the Shareholder will sell, convey, transfer and

assign to the Company, and the Company will purchase and accept from the