One of the key elements of the Definitive Agreements is the Stock Purchase Agreement. I have listed below an example of an agreement that could be used in the transaction:

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made this March 10, 2007 by and among each of the parties set forth on Schedule A attached hereto (the “Sellers”), _________________ (the “Buyer”) and Dewey, Cheatum & Howe (the “Escrow Agent”).

THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Purchase and Sale of Stock.

(a) Sale of Shares. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, Buyer agrees to purchase from Sellers and Sellers agrees to sell to Buyer ____________________ (__________) shares of common stock (the “Shares”), and any rights attached to the shares as of the date hereof (including any forward splits of stock or other dividends), of Reverse Merger, Inc (the “Company”) for a total purchase price of Dollars (USD$ ), including related escrow and transaction fees (the “Purchase Price”).

(b) If required by applicable law, the sale and purchase of the Shares under this agreement is being made pursuant to the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2000, file number 000-555555 (the “Registration Statement”), as declared effective on February 28, 2001, and the Sellers have delivered to the Buyer the definitive prospectus contained therein.

(c) Closing.

(i) The closing of the transactions contemplated hereunder (the “Closing”) shall take place at the office of the Escrow Agent on such date and time as the parties hereto may mutually agree upon (the “Closing Date”).

(ii) At the Closing:
(a) Sellers shall transfer to Buyer, good and marketable title to the Shares, free and clear of any and all liens, claims, encumbrances and adverse interests of any kind, by delivering to Buyer the certificates representing the Shares in negotiable form, duly endorsed in blank, or with stock transfer powers (containing a bank’s signature guarantee or other signature guarantee acceptable to the Company’s transfer agent, if the transfer agent requires such a guarantee) attached thereto (the “Transaction Documents”);
(b) Buyer shall have delivered the Escrow Payment (as defined herein) to Sellers or their designated agent in the amount set forth opposite each Sellers name on Schedule A; and
(c) the Escrow Agent will take control of, and will be entitled to payment of, the Escrow Fee (as defined herein).

2. Representations and Warranties of Seller. Each Seller hereby represents and warrants to the Buyer that:

(a) Seller is the record and beneficial owner of the Shares and has sole power over the disposition of the Shares. The Shares are free and clear of any liens, claims, encumbrances, and charges.

(b) The Shares have not been sold, conveyed, encumbered, hypothecated or otherwise transferred by Seller except pursuant to this Agreement.

(c) Seller has the requisite power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. The execution, delivery and performance by the Seller of this Agreement have been duly authorized by all requisite action by the Seller, and the Agreement, when executed and delivered by the Seller, constitutes a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

3. Representations and Warranties of the Buyer. Buyer hereby warrants and represents to each Seller that:

(a) Authority. Buyer has the requisite power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. The execution, delivery and performance by the Buyer of this Agreement have been duly authorized by all requisite action by the Buyer, and the Agreement, when executed and delivered by the Buyer, constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

4. Escrow Agent.

(a) Buyer Deliveries. On or before the Closing Date, the Buyer shall have delivered to the Escrow Agent the Purchase Price for the Shares (the “Escrowed Funds”) and the Transaction Documents. The Buyer shall deliver the Escrowed Funds to the Escrow Agent pursuant to the following wire transfer instructions:

BANK: CITIBANK, N.A., 330 Madison Avenue, New York, New York
ABA: 000000000
BENEFICIARY: Dewey, Cheatum & Howe
ACCOUNT: 10000000
REFERENCE: “[insert Buyer name]”

(b) Intention to Create Escrow Over Escrowed Funds. The Sellers intend that the Transaction Documents and the Escrowed Funds shall be held in escrow by the Escrow Agent pursuant to this Agreement for their benefit and for the benefit of the Buyer.

gent shall hold and release the Escrowed Funds only in accordance with the terms and conditions of this Agreement.

(d) Release of Escrow. On the Closing Date, the Escrow Agent will release the Escrowed Funds, delivering the respective Escrow Payment to each Seller as set for opposite such Seller’s name on Schedule A (the “Escrow Payment” being such Seller’s Purchase Price less the portion of the Escrow Agent’s fee as set for opposite such Seller’s name on Schedule A). As compensation for acting as Escrow Agent, the Escrow Agent shall receive $2,000 (the “Escrow Fee”) from the Escrowed Funds to be deducted as set forth opposite each Seller’s name on Schedule A. If the Closing Date does not occur prior to October 31, 2006, the Escrow Agent may return the Escrowed Funds to the Buyer without incurring any liability to any party and terminating its responsibilities under this Agreement.

(e) Duties and Responsibilities of the Escrow Agent. The Escrow Agent’s duties and responsibilities shall be subject to the following terms and conditions:

(i) The Sellers and the Buyer acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Sellers or the Buyer are entitled to receipt of the Transaction Documents or Escrowed Funds pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than the Escrow Agent gives its own similar property, but in no event less than a reasonable amount of care; and (vi) may consult with counsel satisfactory to the Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel.

(ii) The Sellers and the Buyer acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon the Escrow Agent by this Agreement. The Sellers and the Buyer agree to indemnify and hold harmless the Escrow Agent and any of the Escrow Agent’s partners, employees, agents, and representatives for any action taken or omitted to be taken by the Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on the part of the Escrow Agent committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Sellers and the Buyer under this Agreement and to no other person.

(iii) The Sellers agrees to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder.

(iv) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Buyer. Prior to the effective date of the resignation as specified in such notice, the Buyer will issue to the Escrow Agent an Instruction authorizing delivery of the Escrowed Funds to a substitute escrow agent selected by the Buyer. If no successor escrow agent is named by the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor escrow agent, and to deposit the Escrowed Funds with the clerk of any such court.

(v) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement.

(vi) The provisions of this Section 4 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

5. Miscellaneous.

a) Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties.

(b) Governing Law/Venue. This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements entered into and to be performed entirely within New York. Any dispute or controversy concerning or relating to this Agreement shall be exclusively resolved in the federal or state courts located in the City, County and State of New York.

(c) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(d) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(e) Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or sent by overnight delivery by a nationally recognized overnight courier upon proof of sending thereof and addressed to the party to be notified at the address indicated for such party above and on Schedule A attached hereto, or at such other address as such party may designate by written notice to the other parties.

(f) Expenses. Each of the parties shall bear its own costs and expenses incurred with respect to the negotiation, execution, delivery, and performance of this Agreement.

(g) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Seller and Buyer.

(h) Entire Agreement. This Agreement represents and constitutes the entire agreement and understanding between the parties with regard to the subject matter contained herein All prior agreements, understandings and representations are hereby merged into this Agreement.