RIGHT OF FIRST REFUSAL

This Right of First Refusal Agreement (“Agreement”) is made on ____________, by and between  _____________________, Grantor of the Right of First Refusal (hereinafter “Owner”) and _______________________________, grantee of the Right of First Refusal (“Grantee”).

In consideration of the payment by the Grantee to the Owner of the sum $ ________ and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.       In the event that the Owner receives an offer (the "Offer") from any person to relative to the goods or property subject to this Agreement, described in Exhibit A, attached hereto and incorporated herein by this reference ("Offered Goods"), which the Owner is prepared to accept, then the Owner shall forthwith send to the Grantee notice in writing of its desire or intention to sell the Offered Goods accompanied by a copy of the Offer.

2.      Upon receipt of notice in accordance with paragraph 1, the Grantee shall have only ten (10) days from the date of receipt within which to give the Owner notice ("Intent to Buy") that he/she/it desires and agrees to so purchase the Offered Goods on the same terms and conditions as are contained in the Offer, provided that:

        (a) if the Grantee shall have given an Intent to Buy, the Grantee shall purchase Offered Goods referred to in the Offer on identical terms as those set forth in the Offer and closed or consummated within the same time-frame anticipated in the Offer;

        (b) if the Grantee shall not have given an Intent to Buy within said ten (10) days, then the Grantee shall be deemed for all purposes to have refused to purchase the Offered Goods; and

        (c) In the event that each Grantee elects not to purchase or is deemed to have refused to purchase the Offered Goods, then the Owner may accept the Offer and proceed to sell the Offered Goods, but only at the price and on and in accordance with the terms and conditions contained in the Offer provided that, if the transaction contemplated by the Offer is not completed within a period of ten (10) days after the expiration of the last day upon which the Grantee has the right to give an Intent to Buy, then the Owner shall not thereafter sell the Offered Goods unless and until it again complies with the provisions of this Agreement.

3.       Any transaction between the Owner and the Grantee pursuant to the provisions of this Agreement shall be completed not later than thirty (30) days after which the Grantee has become obligated to purchase the Offered Goods.

4.         The rights granted to the Grantee under this Agreement are personal to the Grantee.