Exhibit 10.2


    Exhibit
      10.2

     

    

      FERMAVIR
        PHARMACEUTICALS, INC.

      REPURCHASE
        OPTION AGREEMENT

      


      THIS
        AGREEMENT is made as of March 16, 2006
        between FermaVir Pharmaceuticals, Inc., a Florida corporation (the “Company”),
        and Chris McGuigan (the “Shareholder”).

      


      WHEREAS
        the Shareholder was a founder of FermaVir Research, Inc. a Delaware corporation,
        which the Company acquired in August 2005 (“FermaVir Research”);
        and

      


      WHEREAS
        the Shareholder acquired 1,029,000 shares of the Company’s common stock, $.0001
        par value (the “Shares”) in exchange for shares he had purchased from FermaVir
        Research; and

      


      WHEREAS,
        assuming the Shareholder’s active participation in the research and development
        conducted by Fermavir Research is critical to the Company’s ability to raise
        capital and fund the development of the “Licensed Subject Matter,” as defined in
        that Patent and Technology License Agreement dated February 2, 2005 between
        University College Cardiff Consultants Limited and FermaVir Research (formerly
        named Contravir Research, Inc.).

      


      THEREFORE,
        the parties agree as follows:

      


      1. Consideration.
        In
        consideration of the option granted to the Company, the Company will enter
        into
        a technology acquisition agreement with the Shareholder and certain other
        option
        holders, in the form annexed hereto as Exhibit A (the “Technology Acquisition
        Agreement”).

      


      2. Repurchase
        Option.

      


      (a) The
        Shareholder hereby grants to the Company an irrevocable, exclusive option
        for a
        period of one hundred twenty (120) days (the “Option Period”) from the “Trigger
        Event” (defined below) to repurchase up to 926,100 of the Shares which have not
        been released pursuant to Section 3 herein (the “Unreleased Shares”) for the
        aggregate price of $114,000,000 (the “Repurchase Price”). For the purposes of
        this Agreement, the “Trigger Event” shall mean the earlier of the Company’s
        abandonment of the development of the Licensed Subject Matter or December
        31,
        2006, unless on or before such date, Phase I Clinical Trials (defined as
        first
        dosing in humans) have commenced for a product utilizing the Licensed Subject
        Matter (as reasonably determined by the Company, provided such determination
        will not be necessary if, following receipt of all requisite regulation
        approvals, human patients have been administered a product incorporating
        the
        Licensed Subject Matter). Said option shall be exercised by the Company by
        delivering written notice to the Shareholder or the Shareholder’s executor (with
        a copy to the Escrow Holder (as defined in Section 6)) AND, at the Company’s
        option, (i) by delivering to the Shareholder or the Shareholder’s executor a
        check in the amount of the aggregate Repurchase Price, or (ii) by the Company
        canceling an amount of the Shareholder’s indebtedness to the Company, if any,
        equal to the aggregate Repurchase Price, or (iii) by a combination of (i)
        and
        (ii) so that the combined payment and cancellation of indebtedness equals
        such
        aggregate Repurchase Price. Upon delivery of such notice and the payment
        of the
        aggregate Repurchase Price in any of the ways described above, the Company
        shall
        become the legal and beneficial owner of the Shares being repurchased and
        all
        rights and interests therein or relating thereto, and the Company shall have
        the
        right to retain and transfer to its own name the number of Shares being
        repurchased by the Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (b) Whenever
        the Company shall have the right to repurchase Shares hereunder, the Company
        may
        designate and assign one or more employees, officers, directors of the Company
        or other persons or organizations to exercise all or a part of the Company’s
        purchase rights under this Agreement and purchase all or a part of such Shares.
        

      


      3. Release
        of Shares From Repurchase Option.

      


      (a) The
        Shares shall be released from the Company’s repurchase option upon the
        commencement of Phase I clinical trials of a product incorporating the Licensed
        Subject Matter. 

      


      (b) In
        the
        event a Trigger Event has occurred and the Company has not abandoned the
        development of the Licensed Subject Matter, the Shares shall be released
        from
        the Company’s repurchase option upon the commencement of Phase I clinical trials
        of a product incorporating the Licensed Subject Matter. 

      


      (c) In
        the
        event of a “Change of Control” of the Company prior to a Trigger Event, all of
        the Shares shall be released from the Company’s repurchase option. For this
        purpose, a “Change of Control” is defined as:

      


      
        	 	
                (i)
                  

              	
                Any
                  “person,” as such term is used in Sections 13(d) and 14(d) of the
                  Securities Exchange Act of 1934, as amended (other than a group
                  consisting
                  of the Company’s shareholders as of the date of the Closing and their
                  Parents and Subsidiaries) becomes the “beneficial owner” (as defined in
                  Rule 13d-3 under said Act), directly or indirectly, of securities
                  of the
                  Company representing 75% or more of the total voting power represented
                  by
                  the Company’s then outstanding voting securities;
                  or

              


      

      


      
        	 	
                (ii)
                  

              	
                The
                  consummation of a merger, consolidation, reorganization, sale of
                  stock or
                  similar transaction in which the shareholders of the Company before
                  such
                  transaction (and their Parents and Subsidiaries) own less than
                  50% of the
                  voting stock or voting power of the surviving entity immediately
                  after
                  such transaction; or

              


      

      


      
        	 	
                (iii)
                  

              	
                The
                  consummation of the sale or disposition of all or substantially
                  all of the
                  Company’s assets.

              


      

      


      (d) The
        Shares which have been released from the Company’s repurchase option shall be
        delivered to the Shareholder at the Shareholder’s request (see Section
        5).

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      4.
         Restriction
        on Transfer.
        Except
        for the escrow described in Section 5 or transfer of the Shares to the Company
        or its assignees contemplated by this Agreement, none of the Shares or any
        beneficial interest therein shall be transferred, encumbered or otherwise
        disposed of in any way until the release of such Shares from the Company’s
        repurchase option in accordance with the provisions of this Agreement, other
        than by will or the laws of descent and distribution.

      


      5.
         Escrow
        of Shares.

      


      (a) To
        ensure
        the availability for delivery of the Shareholder’s Unreleased Shares upon
        repurchase by the Company pursuant to the Company’s repurchase option under
        Section 2 above, the Shareholder shall, upon execution of this Agreement,
        deliver and deposit with an escrow holder designated by the Company (the
“Escrow
        Holder”) the share certificates representing the Unreleased Shares, together
        with the stock assignment duly endorsed in blank, attached hereto as Exhibit
        B-1. The Unreleased Shares and stock assignment shall be held by the Escrow
        Holder, pursuant to the Joint Escrow Instructions of the Company and Shareholder
        attached as Exhibit B-2 hereto, until such time as the Company’s repurchase
        option expires. As a further condition to the Company’s obligations under this
        Agreement, the spouse of Shareholder, if any, shall execute and deliver to
        the
        Company the Consent of Spouse attached hereto as Exhibit B-3.

      


      (b) The
        Escrow Holder shall not be liable for any act it may do or omit to do with
        respect to holding the Unreleased Shares in escrow and while acting in good
        faith and in the exercise of its judgment.

      


      (c) If
        the
        Company or any assignee exercises its repurchase option hereunder, the Escrow
        Holder, upon receipt of written notice of such option exercise from the proposed
        transferee, shall take all steps necessary to accomplish such
        transfer.

      


      (d) When
        the
        repurchase option has been exercised or expires unexercised or a portion
        of the
        Shares has been released from such repurchase option, upon Shareholder’s request
        the Escrow Holder shall promptly cause a new certificate to be issued for
        such
        released Shares and shall deliver such certificate to the Company or the
        Shareholder, as the case may be.

      


      (e) Subject
        to the terms hereof, the Shareholder shall have all the rights of a shareholder
        with respect to such Shares while they are held in escrow, including without
        limitation, the right to vote the Shares and receive any cash dividends declared
        thereon. If, from time to time during the term of the Company’s repurchase
        option, there is (i) any stock dividend, stock split or other change in the
        Shares, or (ii) any merger or sale of all or substantially all of the assets
        or
        other acquisition of the Company, any and all new, substituted or additional
        securities to which the Shareholder is entitled by reason of the Shareholder’s
        ownership of the Shares shall be immediately subject to this escrow, deposited
        with the Escrow Holder and included thereafter as “Shares” for purposes of this
        Agreement and the Company’s repurchase option.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      6.
         Legends.

      


      (a) Shareholder
        understands and agrees that the Company shall cause the legends set forth
        below
        or legends substantially equivalent thereto, to be placed upon any
        certificate(s) evidencing ownership of the Shares together with any other
        legends that may be required by the Company or by applicable state or federal
        securities laws:

      


      THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
        PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN
        THE
        OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER,
        SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH, THE
        SHARES
        REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER,
        INCLUDING A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET
        FORTH
        IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
        HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
        OFFICE
        OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE
        OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES.

      


      (b) Stop-Transfer
        Notices.
        Shareholder agrees that, in order to ensure compliance with the restrictions
        referred to herein, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and that, if the Company transfers
        its own securities, it may make appropriate notations to the same effect
        in its
        own records.

      


      (c) Refusal
        to Transfer.
        The
        Company shall not be required (i) to transfer on its books any Shares that
        have
        been sold or otherwise transferred in violation of any of the provisions
        of this
        Agreement or (ii) to treat as owner of such Shares or to accord the right
        to
        vote or pay dividends to any purchaser or other transferee to whom such Shares
        shall have been so transferred.

      


      7.
         Adjustment
        for Stock Split.
        All
        references to the number of Shares and the purchase price of the Shares in
        this
        Agreement shall be appropriately adjusted to reflect any stock split, stock
        dividend or other change in the Shares which may be made by the Company after
        the date of this Agreement.

      


      8.
         General
        Provisions.

      


      (a) This
        Agreement shall be governed by the laws of the State of New York. This
        Agreement, including the Exhibits hereto, represent the entire agreement
        between
        the parties with respect to the Company’s option to purchase the
        Shares.

      


      (b) Any
        notice, demand or request required or permitted to be given by either the
        Company or the Shareholder pursuant to the terms of this Agreement shall
        be in
        writing and shall be deemed given when delivered personally or deposited
        in the
        U.S. mail, First Class with postage prepaid, and addressed to the parties
        at the
        addresses of the parties set forth at the end of this Agreement or such other
        address as a party may request by notifying the other in writing.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (c) The
        rights and benefits of the Company under this Agreement shall be transferable
        to
        any one or more persons or entities, and all covenants and agreements hereunder
        shall inure to the benefit of, and be enforceable by the Company’s successors
        and assigns. The rights and obligations of the Shareholder under this Agreement
        may only be assigned with the prior written consent of the Company.

      


      (d) Either
        party’s failure to enforce any provision or provisions of this Agreement shall
        not in any way be construed as a waiver of any such provision or provisions,
        nor
        prevent that party from thereafter enforcing each and every other provision
        of
        this Agreement. The rights granted both parties herein are cumulative and
        shall
        not constitute a waiver of either party’s right to assert all other legal
        remedies available to it under the circumstances.

      


      (e) The
        Shareholder agrees upon request to execute any further documents or instruments
        necessary or desirable to carry out the purposes or intent of this
        Agreement.

      


      (f) SHAREHOLDER
        ACKNOWLEDGES AND AGREES THAT THE RELEASE OF SHARES FROM THE REPURCHASE OPTION
        OF
        THE COMPANY PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY COMMENCEMENT OF
        PHASE
        I CLINICAL TRIALS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS
        AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE
        SET
        FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
        ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD,
        OR AT
        ALL, AND SHALL NOT INTERFERE WITH PURCHASER’S RIGHT OR THE COMPANY’S RIGHT TO
        TERMINATE PURCHASER’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
        WITHOUT CAUSE.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      By
        Shareholder’s signature below, Shareholder represents that he is familiar with
        the terms and provisions of this Agreement and hereby accepts this Agreement
        subject to all of the terms and provisions thereof Shareholder has reviewed
        this
        Agreement in their entirety, has had an opportunity to obtain the advice
        of
        counsel prior to executing this Agreement and fully understands all provisions
        of this Agreement. Shareholder agrees to accept as binding, conclusive and
        final
        all decisions or interpretations of the Administrator upon any questions
        arising
        under this Agreement. Shareholder further agrees to notify the Company upon
        any
        change in the residence indicated in the Notice of Grant.

       

      
        	SHAREHOLDER	 	FERMAVIR PHARMACEUTICALS,
                INC.
	 	 	 
	/s/ Chris McGuigan	
              	 	/s/
                Geoffrey W. Henson	
              
	Signature	 	Signature
	 	 	 
	Chris McGuigan	
              	 	Geoffrey
                W. Henson	
              
	Printed Name	 	Printed Name
	 	 	President and CEO	
              
	 	 	Title


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        A

      


      TECHNOLOGY
        ACQUISITION AGREEMENT

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        B-1

      


      ASSIGNMENT
        SEPARATE FROM CERTIFICATE

       

      


      FOR
        VALUE
        RECEIVED I, Chris
        McGuigan,
        hereby
        sell, assign and transfer unto _______________ (
        )
        shares of the Common Stock of FermaVir Pharmaceuticals, Inc. standing in
        my name
        of the books of said corporation represented by Certificate No.
        ___________ herewith
        and do hereby irrevocably constitute and appoint _________________________
        to
        transfer the said stock on the books of the within named corporation with
        full
        power of substitution in the premises.

      


      This
        Stock Assignment may be used only in accordance with the Restricted Stock
        Option
        Agreement between said corporation and the undersigned dated _________________,
        2006.

      


      


      Dated:________________,
        20__

      


      


      Signature: __________________

      


      


      INSTRUCTIONS:
        Please
        do not fill in any blanks other than the signature line. The purpose of this
        assignment is to enable the Company to exercise its “repurchase option,” as set
        forth in the Agreement, without requiring additional signatures on the part
        of
        the Shareholder.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-3

      


      JOINT
        ESCROW INSTRUCTIONS

      


       

      ____________________,
        2006

      


      FERMAVIR
        PHARMACEUTICALS, INC.

      


      


      
        	
                Attn:

              	
                Secretary

              


      

      


      Dear____________:

      


      As
        Escrow
        Agent for both FermaVir Pharmaceuticals, Inc., a Florida corporation (the
        “Company”), and the undersigned purchaser of stock of the Company (the
“Shareholder”), you are hereby authorized and directed to hold the documents
        delivered to you pursuant to the terms of that certain Restricted Stock Purchase
        Agreement (“Agreement”) between the Company and the undersigned, in accordance
        with the following instructions:

      


      1.
         In
        the
        event the Company and/or any assignee of the Company (referred to collectively
        for convenience herein as the “Company”) exercises the Company’s repurchase
        option set forth in the Agreement, the Company shall give to Shareholder
        and you
        a written notice specifying the number of shares of stock to be purchased,
        the
        purchase price, and the time for a closing hereunder at the principal office
        of
        the Company. Shareholder and the Company hereby irrevocably authorize and
        direct
        you to close the transaction contemplated by such notice in accordance with
        the
        terms of said notice.

      


      2.
         At
        the
        closing, you are directed (a) to date the stock assignments necessary for
        the
        transfer in question, (b) to fill in the number of shares being transferred,
        and
        (c) to deliver same, together with the certificate evidencing the shares
        of
        stock to be transferred, to the Company or its assignee, against the
        simultaneous delivery to you of the purchase price (by cash, a check, or
        some
        combination thereof) for the number of shares of stock being purchased pursuant
        to the exercise of the Company’s repurchase option.

      


      3.
         Shareholder
        irrevocably authorizes the Company to deposit with you any certificates
        evidencing shares of stock to be held by you hereunder and any additions
        and
        substitutions to said shares as defined in the Agreement Shareholder does
        hereby
        irrevocably constitute and appoint you as Shareholder’s attorney-in-fact and
        agent for the term of this escrow to execute with respect to such securities
        all
        documents necessary or appropriate to make such securities negotiable and
        to
        complete any transaction herein contemplated, including but not limited to
        the
        filing with any applicable state blue sky authority of any required applications
        for consent to, or notice of transfer of; the securities. Subject to the
        provisions of this paragraph 3, Shareholder shall exercise all rights and
        privileges of the Company while the stock is held by you.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.
         Upon
        written request of the Shareholder, but no more than once per calendar year,
        unless the Company’s repurchase option has been exercised, you will deliver to
        Shareholder a certificate or certificates representing so many shares of
        stock
        as are not then subject to the Company’s repurchase option. Within one hundred
        twenty (120) days after cessation of Shareholder’s continuous employment by or
        services to the Company, or any parent or subsidiary of the Company, you
        will
        deliver to Shareholder a certificate or certificates representing the aggregate
        number of shares held or issued pursuant to the Agreement and not purchased
        by
        the Company or its assignees pursuant to exercise of the Company’s repurchase
        option.

      


      5.
         If
        at the
        time of termination of this escrow you should have in your possession any
        documents, securities, or other property belonging to Shareholder, you shall
        deliver all of the same to Shareholder and shall be discharged of all further
        obligations hereunder.

      


      6.
         Your
        duties hereunder may be altered, amended, modified or revoked only by a writing
        signed by all of the parties hereto.

      


      7.
         You
        shall
        be obligated only for the performance of such duties as are specifically
        set
        forth herein and may rely and shall be protected in relying or refraining
        from
        acting on any instrument reasonably believed by you to be genuine and to
        have
        been signed or presented by the proper party or parties. You shall not be
        personally liable for any act you may do or omit to do hereunder as Escrow
        Agent
        or as attorney-in-fact for Shareholder while acting in good faith, and any
        act
        done or omitted by you pursuant to the advice of your own attorneys shall
        be
        conclusive evidence of such good faith.

      


      8.
         You
        are
        hereby expressly authorized to disregard any and all warnings given by any
        of
        the parties hereto or by any other person or corporation, excepting only
        orders
        or process of courts of law and are hereby expressly authorized to comply
        with
        and obey orders, judgments or decrees of any court. In case you obey or comply
        with any such order, judgment or decree, you shall not be liable to any of
        the
        parties hereto or to any other person, firm or corporation by reason of such
        compliance, notwithstanding any such order, judgment or decree being
        subsequently reversed, modified, annulled, set aside, vacated or found to
        have
        been entered without jurisdiction.

      


      9.
         You
        shall
        not be liable in any respect on account of the identity, authorities or rights
        of the parties executing or delivering or purporting to execute or deliver
        the
        Agreement or any documents or papers deposited or called for
        hereunder.

      


      10.
         You
        shall
        not be liable for the outlawing of any rights under the Statute of Limitations
        with respect to these Joint Escrow Instructions or any documents deposited
        with
        you.

      


      11.
         You
        shall
        be entitled to employ such legal counsel and other experts as you may deem
        necessary properly to advise you in connection with your obligations hereunder,
        may rely upon the advice of such counsel, and may pay such counsel reasonable
        compensation therefor.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      12.
         Your
        responsibilities as Escrow Agent hereunder shall terminate if you shall cease
        to
        be an officer or agent of the Company or if you shall resign by written notice
        to each party. In the event of any such termination, the Company shall appoint
        a
        successor Escrow Agent.

      


      13.
         If
        you
        reasonably require other or further instruments in connection with these
        Joint
        Escrow Instructions or obligations in respect hereto, the necessary parties
        hereto shall join in furnishing such instruments.

      


      14.
         It
        is
        understood and agreed that should any dispute arise with respect to the delivery
        and/or ownership or right of possession of the securities held by you hereunder,
        you are authorized and directed to retain in your possession without liability
        to anyone all or any part of said securities until such disputes shall have
        been
        settled either by mutual written agreement of the parties concerned or by
        a
        final order, decree or judgment of a court of competent jurisdiction after
        the
        time for appeal has expired and no appeal has been perfected, but you shall
        be
        under no duty whatsoever to institute or defend any such
        proceedings.

      


      15.
         Any
        notice required or permitted hereunder shall be given in writing and shall
        be
        deemed effectively given upon personal delivery or upon deposit in the United
        States Post Office, by registered or certified mail with postage and fees
        prepaid, addressed to each of the other parties thereunto entitled at the
        following addresses or at such other addresses as a party may designate by
        ten
        (10) days’ advance written notice to each of the other parties
        hereto.

      


      
        	COMPANY:	 	FERMAVIR PHARMACEUTICALS, INC.
	 	 	 
	PURCHASER:	 	CHRIS MCGUIGAN
	 	 	 
	ESCROW AGENT:	 	___________________________


      

       

      16.
        By
        signing these Joint Escrow Instructions, you become a party hereto only for
        the
        purpose of said Joint Escrow Instructions; you do not become a party to the
        Agreement.

      


      17.
        This
        instrument shall be binding upon and inure to the benefit of the parties
        hereto,
        and their respective successors and permitted assigns.

      


      18.
        These
        Joint Escrow Instructions shall be governed by, and construed and enforced
        in
        accordance with, the laws of the State of New York.

      


      Very
        truly yours,

      


      FERMAVIR
        PHARMACEUTICALS, INC.

       

      
        	By: 	
                ____________________________

              


        	 	 


        	
                Title:

              	
                ____________________________

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SHAREHOLDER:

       

      _________________________________________

      (Signature)

      


      Chris
        McGuigan                                                                     


      (Typed
        or
        Printed Name)

      


      ESCROW
        AGENT:

       

      _________________________________________

      Corporate
        Secretary or Assistant Corporate Secretary

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        B-3

      


      CONSENT
        OF SPOUSE

      


      I, spouse
        of__________________________ have read and approve the foregoing Agreement.
        In
        consideration of granting of the right to my spouse to purchase shares of
        FermaVir Pharmaceuticals, Inc., as set forth in the Agreement, I hereby appoint
        my spouse as my attorney-in-fact in respect to the exercise of any rights
        under
        the Agreement and agree to be bound by the provisions of the Agreement insofar
        as I may have any rights in said Agreement or any shares issued pursuant
        thereto
        under the community property laws or similar laws relating to marital property
        in effect in the state of our residence as of the date of the signing of
        the
        foregoing Agreement.

       

      
 

      
        	Dated:________________,2006 	 	Signed:
                ___________________________