EXHIBIT
      A

     

    AURIGA
      LABORATORIES, INC.

     

    Notice
      of Exercise and Common Stock Purchase Agreement

     

    THIS
      AGREEMENT is dated as of ___________, ____, between Auriga Laboratories, Inc.,
      a
      Delaware corporation (the “Company”), and _________________
      (“Purchaser”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Company and Purchaser are parties to that certain ___ Incentive ___
      Nonstatutory Stock Option Agreement dated as of ___________, ____ (the “Option
      Agreement”) pursuant to which the Purchaser has the right to purchase up to
      ___________________ shares of the Company’s common stock (the “Option Shares”);
      and

     

    WHEREAS,
      the Option is exercisable with respect to certain of the Option Shares as of
      the
      date hereof; and

     

    WHEREAS,
      pursuant to the Option Agreement, Purchaser desires to purchase shares of the
      Company as herein described, on the terms and conditions set forth in this
      Agreement, the Option Agreement and the Auriga Laboratories, Inc. 2008 Omnibus
      Stock Grant and Option Plan (the “Plan”). Certain capitalized terms used in this
      Agreement are defined in the Plan.

     

    NOW,
      THEREFORE, it is agreed between the parties as follows:

     

    SECTION
      1: PURCHASE
      OF SHARES.

     

    (a) Pursuant
      to the terms of the Option Agreement, Purchaser hereby agrees to purchase from
      the Company and the Company agrees to sell and issue to Purchaser
      ________________ shares of the Company’s common stock (the “Stock”) for the
      Exercise Price per share specified in the Option Agreement payable by personal
      check, cashier’s check or money order, if permitted by the Option Agreement, as
      follows:
      _______________________________. Payment shall be delivered at the Closing,
      as
      such term is hereinafter defined.

     

    (b) The
      closing hereunder (the “Closing”) shall occur at the offices of the Company on
      __________, ____, or such other time and place as may be designated by the
      Company (the “Closing Date”).

     

    SECTION
      2: REPURCHASE
      OPTION

     

    All
      unvested shares of the Stock purchased by the Purchaser pursuant to this
      Agreement (sometimes referred to as the “Repurchase Option Stock”) shall be
      subject to the following option (the “Repurchase Option”):

     

    (a) In
      the
      event the Purchaser terminates service with the Company (“Service”) for any
      reason, with or without cause, the Company may exercise the Repurchase
      Option.

     

    
      
        
        

      

      
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    (b) Purchaser
      understands that the Stock is being sold in order to induce Purchaser to become
      and/or remain associated with the Company and to work diligently for the success
      of the Company and that the Repurchase Option Stock will continue to vest in
      accordance with the schedule set forth in the Option Agreement. Accordingly,
      the
      Company shall have the right at any time within ninety (90) days after the
      termination of Service to purchase from the Purchaser all shares of Stock
      purchased hereunder which have not vested in accordance with the terms of such
      vesting schedule in the Option Agreement. The purchase price for such unvested
      shares of Repurchase Option Stock shall be the Exercise Price per share paid
      by
      Purchaser for such shares pursuant to the Option (the “Option Price”). The
      purchase price shall be paid by certified or cashier’s check or by cancellation
      of any indebtedness of Purchaser to the Company.

     

    (c) Nothing
      in this Agreement shall be construed as a right by purchaser to be employed
      by
      Company, or a parent or subsidiary of Company.

     

    SECTION
      3: EXERCISE
      OF REPURCHASE OPTION

     

    The
      Repurchase Option shall be exercised by written notice signed by an officer
      of
      the Company and delivered or mailed as provided in Section 16 of this
      Agreement and to the Escrow Agent as provided in Section 16 of the Joint
      Escrow Instructions attached as Exhibit B
      to the
      Option Agreement.

     

    SECTION
      4: WAIVER,
      ASSIGNMENT, EXPIRATION OF REPURCHASE OPTION

     

    If
      the
      Company waives or fails to exercise the Repurchase Option as to all of the
      shares subject thereto, the Company may, in the discretion of its Board of
      Directors, assign the Repurchase Option to any other holder or holders of
      preferred or common stock of the Company in such proportions as such Board
      of
      Directors may determine. In the event of such an assignment, the assignee shall
      pay to the Company in cash an amount equal to the fair market value of the
      Repurchase Option. The Company shall promptly, upon expiration of the 90-day
      period referred to in Section 2 above, notify Purchaser of the number of
      shares subject to the Repurchase Option assigned to such stockholders and shall
      notify both the Purchaser and the assignees of the time, place and date for
      settlement of such purchase, which must be made within ninety (90) days from
      the
      date of cessation of continuous employment. In the event that the Company and/or
      such assignees do not elect to exercise the Repurchase Option as to all or
      part
      of the shares subject to it, the Repurchase Option shall expire as to all shares
      which the Company and/or such assignees have not elected to
      purchase.

     

    SECTION
      5: ESCROW
      OF SHARES

     

    (a) As
      security for Purchaser’s faithful performance of the terms of this Agreement and
      to ensure the availability for delivery of Purchaser’s shares upon exercise of
      the Repurchase Option herein provided for, Purchaser agrees at the Closing
      hereunder, to deliver to and deposit with the Escrow Agent named in the Joint
      Escrow Instructions attached to the Option Agreement as Exhibit B,
      the
      certificate or certificates evidencing the Option Stock subject to the
      Repurchase Option and two Assignments Separate from Certificate duly executed
      (with date and number of shares in blank) in the form attached to the Option
      Agreement as Exhibit D.
      Such
      documents are to be held by the Escrow Agent and delivered by the Escrow Agent
      pursuant to the Joint Escrow Instructions, which instructions shall also be
      delivered to the Escrow Agent at the Closing hereunder.

     

    (b) Within
      thirty (30) days after the last day of each successive completed calendar
      quarter after the Closing Date, if Purchaser so requests, the Escrow Agent
      will
      deliver to Purchaser certificates representing so many shares of Stock as are
      no
      longer subject to the Repurchase Option (less such shares as have been
      previously delivered). Ninety (90) days after cessation of Purchaser’s
      employment with the Company the Company will direct the Escrow Agent to deliver
      to Purchaser a certificate or certificates representing the number of shares
      not
      repurchased by the Company or its assignees pursuant to exercise of the
      Repurchase Option (less such shares as have been previously
      delivered).

     

    
      
        
        

      

      
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    SECTION
      6: ADJUSTMENT
      OF SHARES

     

    Subject
      to the provisions of the Articles of Incorporation of the Company, if, from
      time
      to time during the term of the Repurchase Option:

     

    (a) there
      is
      any stock dividend or liquidating dividend of cash and/or property, stock split
      or other change in the character or amount of any of the outstanding securities
      of the Company, or

     

    (b) there
      is
      any consolidation, merger or sale of all or substantially all, of the assets
      of
      the Company,

     

    then,
      in
      such event, any and all new, substituted or additional securities or other
      property to which Purchaser is entitled by reason of Purchaser’s ownership of
      the shares shall be immediately subject to such Repurchase Option with the
      same
      force and effect as the shares of Option Stock from time to time subject to
      the
      Repurchase Option. While the total Option Price shall remain the same after
      each
      such event, the Option Price per share of Option Stock upon exercise of the
      Repurchase Option shall be appropriately and equitably adjusted as determined
      by
      the Board of Directors of the Company.

     

    SECTION
      7: THE
      COMPANY’S RIGHT OF FIRST REFUSAL.

     

    Before
      any shares of Stock registered in the name of Purchaser and not subject to
      the
      Repurchase Option may be sold or transferred, such shares shall first be offered
      to the Company as set forth in the Option Agreement.

     

    SECTION
      8: PURCHASER’S
      RIGHTS AFTER EXERCISE OF REPURCHASE
      OPTION OR RIGHT OF FIRST REFUSAL.

     

    If
      the
      Company makes available, at the time and place and in the amount and form
      provided in this Agreement, the consideration for the Stock to be repurchased
      in
      accordance with the provisions of Sections 2 and 7 of this Agreement, then
      from
      and after such time the person from whom such shares are to be repurchased
      shall
      no longer have any rights as a holder of such shares (other than the right
      to
      receive payment of such consideration in accordance with this Agreement). Such
      shares shall be deemed to have been repurchased in accordance with the
      applicable provisions hereof, whether or not the certificate(s) therefor have
      been delivered as required by this Agreement.

     

    SECTION
      9: TRANSFER
      BY PURCHASER TO CERTAIN TRUSTS.

     

    Purchaser
      shall have the right to transfer all or any portion of Purchaser’s interest in
      the shares issued under this Agreement which have been delivered to Purchaser
      under the provisions of Section 5 of this Agreement, to a trust established
      by Purchaser for the benefit of Purchaser, Purchaser’s spouse or Purchaser’s
      children, without being subject to the provisions of Section 7 hereof,
      provided that the trustee on behalf of the trust shall agree in writing to
      be
      bound by the terms and conditions of this Agreement. The transferee shall
      execute a copy of Exhibit C attached to the Option Agreement and file the
      same with the Secretary of the Company.

     

    
      
        
        

      

      
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    SECTION
      10: LEGEND
      OF SHARES.

     

    All
      certificates representing the Stock purchased under this Agreement shall, where
      applicable, have endorsed thereon the legends set forth in the Option Agreement
      and any other legends required by applicable securities laws.

     

    SECTION
      11: PURCHASER’S
      INVESTMENT REPRESENTATIONS.

     

    (a) This
      Agreement is made with Purchaser in reliance upon Purchaser’s representation to
      the Company, which by Purchaser’s acceptance hereof Purchaser confirms, that the
      Stock which Purchaser will receive will be acquired with Purchaser’s own funds
      for investment for an indefinite
      period for Purchaser’s own account, not as a nominee or agent, and not with a
      view to the sale or distribution of any part thereof, and that Purchaser has
      no
      present intention of selling, granting participation in, or otherwise
      distributing the same, but subject, nevertheless, to any requirement of law
      that
      the disposition of Purchaser’s property shall at all times
      be
      within Purchaser’s
      control. By executing this Agreement, Purchaser further represents that
      Purchaser does not have any contract, understanding or agreement with any person
      to sell, transfer, or grant participation, to such person or to any third
      person, with respect to any of the Stock.

     

    (b) Purchaser
      understands that the Stock will not be registered or qualified under federal
      or
      state securities laws on the ground that the sale provided for in this Agreement
      is exempt from registration or qualification under federal or state securities
      laws and that the Company’s
      reliance on such exemption is predicated on Purchaser’s representations set
      forth herein.

     

    (c) Purchaser
      agrees that in no event will Purchaser make a disposition of any of the Stock
      (including a disposition under Section 9 of this Agreement), unless and
      until
      (i) Purchaser
      shall have notified the Company of the proposed disposition and shall have
      furnished the Company with a statement of the circumstances surrounding the
      proposed disposition and
      (ii) Purchaser
      shall have furnished the Company with an opinion of counsel satisfactory to
      the
      Company to the effect that
      (A) such
      disposition will not require registration or qualification of such Stock under
      federal or state securities laws or
      (B) appropriate
      action necessary for compliance with the federal or state securities laws has
      been taken or
      (iii) the
      Company shall have waived, expressly and in writing, its rights under clauses
      (i) and (ii) of this section.

     

    (d) With
      respect to a transaction occurring prior to such date as the Plan and Stock
      thereunder are covered by a valid Form S-8 or similar federal registration
      statement, this subsection shall apply unless the transaction is covered by
      the
      exemption in California Corporation Law or a similar broad based exemption.
      In
      connection with the investment representations made herein, Purchaser represents
      that Purchaser is able to fend for himself or herself in the transactions
      contemplated by this Agreement, has such knowledge and experience in financial
      and business matters as to be capable of evaluating the merits and risks of
      Purchaser’s investment, has the ability to bear the economic risks of
      Purchaser’s investment and has been furnished with and has had access to such
      information as would be made available in the form of a registration statement
      together with such additional information as is necessary to verify the accuracy
      of the information supplied and to have all questions answered by the
      Company.

     

    (e) Purchaser
      understands that if the Company does not register with the Securities and
      Exchange Commission pursuant to Section 12 of the Securities Exchange Act
      of 1934, as amended (the “Exchange Act”) or if a registration statement covering
      the Stock (or a filing pursuant to the exemption from registration under
      Regulation A of the Securities Act of 1933) under the Securities Act of 1933
      is
      not in effect when Purchaser desires to sell the Stock, Purchaser may be
      required to hold the Stock for an indeterminate period. Purchaser also
      acknowledges that Purchaser understands that any sale of the Stock which might
      be made by Purchaser in reliance upon Rule 144 under the Securities Act of
      1933
      may be made only in limited amounts in accordance with the terms and conditions
      of that Rule.

     

    
      
        
        

      

      
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    SECTION
      12: ASSISTANCE
      TO PURCHASER UNDER RULE 144.

     

    The
      Company covenants and agrees that
      (a) at
      all times after it first becomes subject to the reporting requirements of
      Section 13 or 15(d) of the Exchange Act, it will use its best efforts to
      comply with the current public information requirements of Rule 144(c)(1) under
      the Securities Act of 1933, and that if prior to becoming subject to such
      reporting requirements an over-the-counter market develops for the Stock, it
      will make publicly available the information required by
      Rule 144(c)(2);
      (b) it
      will furnish Purchaser, upon request, with all information required for the
      preparation and filing of Form 144; and
      (c) it
      will on a timely basis use its best efforts to file all reports required to
      be
      filed and make all disclosures, including disclosures of materially adverse
      information, required to permit Purchaser to make the required representations
      in Form 144.

     

    SECTION
      13: NO
      DUTY TO TRANSFER IN VIOLATION HEREUNDER.

     

    The
      Company shall not be required (a) to transfer on its books any shares of
      Stock of the Company which shall have been sold or transferred in violation
      of
      any of the provisions set forth in this Agreement or (b) to treat as owner
      of such shares or to accord the right to vote as such owner or to pay dividends
      to any transferee to whom such shares shall have been so
      transferred.

     

    SECTION
      14: RIGHTS
      OF PURCHASER.

     

    Except
      as
      otherwise provided herein, Purchaser shall, during the term of this Agreement,
      exercise all rights and privileges of a stockholder of the Company with respect
      to the Stock.

     

    SECTION
      15: OTHER
      NECESSARY ACTIONS.

     

    The
      parties agree to execute such further instruments and to take such further
      action as may reasonably be necessary to carry out the intent of this
      Agreement.

     

    SECTION
      16: NOTICE.

     

    Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon the earliest of personal delivery, receipt or
      the
      third full day following deposit in the United States Post Office with postage
      and fees prepaid, addressed to the other party hereto at the address last known
      or at such other address as such party may designate by ten (10) days’ advance
      written notice to the other party hereto.

     

    SECTION
      17: SUCCESSORS
      AND ASSIGNS.

     

    This
      Agreement shall inure to the benefit of the successors and assigns of the
      Company and, subject to the restrictions on transfer herein set forth, be
      binding upon Purchaser and Purchaser’s heirs, executors, administrators,
      successors and assigns. The failure of the Company in any instance to exercise
      the Repurchase Option or rights of first offer described herein shall not
      constitute a waiver of any other Repurchase Option or right of first offer
      that
      may subsequently arise under the provisions of this Agreement. No waiver of
      any
      breach or condition of this Agreement shall be deemed to be a waiver of any
      other or subsequent breach or condition, whether of a like or different
      nature.

     

    
      
        
        

      

      
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    SECTION
      18: APPLICABLE
      LAW.

     

    This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of California, as such laws are applied to contracts entered into
      and
      performed in such state.

     

    SECTION
      19: NO
      STATE QUALIFICATION.

     

    THE
      SALE
      OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED
      WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE
      ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
      CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE
      SALE
      OF SECURITIES IS EXEMPT FROM THE QUALIFICATION. THE RIGHTS OF ALL PARTIES TO
      THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED,
      UNLESS THE SALE IS SO EXEMPT.

     

    SECTION
      20: NO
      ORAL MODIFICATION.

     

    No
      modification of this Agreement shall be valid unless made in writing and signed
      by the parties hereto.

     

    SECTION
      21: ENTIRE
      AGREEMENT.

     

    This
      Agreement and the Option Agreement constitute the entire complete and final
      agreement between the parties hereto with regard to the subject matter
      hereof.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

     

    
      	
              Auriga
                Laboratories, Inc.,

            	 	
              Purchaser

            
	 	 	 
	
            	 	 
	
              By:
                      

            	 	 
	
              
                
 

            	 	 
	
              Its:
                      

            	 	 
	
              
                
 

            	 	 


    

     

     

    
      
        
        

      

      
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    EXHIBIT B

    Joint
      Escrow Instructions

     

     _________,
      _____

     

    Secretary

    _____________________

     

    Dear
      Sir
      or Madam:

     

    As
      Escrow
      Agent for both Auriga Laboratories, Inc., a Delaware corporation (the
“Company”), and ___________________ (“Purchaser”), you are hereby authorized and
      directed to hold the documents delivered to you pursuant to the terms of that
      certain Common Stock Purchase Agreement (the “Agreement”) of even date herewith,
      to which a copy of these Joint Escrow Instructions is attached as Exhibit
      B
      to a
      certain Stock Option dated _________________ (“Option Agreement”), in accordance
      with the following instructions:

     

    1. In
      the
      event the Company shall elect to exercise the Repurchase Option set forth in
      the
      Agreement, the Company shall give to Purchaser and you a written notice as
      provided in the Agreement. Purchaser and the Company hereby irrevocably
      authorize and direct you to close the transaction contemplated by such notice,
      including prompt delivery of stock certificates.

     

    2. At
      the
      closing, you are directed (a) to date the stock assignment form or forms
      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 or
      certificates evidencing the shares to be transferred, to the Company against
      the
      simultaneous delivery to you of the purchase price (by certified or bank
      cashier’s check) for the number of shares being purchased pursuant to the
      exercise of the Repurchase Option.

     

    3. Purchaser
      irrevocably authorizes the Company to deposit with you any certificates
      evidencing shares to be held by you hereunder and any additions and
      substitutions to said shares as defined in the Agreement. Purchaser does hereby
      irrevocably constitute and appoint you as Purchaser’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. Subject to the provisions of
      this
      Section 3, Purchaser shall exercise all rights and privileges, including
      but not limited to, the right to vote and to receive dividends (if any), of
      a
      stockholder of the Company while the shares are held by you.

     

    4. In
      accordance with the terms of Section 5 of the Agreement, you may from time
      to time deliver to Purchaser a certificate or certificates representing so
      many
      shares as are no longer subject to the Repurchase Option.

     

    5. This
      escrow shall terminate upon the release of all shares held under the terms
      and
      provisions hereof.

     

    
      
        
        

      

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

     

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

     

    8. 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 of Purchaser while acting in good faith and in the
      exercise of your own good judgment, and any act done or omitted by you pursuant
      to the advice of your own attorneys shall be conclusive evidence of such good
      faith.

     

    9. 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 of any court, 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.

     

    10. You
      shall
      not be liable in any respect on account of the identity, authority 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.

     

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

     

    12. 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
      and may rely upon the advice of such counsel.

     

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

     

    14. 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.

     

    15. 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 dispute 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.

     

    
      
        
        

      

      
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    16. 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.

     

    17. 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.

     

    18. This
      instrument shall be governed by and construed in accordance with the laws of
      the
      State of California.

     

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

         

    
      	 	 	 
	 	Very truly yours,
	 	 
	 	Auriga Laboratories, Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	 	
              

            
	
            	 	
            
	ESCROW AGENT:	 	PURCHASER:
	 	 	 
	 	 	 


    

     


    
      
        
        

      

      
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    EXHIBIT C

     

    Acknowledgment
      of and Agreement to be Bound

     

    By
      the Notice of Exercise and Common Stock Purchase Agreement
      of

     

    AURIGA
      LABORATORIES, INC.

     

    The
      undersigned, as transferee of shares of Auriga Laboratories, Inc., a Delaware
      corporation, hereby acknowledges that he or she has read and reviewed the terms
      of the Notice of Exercise and Common Stock Purchase Agreement of Auriga
      Laboratories, Inc. and hereby agrees to be bound by the terms and conditions
      thereof, as if the undersigned had executed said Agreement as an original party
      thereto.

     

    
      	 	 	 
	
              Dated:
                ____________________, ______.

            	 
	 
 	 
 	 
 
	 	By  
              	 
	 	
              

            


    

     


    
      
        
        

      

      
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    EXHIBIT D

     

    ASSIGNMENT
      SEPARATE FROM CERTIFICATE

     

    FOR
      VALUE
      RECEIVED _________________________________ hereby sells, assigns and transfers
      unto _________________________ ________________________ (________) shares of
      the
      Common Stock of Auriga Laboratories, Inc. (the “Company”), standing in
      __________ name on the books of the Company represented by Certificate No.
      ___________ herewith and hereby irrevocably constitutes and appoints
      ________________ Attorney to transfer said stock on the books of the Company
      with full power of substitution in the premises.

    
       

      Dated:
        ____________________, ______.

    

     

    
      
        
        

      

      
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