<PAGE>
                                                                    EXHIBIT 10.1


                             STOCK VOTING AGREEMENT

         STOCK VOTING AGREEMENT, dated as of _______________________, 2006 (this
"Agreement"), is by and among the undersigned stockholder (the "Stockholder"),
Range Resources Corporation, a Delaware corporation ("Parent"), and Stroud
Energy, Inc., a Delaware corporation (the "Company").

         WHEREAS, concurrently herewith, Parent, Range Acquisition Texas, Inc.,
a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"),
and the Company are entering into an Agreement and Plan of Merger of even date
herewith (the "Merger Agreement"), pursuant to which Merger Sub will merge with
and into Company (the "Merger"). Each capitalized term used herein and not
otherwise defined shall have the meaning set forth in the Merger Agreement;

         WHEREAS, the Stockholder, as of the date hereof, has Beneficial
Ownership, as defined in Section 7 hereof, of the number of shares of common
stock, $0.001 par value per share, of the Company ("Company Common Stock") set
forth on Exhibit A hereto (the "Existing Shares", and together with any shares
of Company Common Stock acquired by the Stockholder after the date hereof and
prior to the termination of this Agreement whether upon the exercise of options,
warrants or rights, the conversion or exchange of convertible or exchangeable
shares, or by means of purchase, dividend, distribution or otherwise,
hereinafter collectively referred to as the "Shares"). References in this
Agreement to shares of Company Common Stock shall also be deemed to refer to the
associated right to purchase Series A Junior Participating Preferred Stock, par
value $1.00 per share, of the Company in accordance with the Company Rights
Agreement, as appropriate. Exhibit A hereto lists separately all options,
warrants or other rights to purchase Company Common Stock held by the
Stockholder; and

         WHEREAS, Parent and Merger Sub are entering into the Merger Agreement
in reliance on and in consideration of the Stockholder's representations,
warranties, covenants and agreements hereunder.

         NOW, THEREFORE, in consideration of Parent and Merger Sub's execution
of the Merger Agreement and the mutual covenants and agreements herein contained
and other good and valuable consideration, and intending to be legally bound
hereby, it is agreed as follows:

          1.   VOTE.

          1.1  AGREEMENT TO VOTE. The Stockholder hereby revokes any and all
               previous proxies with respect to the Stockholder's Shares and
               irrevocably agrees to vote and otherwise act (including pursuant
               to written consent) with respect to all of such Shares: (i) in
               favor of the approval of the Merger Agreement (or any amended
               version or versions thereof) and the Merger, and all actions
               required in furtherance thereof, at any meeting or meetings of
               the stockholders of the Company, and at any adjournment,
               postponement or continuation thereof, at which the Merger
               Agreement (or any amended version or versions thereof) and the
               Merger are submitted for the consideration and vote of the
               stockholders of the Company; (ii) against any action or agreement
               that would result in a breach in any

<PAGE>


               respect of any covenant, representation or warranty or any other
               obligation or agreement of the Company under the Merger Agreement
               or this Agreement; and (iii) except as otherwise agreed to in
               writing in advance by Parent, against the following actions
               (other than the Merger and the transactions contemplated by the
               Merger Agreement): (A) any extraordinary corporate transaction,
               such as a merger, consolidation or other business combination
               involving the Company or its Subsidiaries; (B) a sale, lease or
               transfer of a material amount of assets of the Company or its
               Subsidiaries; (C)(1) any change in a majority of the persons who
               constitute the board of directors of the Company, (2) any change
               in the present capitalization of the Company or any amendment of
               the Company's Certificate of Incorporation or Bylaws, (3) any
               other material change in the Company's corporate structure or
               business, or (4) any other action that is intended or could
               reasonably be expected to impede, interfere with, delay, postpone
               or adversely affect in any material respect the Merger and the
               other transactions contemplated by the Merger Agreement. The
               Stockholder shall not enter into any agreement or understanding
               with any person or entity the effect of which would be
               inconsistent or violative of the provisions and agreements
               contained in this Section 1. The obligations of the Stockholder
               under this Section 1 shall remain in effect with respect to the
               Shares until, and shall terminate upon, the earlier to occur of
               the Effective Time or the termination of the Merger Agreement in
               accordance with its terms. The Stockholder hereby agrees to
               execute such additional documents as Parent may reasonably
               request to effectuate the foregoing.

          1.2  IRREVOCABLE PROXY. Concurrently with the execution of this
               Agreement, the Stockholder agrees to deliver to Parent a proxy in
               the form attached hereto as Exhibit B (the "Proxy"), which shall
               be irrevocable to the fullest extent permissible by applicable
               law, with respect to the Shares.

          2.   REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. The
Stockholder represents and warrants to Parent as follows:

          2.1  OWNERSHIP OF SHARES. On the date hereof, the Shares are all of
               the Shares currently Beneficially Owned by the Stockholder. The
               Stockholder has sole voting power and sole power to issue
               instructions with respect to the matters set forth in Section 1
               hereof, sole power of disposition, sole power of conversion and
               sole power to agree to all of the matters set forth in this
               Agreement, in each case with respect to all of the Shares set
               forth on Exhibit A hereto, with no limitations, qualifications or
               restrictions on such rights, subject to applicable securities
               laws and the terms of this Agreement. The Stockholder currently
               has, and at all times during the term hereof will have, good,
               valid and marketable title to the Shares, free and clear of all
               liens, encumbrances and security interests (other than the
               encumbrances created by this Agreement and other than
               restrictions on transfer under applicable federal and state
               securities laws) and free of other restrictions, options, rights
               to purchase or other claims that would adversely affect the
               ability of the Stockholder to perform its obligations hereunder
               or pursuant to which the Stockholder could be required to sell,
               assign or otherwise transfer the Shares.


                                       2
<PAGE>


          2.2  AUTHORITY; BINDING AGREEMENT. The Stockholder has the full legal
               right, power and authority to enter into and perform all of its
               obligations under this Agreement. This Agreement has been duly
               executed and delivered by the Stockholder and constitutes a
               legal, valid and binding agreement of the Stockholder,
               enforceable in accordance with its terms, subject, as to
               enforceability, to bankruptcy, insolvency, reorganization,
               moratorium and other laws of general applicability relating to or
               affecting creditors' rights and to general principles of equity
               (regardless of whether such enforceability is considered in a
               proceeding in equity or at law). Neither the execution and
               delivery of this Agreement nor the consummation by the
               Stockholder of the transactions contemplated hereby will (i)
               violate, or require any consent, approval or notice under, any
               provision of any judgment, order, decree, statute, law, rule or
               regulation applicable to the Stockholder or the Shares or (ii)
               constitute a violation of, conflict with or constitute a default
               under, any contract, commitment, agreement, understanding,
               arrangement or other restriction of any kind to which the
               Stockholder is a party or by which the Stockholder is bound, in
               each case the effect of which would adversely affect the ability
               of the Stockholder to perform his obligations hereunder.

          2.3  RELIANCE ON AGREEMENT. The Stockholder understands and
               acknowledges that Parent is entering into the Merger Agreement in
               reliance upon the Stockholder's execution and delivery of this
               Agreement.

          3.   CERTAIN COVENANTS OF THE STOCKHOLDER. Except in accordance with
the provisions of this Agreement, the Stockholder agrees with and covenants to
Parent as follows:

          3.1  TRANSFER. Prior to the termination of this Agreement, except as
               otherwise provided herein, the Stockholder shall not, other than
               as a result of the death of the Stockholder: (i) transfer (which
               term shall include, without limitation, for the purposes of this
               Agreement, any sale, gift, pledge, assignment, encumbrance or
               other disposition), whether directly or indirectly (including by
               operation of law), or consent to any transfer of, any or all of
               the Shares or any interest therein, except pursuant to the
               Merger; (ii) grant any proxies, powers-of-attorney or other
               authorizations or consents with respect to the Shares, deposit
               the Shares into a voting trust or enter into a voting agreement
               or similar arrangement with respect to the Shares; or (iii) enter
               into any contract, option or other agreement or understanding
               with respect to any transfer of any or all such Shares or any
               interest therein.

          3.2  STOP TRANSFER. The Stockholder hereby agrees with and covenants
               to each other party hereto that the Stockholder shall not request
               that the Company register the transfer (book entry or otherwise)
               of any certificate or uncertified interest representing any of
               its Shares, unless such transfer is made in compliance with this
               Agreement.

          3.3  NOTIFICATIONS. The Stockholder shall, while this Agreement is in
               effect, notify Parent promptly, but in no event later than two
               business days, of the number of


                                       3
<PAGE>


               any shares of Company Common Stock acquired by the Stockholder
               after the date hereof.

          3.4  WAIVER OF CLAIMS. The Stockholder agrees that it will not bring,
               commence, institute, maintain, prosecute, participate in or
               voluntarily aid any action, claim, suit or cause of action, in
               law or in equity, in any court or before any governmental entity,
               which challenges the validity of or seeks to enjoin the operation
               of any provision of this Agreement; provided, that the
               Stockholder may defend against, contest or settle any such
               action, claim, suit ot cause of action brought against the
               Stockholder that relates to the Stockholder's capacity as a
               director or officer of the Company.

          3.5  OTHER TRANSACTIONS. The Stockholder shall not, directly or
               indirectly, (i) solicit, initiate, seek, encourage, facilitate or
               induce any inquiry with respect to, or the making, submission or
               announcement of, any Acquisition Proposal or any inquiry, offer
               or proposal that may reasonably be expected to lead to an
               Acquisition Proposal, (ii) participate in any discussions or
               negotiations regarding, or furnish to any person or entity or
               grant access to any person or entity to any nonpublic information
               with respect to, or take any other action to facilitate any
               inquiries or the making of any proposal that constitutes or may
               reasonably be expected to lead to, any Acquisition Proposal or
               (iii) engage in discussions with any person or entity with
               respect to any Acquisition Proposal, except as to the existence
               of these provisions; provided, that the Stockholder may act in
               his capacity as a director or officer of the Company in
               connection with actions taken by the Company that are permitted
               by Section 4.2 of the Merger Agreement. As promptly as
               practicable (but in no event later than 24 hours) after receipt
               of any Acquisition Proposal, or any request for nonpublic
               information or inquiry which the Stockholder reasonably believes
               could lead to an Acquisition Proposal, the Stockholder shall
               provide Parent with oral and written notice of the material terms
               and conditions of such Acquisition Proposal, request or inquiry,
               and the identity of the person, entity or Group making any such
               Acquisition Proposal, request or inquiry and a copy of all
               written materials provided in connection with such Acquisition
               Proposal, request or inquiry.

          3.6  APPRAISAL RIGHTS. To the extent permitted by applicable law, the
               Stockholder shall not exercise any rights (including, without
               limitation, under Section 262 of the DGCL) to demand appraisal of
               any Shares that may arise with respect to the Merger.

          3.7  ADDITIONAL VOTING AGREEMENTS. If requested by Parent, the
               Stockholder agrees to use its commercially reasonable efforts to
               cause the other beneficial owners of any shares of Company Common
               Stock over which the Stockholder has shared voting or dispositive
               power (such shares, the "Shared Securities") to execute stock
               voting agreements and Irrevocable Proxies, in substantially
               similar form to this Agreement and the Irrevocable Proxy attached
               hereto, prior to the Effective Time. If not so requested by
               Parent, the Stockholder nonetheless agrees to use its


                                       4
<PAGE>


               commercially reasonable efforts to cause the Shared Securities to
               be voted in a manner consistent with this Agreement.

          4.   EFFECT OF PURPORTED TRANSFER. The Company agrees with, and
covenants to, each other party hereto that the Company shall not register the
transfer (book entry or otherwise) of any certificate or uncertified interest
representing any of the Shares, unless such transfer is made in compliance with
this Agreement. The parties hereto agree that any transfer of the Shares made
other than in compliance with this Agreement shall be null and void. Any such
transfer shall convey no interest in any of the Shares purported to be
transferred, and the transferee shall not be deemed to be a stockholder of the
Company nor entitled to receive a new share certificate or any rights, dividends
or other distributions on or with respect to such Shares.

          5.   TERMINATION. This Agreement shall terminate, and neither Parent
nor the Stockholder shall have any rights or obligations hereunder, and this
Agreement shall become null and void and have no effect on the earlier of (i)
the Effective Time or (ii) upon the termination of the Merger Agreement in
accordance with its terms.

          6.   ACTION IN THE STOCKHOLDER'S CAPACITY ONLY. Notwithstanding any
provision of this Agreement to the contrary, the Stockholder does not make any
agreement or understanding herein as director or officer of the Company. The
Stockholder signs solely in his capacity as Beneficial Owner of the Shares, and
nothing herein shall limit or affect any actions taken in his capacity as an
officer or director of the Company. Further, Parent covenants that it will not
bring, commence, institute, maintain, prosecute, participate in or voluntarily
aid any action, claim, suit or cause of action, in law or in equity, in any
court or before any governmental entity, which (i) alleges that any action taken
(or not taken) by Stockholder solely in Stockholder's capacity as a director or
officer of the Company breaches or violates or would breach or violate any
provision of this Agreement or the Proxy or (ii) challenges the right of
Stockholder to vote or challenges the validity or seeks to enjoin any vote by
Stockholder on any matter other than those matters set forth in Section 1
hereof.

          7.   DEFINITIONS. For the purposes of this Agreement:

          7.1      "Beneficial Ownership" or "Beneficial Owner" with respect to
                   any securities shall mean having "beneficial ownership" of
                   such securities (as determined pursuant to Rule 13d-3 under
                   the Securities Exchange Act of 1934 (the "Exchange Act"),
                   including pursuant to any agreement, arrangement or
                   understanding, whether or not in writing; provided, however,
                   that notwithstanding Rule 13d-3 under the Exchange Act,
                   "Beneficial Ownership" or "Beneficial Owner" for purposes of
                   this Agreement shall include only those securities over which
                   the Stockholder has sole voting and dispositive power.
                   Without duplicative counting of the same security by the same
                   holder, securities Beneficially Owned by a Person shall
                   include securities Beneficially Owned by all other Persons
                   with whom such Person would constitute a "group" as within
                   the meaning of Section 13(d)(3) of the Exchange Act.

          7.2      "Person" shall mean an individual, corporation, partnership,
                   joint venture, association, trust, unincorporated
                   organization or other entity.


                                       5
<PAGE>


          8.       MISCELLANEOUS.

          8.1      NOTICES. Any notice or communication required or permitted
                   hereunder shall be in writing and either delivered
                   personally, telegraphed or telecopied or sent by certified or
                   registered mail, postage prepaid, and shall be deemed to be
                   given, dated and received (i) when so delivered personally,
                   (ii) upon receipt of an appropriate electronic answerback or
                   confirmation when so delivered by telegraph or telecopy (to
                   such number specified below or another number or numbers as
                   such person may subsequently designate by notice given
                   hereunder), or (iii) five business days after the date of
                   mailing to the following address or to such other address or
                   addresses as such person may subsequently designate by notice
                   given hereunder, if so delivered by mail:

                   IF TO PARENT:          Range Resources Corporation
                                          777 Main Street
                                          Suite 800
                                          Fort Worth, Texas  76102
                                          Attention:  Rodney L. Waller
                                          Fax No.:  (817) 810-1950

                   WITH A COPY TO:        Vinson & Elkins L.L.P.
                                          3700 Trammell Crow Center
                                          2001 Ross Avenue
                                          Dallas, Texas  75201
                                          Attention:  Rodney L. Moore
                                          Fax No.:  (214) 999-7781

                   IF TO THE STOCKHOLDER: at the address set forth on Exhibit A

                   IF TO THE COMPANY:     Stroud Energy, Inc.
                                          801 Cherry Street, Suite 3800
                                          Fort Worth, Texas 76102
                                          Attention:  Patrick J. Noyes
                                          Fax No.:  (817) 882-8811

                   WITH A COPY TO:        Thompson & Knight L.L.P.
                                          1700 Pacific Avenue
                                          Suite 3300
                                          Dallas, Texas  75201
                                          Attention:  Joe Dannenmaier
                                          Fax No.:  (214) 969-1751


          8.2      FURTHER ACTIONS. Each of the parties hereto agrees that it
                   will use its commercially reasonable efforts to do all things
                   necessary to effectuate this Agreement. The Stockholder and
                   the Company hereby covenant and agree to


                                       6
<PAGE>


                   execute and deliver any additional documents reasonably
                   necessary or desirable to carry out the purpose and intent
                   of this Agreement.

          8.3      ENTIRE AGREEMENT. This Agreement, together with the documents
                   expressly referred to herein, constitutes the entire
                   agreement, and supersedes all prior agreements and
                   understandings, both written and oral, among the parties with
                   respect to the subject matter hereof.

          8.4      AMENDMENTS. This Agreement may not be modified, amended,
                   altered or supplemented, except upon the execution and
                   delivery of a written agreement executed by the parties
                   hereto. The failure of any party hereto to exercise any
                   right, power or remedy provided under this Agreement or
                   otherwise available in respect hereof at law or in equity, or
                   to insist upon compliance by any other party hereto with its
                   obligations hereunder, and any custom or practice of the
                   parties at variance with the terms hereof shall not
                   constitute a waiver by such party of its right to exercise
                   any such or other right, power or remedy or to demand such
                   compliance.

          8.5      EXPENSES. All costs and expenses incurred in connection with
                   this Agreement shall be paid by the party incurring such cost
                   or expense.

          8.6      SPECIFIC PERFORMANCE. Each of the parties hereto acknowledges
                   and agrees that in the event of any breach of this Agreement,
                   each non-breaching party would be irreparably and immediately
                   harmed and could not be made whole by monetary damages. It is
                   accordingly agreed that the parties hereto (i) will waive, in
                   any action for specific performance, the defense of adequacy
                   of a remedy at law and (ii) shall be entitled, in addition to
                   any other remedy to which they may be entitled at law or in
                   equity, including monetary damages, to compel specific
                   performance of this Agreement without the necessity of
                   posting bond or proving actual damages.

          8.7      ASSIGNMENT. This Agreement shall be binding upon and inure to
                   the benefit of the parties hereto and their respective
                   successors, assigns and personal representatives, but neither
                   this Agreement nor any of the rights, interests or
                   obligations hereunder shall be assigned by any of the parties
                   without the prior written consent of the other parties.

          8.8      GOVERNING LAW. This Agreement shall be governed and construed
                   in accordance with the laws of the State of Delaware, without
                   giving effect to the principles of conflicts of law thereof.

          8.9      COUNTERPARTS. This Agreement may be executed manually or by
                   facsimile in two or more counterparts, all of which shall be
                   considered one and the same agreement and shall become
                   effective when a counterpart hereof shall have been signed by
                   each of the parties and delivered to the other parties, it
                   being understood that all parties need not sign the same
                   counterpart.


                                       7
<PAGE>


          8.10     SEVERABILITY. Any term or provision of this Agreement that is
                   invalid or unenforceable in any jurisdiction shall, as to
                   such jurisdiction, be ineffective to the extent of such
                   invalidity or unenforceability without rendering invalid or
                   unenforceable the remaining terms and provisions of this
                   Agreement or affecting the validity or enforceability of any
                   of the terms or provisions of this Agreement in any other
                   jurisdiction. If any provision of this Agreement is so broad
                   as to be unenforceable, such provision shall be interpreted
                   to be only so broad as is enforceable.

          8.11     EFFECT OF HEADINGS. The section headings herein are for
                   convenience only and shall not affect the construction or
                   interpretation of this Agreement.

                            [SIGNATURE PAGE FOLLOWS]




                                       8
<PAGE>




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the date and year first above written.

                                             STROUD ENERGY, INC.


                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------


                                             RANGE RESOURCES CORPORATION


                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------


                                             STOCKHOLDER


                                             By:
                                                --------------------------------

                                             Print Name:
                                                        ------------------------


                   [SIGNATURE PAGE TO STOCK VOTING AGREEMENT]



<PAGE>


Instruction: If you are an individual and are married, please have your spouse
complete this form:

                                 SPOUSAL CONSENT



         I am the spouse of ____________________. On behalf of myself, my heirs
and legatees, I hereby join in and consent to the terms of the foregoing party's
Stock Voting Agreement, and agree to the voting of the Shares of the common
stock of the Company, beneficially owned by my spouse, that my spouse proposes
to vote pursuant to the Stock Voting Agreement.

Dated:                  , 2006
      ------------------

                                             -----------------------------------
                                             (Signature of Spouse)


                                             Printed Name:
                                                          ----------------------


<PAGE>



                                    EXHIBIT A

                     STOCK OWNERSHIP AND ADDRESS NOTICE LIST



Beneficial Ownership:              __________ shares of Company Common Stock.
                                   This number includes __________ shares which
                                   may be acquired upon exercise of stock
                                   options that are currently exercisable, but
                                   does not include __________ shares which may
                                   be acquired pursuant to stock options that
                                   are not currently exercisable.


Address for Notices:               ____________________

                                   ____________________

                                   ____________________

                                   ____________________

                                   Fax No.:____________


                                  EXHIBIT A-1

<PAGE>


                                    EXHIBIT B

                                IRREVOCABLE PROXY

         The undersigned stockholder of Stroud Energy, Inc., a Delaware
corporation (the "Company"), hereby irrevocably (to the fullest extent permitted
by law) appoints the directors on the board of directors of Range Resources
Corporation, a Delaware corporation (the "Parent"), and each of them, as the
sole and exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "Shares") in accordance with the terms
of this Proxy. The Shares beneficially owned by the undersigned stockholder of
the Company as of the date of this Proxy are listed on the final page of this
Proxy. Upon the execution of this Proxy by the undersigned, any and all prior
proxies given by the undersigned with respect to any Shares shall be revoked and
the undersigned hereby agrees not to grant any subsequent proxies with respect
to the Shares until after the Expiration Date (as defined below).

         This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Stock Voting Agreement
of even date herewith by and between the Parent, the Company and the undersigned
stockholder (the "Stock Voting Agreement"), and is granted in consideration of
the Parent and a wholly-owned subsidiary of Parent ("Merger Sub") entering into
the Agreement and Plan of Merger (the "Merger Agreement"), by and among the
Parent, Merger Sub and the Company, which provides for the merger of Merger Sub
with and into the Company, with the Company being the surviving corporation (the
"Merger"). This Proxy shall terminate and be of no further force and effect
automatically upon the Expiration Date. As used herein, the term "Expiration
Date" shall mean the date that the Stock Voting Agreement terminates in
accordance with its terms.

         The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting, consent and similar rights of the undersigned with respect
to the Shares (including, without limitation, the power to execute and deliver
written consents) (i) in favor of the approval of the Merger Agreement (or any
amended version or versions thereof) and the Merger, and all actions required in
furtherance thereof, at any meeting or meetings of the stockholders of the
Company, and at any adjournment, postponement or continuation thereof, at which
the Merger Agreement (or any amended version or versions thereof) and the Merger
are submitted for the consideration and vote of the stockholders of the Company;
(ii) against any action or agreement that would result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Merger Agreement or the Stock Voting
Agreement; and (iii) except as otherwise agreed to in writing in advance by
Parent, against the following actions (other than the Merger and the
transactions contemplated by the Merger Agreement): (A) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving the Company or its Subsidiaries; (B) a sale, lease or
transfer of a material


                                  Exhibit B-1

<PAGE>


amount of assets of the Company or its Subsidiaries; (C)(1) any change in a
majority of the persons who constitute the board of directors of the Company,
(2) any change in the present capitalization of the Company or any amendment of
the Company's Certificate of Incorporation or Bylaws, (3) any other material
change in the Company's corporate structure or business or (4) any other action
which is intended, or could reasonably be expected, to impede, interfere with,
delay, postpone or adversely affect in any material respect the Merger and the
transactions contemplated by the Merger Agreement.

         The attorneys and proxies named above may not exercise this Proxy to
vote, consent or act on any other matter except as provided above. The
undersigned stockholder may vote the Shares on all other matters.

         Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.

                  [Remainder of Page Intentionally Left Blank]


                                  Exhibit B-2

<PAGE>




Dated:            , 2006
      ------------
                                Signature of Stockholder:
                                                           --------------------

                                Print Name of Stockholder:
                                                           --------------------

                                Shares beneficially owned:

                                         shares of Company Common Stock
                                -------

                                         shares of Company Common Stock issuable
                                -------  upon the exercise of outstanding
                                         options, warrants or other rights