EXHIBIT 10.1

                             CONTRIBUTION AGREEMENT
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         This Contribution Agreement (the "Agreement") made as of the 4th day of
November, 2005 ("Agreement Date"), by and between ____________, ______
_____________, _____ ______, ______ ______, and ______ ______ (collectively the
"Contributors") and ________________________________________, a Delaware limited
partnership ("Partnership").

                                    RECITALS

         1. Contributors are collectively the owners of _____ shares (the
"Shares") in ________________________, a Connecticut corporation, (the
"Company"), each in the amount indicated on Schedule I attached hereto;

         2. Contributors desire to contribute to Partnership the Shares in
return for limited partnership interests or units, as limited partners, on a pro
rata basis each in the amount indicated on Schedule I, in the Partnership
("Units");

         3. In addition to the Units, Contributors will also receive Promissory
Notes, on a pro rata basis, the form of which is indicated on Schedule II
(collectively the "Notes").

                                    AGREEMENT

         NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

         A.       Definitions.

         a.       "Affiliate" when used with reference to a specified Person,
                  any Person who directly or indirectly through one or more
                  intermediaries controls, is controlled by, or is under common
                  control with the specified Person.

         b.       "Agreement" has the meaning set forth in the initial paragraph
                  hereof.

         c.       "Agreement Date" has the meaning set forth in the initial
                  paragraph hereof.

         d.       "Assignment" has the same meaning set forth in Paragraph N.

         e.       "Broker" has the meaning set forth in Paragraph I.

         f.       "Closing" has the meaning set forth in Paragraph F.

         g.       "Code" means the Internal Revenue Code of 1986, as amended.

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         h.       "Contributors" has the meaning set forth in the initial
                  paragraph hereof.

         i.       "Contributors' Documents" has the meaning set forth in
                  Paragraph F.

         j.       "ERISA" has the meaning set forth in Paragraph G.

         k.       "Notes" has the meaning set forth on Schedule II.

         l.       "Partnership" has the meaning set forth in the initial
                  paragraph hereof.

         m.       "Person" means any natural person, corporation, partnership,
                  trust or other entity.

         n.       "Shares" has the meaning set forth in Schedule I.

         o.       "Securities Act" has the meaning set forth in Paragraph G.

         p.       "Survival Period" has the meaning set forth in Paragraph H.

         q.       "Units" has the meaning set forth in Schedule I.

         r.       "Value" has the meaning set forth in Paragraph C.

         B. Contribution of Shares. Contributors shall contribute or cause to be
contributed to Partnership the Shares, in accordance with the terms and
conditions set forth herein, in exchange for Units and Notes, and Partnership
shall accept the Shares.

         C. Agreed Value. In consideration of the contribution to Partnership of
the Shares by Contributors, at the Closing Contributors shall receive (i) such
number of Units calculated in the manner set forth on Schedule I as set forth
opposite his or her name on Schedule I; and (ii) such principal amount of Notes
as set forth opposite his or her name on Schedule II.

         D. Conditions to Closing. Partnership's obligation under this Agreement
to accept the Shares and provide Contributors with Units and Notes is subject to
the satisfaction or waiver of the following conditions on, before, or
immediately after the Closing.

         a.       Accuracy of Representations and Warranties. The
                  representations and warranties of Contributors contained in
                  this Agreement and Contributors' Documents shall be true and
                  correct in all material respects on the date of Closing with
                  the same effect as though made on the Closing Date.

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         b.       Consents. All consents required to permit the consummation by
                  Contributor of the transaction contemplated by this Agreement
                  shall have been obtained.

         c.       Performance of Agreement. Contributors shall have performed,
                  in all material respects, all of their respective covenants,
                  agreements and obligations hereunder and under Contributors'
                  Documents.

         In the event that for any reason any of the conditions set forth in
this Paragraph D or elsewhere in this Agreement are not satisfied or waived by
Partnership at or prior to or immediately following the Closing, at
Partnership's option this Agreement shall be terminated and Partnership and
Contributors shall be released from their obligations under this Agreement and
neither Partnership nor Contributors shall have any further liability hereunder.
Subject to the provisions of Paragraph G hereof, the consummation of the
transaction contemplated hereby shall be deemed a waiver by Partnership of all
conditions set forth in this Paragraph D or elsewhere in this Agreement which
have not theretofore been satisfied or waived by Partnership.


         E. Transaction Costs. Except as otherwise specifically set forth
herein, all costs and expenses with respect to the transaction contemplated
hereby shall be borne by Partnership unless the transaction is not consummated
for any reason, in which event such costs and expenses shall be borne by
Contributors.

         F. Closing.

         a.       Time and Place; Contributors Requirements. The transaction
                  contemplated by this Agreement shall be consummated on
                  November __, 2005 at a time and place mutually agreed upon by
                  Partnership and Contributors ("Closing"). Partnership's
                  obligation to close this transaction is subject to delivery to
                  Partnership of each of the following, all in form and
                  substance reasonably satisfactory to Partnership immediately
                  prior to or after the Closing:

                  (i)      The execution and delivery to Partnership by
                           Contributors of, and the performance by Contributors
                           of their agreements under this Agreement and the
                           documents executed and delivered by it at Closing
                           (the "Contributors' Documents") and the contribution
                           of the Shares to Partnership by Contributors are
                           within the power of Contributors and;

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                  (ii)     This Agreement and the Contributors' Documents have
                           been duly executed and delivered by Contributors;

                  (iii)    This Agreement and the Contributors' Documents are
                           enforceable against Contributors; and

         b.       Partnership Requirements. At the Closing, Partnership shall
                  deliver to Contributors the number of Units and Notes
                  described in Paragraph C and shall execute and deliver those
                  Closing documents required to be executed by it in accordance
                  with Paragraph F or as may be otherwise necessary or
                  appropriate to consummate the transaction contemplated hereby.

         G. Representations and Warranties. Contributors make the following
representations and warranties to Partnership, all of which (a) are made only to
the best knowledge of the Contributors, (b) are true and correct in all material
respects on the Agreement Date and (c) shall be true and correct in all material
respects as of the Closing:

         a.       The Contributors acknowledge that they have been advised and
                  understand that: the Units have not been and will not be
                  registered under the Securities Act of 1933 (the "Securities
                  Act"); each Contributor must bear the economic risk of the
                  Units to be received by him or her for an indefinite period of
                  time because the Units have not been registered under the
                  Securities Act and, therefore, cannot be sold unless they are
                  subsequently registered under the Securities Act or an
                  exemption from such registration is available; and the Units
                  are subject to the restrictions on transfer set forth in the
                  Partnership Agreement.

         b.       The Units to be received by the Contributors hereunder shall
                  be held by the Contributors for investment purposes only, for

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                  his or her own account or for his or her account as trustee of
                  an employee benefit plan within the meaning of ERISA
                  ("Employee Retiree Income Security Act"), and the Contributors
                  have no present intention of selling, granting a participation
                  in, or otherwise distributing the same, other than in a
                  transaction that is exempt from registration under federal and
                  state securities laws, including upon death of the
                  Contributors in a transaction that is exempt from registration
                  under federal and state securities laws.

         c.       The Contributors will not offer, sell, transfer or assign
                  their Units, Notes, or any interest therein in contravention
                  of the Partnership's partnership agreement or the Securities
                  Act or any state or federal law.

         d.       The Contributors have no contract, understanding, agreement or
                  arrangement with any person or entity to sell, transfer (other
                  than in a transaction that is exempt from registration under
                  federal and state securities laws) or grant a participation to
                  such person or entity or any other person or entity, with
                  respect to any or all of the Units and/or Notes they will
                  receive in accordance with the provisions hereof.

         e.       The Contributors understand that the Units are not being
                  registered under the Securities Act but are being issued in
                  reliance upon an exemption which is in part predicated on the
                  representations, warranties and agreements made by the
                  Contributors in this Agreement.

         f.       Each of the Contributors are "accredited investors" within the
                  meaning of Regulation D under the Securities Act and have
                  knowledge and experience in financial and business matters
                  such that they are capable of evaluating the merits and risks
                  of receiving and owning the Units and Notes and the
                  Contributors are able to bear the economic risk of such
                  ownership.

         g.       Each of the Contributors either (i) have a preexisting
                  personal or business relationship with Partnership or one or
                  more of its partners, officers, directors or controlling
                  persons, consisting of personal or business contacts of a
                  nature and duration such as has enabled Contributors to be
                  aware of the character, business acumen and general business
                  and financial circumstances of the person with whom such
                  relationship exists, or (ii) by reason of Contributors'
                  business or financial experience have the capacity to protect
                  their own interests in connection with the transaction.

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         h.       Contributors are able to bear the economic risk of
                  Contributors' investment in the transaction.

         i.       Contributors understand the risks of, and other considerations
                  relating to, the acquisition of the Units and Notes.

         j.       Contributors have been provided an opportunity to ask
                  questions of, and have received answers from, the Partnership
                  and their representatives regarding the offering of the Units
                  and Notes, and have obtained all additional information
                  requested by the Contributors of the Partnership and their
                  representatives to verify the accuracy of all information
                  furnished to the Contributors.

         H.Survival of Representations and Warranties; Limitation of Liability.

         a.       Survival. All representations and warranties in this Agreement
                  are made to the Contributors' best knowledge, and shall
                  survive the Closing to the end of the period expiring two
                  years after the date of Closing, except for the
                  representations and warranties contained in Paragraph G which
                  shall survive until the termination of the statutory
                  limitation period, including available extensions or tolling
                  periods, (the "Survival Period"), at which time such
                  representations and warranties shall terminate and be of no
                  further force and effect; provided, however, that any specific
                  claim set forth in any written notice with respect to a breach
                  of representation or warranty delivered to Contributors prior
                  to the expiration of the Survival Period shall survive the
                  expiration of the Survival Period.

         b.       Indemnification. The Contributors shall defend, indemnify and
                  hold the Partnership harmless from and against any and all
                  losses, claims, liabilities, judgments and other matters,
                  including but not limited to, reasonable attorneys fees (the
                  "Losses") arising out of or incurred in connection with, a
                  breach of any representation, warranty or covenant of
                  Contributor under this Agreement. In the event that the
                  Partnership incurs Losses, to the extent that the Contributors
                  are finally determined, by agreement between the Contributors

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                  and the Partnership or by a court of competent jurisdiction
                  after all appeal periods have run, to be required to indemnify
                  the Partnership for such Losses as provided herein, then the
                  liability of the Contributors for such Losses of the
                  Contributors shall be limited as provided in and satisfied in
                  accordance with the agreement of limited partnership of the
                  Partnership.

         I. Brokers. Each party represents and warrants to the other that it has
dealt with no broker, finder or other person (collectively, "Broker") with
respect to this Agreement or the transactions contemplated hereby and that no
Broker is entitled to a commission as a result of this transaction. Partnership
and Contributors each agree to indemnify and hold harmless each other against
any loss, liability, damage, expense or claim incurred by reason of any
brokerage commission or finder's fee alleged to be payable because of any act,
omission or statement of the indemnifying party. Such indemnity obligation shall
be deemed to include the payment of reasonable attorney's fees and court costs
incurred in defending any such claim.

         J. Complete Agreement. This Agreement represents the entire agreement
between Contributors and Partnership covering everything agreed upon or
understood in this transaction. There are no oral promises, conditions,
representations, understandings, interpretations or terms of any kind as
conditions or inducements to the execution hereof or in effect between the
parties. No change or addition shall be made to this Agreement except by a
written agreement executed by Contributors and Partnership.

         K. Authorized Signatories. The persons executing this Agreement for and
on behalf of Partnership and Contributors each represent that they have the
requisite authority to bind the entities on whose behalf they are signing.

         L. Partial Invalidity. If any term, covenant or condition of this
Agreement is held to be invalid or unenforceable in any respect, such invalidity
or unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid or unenforceable provision had
never been contained herein.

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         M. Notices. All notices and other communications required or permitted
to be given hereunder shall be in writing and shall be given by personal
delivery, by United States registered or certified mail (postage prepaid, return
receipt requested) addressed as hereinafter provided or via telephonic facsimile
transmission. Notice shall be sent and deemed given when (a) if personally
delivered, then upon receipt by the receiving party, or (b) if mailed, then
three (3) days after being postmarked, or (c) if sent via telephonic facsimile
transmission, then upon receipt by a designated facsimile receiving device in
the office of the receiving party. All notices to or from any party or entity
having privity of contract or estate with the Company or to or from any
Federal, State or local authority delivered or received in connection with the
Company, not of a routine nature, shall be sent to Partnership as soon as is
practicable after delivery but not more than five (5) business days following
receipt by Contributor.

         Any party listed below may change its address hereunder by notice to
the other party listed below. Until further notice, notice and other
communications hereunder shall be addressed to the parties listed below as
follows:

If to Contributors:    -------------------
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If to Partnership:     -------------------
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         N. Assignment. Partnership shall have the right to assign this
Agreement to any entity controlling, controlled by or under common control with
Partnership, without the consent of Contributor.

         O. Miscellaneous.

         a.       This Agreement shall be interpreted and enforced according to
                  the laws of the State of Delaware without regard to the
                  principles of conflicts of law.

         b.       All headings and sections of this Agreement are inserted for
                  convenience only and do not form part of this Agreement or
                  limit, expand or otherwise alter the meaning of any provisions
                  hereof.

         c.       This Agreement may be executed in any number of counterparts,
                  each of which shall be deemed to be an original and all of
                  which shall constitute one and the same agreement. Facsimile
                  signatures shall be deemed effective execution of this
                  Agreement and may be relied upon as such by the other party.
                  In the event facsimile signatures are delivered, originals of
                  such signatures shall be delivered to the other party within
                  three (3) business days after execution.

         d.       The rights and obligations of Contributor and Partnership
                  herein contained shall inure to the benefit of and be binding
                  upon the parties hereto and their respective personal
                  representatives, heirs, successors and assigns.

         e.       The provisions of this Agreement are intended to be for the
                  sole benefit of the parties hereto and their respective
                  successors and assigns, and none of the provisions of this
                  Agreement are intended to be, nor shall they be construed to
                  be, for the benefit of any third party.

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         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day first written above.

                             CONTRIBUTORS:



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                                 PARTNERSHIP:

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                                 BY:  ---------------------------
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                                 By:  ----------------------
                                 Its: ----------------------


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                                   SCHEDULE I
<TABLE>
<CAPTION>
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Contributors                 Number of Shares ("Shares") in Eternal   Number of Units ("Units") of ________
                             Enterprise, Inc. contributed to          _____________________________________
                             _______________________________          exchanged for Shares of _____________
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<S>                         <C>                                      <C>

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Total
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</TABLE>




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                                  SCHEDULE II

                             FORM OF PROMISSORY NOTE

PROMISSORY NOTE
---------------


$_________________                                             November __, 2005

     FOR VALUE RECEIVED ___________ (the "Borrower"), promises to pay to the
     order of _______, an individual, with an address at
     _______________________________________________________________________
     (the "Lender"), the principal sum of $_________, together with interest
     computed from the date hereof at the prime rate in effect at Citibank N.A.
     on the date hereof, until paid in full, at the times and installments set
     forth below.

         The entire balance of principal and interest hereunder shall be due and
payable on November __, 2010.

         This Note is issued in accordance with the terms and conditions set
forth in the Contribution Agreement, of even date herewith, by and between the
Borrower and the Lender (the "Contribution Agreement").

     Notwithstanding any provision contained herein or in the Stock Purchase
     Agreement, the total liability of Borrower for payment of interest pursuant
     hereto, including late charges, shall not exceed the maximum amount of such
     interest permitted by law to be charged, collected, or received from
     Borrower, and if any payments by Borrower include interest in excess of
     such a maximum amount, Lender shall apply such excess to the reduction of
     the unpaid principal amount due pursuant hereto, or if none is due, such
     excess shall be refunded to Borrower.

     Upon the maturity hereof, by acceleration or otherwise, and/or after
     judgment, interest shall be payable at the rate of ____% percent per annum
     or at the judgment rate, whichever is higher, until the obligation is paid
     in full. In addition, all costs and expenses incurred by the holder hereof,
     including, but not limited to, reasonable attorneys' fees and
     disbursements, as a result of a default hereunder, shall be added to the
     principal amount due hereunder.


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         Any interest not paid when due hereunder shall be added to the
principal amount of this Note and shall bear interest from its due date at the
applicable interest rate specified above.

     The Borrower shall have the right to prepay all or any portion of the
     principal of this Note with interest to the date of such prepayment. All
     payments shall be applied first toward the payment of interest and the
     balance towards the reduction of principal.

         The Borrower shall pay all of Lender's reasonable expenses incurred to
enforce or collect any of the amounts due under this Note including, without
limitation, reasonable arbitration, paralegals', attorneys' and experts' fees
and expenses, whether incurred without the commencement of a suit, in any trial,
arbitration, or administrative proceeding, or in any appellate or bankruptcy
proceeding.

         The Borrower and all endorsers, sureties, and guarantors hereof,
jointly and severally waive presentment, demand for payment, notice of dishonor,
notice of protest and protest, and all other notices or demands in connection
with the delivery, acceptance, performance, default, indorsement or guaranty of
this instrument.

         This Note shall be construed and enforced in accordance with the laws
of the State of New York. The undersigned hereby consents to the in personam
jurisdiction of the courts of the State of New York. Wherever possible each
provision of this Note shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Note shall be
prohibited by or invalid under applicable law, such provisions shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Note.



                                               By: _____________________________
                                                      _________________


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