Stock Issuance and Redemption Agreement

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					                     Stock Issuance, Option and Repurchase Agreement

       This Stock Issuance, Option and Repurchase Agreement is made and entered into as of
              , by and between                          (the “Company”), and
              (the “LLC”);


        A. Pursuant to a reorganization of the Company and a restructuring of its obligations to
its creditors, the Company has agreed to issue              shares of its Common Stock (the
“Shares”) to the LLC, on behalf of certain creditors who have become members of the LLC;

       B. The Shares are being issued upon the cancellation of obligations amounting to $
        owed by the Company to the members of the LLC (the “Base Repurchase Amount”);

       C. The Company and the LLC desire to provide for the issuance of the Shares, and the
possible repurchase of the Shares from the LLC upon the terms and conditions hereinafter set

        NOW, THEREFORE, in consideration of the covenants, agreement and considerations
herein contained, the LLC and the Company agree as follows:

       1.      Issuance of Shares; Funding of LLC.

       (i) Concurrently with the execution of this Agreement, the Company shall issue the
Shares to the LLC, and shall deliver to the LLC a stock certificate in customary form
representing the Shares. The certificate representing the Shares, and any substitute or
replacement certificate, shall bear the following legends:

       The securities represented hereby have not been registered under the Securities
       Act of 1933, as amended, or the securities laws of any state of the United States or
       any other jurisdiction. The securities represented hereby may not be offered or
       sold in the absence of an effective registration statement for the securities under
       applicable securities laws unless offered, sold or transferred pursuant to an
       available exemption from the registration requirements of those laws.

       The securities represented hereby are subject to a Stock Issuance, Option and
       Repurchase Agreement between Fifth and Broadway Botanical Services, Inc. and
       the holder, dated May         , 2003, which restricts the transferability of the
       securities. Reference is made to the Stock Issuance, Option and Repurchase
       Agreement for a complete statement of its terms.

       (ii) The Company has contributed $10,000 to the LLC to assist it in retaining counsel and
accountants in connection with its initial organization. Thereafter, during each calendar year, the
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Description: Stock Issuance and Redemption Agreement in connection with reorganization of LLC
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