KIRSHNER INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>restriction.txt
<TEXT>
                     STOCK RESTRICTION AGREEMENT

     THIS STOCK RESTRICTION AGREEMENT (the "Agreement") is made as
of the ______ day of May, 2002 (the "Effective Date"), by and
between Kirshner International, Inc., a Delaware corporation (the
"Company") Keith Webb (the  "Stockholder").

     WHEREAS, the Stockholder owns 1,000,000 shares (the "Subject
Shares") of the common stock of the Company par value $.001(the
"Common Stock") after (i) the contribution by Webb of eighty eight
million seven hundred fifty thousand (88,750,000) shares of Common
Stock to the capital of International; and (ii) the transfer by Webb
of two hundred fifty thousand shares of Common Stock to Donald
Mastropietro, all as required under that certain Stock Exchange
Agreement dated May 6, 2002 (the "Stock Exchange Agreement");

     WHEREAS, it is a condition to the Closing (as such term is
defined in the Stock Exchange Agreement)  for Stockholder to execute
this Agreement, and Stockholder has determined that it is in the
best interests of Stockholder for the transactions contemplated by
the Stock Exchange Agreement to be undertaken;

     WHEREAS, to induce the parties to the Stock Exchange Agreement
to conclude the Closing (as such term is defined in the Stock
Exchange Agreement) the Stockholder is willing to enter into this
Agreement.

     NOW, THEREFORE, for  $10.00 and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed between the parties as follows:

     1.   Limitations on Transfer.

          (a)  In addition to any other limitation on transfer
created by applicable securities laws, for a period of twenty four
(24) months from the Effective Date (the "Restriction Period"),
Stockholder shall not transfer, assign, hypothecate, donate,
encumber or otherwise dispose of any interest in the Subject Shares
except in conformity with the following:

               (1)  After the expiration of twelve (12) months from
     the Effective Date, Stockholder may, subject to applicable
     securities laws, transfer, assign, hypothecate, donate,
     encumber or otherwise dispose of an interest in up to Two
     Hundred Fifty Thousand (250,000) Subject Shares;

               (2)  After the expiration of sixteen (16) months from
     the Effective Date, Stockholder may, subject to applicable
     securities laws, transfer, assign, hypothecate, donate,
     encumber or otherwise dispose of an interest in up to an
     additional Two Hundred Fifty Thousand (250,000) Subject Shares;

               (3)  After the expiration of twenty (20) months from
     the Effective Date, Stockholder may, subject to applicable
     securities laws, transfer, assign, hypothecate, donate,
     encumber or otherwise dispose of an interest in up to an
     additional Two Hundred Fifty Thousand (250,000) Subject Shares.

          (b)  After expiration of the Restriction Period,
Stockholder may assign, hypothecate, donate, encumber or otherwise
dispose of any interest in the Subject Shares in any manner deemed
appropriate by Stockholder provided that any such disposition shall
be in compliance with applicable securities laws and the provisions
of any separate agreement that may apply to such Subject Shares.

     2.   Rights of Stockholder.  Subject to the provisions of
paragraph 1 , Stockholder shall exercise all rights and privileges
of a stockholder of the Company with respect to the Subject Shares.
Stockholder shall be deemed to be the holder for purposes of
receiving any dividends that may be paid with respect to the Subject
Shares and for the purpose of exercising any voting rights relating
to such Subject Shares, even if the Restriction Period has not yet
expired.

     3.   Restrictive Legends.  All certificates representing the
Subject Shares shall have endorsed thereon legends in substantially
the following forms (in addition to any other legend which may be
required by any other agreements to which the Stockholder is a party):

          (a)  "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS OF A STOCK RESTRICTION AGREEMENT (THE
"RESTRICTION AGREEMENT") BETWEEN THE COMPANY AND THE REGISTERED
HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS
COMPANY.  ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT
TO SUCH RESTRICTION AGREEMENT IS VOID UNLESS IN SPECIFIC CONFORMITY
WITH THE TERMS OF THE RESTRICTION AGREEMENT."

          (b)  Any legend required by appropriate blue sky officials.

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

     5.   Miscellaneous.

          (a)  Attorneys' Fees; Specific Performance.  Stockholder
shall reimburse the Company for all costs incurred by the Company in
enforcing the performance of, or protecting its rights under, any
part of this Agreement, including reasonable costs of investigation
and attorneys' fees.

          (b)  Counterparts.  This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one instrument.

          (c)  Entire Agreement; Amendment.  This Agreement
constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes and merges all prior
agreements or understandings, whether written or oral.  This
Agreement may not be amended, modified or revoked, in whole or in
part, except by an agreement in writing signed by each of the
parties hereto.

          (d)  Further Execution.  The parties agree to take all
such further action(s) as may reasonably be necessary to carry out
and consummate this Agreement as soon as practicable.

          (e)  Governing Law; Venue.  This Agreement shall be
governed by and construed in accordance with the laws of the State
of Delaware.  The parties agree that any action brought by either
party to interpret or enforce any provision of this Agreement shall
be brought in, and each party agrees to, and does hereby, submit to
the jurisdiction and venue of, the appropriate state or federal
court for the district encompassing the Company's principal place of
business.

          (f)  Independent Counsel. Stockholder has been provided
with an opportunity to consult with Stockholder's own counsel with
respect to this Agreement.

          (g)  Notices.  All notices required or permitted hereunder
shall be in writing and shall be deemed effectively given: (i) upon
personal delivery to the party to be notified, (ii) when sent by
confirmed telex or facsimile if sent during normal business hours of
the recipient; if not, then on the next business day, (iii) five (5)
days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (iv) one (1) day after
deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt.  All
communications shall be sent to the party to be notified at the
address as set forth on the signature pages hereof or at such other
address as such party may designate by ten (10) days advance written
notice to the other parties hereto.

          (h)  Severability.  If one or more provisions of this
Agreement are held to be unenforceable under applicable law, the
parties agree to renegotiate such provision in good faith.  In the
event that the parties cannot reach a mutually agreeable and
enforceable replacement for such provision, then (i) such provision
shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded
and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.

          (i)  Successors and Assigns.  This Agreement shall inure
to the benefit of the successors and assigns of the Remaining
Shareholder and the Company and, subject to the restrictions on
transfer herein set forth, be binding upon Stockholder and his
heirs, beneficiaries and personal representatives.


                    (Signatures Appear Next Page)

     In Witness Whereof, the parties hereto have executed this
Agreement as of the day and year first above written.


                                   Corporation:

                                   Kirshner International, Inc.



                                   By:___________________________
                                        Donald Kirshner, President


                                   Stockholder:



                                   ______________________________
                                        Keith Webb

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