SELLING STOCKHOLDERS AGREEMENT
THIS SELLING STOCKHOLDERS AGREEMENT is made this 28th day of June, 2004 (the "Agreement") by
and between each of the Selling Stockholders as identified on Schedule A attached hereto (hereinafter referred to
as the "Selling Stockholders") and BOULDER ACQUISITIONS, INC., a Nevada corporation (the
WHEREAS, the Selling Stockholders are stockholders of the Company, each of which acquired their shares in
validly authorized transactions, and each Selling Stockholder is the beneficial owner of such Securities as
identified next to his name on Schedule A attached hereto; and
WHEREAS, the Company intends to file a registration statement on Form SB-2 with the Securities and
Exchange Commission (the "Commission") as soon as practicable and the Selling Stockholders have advised the
Company that all of the Securities are to be included in such registration statement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the meaning set forth below:
(a) "Commission" shall mean the United States Securities and Exchange Commission or any other federal agency
at the time administering the Securities Act.
(b) "Common Stock" shall mean the Company's Common Stock, par value $0.001 per share.
(c) "Company" shall mean Boulder Acquisitions, Inc., a Nevada corporation.
(d) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute,
and the rules and regulations of the Commission hereunder, all as the same shall be in effect at the time.
(e) "Indemnifying Party" shall have the meaning as set forth in Section 5 of the Agreement.
(f) "Person" shall mean an individual, a corporation, a partnership, a limited liability company, a joint venture, a
trust, an estate, an unincorporated organization, a government and any a