election.

]*NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other valuable consideration, receipt of which is hereby acknowledged, it is mutually agreed and covenanted by and among the parties to this Agreement as follows:

1.            Restrictions on Stock

1.1          Scope of Agreement

This Agreement shall apply to all transfers of Shares, either now owned or hereafter acquired, by the Shareholders, whether voluntary, involuntary, or by operation of law, whether resulting from death, bankruptcy, insolvency, or otherwise.

*[1.2      Shares Issued Upon Exercise of Purchase Rights

This Agreement shall also apply to any stock options and any warrants, stock conversion privileges, or any other share rights actually or beneficially now or hereafter owned by a Shareholder in the Corporation and all shares or rights to shares of any other Corporation into which such Shares may be changed, or for which they may be exchanged, whether through reorganization, recapitalization, stock split-up, combinations of shares, merger, or consolidation.

]**[1.3 Shares Owned With Spouse

It is understood by the parties hereto that the Shares owned by some of the Shareholders are owned jointly by said Shareholder and his or her spouse.  The parties hereto agree that the spouses of the respective Shareholders shall in all respects be bound by this Agreement and that in the event that a Shareholder is required to sell his Shares pursuant to this Agreement, the respective spouse must comply with this Agreement as to Shares owned by such spouse as if the Shares were owned by the Shareholder and shall execute any and all documents required as a result thereof.  It is further understood and agreed by the parties hereto that the provisions of this Agreement which trigger an option or obligation to sell stock of the Corporation refer only to events relating to the said Shareholders and will have no force or effect upon events relating to their respective spouses.

]**[1.4 Shares Jointly Owned

As applied to Shares owned jointly by any two or more Shareholders, if upon the death of one of the joint owners the decedent’s interest in the shares passes to one or more of the remaining joint owners, whether by will, by intestate succession, by operation of law, or by any other provision of law, the provisions of this Agreement shall apply upon the death of the last of the joint owners to die.

]*1.5      Restrictions on Transfer by Shareholder

Except as otherwise provided in this Agreement or as agreed upon by the prior written consent of

the other Shareholders, no Shareholder shall or may sell, exchange, deliver or assign, dispose of, bequeath or gift, pledge, mortgage, hypothecate or otherwise encumber, transfer, or permit to be transferred, whether voluntarily, involuntarily, or by operation of law (including, without limitation, the laws of bankruptcy, insolvency, intestacy, descent, and distribution and succession), all or any of the Shares which are now owned or hereafter acquired by such Shareholder.

*[1.6      Permitted Transfers Upon Death of Shareholder

*[Notwithstanding the provisions of this Agreement, in the event of the death of a Shareholder, all of the Shares registered on the books of the Corporation in the name of the deceased Shareholder may be transferred by testamentary instrument to the executor, administrator, personal representative, estate, distributee, or distributees of the estate of the deceased Shareholder (and the transfer shall be registered on the books of the Corporation), provided that, as a condition precedent to the transfer of the Shares, the prospective transferee of the Shares shall:  (1) provide, or cause to be provided, to the Corporation, if requested by the Corporation, sufficient evidence of the legal right and authority of the prospective transferee to have the Shares so transferred and registered, and (2) comply with the provisions of this Agreement.  In the event that neither the estate of the deceased Shareholder nor its distributees elect to acquire said Shares, the provisions of Section 4 herein shall be applicable to such Shares.

]**[Any shares transferred at the death of a Shareholder by virtue of a will or the applicable intestacy laws to an individual (or to a trust whose sole beneficiary is an individual) who at the time of the death of the Shareholder is either a Shareholder or a director, or is employed by the Corporation as an executive officer, shall be exempt from the provisions of this Agreement, unless the devisee, legatee, or beneficiary, as the case may be, shall otherwise elect within [spelled number of days] (______) days after the notice of the buy-out right required by Section 7.1 is delivered.

]**[Any shares transferred at the death of a Shareholder by virtue of a will or the applicable intestacy laws to a member of the deceased Shareholder’s immediate family (or to a trust all of whose beneficiaries are members of the deceased Shareholder’s immediate family) shall be exempt from the provisions of this Agreement unless the devisee, legatee, or beneficiary, as the case may be shall otherwise elect within [spelled number of days] (______) days after the notice required by Section 7.1 is delivered.  For purposes hereof, the immediate family of a deceased Shareholder shall mean the deceased Shareholder’s spouse, parents, lineal descendants (including adopted children and stepchildren), the spouse of any lineal descendant, and brothers and sisters.

]*]**[1.7             Permitted Gifts

*[Notwithstanding the provisions of Section 1.2 hereof, all or any portion of the Shares of a Shareholder may at any time or times be transferred by the Shareholder to any of the following (and such transfer shall be registered on the books of the Corporation):  (a) the Shareholder’s parent, spouse, brother or sister, natural or adopted lineal descendant, or spouse of such descendant; (b) any other Shareholder; (c) the trustee of a trust, whether inter vivos or

testamentary, of which only the Shareholder and/or any person or persons named in (a) or (b) of this section is the beneficiary or beneficiaries; (d) a corporation, foundation, or other organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended (“Code “), or in a comparable successor provision, and exempt from income taxation under section 501(a) of the Code or under a comparable successor provision; or (e) the settlor or settlors or beneficiary or beneficiaries of a trust, but only if the trustee of such trust was previously a party to this Agreement as a Shareholder; provided, however, that as a condition precedent to any transfer of the Shares as provided in this section, the transferee shall comply with the provisions of this Agreement.  In the event that any Shareholder shall transfer any or all of his Shares to any person or entity pursuant to this section, and in the further event that the Shareholder shall be required to transfer all of his Shares to the Corporation and/or any other Shareholder pursuant to any provision of this Agreement, the transferee of the Shareholder’s Shares shall be required to transfer all of the Shares that are required to be transferred by the Shareholder to the Corporation and/or the other Shareholders upon the same terms and conditions as the Shareholder.

]**[Notwithstanding the provisions of Section 1.2, any Shareholder may transfer, by bona fide gift, all or part of his or her Shares to:

(a)          A spouse, brother, sister, parent, child or grandchild of a Shareholder;

(b)          A “Qualified S Corporation Trust”, as that term is defined in §1361(d)(3) of the Code, for the benefit of a spouse, brother, sister, parent, child or grandchild of a Shareholder; or

(c)           A trust which, under the provisions of Subpart E of Part I of Subchapter J of Chapter 1 of Subtitle A of the Code as in effect on the date of the transfer, treats the granting Shareholder at all times, from the date of the transfer through the earlier of such Shareholder’s death or termination of the trust, as the owner of all the trust assets and expressly provides in the trust agreement that:  (1) upon the death of Shareholder all shares and options must be distributed to one individual who is a citizen of the United States and (2) upon termination of the trust for any reason other than the death of Shareholder, all shares and options must be distributed to the granting Shareholder; provided, before any transfer is made, all transferees permitted by this section, including the beneficiaries of any trust, must agree (a) to become parties to or, in the case of beneficiaries, agree to be bound by, this Agreement with respect to all Shares and all Shares acquired in the future and (b) to take all action necessary to maintain the status of the Corporation as an S Corporation.  Such transferee’s agreement shall be in writing and in a form acceptable to the Corporation.

]*]**[1.8             Permitted Encumbrances

*[Notwithstanding the other provisions of this Agreement, a Shareholder may, in accordance with the provisions of this section, assign, pledge, mortgage, hypothecate, or otherwise encumber all or any of the shares of Stock now owned or hereafter acquired by such Shareholder in connection with any bona fide indebtedness owed by such Shareholder; provided, however, that

the following shall be an express written condition of any such assignment, pledge, mortgage, hypothecation, or other encumbrance.  If such Shareholder should default in the payment of or in any other manner on the note or other obligation secured by the aforesaid assignment, pledge, mortgage, hypothecation, or other encumbrance, then the Corporation (and, to the extent the Corporation does not act, the other Shareholders) shall have the right and power to cure such default (and to receive such assigned, pledged, mortgaged, hypothecated, or otherwise encumbered shares of Stock as consideration therefor) in order to acquire title to such shares of Stock and to prevent the so-secured creditor or creditors from taking title (either legal or equitable) to such shares of Stock.

]**[Notwithstanding the provisions of this Agreement, any of the Shareholders may encumber his or her Shares by pledge, hypothecation, or otherwise, in connection with a personal debt, but any encumbrance is subject to the following conditions:

(a)          If such Shareholder defaults on the debt secured by his or her Shares, he or she must send a written notice thereof promptly to the Corporation and each of the other Shareholders, by registered or certified mail, return receipt requested, with an offer to sell the Shares at the price provided in this Agreement.  Such notice shall include the name and address of the Shareholder’s creditor, the original amount of the debt, the amount remaining to be paid on the debt (including accrued interest), the date on which the debt was incurred, a true copy of the note or other evidence of the debt and any other documentation of the debt, including the security agreement, and any other facts that are reasonably or would be deemed material to the encumbrance.

(b)          Each Shareholder shall have [spelled number of days] (______) days from the date of mailing such notice in which to elect to purchase all or any of his or her pro rata share of the encumbered Shares.  The Shareholders may elect to purchase the encumbered Shares in proportion to their respective ownership of the Corporation’s Shares, exclusive of the encumbered Shares, or in such other proportion as they may agree upon in a written instrument signed by each of them.

(c)           If the Shareholders do not elect to purchase all the encumbered Shares within the [spelled number of days] (______) day period, the Corporation shall have [spelled number of days] (______) days from the expiration of the Shareholders’ option period in which to elect to purchase not less than all of the encumbered Shares that the Shareholders did not elect to purchase.

(d)          If the Shareholders and the Corporation fail to cure the offering Shareholder’s default on his or her underlying debt in accordance with the provisions of this Section, such Shareholder’s creditor may take legal or equitable title to the encumbered Shares through any legal remedies that are available.  The provisions of this Section shall not be deemed as an expansion or affirmation of the secured creditor’s legal rights.

]*]**[1.9             Permitted Transfers to Specified Persons

Notwithstanding the provisions of Section 1.2, the following transfers are permitted and shall not

be subject to any of the restrictions set forth in this Agreement:

______

]**[1.10               Prohibited Shareholders

Notwithstanding any provision to the contrary contained herein, no Shareholder (or his/her personal representative) may transfer, and no person may acquire, the beneficial ownership of any of the Shares now owned or hereafter acquired if such transfer or acquisition would cause the Corporation’s S status to terminate.  Specifically, no transfer may be made to, and no acquisition may be made by:

(a)          Any person who would cause the Corporation to have more than 35 shareholders;

(b)          Any nonresident alien; or

(c)           Any person other than an individual or an estate or trust described in §1361(c)(2) of the Internal Revenue Code of 1986, as amended, or comparable successor provisions.

]**[1.11               Donor’s Right of First Offer

Despite any provision of this Agreement to the contrary, if any permitted transferee of any donor Shareholder tries to transfer any or all of his or her Shares received from that donor Shareholder to anyone other than that donor Shareholder and/or the permitted transferee’s permitted transferees, or if any such Shares would be transferred, awarded, or confirmed to any such person (whether voluntarily, involuntarily, or by operation of law) were it not for the provisions of this paragraph, then that donor Shareholder shall have the exclusive right to purchase any or all of the Shares that would be transferred but for this paragraph, during a period of [spelled number of days] (______) days after the Corporation receives notice specifying the name and address of the proposed transferee, the Shares proposed to be transferred, awarded, or confirmed, and any price for which the Shares are to be transferred, awarded, or confirmed or the permitted transferee’s desire to transfer the Shares or of any event or occurrence that would cause the Shares to be transferred, awarded, or confirmed.  If the donor Shareholder does not timely exercise this right, then the notice shall be considered to be the Offer Notice, and the Corporation and the Shareholders (including the donor Shareholder) shall have the right to purchase the Shares that would be transferred but for this paragraph as otherwise provided in the Agreement.

]*1.12   Agreement Binding Upon Transferees

In the event that, at any time or from time to time, any Shares are transferred to any party, other than the Corporation or any Shareholder, pursuant to any provision hereof, the transferee shall take such Shares pursuant to all provisions, conditions, and covenants of this Agreement, and, as a condition precedent to the transfer of such Shares, the transferee shall agree, for and on behalf of himself/herself or itself, his/her or its legal representatives, and his/her or its transferees and assigns, in writing to be bound by all provisions of this Agreement as a party hereto and in the capacity of a Shareholder.  In the event that there shall be any transfer to any person or entity

pursuant to any provision of this Agreement and in compliance with the provisions of this section, all references herein to the Shareholders or to any Shareholder shall thereafter be deemed to include such transferee, and the provisions of this Agreement shall thereafter be applicable to such transferee (and not the transferor Shareholder).

1.13        Stock Transfer Record

The Corporation shall keep a stock transfer book in which shall be recorded the name and address of each Shareholder.  No transfer or issuance of any Shares shall be effective or valid unless and until recorded in the stock transfer book.  The Corporation agrees not to record any transfer or issuance of Shares in the stock transfer book unless the transfer or issuance is in strict compliance with all provisions of this Agreement.  Each Shareholder agrees that, in the event he/she desires to make a transfer within the provisions hereof, he/she shall furnish to the Corporation such evidence of his/her compliance with this Agreement as may be reasonably required by the Board of Directors of, or counsel for, the Corporation.

1.14        Transfers in Violation of Agreement

Any purported sale, assignment, mortgage, hypothecation, transfer or pledge of, creation of a security interest in, lien or encumbrance on, gift, nonvoting trust, or any other disposition of any shares by any Shareholder or any successor to any Shareholder that violates any provision of this Agreement, will be invalid and the Corporation will not transfer any of such shares on its books, nor will any of such shares be entitled to vote or receive dividends thereon, during the period of any such violation.  Such disqualifications will be in addition to, and not in substitution of, any other legal or equitable remedies to enforce such provisions.  The Corporation and its officers, directors, and employees shall not be liable to any person for any action or refusal to act taken under the provisions of this subsection.

*[1.15   Corporation’s Option To Purchase Shares Transferred in Violation of Agreement

In the event that any Shareholder (hereinafter referred to as the “Offending Shareholder”) sells, assigns, transfers, gives, pledges, encumbers, or otherwise disposes of or grants a security interest in any of the Shares owned by him/her other than in strict accordance with the terms of this Agreement, then in addition to the right to any other remedies hereunder (including the right to obtain specific performance) the Corporation shall have the option to purchase such Shares from the person, trust, association, company, firm, or corporation (hereinafter referred to as the “Transferee”) to whom such Shares have been sold, assigned, transferred, given, pledge, encumbered, or otherwise disposed of, for an amount, in cash, equal to the amount paid by such Transferee for such Shares or ______% of the value of such Shares, as determined pursuant to Section 8 hereof, whichever is less.  The Corporation may exercise the purchase option provided for in this subsection by giving written notice to the Transferee at any time within [spelled number of months] (______) months after the Corporation receives actual notice of such sale, assignment, transfer, gift, pledge, encumbrance, or other disposition of Shares other than in accordance with the provisions of this Agreement.  The closing of any purchase under this subsection shall take place at the offices of the Corporation at ______ on the tenth day after the Corporation delivers such notice to the Transferee, or at such other time and place as shall be

agreed in writing by the Corporation and the Transferee.

]*1.16   Specific Performance

Strict compliance shall be required with each and every provision of this Agreement, it being understood and agreed that no Shareholder shall have the right or power to sell or assign any of his/her Shares except in strict compliance with the procedures set forth in this Agreement.  The parties hereto agree that the Shares are unique, that failures to perform the obligations provided by this Agreement shall result in irreparable damage, and that specific performance of these obligations may be obtained by suit in equity.

1.17        Endorsement on Stock Certificates

Each certificate representing Shares now or hereafter held by any Shareholder shall bear any legend or legends required by applicable securities laws and, in addition thereto, shall bear a statement in substantially the following form:

“The voluntary or involuntary encumbering, transfer, or other disposition (including without limitation, any disposition pursuant to the laws of bankruptcy, intestacy, descent and distribution or succession) of the shares of stock evidenced by the within Certificate is restricted under the terms of an Agreement, dated [date], by and among the Corporation and [names of shareholders], a copy of which Agreement is on file at the principal office of the Corporation.  Upon written request of either such Shareholder of the Corporation, the Corporation shall furnish, without charge to such Shareholder, a copy of such Agreement.  By accepting the shares of stock evidenced by this certificate the holder agrees to be bound by the Agreement.”

In the case of uncertificated shares, the Corporation shall send to each Shareholder a written notice containing the above statement within [spelled number of days] (______) days after the issuance or transfer of the Shares.

1.18        Agreements by the Corporation

The Corporation agrees, for and on behalf of itself and its successors and assigns, that:  (1) it hereby consents to this Agreement; (2) it shall not issue, transfer, or reissue any Shares in violation of the provisions of this Agreement; and (3) all certificates representing Shares issued by the Corporation and held by any Shareholder shall bear an endorsement in substantially the form specified in the previous section.

*[1.19   Deposit of Shares

*[The Shareholders agree to and hereby do deposit with the Trustee all of their respective Shares properly endorsed in blank, to be held and disposed of by the Trustee in accordance with this Agreement.  Such endorsement and deposit shall not affect the right of the Shareholder to vote the Shares and receive dividends thereon until such time as the full purchase price has been paid as herein provided.  All Shares later issued to any Shareholder shall be endorsed in blank and deposited with the Trustee.  Each Shareholder will continue to be the owner of the Shares which

are endorsed as being subject to the terms of this Agreement and shall be entitled to exercise all the rights of ownership with respect to such Shares except to the extent such rights are modified by the terms of this Agreement.  Upon the termination of this Agreement for any cause set forth in this Agreement, the Trustee shall deliver all the certificates for Shares deposited by each Shareholder to such Shareholder, or the legal representative of his or her estate.

]**[Each Shareholder has assigned his or her Shares in blank and has deposited the certificate with the Secretary of the Corporation.  Such assignment and deposit shall not affect the right of the Shareholder to vote the Shares and receive the dividends thereon until such time as the purchase price has been received by the Shareholder or his or her executor or administrator under the terms of this Agreement.  The Secretary shall hold and deliver the Shares in accordance with this Agreement.

]*]*2.    Voluntary Lifetime Transfers

2.1          Receipt of Bona Fide Offer

(a)          In the event that any Shareholder shall receive a Bona Fide Offer (as defined below) to purchase all, but not less than all, of such Shareholder’s shares and in the further event that the Shareholder shall desire to accept the Bona Fide Offer, the Shareholder (the “Offering Shareholder”) shall promptly send notice to the Corporation in accordance with Section 7.1, and the Corporation and/or remaining Shareholders shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the Offering Shareholder’s Shares at the price and on the other terms set forth in Sections 8 and 9.

*[(b)      For purposes hereof, an offer shall only be considered to be a “Bona Fide Offer” if it is accompanied by a bank or certified check in an amount equal to not less than ______% of the purchase price specified in the Bona Fide Offer, the identity of the purchaser is disclosed, and the offer is for all of the shares of the Offering Shareholder.

]**[*[(b)             For purposes hereof, “Bona Fide Offer” shall mean a legally enforceable offer in writing, made and signed by an offeror or offerors who is, or who are, not an affiliate of the Offering Shareholder and who is a person or person or entity or entities financially capable of carrying out the terms of such Bona Fide Offer.  As used in the prior sentence, the term “affiliate”, as it relates to any person or entity, shall mean any parent, spouse, brother, or sister, or natural or adopted lineal descendant or spouse of such descendent of such person (any such person hereinafter being referred to as a “Relative”), and any proprietorship, partner, officer, director, employee, consultant, independent contractor, co-venturer, employer, agent, representative, settlor, or beneficiary.

]**[(b) The following terms shall have the following meanings whenever used in this Agreement:

(1)          “Bona Fide Offer” shall mean a legally enforceable offer in writing, made

and signed by an offeror or offerors who is, or who are, not an Affiliate (as defined in (2) below) of the Offering Shareholder, who is a person or person or entity or entities financially capable of carrying out the terms of such Bona Fide Offer, and who is an Eligible Purchaser (as defined in (3) below).

(2)          “Affiliate”, as it relates to any person or entity, shall mean any parent, spouse, brother, or sister, or natural or adopted lineal descendant or spouse of such descendent of such person (any such person hereinafter being referred to as a “Relative”), and any proprietorship, partner, officer, director, employee, consultant, independent contractor, co-venturer, employer, agent, representative, settlor, or beneficiary.

(3)          “Eligible Purchaser” is an individual, a corporation (domestic or foreign), a partnership or any other type of business association, a trust, or a fiduciary, (A) that is eligible to become a qualified shareholder under any federal or state tax statute the corporation has adopted, including without limitation, S Corporation status, and agrees in writing to file any necessary consents to continue such status, and further agrees in writing not to terminate the qualification without the approval of the remaining Shareholders, and (B) whose purchase of the shares will not impose a personal holding company tax or similar federal or state penalty tax on the Corporation.

]*]*2.2 Shareholder Desires To Sell

In the event that any Shareholder, not in receipt of a Bona Fide Offer, shall desire to dispose of his/her shares, such Shareholder (the “Offering Shareholder”) shall promptly send notice to the Corporation in accordance with Section 7.1, and the Corporation and/or remaining Shareholders shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the Offering Shareholder’s shares at the price and on the other terms set forth in Sections 8 and 9.

3.            Involuntary Lifetime Transfers

3.1          Option Upon Involuntary Lifetime Transfer

Upon the occurrence of any Involuntary Lifetime Transfer (as defined in Section 3.2 below), the Corporation and/or other Shareholders shall have the option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the shares that are subject to the involuntary transfer for the price and on the other terms and conditions set forth in Sections 8 and 9.

3.2          Involuntary Lifetime Transfers

As used in this Agreement, an “Involuntary Lifetime Transfer” shall be deemed to occur whenever (a) a Shareholder’s shares are involuntarily sold, transferred or otherwise disposed, or an involuntary sale, transfer or disposal is threatened by any third party, whether by sale upon

execution or in foreclosure of any pledge, hypothecation, lien or charge, or any other means; (b) a Shareholder files a voluntary petition under any federal or state bankruptcy, insolvency or related law or a petition for the appointment of a receiver, or makes an assignment for the benefit of creditors, or is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to his/her shares in the Corporation and such involuntary petition, assignment, or attachment is not discharged within [spelled number of days] (______) days after its effective date; (c) a guardian or conservator is appointed for a Shareholder; or (d) in connection with the dissolution of marriage of any married Shareholder, the Shareholder enters into a property settlement agreement or any court issues an interlocutory decree or other order, the terms of which transfer or award any shares to the Shareholder’s spouse, whether as a confirmation or disposition of the spouse’s rights under applicable community property, quasi-community property or similar state law.

*[3.3      Residual Right of First Refusal

Notwithstanding the option granted Section 3.1 above, if, in connection with the dissolution of marriage of any married Shareholder, any court issues an interlocutory decree or other order which incorporates a property settlement agreement of the parties, and which transfers or awards any Shares to the Shareholder’s spouse, whether as a confirmation or disposition of the spouse’s rights under applicable community property, quasi-community property or similar state law, then the Shareholder against whom such order is entered shall have a right of first refusal to purchase such Shares from his/her spouse, and the Corporation and the other Shareholders shall have the residual right of refusal and option to purchase any of such shares which the Shareholder declines or fails to purchase.  The Shares of the spouse required to offer Shares for sale pursuant to this subsection that are not purchased pursuant to the terms hereof shall continue to be subject to the terms and conditions of this Agreement.

]*4.        Purchase of Shares on Death of Shareholder

*[4.1      Purchase and Sale of Shares

]**[Upon the death of an individual Shareholder, the executor or administrator of his/her estate shall sell and the Corporation and/or remaining Shareholders shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the decedent’s Shares at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the decedent’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, his/her estate, his/her executors or administrators, his/her personal and legal representatives, or his/her heirs, distributees or beneficiaries.

]**[Upon the death of an individual Shareholder, the Corporation and/or remaining Shareholders shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the decedent’s Shares at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the decedent’s Shares shall be deemed and considered to include all shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, his/her estate, his/her executors or administrators, his/her personal and legal

representatives, or his/her heirs, distributees or beneficiaries.

]**[Upon the death of an individual Shareholder, the executor or administrator of the estate of the deceased Shareholder may require the Corporation to purchase, or cause to be purchased, in accordance with the procedures in Section 7, all (but not less than all) of the decedent’s Shares at the price and on the other terms and conditions set forth in Sections 8 and 9. For purposes hereof, the decedent’s Shares shall be deemed and considered to include all shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, his/her estate, his/her executors or administrators, his/her personal and legal representatives, or his/her heirs, distributees or beneficiaries.

]**[4.2 Corporation’s Purchase of Life Insurance Policies

(a)          The Corporation hereby acknowledges that it is the applicant, owner, and beneficiary of the following policies:

**[

]**

(b)          Each policy referred to in this section shall be the sole and absolute property of the Corporation, and the Corporation may apply any dividends declared and paid on such policies to the payment of premiums; provided, however, that during the term of this Agreement the Corporation shall not, without the unanimous written consent of the Shareholders, exercise any right of ownership in the insurance policies (except to collect the death benefits thereof) or modify or impair any of the rights of values of the policies (including, without limitation, borrowing against them).

(c)           The Corporation agrees to pay premiums on the insurance policies and on any other life insurance policies purchased by the Corporation pursuant to this section and shall give proof of payment of premiums to either Shareholder whenever the Shareholder shall request proof.  If a premium on any life insurance policies shall not be paid within [spelled number of days] (______) days after its due date, the insured shall have the right to pay the premium and to be promptly reimbursed therefor by the Corporation.

(d)          Upon the prior written consent of the Shareholders, the Corporation shall have the right to purchase additional life insurance policies on the lives of the Shareholders; provided, however, that any additional life insurance policies must be purchased in the same ratio, as to face amount, as the Shareholders’ proportional interests in the Shares bear to one another at the time of the purchase.  In the event that the Corporation decides to purchase additional insurance on the Shareholders, the Shareholders hereby agree to cooperate fully by performing all the requirements of the insurer that are necessary conditions precedent to the issuance of such life insurance policies.

(e)          In the event that, in accordance with the provisions of this Agreement, either

Shareholder shall transfer all of his/her Shares other than pursuant to Section 4 hereof or, in the event that this Agreement shall terminate, then, in either event, the Shareholder who transfers his/her Shares, or all Shareholders in the event of the termination of this Agreement, shall have the right to purchase from the Corporation any life insurance policies on which such Shareholders are the named insured, by paying to the Corporation an amount equal to the cash value of such policy or policies, if any, the unearned premiums on such policy or policies, or One Dollar ($1.00), whichever is greatest.  In the event a Shareholder exercises this option to purchase, the Corporation shall promptly deliver to the Shareholder the policy or policies, together with all written documents necessary to convey full title to him/her.  If a Shareholder does not exercise this purchase option, the Corporation may dispose of or deal with the policy or policies in any manner it desires.

(f)           The Life Insurance Company: (1) shall not be deemed to be a party to this Agreement for any purpose nor in any way responsible for its validity; (2) shall not be obligated to inquire as to the distribution of any monies payable or paid by it under any policy issued to any Shareholder as owner on the life of any other Shareholder; and (3) shall be fully discharged from any and all liability under the terms of any policy issued by it which is subject to the terms of this Agreement, upon payment or other performance of its obligations in accordance with the terms of such policy.

]**[4.3 Shareholder’s Purchase of Life Insurance Policies

(a)          The parties hereto acknowledge the existence of the following policies:

**[

]**

(b)          Each policy referred to in this section shall be the sole and absolute property of the owner, and any dividends payable upon the policies prior to maturity by the death of the insured shall be paid to the owner in cash or disposed of as such owner may choose to direct.

(c)           Each Shareholder covenants and agrees to pay on or before the due date the premiums on the insurance policy referred to in this section of which such Shareholder is the owner, until such time as any of the events specified in subsection (d) hereof shall occur, and shall give proof of payment of premiums to the other Shareholder (hereinafter referred to as the “Insured”) whenever the Insured shall request proof.  If a premium shall not be paid within [spelled number of days] (______) days after its due date, the Insured shall have the right to pay the premium and to be reimbursed therefor by the other Shareholder.  The parties hereto authorize the Life Insurance Company to give the Insured any information which he or she requests with respect to the policy or policies on his or her life owned by the other Shareholder.

(d)          In the event that either Shareholder shall transfer all of his/her Shares other than pursuant to Section 4 hereof, or, in the event that this Agreement shall terminate, then, in either event, the Shareholder who transfers his/her Shares, or all Shareholders in the event of the termination of this Agreement, shall have the right to purchase from the other Shareholders the life insurance policies on which the Shareholders purchasing the policies are the named insured, by paying to the Shareholder transferring the policies an amount equal to the cash value of the policies, if any, the unearned premiums on the policies, or One Dollar ($1.00), whichever is greatest.  In the event a Shareholder exercises this option to purchase, the owner thereof shall promptly deliver to the Shareholder the policy or policies, together with all written documents necessary to convey full title to him/her.  If the Shareholder does not exercise this purchase option, the owner of the policy or policies may dispose of or deal with them in any manner the owner desires.

(e)          Upon the death of either Shareholder, the surviving Shareholder shall have the right to purchase from the estate of the deceased Shareholder the life insurance policy (policies) on which the surviving Shareholder is the named insured by paying an amount equal to the cash value of the policy (policies), if any, the unearned premiums on the policy (policies), or One Dollar ($1.00), whichever is greatest.  In the event a Shareholder exercises this option to purchase, the administrator of the estate of the deceased Shareholder shall promptly deliver to the insured Shareholder the policy or policies insuring his/her life, together with all written documents necessary to convey full title to him/her.  If the Shareholder does not exercise this purchase option, the administrator of the estate of the deceased Shareholder may dispose of or deal with any such policy or policies in any manner he/she desires.

(f)           In the event of a transfer of a life insurance policy pursuant to the provisions of subsections (d) and (e) hereof, the owner of the policy shall complete, execute, have acknowledged, and deliver to the appropriate insurance company or companies all forms necessary to effect the change of ownership and, if requested by the purchaser of the policy, all forms necessary to effect a change of beneficiary, as requested by the purchaser.

(g)          If the Shares increase substantially in value, the parties hereto agree to purchase additional insurance from the Life Insurance Company, unless the particular insured is not insurable at standard rates at the time such added insurance is required, in order that the insurance proceeds payable upon the death of a Shareholder will be adequate to enable the surviving Shareholder to complete the purchase of the shares of the deceased Shareholder under the terms of this Agreement.

]**[4.4 Trustee Provisions

(a)          The Trustee agrees to receive and safeguard the insurance policies subject to this Agreement, the original copy of this Agreement, and all other documents which may be executed in order to carry out the provisions of this Agreement.  The Trustee shall be

under no obligation to make any premium payments on any life or other insurance policies.

(b)          Upon the death or disability of a shareholder, the Trustee shall:

(1)          Make claim as the designated beneficiary of the insurance policies subject to this Agreement to the proceeds of such policies issued with respect to the deceased or disabled shareholder.  The Trustee shall be under no obligation to institute any action to recover the proceeds of any of the policies unless one or more of the shareholders agrees to indemnify satisfactorily the Trustee for all expenses and attorney’s fees connected therewith;

(2)          Demand and receive from the remaining shareholders any promissory notes required to be executed by them as set forth in this Agreement and deliver such notes to the executor, administrator or other legal representative of the deceased; and

(3)          Make the payments as established under this Agreement with respect to the purchase of shares upon the death or disability of a shareholder upon receipt of title to the deceased or disabled shareholder’s interest in the corporation.

(c)           Upon the termination of this Agreement, the Trustee shall deliver the insurance policies and other items held by it subject to this Agreement back to their respective owners.

(d)          By mutual agreement in writing, which agreement shall be attached hereto and made a part hereof as Schedule ______, the Shareholders and the Corporation may remove the Trustee and appoint a new Trustee.  The Trustee or any successor Trustee shall resign and discharge itself of the trust by notice in writing to the Shareholders and to the Corporation, but such resignation shall not be effective until [spelled number of days] (______) days after receipt of such written notice.  If a Trustee resigns or is removed, the Trustee shall deliver to the successor Trustee all insurance policies and other documents kept by it in accordance with this Agreement.  A successor Trustee shall have the same rights, duties and powers as the original Trustee.

(e)          The Trustee shall be paid as compensation a commission of ______% of all amounts paid by the Trustee in the event that a Shareholder should die or become disabled while this Agreement is still in force.  If this Agreement is terminated other than by the death of a Shareholder, the Trustee shall receive a fee of $______ for its services.  The Trustee’s commissions or fees, as the case may be, and expenses shall be paid by the Corporation.

]*5.        Purchase of Shares on Termination of Employment

5.1          Disability

*[(a)      In the event an individual Shareholder who is employed by the Corporation in an executive capacity as an officer or director shall become permanently disabled, as defined below, the disabled Shareholder (or his/her successor in interest) shall sell and the Corporation and/or remaining Shareholders shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) his/her Shares at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the disabled Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by owned by himself/herself and his/her personal and legal representatives.

]**[(a)  In the event an individual Shareholder who is employed by the Corporation in an executive capacity as an officer or director shall become permanently disabled, as defined below, the Corporation and/or remaining Shareholders shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the disabled Shareholder’s Shares at the price and on the terms set forth in Sections 8 and 9.  For purposes hereof, the disabled Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, and his/her personal and legal representatives.

]**[(a)  In the event an individual Shareholder who is employed by the Corporation in an executive capacity as an officer or director shall become permanently disabled, as defined below, the disabled Shareholder (or his/her successor in interest) may require the Corporation to purchase, or cause to be purchased in accordance with the procedures set forth in Section 7, all (but not less than all) of the decedent’s Shares at the price and on the other terms and conditions set forth in Sections 8 and 9.  For purposes hereof, the disabled Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, and his/her personal and legal representatives.

]**[(b) For purposes of subsection (a) above, a Shareholder shall be deemed to be “permanently disabled” when, as a result of his or her incapacity due to physical or mental disability or illness (1) Shareholder shall have satisfied all of the conditions for the receipt of permanent disability benefits under the terms of any disability income policy maintained by the Corporation for Shareholder’s benefit or maintained by the Shareholder, the premiums for which are paid by the Corporation, or (2) if no such disability income policy shall be in existence, Shareholder shall, for a period of six months, have been incapable of performing Shareholder’s customary duties on behalf of the Corporation on a substantially full-time basis and either (A) two physicians licensed to practice in the state in which Shareholder is then a resident shall certify in writing to the Corporation that such Shareholder is unable to perform such Shareholder’s normal duties for the Corporation on a substantially full-time basis or (B) Shareholder shall refuse to submit to a physical examination requested in writing by the Corporation and/or holders of not less than a majority of Shares held by Shareholders other than such disabled Shareholder for determining whether the certificate described in clause (A) of this subsection shall be issued.

]**[(b) For purposes of subsection (a) above, a Shareholder shall be deemed to be “permanently disabled” when the Shareholder has been totally disabled, as such term is defined and used in disability insurance policies, for a continuous period of 12 months.

]**[(b) For purposes of subsection (a) above, a Shareholder shall be deemed to be “permanently disabled” if, due to any mental or physical illness or impairment, he/she is unable to substantially perform the services which he/she customarily performs for the Corporation for at least [spelled number of days] (______) calendar days in any twelve (12) month period.

]**[(b) For purposes of subsection (a) above, a Shareholder shall be deemed to be “permanently disabled” if, due to any mental or physical illness or impairment, he/she is unable to perform as an employee of the Corporation substantially all of the duties which he/she customarily performs for the Corporation for a period of [spelled number of months] (______) substantially consecutive months.

]**[(b) For purposes of subsection (a) above, a Shareholder shall be deemed to be “permanently disabled” if he/she is completely unable to continue to perform the duties incident to his/her employment with the Corporation as a result of mental or physical illness, sickness, or injury.  The determination of whether a Shareholder is disabled shall be made by the directors of the Corporation (other than such Shareholder, if then serving as a director) and shall be based on competent medical advice, and the determination of such directors as to the disability of a Shareholder shall be conclusive and binding on the Corporation and the Shareholders.

]**[(b) For purposes of subsection (a) above, a Shareholder shall be deemed to be “permanently disabled” if, in the reasonable opinion of the Shareholder’s physician, any physical or mental disability substantially prevents a Shareholder from performing his or her duties as an employee of the Corporation, for the foreseeable future or any period in excess of two years.

]**[(c)  If the parties fail to agree whether a Shareholder is permanently disabled for purposes hereof, the disabled Shareholder or his or her personal representative shall designate one arbitrator and the Corporation another and these two shall select a third arbitrator, all of whom together shall render a determination as to disability.  The arbitrators shall be entitled to receive and rely on any medical advice or other advice that they shall deem necessary, and their determination on evidence so received shall be final and binding on the parties hereto.

]*5.2      Resignation

*[Upon receipt by the Corporation of notice from an individual Shareholder who is employed by the Corporation in an executive capacity as an officer or director of his/her resignation of employment with the Corporation, the Corporation and/or remaining Shareholders shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the resigning Shareholder’s Shares at the price and on the other terms set forth in Sections

8 and 9.  For purposes hereof, the resigning Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself and his/her personal and legal representatives.

]**[Upon receipt by the Corporation of notice from an individual Shareholder who is employed by the Corporation in an executive capacity as an officer or director of his/her resignation of employment with the Corporation, the Corporation and/or remaining Shareholders shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the resigning Shareholder’s Shares at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the resigning Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, and his/her personal and legal representatives.

]**[5.3 Termination With Cause

*[(a)      Upon the Corporation terminating an individual Shareholder’s employment in an executive capacity with the Corporation as an officer or director for cause, as defined below, the Corporation and/or remaining Shareholders shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Shareholder’s Shares at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, and his/her personal and legal representatives.

]**[(a)  Upon the Corporation terminating an individual Shareholder’s employment in an executive capacity with the Corporation as an officer or director for cause, as defined below, the Corporation and/or remaining Shareholders shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Shareholder’s Shares at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, and his/her personal and legal representatives.

]*(b)      For purposes of subsection (a) above, termination “for cause” shall refer to the termination of employment of a Shareholder by the Corporation because of (1) conviction of or a plea of guilty to any felony or misdemeanor of high moral turpitude; (2) dishonesty detrimental to the best interests of the Corporation; (3) the willful failure of an employee to observe or perform any of his/her duties and obligations as an employee of the Corporation, and the continued failure of such employee to observe or perform the same for a period of [spelled number of days] (______) business days from the date of his/her receipt of notice from the Corporation specifying the act or acts of such employee deemed by the Corporation to be in violation of or contrary to the terms of his/her employment and therefore harmful to the Corporation; or (4) violation of any of the material terms and conditions of this Agreement.  Notwithstanding the foregoing, nothing contained in this subsection or this Agreement shall constitute or be deemed to be an

obligation of the Corporation to employ any Shareholder.

*[(c)      In the event of a dispute with respect to the definition of “cause”, the terminated Shareholder shall have the right to cause such dispute to be submitted to arbitration before a single arbitrator in ______ in accordance with the rules of the American Arbitration Association as then in effect.  Judgment upon the award rendered may be entered in any court having jurisdiction thereof.

]*5.4      Termination Without Cause

*[Upon the Corporation terminating an individual Shareholder’s employment in an executive capacity with the Corporation as an officer or director for any reasons other than for cause (as defined above), the Corporation and/or remaining Shareholders shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Shareholder’s Shares at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, and his/her personal and legal representatives.

]**[Upon the Corporation terminating an individual Shareholder’s employment in an executive capacity with the Corporation as an officer or director for any reasons other than for cause (as defined above), the Corporation and/or remaining Shareholders shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Shareholder’s Shares at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, and his/her personal and legal representatives.

]**[Upon the Corporation terminating an individual Shareholder’s employment in an executive capacity with the Corporation as an officer or director for any reasons other than for cause (as defined above), the terminated Shareholder may require the Corporation to purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of his/her Shares at the price and on the other terms and conditions set forth in Sections 8 and 9.  For purposes hereof, the terminated Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, and his/her personal and legal representatives.

]*]*5.5 Retirement

*[Upon the voluntary termination an individual Shareholder’s employment in an executive capacity with the Corporation as an officer or director after he/she reaches age ______ years or compulsory termination of his/her employment in such capacity pursuant to the Corporation’s then existing retirement policy, the Corporation and/or remaining Shareholders shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the retiring Shareholder’s Shares at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the retiring Shareholder’s Shares shall be deemed and considered to include all

Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself and his/her personal and legal representatives.

]**[Upon the voluntary termination an individual Shareholder’s employment in an executive capacity with the Corporation as an officer or director after he/she reaches age ______ years or compulsory termination of his/her employment in such capacity pursuant to the Corporation’s then existing retirement policy, the Corporation and/or remaining Shareholders shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the retiring Shareholder’s Shares at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the retiring Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, and his/her personal and legal representatives.

]**[Upon the voluntary termination an individual Shareholder’s employment in an executive capacity with the Corporation as an officer or director after he/she reaches age ______ years or compulsory termination of his/her employment in such capacity pursuant to the Corporation’s then existing retirement policy, the retiring Shareholder may require the Corporation to purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of his/her Shares at the price and on the other terms and conditions set forth in Sections 8 and 9.  For purposes hereof, the retiring Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, and his/her personal and legal representatives.

]**[5.6 Termination

*[If any individual Shareholder who is employed by the Corporation on a part-time or full-time basis in an executive position as an officer, director, or consultant ceases to be employed by the Corporation for any reason other than death, whether with or without cause, including but not limited to the resignation, retirement or disability of the Shareholder, the Corporation and/or remaining Shareholders shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Shareholder’s Shares at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, and his/her personal and legal representatives.

]**[If any individual Shareholder who is employed by the Corporation on a part-time or full-time basis in an executive position as an officer, director, or consultant ceases to be employed by the Corporation for any reason other than death, whether with or without cause, including but not limited to the resignation, retirement or disability of the Shareholder, the Corporation and/or remaining Shareholders shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Shareholder’s Shares at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, and his/her personal and legal representatives.

]**[If any individual Shareholder who is employed by the Corporation on a part-time or full-time basis in an executive position as an officer, director, or consultant ceases to be employed by the Corporation for any reason other than death, whether with or without cause, including but not limited to the resignation, retirement or disability of the Shareholder, the terminated Shareholder may require the Corporation to purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of his/her Shares at the price and on the other terms and conditions set forth in Sections 8 and 9.  For purposes hereof, the terminated Shareholder’s Shares shall be deemed and considered to include all Shares in which he/she has any interest, legally or beneficially, including Shares owned by himself/herself, and his/her personal and legal representatives.

]*]**[5.7             Option for Both Parties To Require Purchase and Sale of Shares

In the event of the termination of employment of a Shareholder by reason of ______ (the occurrence of any such event being hereinafter referred to as a “Triggering Event”):  (1) the Shareholder whose employment has been so terminated (the “Terminated Shareholder”) shall have the option, exercisable at any time after the date of the Triggering Event, to require the [Corporation/other Shareholders/Corporation and the other S..] to purchase all, but not less than all, of the shares of Stock owned by the Terminated Shareholder as of the date of the termination of employment, as hereinafter provided in this section; and (2) the [Corporation/other Shareholders/Corporation and the other S..] shall have the option, exercisable at any time after the date of the Triggering Event, to require the Terminated Shareholder to sell to the [Corporation/other Shareholders/Corporation and the other S..] all, but not less than all, of the shares of Stock owned by the Terminated Shareholder as of the date of the termination of employment.

]**[5.8 Vesting Provisions

(a)          Vesting of Shares.  All of the Shares owned by the Holders shall be subject to the right and option of the Company and the Purchasers to purchase the Shares as set forth in this section.  For purposes of this section, the Shares shall cumulatively vest in accordance with the following schedule:  ______

The Shares shall cease to vest further in accordance with the above schedule on the date (“Termination Date”) on which the Holder shall cease to be a “Service Provider” (as hereinafter defined) (a “Termination”).  Hereinafter, the Shares which are vested as described in this Section are sometimes referred to as the “Vested Shares”, and the Shares which are not so vested are sometimes referred to as the “Nonvested Shares.”

For the purpose of this Agreement, a Holder shall be deemed to be a “Service Provider” to the Company for so long as the Holder is employed by the Company, or a parent or subsidiary of the Company.  A leave of absence (regardless of the reason therefor) shall be deemed to constitute the cessation of Service Provider status as of the commencement date of the leave, unless such leave is authorized by the Company in writing and the Holder recommences providing services prior to the expiration date of such leave.

Accordingly, the Holder shall receive credit as a Service Provider to the Company during a leave of absence only if the leave is authorized by the Company and the Holder recommences providing services on or prior to the expiration date of the leave.

(b)          Option to Purchase Nonvested Shares.  In the event of a Termination of any Holder, for any reason or for no reason, including involuntary termination of employment, termination of employment for cause or without cause, or temporary or permanent disability or death, then the Company and/or the Purchasers shall have an unconditional option to purchase from the Holder, or his or her personal representative, as the case may be, all or any part of the Nonvested Shares owned by the Holder on the Termination Date, at a price equal to the original issue price of such Nonvested Shares.  Such option shall be exercised in accordance with the other provisions of this Agreement.

(c)           Option to Purchase Vested Shares.  In the event of a Termination of any Holder, for any reason or for no reason, including involuntary termination of employment, termination of employment for cause or without cause, or a temporary or permanent disability, or death, then the Company and the Purchasers shall, in addition to the option set forth in subsection (b) above, have the option to purchase from the Holder all or any part of the Vested Shares owned by the Holder on Termination Date.  Such option shall be exercised in accordance with (d) below.  The purchase price per share at which the Company and/or the Purchasers may purchase the Vested Shares shall be determined as follows:  ______

(d) Procedures for Exercise of Purchase Options.  For [spelled number of days] (______) days after the Termination Date, the Company shall have the right to repurchase all or any part of the Nonvested Shares pursuant to subsection (b) above by giving the Holder and/or any other person obligated to sell written notice of the number of Nonvested Shares which the Company desires to purchase.  For [spelled number of days] (______) days after the final determination of the purchase price of the Vested Shares pursuant to subsection (c) above, as the case may be, the Company shall have the right to repurchase all or any part of the Vested Shares by giving Holder and/or any other person obligated to sell written notice of the number of Vested Shares which the Company desires to purchase.  As to any Nonvested Shares or Vested Shares which the Company elects not to so purchase, the Company shall promptly give written notice to each Purchaser that the Company does not elect to so purchase all of the Nonvested Shares or Vested Shares which it is entitled to purchase under this section and the number of Shares remaining available for purchase hereunder.  For [spelled number of days] (______) days after the receipt of such written notice, any Purchaser desiring to acquire any part or all of said Shares shall deliver to the Company a written election to purchase such Shares, or a specified number thereof.  If such notices specify in the aggregate more Shares than are subject to purchase by the Purchasers, the Shares shall be allocated in accordance with the procedures set forth in Section 7.  After such allocation, the Company shall deliver to the Holder and/or any other person obligated to transfer the Shares, within [spelled number of days] (______) days following the final allocation of Shares to be purchased pursuant to the procedures set forth in Section 7, a written notice indicating the number of Shares to be purchased by the Company and the Purchasers.  In the event that the

Company and the Purchasers do not elect to exercise their respective repurchase rights as to all or part of the Shares under the provisions of this section by written notice to the Holder within the above periods, the repurchase rights shall expire as to all Shares which the Company and/or the Purchasers have not elected to acquire.

(e)          Notification and Settlement.  In the event that the Company and/or the Purchasers have elected to exercise their respective repurchase rights as to part or all of the Shares within the periods described above, the Company shall notify the Holder and/or any other person obligated to transfer the Shares as set forth in this section within the periods described above and the Holder or such other person shall deliver to the Company and/or the Purchasers certificates representing the Shares to be acquired by the Company and/or the Purchasers within [spelled number of days] (______) days following the date of the notice from the Company.  The Company and/or the Purchasers shall deliver to the Holder against delivery of the Shares, checks of the Company and/or the Purchasers payable to the Holder and/or any other person obligated to transfer the Shares in the aggregate amount of the purchase price to be paid as set forth in this section.

]*6.        Purchase of Shares Upon Other Events

6.1          Deadlock

*[(a)      In the event the Corporation has a deadlock, as hereinafter defined, any Shareholder shall have the right at any time within [spelled number of days] (______) days after the date of the deadlock to file for dissolution of the Corporation, provided, however, that the Corporation shall not be dissolved if the Corporation and/or remaining Shareholders purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of the shares of the Corporation held by the Shareholder or Shareholders petitioning for dissolution for the price and on the terms and other conditions set forth in Sections 8 and 9.

]**[(a)  In the event the Corporation has a deadlock, as hereinafter defined, a group of Shareholders owning of record ______% of the Shares shall have the right at any time within [spelled number of days] (______) days after the date of the deadlock to file for dissolution of the Corporation, provided, however, that the Corporation shall not be dissolved if the Corporation and/or remaining Shareholders purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of the shares of the Corporation held by the Shareholder or Shareholders petitioning for dissolution for the price and on the terms and other conditions set forth in Sections 8 and 9.

]**[(a)  In the event the Corporation has a deadlock, as hereinafter defined, the Corporation and/or other Shareholders shall have the option to purchase, and [shareholders to sell in case of deadlock] (or [shareholders to sell in case of deadlock]’s estate) shall be obligated to sell, all of the stock then owned by [shareholders to sell in case of deadlock] (or [shareholders to sell in case of deadlock]’s estate) in accordance with the procedures set forth in Section 7 and on the terms and other conditions set forth

in Sections 8 and 9.

]**[(b) For purposes of subsection (a) above, a “deadlock” of the Corporation shall be deemed to exist whenever either (1) the Board of Directors of the Corporation (the “Board”) shall fail to approve any action properly before the Board by reason of a tie vote taken at a duly noticed and convened meeting of the Board or otherwise (hereinafter referred to as a “Board deadlock”), or (2) the Shareholders shall fail to approve any action properly before the Shareholders or with respect to any matter that is specifically required by law to be made by the Shareholders by reason of a tie vote taken at a duly noticed and convened meeting of the Shareholders or otherwise (herein referred to as a “Shareholder deadlock”), and in the further event that such Board deadlock or such Shareholder deadlock, as the case may be, is not conclusively resolved and evidenced by a duly executed written consent in lieu of a special meeting of the Board or of the Shareholders, as the case may be, within [spelled number of days] (______) calendar days immediately following the date of such Board or Shareholder deadlock.

]**[(b) For purposes of this Agreement, a “deadlock” of the Corporation will be deemed to exist whenever either (a) a resolution*[, requiring a supermajority vote for passage or involving a potential total expenditure or financial commitment of $______ by the Corporation ,]* has been formally submitted to a vote ______ times within a period of 12 consecutive months to either the board of directors or the Shareholders at a meeting called in conformity with applicable state laws and the Corporation’s bylaws and the requisite majority of the directors or shares, as the case may be, did not vote in favor of the resolution, or (b) a quorum shall not have been present to enable business to be conducted at ______ or more meetings of either the board of directors or the Shareholders called in conformity with applicable state law and the Corporation’s Bylaws within any period of 12 consecutive months.

]**[(b) For purposes of this Agreement, a “deadlock” of the Company will be deemed to exist whenever ______

]*6.2      Buy-Sell Agreement

*[(a)      A Shareholder (the “Offeror”) may at any time make a buy-sell offer (the “Offer”) to the remaining Shareholder or Shareholders (the “Offeree”) by notifying the Offeree in writing of the exercise of this right and stating in such notice the cash price per share and other terms at which the Offeror is willing either to buy all the Shares owned by the Offeree, or to sell to the Offeree all of the Shares owned by the Offeror, with the price per share and the other terms being the same for both the purchase and the sale. Unless otherwise provided in this Agreement, the Offer shall not be revocable once the aforesaid notice has been delivered to the Offeree.

(b)          Within [spelled number of days] (______) days after receipt by the Offeree of the Offeror’s written notice of the Offer, the Offeree shall send to the Offeror a written notice stating whether the Offeree elects: (1) to purchase from the Offeror all the Shares owned by the Offeror at the price per share and other terms stated in the Offer, or (2) to sell to

the Offeror all the Shares owned by the Offeree at the price per share and other terms stated in the Offer.  If the Offeree shall fail to notify the Offeror whether he/she elects to buy or to sell within the time period specified above, such failure shall be deemed to be an election to sell all his/her Shares to the Offeror at the price and other terms specified in the Offer.  The Offeror shall be entitled to withdraw the buy-sell offer by giving the Offeree written notice of the withdrawal prior to the earlier of (1) the date the Offeree gives the Offeror written notice of his/her election to purchase or to sell pursuant to this provision or (2) the date on which the Offeree shall be conclusively deemed to have elected to sell his/her Shares to the Offeror.

]**[(a)  In the event that a Shareholder shall desire to sell all, but not less than all, of his/her shares of Stock and in the further event that he/she has not sent Registered Notice of a Bona Fide Offer to purchase his/her shares of Stock to the Corporation and to the other Shareholder within the immediately preceding one hundred twenty-day period, the Shareholder (hereinafter in this section referred to as “Offeror”) shall promptly send Registered Notice to the other Shareholder (hereinafter in this section referred to as “Offeree “), stating a price per share and offering (at the option of Offeree) either (1) to purchase all (but not less than all) of the shares of Stock of Offeree at such price per share, or (2) to sell all, but not less than all, of his/her shares of Stock to Offeree at such price per share.  Simultaneously with the sending of the Registered Notice, Offeror shall deposit in escrow by good check with the independent or certified public accountant then servicing the Corporation (that person hereinafter referred to as “Escrow Agent”), who shall act as a bona fide escrow agent, an amount equal to ______% of the total price offered for all of the shares of Stock of Offeree.

(b)          Within [spelled number of days] (______) days after receipt of the Registered Notice, Offeree shall elect either (1) to sell all, but not less than all, of Offeree’s shares of Stock to Offeror at such price per share, or (2) at Offeree’s sole option, to purchase individually or to cause the Corporation to purchase all, but not less than all, of the shares of Stock of Offeror at such price per share; provided, however, that Offeree may elect to cause the Corporation to purchase the shares only if the Corporation may legally do so.  That election shall be made by sending Registered Notice to Offeror and to Escrow Agent.  In the event that Offeree elects to cause the Corporation to purchase all, but not less than all, of the shares of Stock of Offeror, then, simultaneously with the sending of the Registered Notice, the Corporation shall deposit in escrow with Escrow Agent an amount equal to ______% of the total price for all of the shares of Stock of Offeror.  In the event that Offeree elects to purchase all, but not less than all, of the shares of Stock of Offeror, then, simultaneously with the sending of the Registered Notice, Offeree shall deposit in escrow with Escrow Agent an amount equal to ______% of the total price for all of the shares of Stock of Offeror.  In the event that Offeree shall elect, under and pursuant to this section, either to purchase individually or to cause the Corporation to purchase all, but not less than all, of the shares of Stock of Offeror, Escrow Agent shall promptly return to Offeror the deposit placed by Offeror in escrow.  The failure or refusal by Offeree to elect either alternative afforded him/her pursuant to this section, or failure or refusal by Offeree to comply fully, within the prescribed time periods, with all provisions of this section, shall be conclusively deemed for purposes of this section to

constitute an election to sell all, but not less than all, of his/her shares of Stock to Offeror at the price per share set forth in the Registered Notice sent by Offeror pursuant to subsection (a) above.

(c)           In the event that Offeree shall elect, pursuant to subsection (b) above, to sell all of his/her shares of Stock to Offeror, then Offeror may elect, by Registered Notice to Offeree and to Escrow Agent, to cause the Corporation to purchase all of the shares instead of Offeror purchasing them, but only if the Corporation may legally purchase the shares, in which event Escrow Agent shall promptly return to Offeror the deposit placed by Offeror in escrow and the Corporation shall make a deposit with Escrow Agent in like amount.

(d)          In the event that Offeree shall elect, pursuant to subsection (b) above, to cause the Corporation to purchase all, but not less than all, of the shares of Stock of Offeror, or in the event that Offeror shall elect, pursuant to subsection (c) above, to cause the Corporation to purchase, but not less than all, of the shares of Stock of Offeree, the Shareholder whose shares are to be so purchased by the Corporation agrees, if so requested by the other Shareholder, that he/she shall vote or cause a vote to be made (as a shareholder or director, or both, of the Corporation) in favor of the exercise by the Corporation of its right to purchase all, but not less than all, of the shares of Stock of the Shareholder whose shares are to be so purchased by the Corporation pursuant to the provisions of this section.  In the event that the Corporation’s exercise of the right to purchase the shares of Stock requires an amendment of the Charter or Bylaws of the Corporation, a reduction of its capital, a reappraisal of its assets, or any other corporate action, the Shareholder whose shares are to be purchased by the Corporation agrees, if so requested by the other Shareholder, that he/she shall vote or cause a vote to be made (as a shareholder or director, or both, of the Corporation) in favor of any such corporate action as may be legally taken.  In the event that for any reason the Corporation is unable to purchase any shares of Stock to be sold pursuant to this section, then whoever of Offeror or Offeree is not obligated to sell his/her shares of Stock pursuant to this section shall be obligated to purchase any such shares of Stock of the other Shareholder.

(e)          Settlement on the purchase of all, but not less than all, of the shares of Stock of either Offeror or Offeree, as the case may be, under this section shall be held at the principal office of the Corporation within [spelled number of days] (______) days after the expiration of the [spelled number of days] (______) day period set forth in subsection (b) hereof or within [spelled number of days] (______) days after the Offeree’s election by Registered Notice specified in subsection (b) hereof, whichever occurs sooner, upon the following terms and conditions:  The entire purchase price for the shares of Stock being conveyed (less the amount previously placed in escrow, which amount shall be released by Escrow Agent at settlement to the Shareholder whose shares are being so conveyed) shall be paid in cash or by good check at settlement.  Upon settlement, the Shareholder whose shares are being so conveyed shall resign as a director or officer of the Corporation, if and to the extent that the Shareholder whose shares are being so conveyed shall be a director or officer of the Corporation as of the date of the settlement.

]*6.3      Shareholder’s Put Rights

(a)          A Shareholder shall have the right to compel the Corporation to purchase, or cause to be purchased, in accordance with the procedures in Section 7, all (but not less than all) of his/her Shares within [spelled number of days] (______) days of the Put Date described below at the price and on the other terms and conditions set forth in Sections 8 and 9.

(b)          For the purposes of subsection (a) above, the Put Date shall be:

(1)          The Corporation’s failure to declare a dividend for a fiscal quarter in which it has taxable income following its failure to declare any dividends for the [spelled number of fiscal quarters] (______) fiscal quarters next preceding, in which case the Put Date will be the last day of the fiscal quarter in question;

(2)          The date a Shareholder learns that because of share transfers, whether voluntary or involuntary, one individual or entity owns directly or constructively, pursuant to the rules in Section 318 of the Internal Revenue Code or any amendment of replacement thereto, more than ______% of the Corporation’s outstanding Shares;

(3)          The first day of the Corporation’s taxable year, provided the Shareholder has owned one or more Shares for at least [spelled number of months] (______) months prior to the Put Date; or

(4)          The requisite vote to elect or revoke a S Corporation election is obtained and the Shareholder voted against the motion.

*[6.4      Tag Along Right of Sale When Majority Interest Is Being Purchased

(a)          Whenever any person who does not own directly or constructively, pursuant to the stock attribution rules in Section 318 of the Internal Revenue Code, more than 50% of the Corporation’s combined classes of common voting stock makes an offer or series of related offers to purchase sufficient additional shares to enable that person to have in the aggregate more than 50% ownership of all classes of voting common stock in a transaction or series of related transactions not exempt or subject to a buy-out right under other provisions of this Agreement, the proposed transfer can be effectuated if, but only if, the person making the offer agrees to purchase the shares of all the remaining Shareholders at the same price per share as is contained in the proposed offer or series of related offers giving the offeror voting control of the Corporation.  For the purposes of this Section the per share value shall include the present value of any consideration in the form of any proposed employment agreement, consulting contract, or any other side agreement between the person making the control offer and any Shareholder to whom the offer is made, except that any amount to be paid under a proposed employment or consulting agreement shall be considered as additional compensation for the shares in question only to the extent that it exceeds 125% of the average annual salary (including

bonuses) received by the Shareholder to whom the offer is made during the two fiscal years preceding the year in which the voting control offer is made.  The present value of the additional consideration shall take into account the differential, if any, between the income tax treatment of the applicable side agreements and the proposed sale of the shares included in the offer and shall be determined by the accountant who regularly prepares the Corporation’s financial reports using a present value discount rate on the last day of the month preceding the month in which the voting control offer is made.  If the offer or series of offers is made to more than one Shareholder, then the price per share for purposes of determining the price that must be paid for the remaining shares shall be the average of the price per share paid to each of the offerees as calculated pursuant to this Subsection.

(b)          A Shareholder having the right to have his/her shares purchased pursuant to this section shall accept or reject this right by delivering to the offeree written notice of his/her intentions within [spelled number of days] (______) days of receiving written notification of the purchase right from the offeror.  Failure to deliver the required notice of acceptance or rejection within the time period specified in the preceding sentence shall be deemed to be a rejection of the purchase offer.

]**[6.4 Co-Sale Rights

(a)          Rights of Co-Sale.  Each Purchaser shall have the right, exercisable upon written notice to the Holder within [spelled number of days] (______) days after receipt by such Purchaser from the Company of notice to participate in the Holder’s sale of Offered Shares, pursuant to the terms and conditions specified in the Notice.  If such notices specify in the aggregate more shares than may be sold, the Shares to be sold shall be allocated in accordance with the procedures set forth in this Agreement.  To the extent a Purchaser exercises such right of participation in accordance with the terms and conditions set forth below, the number of Offered Shares which the Holder may sell pursuant to the Notice shall be correspondingly reduced.

(b)          Exercise of Co-Sale Rights.  Each Purchaser may effect its participation in the sale by delivering to the Holder for transfer to the proposed purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of Common Stock which such Purchaser elects to sell pursuant to this section

(c)           Deliveries.           The stock certificate or certificates which a Purchaser delivers to the Holder shall be transferred by the Holder to the proposed purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Notice, and the Holder shall promptly thereafter remit to each Purchaser that portion of the sale proceeds to which such Purchaser is entitled by reason of its participation in such sale.

(d)          Subsequent Sales of Shares.  The exercise or non-exercise of the rights of the Purchasers hereunder to participate in one or more sales of the Shares made by the Holder shall not adversely affect their rights to participate in subsequent Common Stock

sales by the Holder pursuant to this Section 3.

]**[6.5 Call Option for Corporation

After ______, the Corporation shall have the right to purchase all or any portion of the shares of common stock of the Corporation that are held by [selling shareholders] (hereinafter referred to as the “Selling Shareholder[s]”).  This right may be exercised by delivering a written notice to the Selling Shareholder[s], and the Corporation agreeing to purchase all such shares of common stock upon the terms and conditions set forth in this Agreement; provided, however, that the Corporation shall purchase only such shares of common stock as is permitted by law.  The Selling Shareholder[s] shall, to the extent permitted by applicable law, perform such act or acts, execute such documents and vote owned shares or cause owned shares to be voted in such manner as may be necessary to increase the Shareholders’ equity of the Corporation to an amount sufficient to purchase the common stock put to the Corporation pursuant to this paragraph.  The date of sale for any purchase or purchases made pursuant to this provision shall be fixed by the Corporation and shall be within [spelled number of days] (______) days of the date of the call notice unless otherwise agreed in a writing signed by the Corporation and the Selling Shareholder[s].

]*7.        Procedures

7.1          Notice

The Corporation shall be entitled to a notice in writing, served upon its Secretary or upon any other office if the Shareholder serving notice is the Secretary, of the event giving rise to an option or obligation to purchase under the provisions of this Agreement as follows:

(a)          Proposed Lifetime Transfers.  A Shareholder shall promptly notify the Corporation if he/she intends to make a proposed sale or other lifetime transfer of any of his/her shares, setting forth the number of shares, and the price and terms of sale of the shares to be sold.  In the event that the notice pertains to a Bona Fide Offer (as provided for in Section 2.1 hereof), such notice shall contain a true and complete copy of the Bona Fide Offer, setting forth the price and all terms and conditions, with the names, addresses (both home and office), and businesses or other occupations of the offerors.  Any notice that does not contain all such requisite information shall not be considered to be a valid notice for purposes hereof.  If any of the information set forth in the Shareholder’s notice is materially false or misleading, whether or not such false or misleading statements were intentionally made, any purported transfer of the Shareholder’s shares to such transferee shall be null and void ab initio and the Corporation and the remaining Shareholders shall have a continuing irrevocable option to purchase the shares, even after their purported transfer, which may be exercised at any time within [spelled number of days] (______) days after the disposing Shareholder delivers a corrected notice to the Corporation.

(b)          Bankruptcy; Assignment; Attachment.  A Shareholder shall promptly notify the Corporation if he/she makes an assignment for the benefit of his/her creditors, or files or has filed against him/her any petition under any bankruptcy law, or after an attachment,

execution or other process is levied against the shares and is not timely released, setting forth the date and record location of the assignment, filing or levy and the name of the assignee, filing or levying party.

(c)           Dissolution of Marriage.  Within [spelled number of days] (______) days after the earlier of the execution of a property settlement agreement or the entry of an interlocutory decree of dissolution of marriage or other order which transfers or awards any of the shares owned of record by a Shareholder to the Shareholder’s spouse, the Shareholder must notify the Corporation of the date of such agreement, decree or order, and the court in which it is entered, and must notify the Corporation and his/her spouse whether he/she intends to exercise his/her right of first refusal, if any, to purchase such shares.

(d)          Termination of Employment.  In the event of the termination of a Shareholder’s employment or upon a Shareholder’s resignation, retirement or permanent disability, no written notice shall be required, and the Corporation shall be deemed to have taken constructive notice of such termination, resignation, retirement or permanent disability as of the effective date of the termination, resignation, retirement or disability.

(e)          Death.  In the event of the death of any Shareholder, such Shareholder’s personal representative shall, within [spelled number of days] (______) days after his/her appointment, notify the Corporation in writing of the Shareholder’s death, the date thereof, the appointment of said personal representative, and the number of shares held by such Shareholder at the date of his/her death.

(f)           Other Involuntary Lifetime Transfers.  In addition to the requirements of subsections (b) and (c) above relating to bankruptcy, assignment, attachment and dissolution of marriage, a Shareholder shall promptly notify the Corporation whenever he/she has any notice or knowledge of any circumstance or event (actual or impending) which constitutes, or may possibly constitute in the future, an Involuntary Lifetime Transfer.  Such notice shall specify (1) the number of shares subject to the Involuntary Lifetime Transfer, (2) the date of the Involuntary Lifetime Transfer, (3) the identity of the proposed purchaser or transferee, and (4) the nature of the Involuntary Lifetime Transfer, and shall also include a copy of any written documents relating to the Involuntary Lifetime Transfer.

The notice called for above shall be a condition precedent to the right of any Shareholder, or personal representative of a Shareholder, to dispose of, deal in or with or distribute any of the Shares of such Shareholder.  However, any failure to give such notice shall not in any manner affect the options to purchase such Shareholder’s Shares conferred in this Agreement.  Solely at its own election, for the purpose of exercising its option rights or performing its obligations hereunder, in the absence of written notice as called for herein, the Corporation may choose to take constructive notice of the event, as of the date on which any officer of the Corporation, other than the Shareholder who has engaged in or suffered the event if he/she is an officer, actually learned of said event, and to exercise its option rights or perform its obligations notwithstanding the absence of written notice.

7.2          Procedures Upon Proposed Voluntary Lifetime Transfers

Whenever the Corporation and/or the other Shareholders have the option to purchase the shares of a Shareholder (or his/her successor in interest) (the “Offering Shareholder”) pursuant to the terms of Sections 2.1 or 2.2, the following procedures shall apply:

(a)          For a period of [spelled number of days] (______) days after receipt of the Offering Shareholder’s notice pursuant to Section 7.1 (the “Offer Notice”), the Corporation shall have the right to purchase all or any part of the Shares offered (the “Offered Shares”) for the price and upon the terms and conditions provided in Sections 8 and 9, by giving notice of its intention to exercise its option to the Offering Shareholder and to the other Shareholders within such [spelled number of days] (______) day option period.  The Corporation shall have the right to assign and transfer this option.

(b)          In the event that the Corporation shall not purchase all of the Offered Shares, then the Secretary of the Corporation shall promptly give notice to the other Shareholders of the contemplated transfer, and they shall have the right to purchase the remaining Offered Shares for the consideration and according to the terms of payment upon which the Corporation was entitled to purchase said Offered Shares under the provisions of subsection 7.2(a) above.  Within [spelled number of days] (______) days after the receipt of such notice, any other Shareholder desiring to acquire any part or all of said Offered Shares shall deliver to the Corporation a written election to purchase said Offered Shares, or a specified number thereof.  If the notices from the other Shareholders specify in the aggregate more Shares than are subject to purchase by the other Shareholders, each such Shareholder electing to purchase Offered Shares shall be allocated a number of Offered Shares equal to the lesser of (1) the number of Offered Shares which that Shareholder has offered to purchase, or (2) the number of Offered Shares which bears the same ratio to the number of Offered Shares not being purchased by the Corporation as the number of Shares owned by that Shareholder bears to the number of Shares owned by all Shareholders who have elected to purchase Offered Shares.  If any Offered Shares remain to be allocated after the application of the previous sentence, they shall be allocated to those other Shareholders who elected to purchase more Offered Shares than were allocated to them, with each such Shareholder being allocated a number of Offered Shares equal to the lesser of (1) the number of Offered Shares which that Shareholder elected to purchase less the number of Offered Shares already allocated to that Shareholder, or (2) the number of Offered Shares which bears the same ratio to the number of Offered Shares which have not yet been allocated as the number of Shares owned by that Shareholder bears to the total number of Shares owned by all Shareholders who have elected to purchase more Offered Shares than were allocated to them.  If all of the Offered Shares that are not being purchased by the Corporation have not been allocated as a result of the provisions in the previous sentence, the balance shall be allocated by successively applying the procedures in the previous sentence as many times as is necessary to allocate all of the Offered Shares.

(c)           No purchase of the Offered Shares pursuant to an exercise of one or more options hereunder shall be effective unless and until the Corporation, and/or the other

Shareholders, as the case may be, shall purchase all of the Offered Shares from the Offering Shareholder, or such lesser number of Offered Shares as the Offering Shareholder in his/her sole discretion may otherwise agree.

*[(d)      If the Corporation and/or the other Shareholders shall not have purchased all of the Offered Shares within [spelled number of days] (______) days after the Corporation receives the Offer Notice, the Offering Shareholder may sell the Offered Shares to the party identified in the Bona Fide Offer, such sale to be on the same terms and conditions as set forth in the Bona Fide Offer and to be completed within [spelled number of days] (______) days after the Corporation receives the Offer Notice.  For purposes of this subsection, the terms “completed” or “to complete” shall mean the execution of an agreement in accordance with the terms set forth in the Bona Fide Offer and shall include the payment or delivery by the purchaser named in the Bona Fide Offer of the total purchase price in cash, promissory notes, or other evidence of indebtedness.  If the Offering Shareholder has not received a Bona Fide Offer, he/she may attempt to complete the sale of the Offered Shares to a third party within [spelled number of days] (______) days after the Corporation receives the Offer Notice, at a price per share not less than the price specified in the Offer Notice.  Upon making either of the sales set forth in this subsection, the Offering Shareholder shall furnish to the Corporation and the other Shareholders documentation showing the terms thereof.

]**[(e) If the Corporation and/or the other Shareholders shall not have purchased all of the Offered Shares within [spelled number of days] (______) days after the Corporation receives the Offer Notice, then all restrictions imposed by this Agreement on such Offered Shares shall forthwith terminate.

]**[(f)  If the Corporation and/or the other Shareholders shall not have purchased all of the Offered Shares within [spelled number of days] (______) days after the Corporation receives the Offer Notice, the Offering Shareholder shall be entitled to sell to a third party who meets the eligibility requirements in the next sentence all (but not less than all) of the Offered Shares in accordance with the terms of the Shareholder’s offer to the Corporation for a period of [spelled number of days] (______) days after the Corporation and the other Shareholders reject the offer.  A third party, which for purposes of this Agreement means an individual, a corporation (domestic or foreign), a partnership and any other type of business association, a trust, or a fiduciary, is eligible to purchase the shares if:

(1)          The third party is eligible to become a qualified shareholder under any federal or state tax statute the corporation has adopted, including, without limitation, S Corporation status, agrees in writing to file any necessary consents to continue such status and further agrees in writing not to terminate the qualification without the approval of the remaining Shareholders;

(2)          The third party’s purchase of the Offered Shares will not impose a personal holding company tax or similar federal or state penalty tax on the Corporation; and

(3)          The third party and, if he/she is married, his/her spouse execute Exhibit ______ acknowledging consent to be bound by the terms of this Agreement.

]**[(g)  If the Corporation and the other Shareholder shall not, individually or together, purchase (for reasons other than the Offering Shareholder’s default hereunder), within the prescribed time periods, all of the Shares covered by any Bona Fide Offer, the Offering Shareholder shall have the right to accept the Bona Fide Offer in whole, but not in part, and to sell such Shares, subject to all of the provisions and restrictions of this Agreement, but (1) only in strict accordance with all of the provisions of the Bona Fide Offer, and (2) only if the other Shareholders shall be given, by the person or entity that made the Bona Fide Offer (the “Bona Fide Offeror”), the option in writing to sell, for at least a [spelled number of days] (______) day period, all of his/her Shares to the Bona Fide Offeror at the same time, at the same price per share and upon the same terms and conditions as the Offering Shareholder, such option to be conditioned upon the Bona Fide Offeror purchasing the Shares of the Offering Shareholder.  In the event that the Bona Fide Offeror or any affiliate thereof shall offer or agree, formally or informally, directly or indirectly, in writing or otherwise, to grant or pay to the Offering Shareholder any compensation, fringe benefits, or other remuneration of any kind whatsoever, the amount and/or the value of such remuneration shall be divided by the number of Shares to be sold by the Offering Shareholder and the per share amount so computed shall be added to the price per share to which the other Shareholders shall be entitled pursuant to the provisions of the foregoing sentence.  In the event that (a) the Corporation and the other Shareholders shall not individually or together purchase (for reasons other than the Offering Shareholder’s default hereunder) all of the Shares of Stock subject to the Bona Fide Offer within [spelled number of days] (______) days from the date that the Offering Shareholder sent notice pursuant to Section 7.1 hereof, (b) the Other Shareholder shall have been given the option in writing to sell all of his/her Shares to the Bona Fide Offeror in the manner aforesaid, and (c) the Offering Shareholder still desires to sell all, but no less than all, of his/her Shares pursuant to such Bona Fide Offer, then the Offering Shareholder shall once again send notice to the Other Shareholder of such proposed sale by him/her at least [spelled number of days] (______) days prior to the date of such sale, such notice to specify the time, date, and place and the terms and conditions of such proposed sale.  Such notice shall also specify the aforesaid remuneration, if any, to be paid by the Bona Fide Offeror or any affiliate thereof.  Such sale by the Offering Shareholder must be fully consummated within [spelled number of days] (______) days after the date the Offering Shareholder first sent notice pursuant to Section 7.1 hereof.  In the event that the sale is not fully consummated within [spelled number of days] (______) days after the date the Offering Shareholder first sent notice pursuant to Section 7.1 hereof, the provisions of this Section 7.2 must again be complied with by the Offering Shareholder before the Offering Shareholder may sell the Shares that are the subject of the Bona Fide Offer pursuant to this Section 7.2.  Notwithstanding any provision herein to the contrary, in the event that any other Shareholder elects to sell his/her Shares to the Bona Fide Offeror pursuant to this Section 7.2, such sale by the other Shareholder may be consummated without regard to the right of first refusal provisions set forth in this Section 7.2.

]**[(h) If the Offering Shareholder shall not sell the Offered Shares within the appropriate period provided for subsection (d) at a price per share not less than the price specified in such subsection (d), or if he/she shall propose to sell the Offered Shares at a lower price, he/she shall first again make the Offered Shares available to the Corporation and to the other Shareholders for purchase on the terms at which he/she shall propose to dispose of the same, in the same manner as set forth in this Section 7.2, so that no sale of the Offered Shares may be made to any third party unless the Corporation and the other Shareholders shall have had, within not less than the preceding [spelled number of days] (______) days, the opportunity to purchase the Offered Shares on terms at least as favorable as the terms to be afforded to such third party.

]**[(i)   No sale or transfer to a third party shall be effective or recorded on the books of the Corporation until such third party and his/her spouse, if any, shall each have duly executed and transmitted to the Corporation their written agreement in a form approved by the Corporation, substantially as set out in Exhibit ______ attached hereto, or in any subsequent form which may be authorized or approved by the Corporation, whereby said third party and his/her spouse, if any, become parties to this Agreement.  Any purported transfer in violation of this Agreement shall, at the unqualified option of the Corporation be null and void.

]**[(j)   If the Corporation and the other Shareholders do not elect to purchase the Offered Shares, and such Offered Shares are sold in a manner that complies with this section, then such Offered Shares shall be free from the terms of this Agreement (and new certificates shall be issued without the legend and endorsement specified in Section 1.[numbering]).  If and when all the Shares of a Shareholder shall have been transferred, he or she shall cease to be a party to this Agreement.

]**[(k)  Upon receipt of the notice, the Corporation promptly shall call a Special Meeting of the Board of Directors.  At the meeting, the Board shall vote on which of the following four options it will recommend to the Shareholders for ratification:

(1)          Permit the sale in accordance with the terms of the notice; or

(2)          Permit the sale in accordance with the terms of the notice on the condition that the purchaser named in the notice agrees to purchase, at the same price per share or any lesser price that the Board shall determine, and upon the same terms (except as to number of shares) as are set forth in the notice, all Stock owned by other Shareholders to the extent that any such other Shareholders desire to sell their Stock; or

(3)          Require the Corporation to purchase the Stock upon the same terms (except as to purchaser) and at the same price as are specified in the notice; or

(4)          Require the Corporation to purchase the Stock upon the same terms (except as to purchaser and price) as are specified in the notice.  The purchase

price shall be as determined by an independent appraiser selected by the Corporation and approved by the Selling Shareholder.  If the Corporation and the Selling Shareholder cannot agree on a mutually acceptable appraiser, the Corporation and the Selling Shareholder shall each select an appraiser and those two appraisers shall select a third appraiser.  Each party shall pay the fee of the appraiser that it selected and both parties shall share payment of the fee of the third appraiser.  The value of the shares, as calculated by averaging the values determined by the three appraisers, shall be the price that the Corporation shall pay for the shares.

Promptly thereafter, the Corporation shall call a Special Meeting of the Shareholders.  At such meeting the affirmative vote of two-thirds of all issued and outstanding Stock (including the Stock owned by the Selling Shareholder) shall be required to ratify the recommendation of the Board of Director.  If the Board recommends options (2), (3), or (4) and such recommendation is not approved by at least two-thirds of all issued and outstanding Stock, the Selling Shareholder shall be permitted to sell his/her Stock in accordance with the notice.

]**[(l)   In the event any other Shareholder who purchases any part of the Offered Shares (“Purchasing Shareholder”) desires to sell or otherwise dispose of any part of such purchased Shares (the “Purchased Shares”), or in the event that all of the Shares owned by the Purchasing Shareholder, including the Purchased Shares, shall otherwise become subject to purchase under the terms of this Agreement, or in the event such Purchasing shareholder defaults in payment of installments due under any promissory notes delivered as consideration for the purchase of the Purchased Shares, and such default remains uncured for a period of [spelled number of days] (______) days, the other Shareholders shall have an option to purchase the Purchased Shares at a purchase price equal to the original price that the Purchasing Shareholder paid for the Purchased Shares or the book value of the Purchased Shares, whichever is the lesser amount, less the balance remaining unpaid upon such Purchased Shares, if any.  Said option may be exercised within [spelled number of days] (______) days after mailing of written notice by such Purchasing Shareholder or his/her personal representative to the other Shareholders, who shall then have the right to purchase said Purchased Shares, ratable to the respective holdings and equity interest of those other Shareholders desiring to exercise said option.  In the event of exercise of the option provided in this subsection, the other Shareholders shall assume the obligation of such Purchasing shareholder under the prior purchase in the ratable proportions that each purchases and shall issue new promissory notices with the same maturities as the original note of the Purchasing Shareholder, which original notes shall be canceled.  The portion of the said purchase price not represented by said assumption equity shall be paid in cash at the time of exercise of said option, first to satisfy any amounts then due and owing, if any, on account of any previous purchase hereunder, and second, the balance shall be distributed to such Purchasing Shareholder or his/her personal representative.  In the event that the options to purchase the equity of a Purchasing Shareholder are not exercised as provided herein, or in the event that any amount remains due and owing from said Purchasing Shareholder under the original purchase for [spelled number of days] (______) days of such exercise, or in the event that

notes of the Remaining Shareholders in assumption of the liability of the Purchasing Shareholder to the original Offering Shareholder are not delivered to the original Offering Shareholder or his/her personal representative within such [spelled number of days] (______) day period, then all rights of the Purchasing Shareholder in the Purchased Shares shall automatically terminate and the portion of the purchase price theretofore paid by the Purchasing Shareholder shall be retained by the original Offering Shareholder or his/her representative in full satisfaction of all damages caused by said default.  The original Offering Shareholder or his/her personal representative shall in such event have no right to collect the balance unpaid on such notes of said Purchasing Shareholder; however, the original Offering Shareholder or his/her personal representative shall then have an option to purchase any and all other Shares owned by the Purchasing Shareholder at a price determined under Section 8 hereof, such option to be exercised in writing within [spelled number of days] (______) days after the expiration of the options granted to the other Shareholders above.

]*7.3      Procedures for Required Purchase by Corporation and/or Remaining Shareholders

Whenever the Corporation and/or remaining Shareholders are required to purchase the shares of a Shareholder (or his/her successor in interest) (the “Selling Shareholder”) pursuant to the terms of this Agreement, the following procedures shall apply:

(a)          The Shareholders shall have a first option to purchase the Shares of the Selling Shareholder in proportion to their respective percentages of shareholdings or in some other proportion agreed to by all the Shareholders who agree to participate in the purchase.  This option must be exercised within [spelled number of days] (______) days.

(b)          If the Shareholders do not agree to purchase all of the Shares that are required to be purchased, the Corporation shall within [spelled number of days] (______) days after the expiration of the option period specified in subsection (a) call a special Shareholders’ meeting to determine whether the Corporation and/or the remaining Shareholders shall purchase the Shares not purchased by the Shareholders.  The Corporation shall purchase the number of Shares approved for purchase by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting (excluding votes in respect of the Shares to be purchased), provided that the Corporation shall only purchase that number of Shares which, in the opinion of its general counsel, it is able to legally purchase.

(c)           If all the Shares of the Selling Shareholder have not been purchased pursuant to paragraphs (a) and (b), the remaining Shareholders must within [spelled number of days] (______) days of the date of the special Shareholders’ meeting specified in paragraph (b), agree to purchase all the remaining Shares of the Selling Shareholder in proportion to their respective percentages of shareholdings, or as they may otherwise unanimously agree.

(d)          In order to maximize the number of Shares of the Selling Shareholder that can qualify as a sale or exchange of a capital asset if purchased by the Corporation, the Selling Shareholder agrees to execute appropriate waivers (or cause others to execute

appropriate waivers) and to take all other action that is requested by the Corporation’s general counsel.

*[7.4      Procedures for Required Purchase by Corporation and/or Remaining Shareholders Upon Shareholder’s Death

Whenever the Corporation and/or remaining Shareholders are required to purchase the shares of a deceased Shareholder (or his/her successor in interest) (the “Deceased Shareholder”) pursuant to Section 4 hereof, the following procedures shall apply:

(a)          The number of the Deceased Shareholder’s shares which the Corporation shall purchase shall be the lesser of:

(1)          The maximum number which it may purchase and the purchase qualify as a distribution in full payment in exchange for the estate’s stock under Section 303 of the Internal Revenue Code of 1986, or under the equivalent section or sections of any successor code in force at the Shareholder’s death; provided that if, in the opinion of counsel for the Corporation, the maximum number of shares that may be purchased under this subsection is limited due to the operation of the attribution rules of Section 318 of the Internal Revenue Code the Corporation shall purchase the shares held by a Deceased Shareholder’s spouse and lineal descendants.

(2)          The maximum which it may purchase under the laws of the state or states having jurisdiction over the redemption of its stock; and the surviving Shareholders shall purchase the balance of the Shares which the Deceased Shareholder owned at his or her death.

(b)          Each surviving Shareholder shall purchase and the Deceased Shareholder’s estate shall sell that portion of the balance of the Shares which the Deceased Shareholder owned at his or her death which equals the proportion which the number of Shares then owned by each surviving Shareholder is of the total number of the Shares then owned by all such surviving Shareholders.

(c)           The parties recognize that the maximum number of Shares which the Corporation may purchase from the estate of a Deceased Shareholder and the purchase qualify as a distribution in full payment and exchange for the estate’s stock under Section 303 of the Internal Revenue Code of 1986, is not exactly determinable until the final determination of the amount of federal estate tax and state death taxes of the Deceased Shareholder’s estate, and that the latter events which might not occur for a substantial time following the Deceased Shareholder’s death.  Therefore, in order to provide for a timely redemption of Shares, the parties agree that the “maximum number” of shares which the Corporation shall purchase for the purposes of subsection (a) shall be an estimate of that maximum number.  Within [spelled number of days] (______) days of his or her appointment, the personal representative of the Deceased Shareholder’s estate shall file with the Corporation the estimate in writing.  There shall be set forth in the estimate all facts by

which its accuracy may be verified including a detailed description of each asset includable in the gross estimate of the deceased for federal estate and state death tax purposes, together with the personal representative’s opinion as to the estate and state death tax value of it as of date of death, an itemization of each deduction allowable in the personal representative’s opinion as a deduction from the gross estate in arriving at the net estate subject to tax, funeral expenses and expenses of estate administration and an enumeration of all credits allowable against federal estate tax and state death taxes and calculations of the amount.

(d)          The closing of the sale and purchase of the Deceased Shareholder’s Shares shall occur within [spelled number of days] (______) days after the appointment and qualification of the legal representative or representatives of a deceased Shareholder, or within [spelled number of days] (______) days after the date of death of a deceased Shareholder if no such legal representative is appointed.

]*7.5      Procedures for Optional Purchase by Corporation and/or Remaining Shareholders Other Than Upon Voluntary Lifetime Transfer

Whenever the Corporation and/or remaining Shareholders have the option to purchase the Shares of a Shareholder (or his/her successor in interest) (the “Offeror”) pursuant to the terms of this Agreement, the following procedures shall apply:

(a)          The Shareholders shall have a first option to purchase the Shares of the Offeror in proportion to their respective percentages of shareholdings or in some other proportion agreed to by all the Shareholders who agree to participate in the purchase.  Such option must be exercised within [spelled number of days] (______) days.  This notwithstanding, if any Shareholder has a right of first refusal pursuant to this Agreement with respect to the Shares of the Offeror, the Corporation shall promptly notify such Shareholder, and such Shareholder may then exercise such right within [spelled number of days] (______) days following his/her notification by the Corporation.  In the event that such Shareholder shall fail to exercise his/her right to purchase all of the Shares of the Offeror, the other Shareholders shall have an option to purchase the remaining Shares of the Offeror in proportion to their respective percentages of shareholdings or in some other proportion agreed to by all the other Shareholders who agree to participate in the purchase.  This option must be exercised within [spelled number of days] (______) days.

(b)          If the Shareholders do not agree to purchase all of the Offeror’s Shares, the Corporation shall, within [spelled number of days] (______) days after the expiration of the option period specified in Subsection (a), call a special Shareholders’ meeting to determine if the Corporation will purchase the Shares not purchased by the Shareholders.  The Corporation shall purchase the number of Shares as may be approved by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect of the Shares owned by the Offeree.

(c)           If all the Offeree’s Shares have not been purchased pursuant to Paragraphs (a) and (b), the remaining Shareholders shall have the option to purchase the balance of the

Offeree’s Shares in proportion to their respective percentages of shareholdings, or as those that wish to purchase the Shares may otherwise unanimously agree.  This option must be exercised within [spelled number of days] (______) days of the special Shareholder’s meeting specified in Paragraph (b).

(d)          The Offeror’s Shares not purchased pursuant to the options in Paragraphs (a) through (c) shall continue to be subject to the terms and conditions of this Agreement.

7.6          Corporate and Shareholder Actions

If the Corporation is legally unable to implement any decision to purchase any shares pursuant to this Agreement, or is legally unable to purchase any shares it has agreed to purchase under this Agreement, the Corporation and the other Shareholders shall take such actions as are reasonably necessary to create sufficient corporate funds to enable the Corporation make such purchases, including, without limitation, causing the assets and liabilities of the Corporation to be revalued on a fair market value basis, reducing the Corporation’s stated capital and, if necessary, using all the Corporation’s capital surplus to fund the purchase; provided, however, that no Shareholder shall be obligated to make additional capital contributions or advances to the Corporation or personally guarantee any of the Corporation’s debts or obligations.

7.7          Shareholder Guaranty

If, after taking all actions contemplated under Section 7.5, the Corporation is still legally unable to purchase any shares it has agreed to purchase under this Agreement, or is unable to make payment upon any promissory note given to a Shareholder in the purchase of his/her shares, the obligations of the Corporation with respect to such shares shall be deemed assumed by the other Shareholders in proportion to their ownership of shares or in such other proportion as they shall otherwise mutually agree upon in writing on the same terms and conditions as the Corporation.  In the event that the other Shareholders shall purchase shares pursuant to the obligations in this Section, such purchases shall occur prior any redemption or repurchase of shares which may be made by the Corporation.

7.8          Voting by Offering Shareholder

The Offering Shareholder or the personal representative of a deceased Shareholder shall (as a director of the Corporation, and, if applicable, as a shareholder of the Corporation) attend any meetings of the Board of Directors and/or of the Shareholders of the Corporation and vote or cause a vote to be made in the same manner as a majority of the remaining directors or shareholders shall vote on any question concerning the Corporation’s election to exercise any option it has to purchase the shares of the Offering Shareholder pursuant to this Agreement, including, without limitation, whether to exercise the option or take any of the actions referred to in Section 7.5.

8.            Purchase Price

8.1          Purchase Price Upon Receipt of Bona Fide Offer

*[The purchase price for shares purchased pursuant to this Agreement as a result of a Bona Fide Offer pursuant to Section 2.1 shall be the cash price per share in the Bona Fide Offer, which shall not include any value attributable to any employment contract, consulting contract, or any other side agreement between the third person making the offer and the selling Shareholder.

]**[The purchase price for shares purchased pursuant to this Agreement as a result of a Bona Fide Offer pursuant to Section 2.1 shall be the price per share in the Bona Fide Offer.  In the event that a Bona Fide Offer provides for the exchange of assets other than cash or cash equivalents (e.g., an exchange of shares of the offeree’s capital stock), the Bona Fide Offer shall include the fair market value of such assets or the Selling Shareholder shall submit with the notice of the Bona Fide Offer an appraisal prepared by a qualified independent third party evidencing the fair market value of such assets as of the date of the Bona fide Offer, and the offers extended to the Corporation and to the Nonselling Shareholders in accordance with this Section shall be deemed to be offers to sell the offered shares at the fair market value of the assets to be exchanged, payable in cash at the closing.

]**[The purchase price for shares purchased pursuant to this Agreement as a result of a Bona Fide Offer pursuant to Section 2.1 shall be the price per share in the Bona Fide Offer.  If part or all of the consideration for the shares included in the offer consists of property other than cash, the cash value of the non-cash property shall be determined by an appraiser selected by mutual agreement of the Shareholder offering to sell his/her shares pursuant to this Section and the remaining Shareholders with the expenses of the appraiser being paid by the offering Shareholder and, if no agreement on an appraiser can be reached within [spelled number of days] (______) days after the third party offer is received by the Corporation, then the cash value of the non-cash property shall be determined by arbitration pursuant to Section 12.4.  The cash value of the non-cash property determined in accordance with the preceding sentence shall be added to the cash recited in the Bona Fide Offer and the resulting total amount shall be divided into the number of shares offered for sale to determine the offering price per share for purposes of this Agreement.

]**[The purchase price for shares purchased pursuant to this Agreement as a result of a Bona Fide Offer pursuant to Section 2.1 shall be the [higher/lower] of the cash price per share in the Bona Fide Offer, which shall not include any value attributable to any employment contract, consulting contract, or any other side agreement between the third person making the offer and the selling Shareholder, or the price determined as set forth in Section 8.2.

]*8.2      Purchase Price Upon Occurrence of Other Events

*[The purchase price for shares purchased pursuant to this Agreement other than as a result of a Bona Fide Offer pursuant to Section 2.1 shall be, unless and until changed or adjusted as provided below, the value specified on the Certificate of Value attached to this Agreement as Schedule ______.  The Shareholders agree to redetermine the per share value for purposes of this Agreement at least annually, no later than [spelled number of days] (______) after the financial statements for the preceding fiscal year have been submitted to the Corporation.  Determination of the value shall be made by the affirmative vote of ______% of the outstanding shares.  Each

determination of value shall be endorsed with the date of the valuation on the Certificate of Value.  If the Shareholders should for any reason fail to make a redetermination of value, the last determination of value shall control, except that, if the most recent value stipulated on the Certificate of Value is more than ______ prior to the date a buy-out right is triggered, either the Selling Shareholder (or his/her successor in interest) or any Purchaser shall have the right to request in writing, within [spelled number of days] (______) days after a binding contract to purchase the Shares is created, that the value be determined by arbitration pursuant to Section 12.4, with the value to be based on the fair market value of the shares being purchased.

]**[The purchase price for shares purchased pursuant to this Agreement other than as a result of a Bona Fide Offer pursuant to Section 2.1 shall be their book value as determined by the accountant regularly employed by the Corporation or, if there is none, an independent certified public accounting firm agreed upon by the majority of the Shareholders then holding shares.  The determination made by said accountant shall be binding and conclusive upon the parties hereto.  Determination of the book value shall be made in accordance with generally accepted accounting principles, and the following shall be observed:

(a)          The determination shall be made as of the last day of the preceding calendar quarter.

(b)          No allowance of any kind shall be made for goodwill or any similar intangible asset of the Corporation.

(c)           Inventory of merchandise, supplies, and other nondepreciable personal property shall be valued at cost or replacement cost, whichever is lower.

(d)          Machinery, fixtures, and equipment shall be valued at the depreciated value appearing on the books of the Corporation.

(e)          Buildings and land shall be valued at fair market value.

(f)           Stocks, bonds, partnership interests, and other similar investments shall be valued at the most recently quoted sales or trading price, if a market exists therefor.  If no market exists, then the value shall be equal to the most recent past sale not later than one year prior to valuation.  In the absence of a market or sale, stock shall be valued at its book value, a bond shall be valued at its face value plus accrued interest, and a partnership interest shall be valued at an amount determined by a majority of the general partners of said partnership.

(g)          Trademarks, trade names, patents, and other intangibles having commercial value, shall be considered in arriving at a valuation figure.

(h)          Past, present, and prospective earnings including the existing and prospective economic condition of the industry, shall be considered in arriving at a valuation figure.

(i)            All debts of the Corporation shall be deducted at their face value, including any

interest accrued but unpaid.

(j)           All unpaid but accrued federal, state, and local taxes, including but not limited to sales, payroll, unemployment insurance, excise, franchise, and income taxes, shall be deducted as liabilities.

(k)          Contingent liability items shall be specifically deducted from the valuation figure, but only if such item may, in the accountant’s or appraiser’s opinion, become an actual obligation of the Corporation, and then only in the amount the accountant or appraiser determines to be reasonable.

(l)            In any case where the fair market value of property is to be used in the valuation, consideration shall be given to the federal and state income tax liability on the difference between the recorded book value and the fair market value to be established and the costs of sale such as but not limited to normal real estate commissions and closing costs.

]**[The value of the shares to be purchased pursuant to Section 2.1 shall be their net value based on the adjusted book value of the Corporation’s assets and liabilities, determined by the accountant who regularly prepares the Corporation’s financial statements.  The adjusted book value shall be the fair market value of the Corporation’s assets and liabilities assuming a willing buyer and a willing seller*[, except that *[the Corporation’s machinery and equipment shall be valued at the lower of replacement cost or fair market value*[ and ]*the face amount of the Corporation’s accounts receivable as of the valuation date shall be adjusted for uncollectible accounts based on the average collection percentage experienced in the 12 months preceding the valuation date ]*]*.  If the corporation is operating as an S corporation pursuant to the Internal Revenue Code, the adjusted book value shall reflect the Corporation’s income or loss as of the date of the valuation.  The accountant making the valuation shall have the right to select one or more professional appraisers of his/her choice to assist him/her.  The valuation found by the accountant shall be conclusive and binding on the Selling Shareholder and the purchaser or purchasers of the shares in question.

]**[

(a)          The price to be paid for the offering Shareholder’s stock shall be the fair market value of the stock on the date of any offer.

(b)          The fair market value of the stock will be determined under the same methods as would be used for determining the estate tax value of the stock if the offering Shareholder had died on the date of any offer, ignoring any alternate valuation date (under Internal Revenue Code Section 2032) or special use valuation (under Internal Revenue Code Section 2032A).

(c)           If the other Shareholders and the offering Shareholders are unable to agree mutually on the fair market value of the stock within [spelled number of days] (______) days from the date of the offer, the fair market value of the stock will be determined by one or more Qualified Appraisers, selected under the procedures set forth in this Section.

(d)          If the fair market value of the stock is to be determined by Qualified Appraiser, the offering Shareholder and the other Shareholders collectively will each appoint, at his, her, or their own expense, a Qualified Appraiser, within [spelled number of days] (______) days following the expiration of the [spelled number of days] (______) day period within which the offering Shareholder and the other Shareholders could not mutually agree on the fair market value.  If either party shall fail to appoint a Qualified Appraiser within this [spelled number of days] (______) day period, any appointed Qualified Appraiser shall unilaterally establish the fair market value of the stock by delivering a written opinion thereof, and delivering the same to each of the parties to this Agreement.

(e)          If both parties appoint Qualified Appraisers within the said [spelled number of days] (______)-day period, these two Qualified Appraisers shall establish the fair market value of the stock in a single written opinion agreed to by both of them.

(f)           If these two Qualified Appraisers cannot agree on the fair market value of the stock within [spelled number of days] (______) days of the appointment of the latter of them, they shall together appoint a third Qualified Appraiser whose sole written opinion shall establish the fair market value of the stock.

(g)          The fees and reimbursed expenses charged by the Qualified Appraisers in the valuation under this Section shall be borne solely by the non-offering Shareholders.

(h)          The Corporation will provide such data as any Qualified Appraiser deems necessary or useful to make a determination of the fair market value of the stock.

(i)            “Qualified Appraiser” as used in this Agreement is defined as a professional appraiser or independent certified public accountant who is qualified by experience and ability to appraise the stock.  The appointment of a Qualified Appraiser shall be made by a written instrument delivered to the Corporation.

]**[The price to be paid for the offering Shareholder’s stock shall be the fair market value of the stock on the date of any offer.  For purposes of this Agreement, the fair market value shall be the appraised value of all of the corporate assets less the corporate liabilities.  The appraised value of the corporate assets shall be determined by qualified appraisers with regard to the type of property to be appraised.  It shall take into consideration such factors as “good will.”  In the event an impartial appraiser cannot be appointed by the unanimous consent of the Shareholders (and at the Corporation’s expense), then each Shareholder may hire his/her own appraiser (at his/her own expense).  If more than one appraisal is obtained and if they are within ______%, then the appraised value shall be the average of the two appraisals.  If the difference is greater than ______% and the parties are unable to mutually agree upon an appraised value, then the appraisers shall appoint an impartial appraiser (at the Corporation’s expense).  Once all three appraisals have been made, the one whose value is between the values of the other two appraisals shall become binding on all the parties.  In making the appraisal, the appraisers shall value real estate and improvements at fair market value; machinery and equipment shall be valued at replacement cost or fair market value, whichever is lower; finished inventory shall be valued at

cost or market, whichever is lower; goods in process shall be valued at cost, using the cost accounting procedures customarily used by the Corporation in preparing its financial statements; receivables shall be valued at their face amount, less an allowance for uncollectible items that is reasonable in view of the past experience of the Corporation and a recent review of their collectibility; and all liabilities shall be deducted at their face value, and a reserve for contingent liabilities shall be established, if appropriate.  The value of other comparable companies, if known, shall also be considered.

]**[The parties hereto shall fix the valuation each year by mutual consent according to their determination of the net worth of the corporation, provided that if the shareholders do not mutually agree as to the “net worth”, then the valuation of each shareholder’s interest shall be based on the sum total of the book value of their respective interests in the corporation as shown by the immediately preceding annual statement of the corporation, without any valuation being made for “good will.”

If either shareholder refuses to sign the notation of valuation as determined by the corporate books, any executive officer of the corporation may enter such notation on the original agreement maintained in the principal business office of the corporation, and shall attach a copy of the annual financial statement of the corporation to the original agreement notifying said shareholder of the corporate action in writing.  In that case the valuation shall be considered the last valuation for the purposes of this Agreement.

]**[The value of the shares to be purchased shall be their net value based on the following capitalization of earnings formula:

(a)          The average of the Corporation’s net earnings for the [spelled number of years] (______) fiscal years preceding the year in which the buy-out right is triggered*[, and the annualized net earnings for the period from the end of the last fiscal year, preceding the year in which the buy-out right is triggered, until the end of the month in which the buy-out right is triggered,]* shall first be determined.  If the Corporation has not been in existence for [spelled number of years] (______) years, then the average net earnings shall be based on the average earnings for the number of years the Corporation has been in existence*[ plus the annualized net earnings for the year in which the buy-out right is triggered]*, calculated as determined in the preceding sentence.

(b)          The average earnings of the Corporation shall be multiplied by a multiplier of ______ and the product shall be the value of the entire Corporation.  The value of each Shareholder’s shares shall be his or her proportionate share of the value of the entire Corporation.  The valuation shall be made (at the Corporation’s expense) by the accountant who regularly prepares the Corporation’s financial statement and shall be determined from the regular financial statements prepared by or for the Corporation and in accordance with the accounting principles consistently applied by the Corporation in preparing such financial statement.*[  Provided, however, that the following adjustments shall be made:

(1)          All depreciation charges on all fixed assets shall be calculated on a straight

line basis;

(2)          Inventory shall be valued on the basis of ______;

(3)          Any reserve for contingencies shall be eliminated;

(4)          Any charge for amortizing goods shall be eliminated;

(5)          Any charge for acquisition expenses in connection with a pooling of interest shall be eliminated;

(6)          Any unfunded pension fund past service liability shall be eliminated; and

(7) ______

]*

]**[

(a)          The weighted average of the Corporation’s net [before/after] tax earnings per share for the [number of years to average] fiscal years preceding the year in which the buy-out right is triggered*[, and the annualized net earnings for the period from the end of the last fiscal year, preceding the year in which the buy-out right is triggered, until the end of the month in which the buy-out right is triggered,]* shall first be determined with the [most recent/current] year being weighted ______[ and/,] *the [ordinal for each weighted year] most [recent/current] year being weighted ______*.  If the Company has not been in existence for [number of years to average] years, then the average net earnings shall be based on the weighted average earnings for the number of years the Company has been in existence*[ plus the annualized earnings for the year in which the buy-out right is triggered]*.

(b)          The weighted average earnings per share shall be multiplied by a multiplier of ______ and the product shall be the value of each of the shares to be purchased.  The valuation shall be made (at the Corporation’s expense) by the accountant who regularly prepares the Corporation’s financial statement and shall be determined from the regular financial statements prepared by or for the Corporation and in accordance with the accounting principles consistently applied by the Corporation in preparing such financial statements.*[ Provided, however, that the following adjustments shall be made:

(1)          All depreciation charges on all fixed assets shall be calculated on a straight line basis;

(2)          Inventory shall be valued on the basis of ______;

(3)          Any reserve for contingencies shall be eliminated;

(4)          Any charge for amortizing goods shall be eliminated;

(5)          Any charge for acquisition expenses in connection with a pooling of

interest shall be eliminated;

(6)          Any unfunded pension fund past service liability shall be eliminated; and

(7)          ______

]*

]**[Unless and until changed or adjusted as provided below, the per share value of the shares to be purchased shall be the value specified on the Certificate of Value attached to this Agreement as Schedule ______.  The Shareholders agree to redetermine the per share value for purposes of this Agreement at least annually, no later than [spelled number of days] (______) days after the financial statements for the preceding fiscal year have been submitted to the Corporation.  Determination of the value shall be made by the affirmative vote of ______% of the outstanding shares.  Each determination of value shall be endorsed with the date of the valuation on the Certificate of Value.  If the Shareholders should for any reason fail to make a redetermination of value, the last determination of value shall control, except that, if the most recent value stipulated on the Certificate of Value is more than ______ prior to the date a buy-out right is triggered, then the per share value shall be determined by adjusting the value on the Certificate of Value by the amount of the net increase*[ or decrease in the per share [before/after] tax earnings of the Corporation (less the total of any dividends paid to the Shareholders).]**[ if any, in the Corporation’s retained earnings, stated capital, and capital surplus (less any retained earnings or surplus used to fund any redemption of the Corporation’s shares).]*

]**[The value of the shares to be purchased shall be the price at which such shares were issued to the Selling Shareholder (or his/her predecessor in interest).

]**[The value of the shares to be purchased shall be their value determined by averaging their per share book value and their per share capitalized earnings value.

The book value of the shares shall be determined by the accountant regularly employed by the Corporation or, if there is none, an independent certified public accounting firm agreed upon by the majority of the Shareholders then holding shares.  The determination made by said accountant shall be binding and conclusive upon the parties hereto.  Determination of the book value shall be made in accordance with generally accepted accounting principles, and the following shall be observed:

(a)          The determination shall be made as of the last day of the preceding calendar quarter.

(b)          No allowance of any kind shall be made for goodwill or any similar intangible asset of the Corporation.

(c)           Inventory of merchandise, supplies, and other nondepreciable personal property shall be valued at cost or replacement cost, whichever is lower.

(d)          Machinery, fixtures, and equipment shall be valued at the depreciated value appearing on the books of the Corporation.

(e)          Buildings and land shall be valued at fair market value.

(f)           Stocks, bonds, partnership interests, and other similar investments shall be valued at the most recently quoted sales or trading price, if a market exists therefor.  If no market exists, then the value shall be equal to the most recent past sale not later than one year prior to valuation.  In the absence of a market or sale, stock shall be valued at its book value, a bond shall be valued at its face value plus accrued interest, and a partnership interest shall be valued at an amount determined by a majority of the general partners of said partnership.

(g)          Trademarks, trade names, patents, and other intangibles having commercial value, shall be considered in arriving at a valuation figure.

(h)          Past, present, and prospective earnings including the existing and prospective economic condition of the industry, shall be considered in arriving at a valuation figure.

(i)            All debts of the Corporation shall be deducted at their face value, including any interest accrued but unpaid.

(j)           All unpaid but accrued federal, state, and local taxes, including but not limited to sales, payroll, unemployment insurance, excise, franchise, and income taxes, shall be deducted as liabilities.

(k)          Contingent liability items shall be specifically deducted from the valuation figure, but only if such item may, in the accountant’s or appraiser’s opinion, become an actual obligation of the Corporation, and then only in the amount the accountant or appraiser determines to be reasonable.

(l)            In any case where the fair market value of property is to be used in the valuation, consideration shall be given to the federal and state income tax liability on the difference between the recorded book value and the fair market value to be established and the costs of sale such as but not limited to normal real estate commissions and closing costs.

The capitalized earnings value of the Interest shall be determined by the following capitalized earnings formula:

(a)          The average of the Corporation’s net earnings for the [spelled number of years] (______) fiscal years preceding the year in which the buy-out right is triggered*[, and the annualized net earnings for the period from the end of the last fiscal year, preceding the year in which the buy-out right is triggered, until the end of the month in which the buy-out right is triggered,]* shall first be determined.  If the Corporation has not been in existence for [spelled number of years] (______) years, then the average net earnings shall be based on the average earnings for the number of years the Corporation has been in existence*[ plus the annualized net earnings for the year in which the buy-out right is triggered]*, calculated as determined in the preceding sentence.

(b)          The average earnings of the Corporation shall be multiplied by a multiplier of ______ and the product shall be the value of the entire Corporation.  The value of each Shareholder’s shares shall be his or her proportionate share of the value of the entire Corporation.  The valuation shall be made (at the Corporation’s expense) by the accountant who regularly prepares the Corporation’s financial statement and shall be determined from the regular financial statements prepared by or for the Corporation and in accordance with the accounting principles consistently applied by the Corporation in preparing such financial statement.*[  Provided, however, that the following adjustments shall be made:

(1)          All depreciation charges on all fixed assets shall be calculated on a straight line basis;

(2)          Inventory shall be valued on the basis of ______;

(3)          Any reserve for contingencies shall be eliminated;

(4)          Any charge for amortizing goods shall be eliminated;

(5)          Any charge for acquisition expenses in connection with a pooling of interest shall be eliminated;

(6)          Any unfunded pension fund past service liability shall be eliminated; and

(7)          ______

]*

]**[The purchase price of the shares to be purchased pursuant shall be the [greater/lesser] of their per share book value and their per share capitalized earnings value.

The book value of the shares shall be determined by the accountant regularly employed by the Corporation or, if there is none, an independent certified public accounting firm agreed upon by the majority of the Shareholders then holding shares.  The determination made by said accountant shall be binding and conclusive upon the parties hereto.  Determination of the book value shall be made in accordance with generally accepted accounting principles, and the following shall be observed:

(a)          The determination shall be made as of the last day of the preceding calendar quarter.

(b)          No allowance of any kind shall be made for goodwill or any similar intangible asset of the Corporation.

(c)           Inventory of merchandise, supplies, and other nondepreciable personal property shall be valued at cost or replacement cost, whichever is lower.

(d)          Machinery, fixtures, and equipment shall be valued at the depreciated value appearing on the books of the Corporation.

(e)          Buildings and land shall be valued at fair market value.

(f)           Stocks, bonds, partnership interests, and other similar investments shall be valued at the most recently quoted sales or trading price, if a market exists therefor.  If no market exists, then the value shall be equal to the most recent past sale not later than one year prior to valuation.  In the absence of a market or sale, stock shall be valued at its book value, a bond shall be valued at its face value plus accrued interest, and a partnership interest shall be valued at an amount determined by a majority of the general partners of said partnership.

(g)          Trademarks, trade names, patents, and other intangibles having commercial value, shall be considered in arriving at a valuation figure.

(h)          Past, present, and prospective earnings including the existing and prospective economic condition of the industry, shall be considered in arriving at a valuation figure.

(i)            All debts of the Corporation shall be deducted at their face value, including any interest accrued but unpaid.

(j)           All unpaid but accrued federal, state, and local taxes, including but not limited to sales, payroll, unemployment insurance, excise, franchise, and income taxes, shall be deducted as liabilities.

(k)          Contingent liability items shall be specifically deducted from the valuation figure, but only if such item may, in the accountant’s or appraiser’s opinion, become an actual obligation of the Corporation, and then only in the amount the accountant or appraiser determines to be reasonable.

(l)            In any case where the fair market value of property is to be used in the valuation, consideration shall be given to the federal and state income tax liability on the difference between the recorded book value and the fair market value to be established and the costs of sale such as but not limited to normal real estate commissions and closing costs.

The capitalized earnings value of the Interest shall be determined by the following capitalized earnings formula:

(a)          The average of the Corporation’s net earnings for the [spelled number of years] (______) fiscal years preceding the year in which the buy-out right is triggered*[, and the annualized net earnings for the period from the end of the last fiscal year, preceding the year in which the buy-out right is triggered, until the end of the month in which the buy-out right is triggered,]* shall first be determined.  If the Corporation has not been in existence for [spelled number of years] (______) years, then the average net earnings

shall be based on the average earnings for the number of years the Corporation has been in existence*[ plus the annualized net earnings for the year in which the buy-out right is triggered]*, calculated as determined in the preceding sentence.

(b)          The average earnings of the Corporation shall be multiplied by a multiplier of ______ and the product shall be the value of the entire Corporation.  The value of each Shareholder’s shares shall be his or her proportionate share of the value of the entire Corporation.  The valuation shall be made (at the Corporation’s expense) by the accountant who regularly prepares the Corporation’s financial statement and shall be determined from the regular financial statements prepared by or for the Corporation and in accordance with the accounting principles consistently applied by the Corporation in preparing such financial statement.*[  Provided, however, that the following adjustments shall be made:

(1)          All depreciation charges on all fixed assets shall be calculated on a straight line basis;

(2)          Inventory shall be valued on the basis of ______;

(3)          Any reserve for contingencies shall be eliminated;

(4)          Any charge for amortizing goods shall be eliminated;

(5)          Any charge for acquisition expenses in connection with a pooling of interest shall be eliminated;

(6)          Any unfunded pension fund past service liability shall be eliminated; and

(7)          ______

]*

]**[The value of the corporation shall be calculated as follows:

(a)          Take the fair market value of the corporation’s tangible and intangible property (as determined by an appraisal pursuant to the rules of the American Arbitration Association, one arbitrator) and multiply this value by ______%.  This result is the expected return on tangible assets.

(b)          Take the net after tax earnings of the corporation and subtract the result from (a).  This is the excess earnings (or return from goodwill).

(c)           Multiply the difference from (b) by ______.  This is the value of goodwill.

(d)          Add the fair market value of all property to the value of goodwill.  This is the value of the corporation.

(e)          Each shareholder’s share shall be his or her shares of the equity in the corporation

times the value of the corporation determined in (d).

]**[The purchase price for shares purchased pursuant to this Agreement other than as a result of a Bona Fide Offer pursuant to Section 2.1 shall be calculated as follows:  ______

]**[8.3 Purchase Price Upon Triggering Event[s]

*[

]**[*[(a)             ]*The purchase price for shares purchased pursuant to this Agreement as a result of voluntary sale or involuntary disposition shall be determined as follows:  ______

]**[*[(b)             ]*The purchase price for shares purchased pursuant to this Agreement as a result of the death of a Shareholder shall be determined as follows:  ______

]**[*[(c)              ]*The purchase price for shares purchased pursuant to this Agreement as a result of retirement and disability shall be determined as follows:  ______

]**[*[(d)             ]*The purchase price for shares purchased pursuant to this Agreement as a result of resignation and termination shall be determined as follows:  ______

]**[*[(e)             ]*The purchase price for shares purchased pursuant to this Agreement as a result of ______ shall be determined as follows:  ______

]*]**[8.4             Procedure for Computing and Disputing Purchase Price Amounts

(a)          Determination of Preliminary Purchase Price.  The Preliminary Purchase Price shall be that amount, determined by the Company, that the purchase price would have been had it been determined using the Company’s ______ financial statements for the period that ended ______.  Upon receiving the required notice under Section 7.1 for an event for which the price of shares must be determined under this Agreement, as soon as practicable, but in any event with [spelled number of days] (______) days after receipt of the notice, the Company shall determine or cause to be determined the purchase price of the shares and shall notify the disposing Shareholder and all Shareholders of the purchase price.

(b)          Disputed Purchase Price.  If a disposing Shareholder, or his/her Legal Representative, does not agree with the purchase price determined by the Company, they shall notify the Company and purchaser of such dispute within [spelled number of days] (______) business days of receipt of the Company’s notice of the purchase price.  Within [spelled number of days] (______) days of receipt of the notice of dispute, the disposing Shareholder, or his/her Legal Representative, and the purchaser shall each select an independent certified public accountant, at their respective costs.  Such accountants shall jointly determine the purchase price of the Shares according to the terms of this Agreement.  In the event such accountants cannot agree upon the purchase price, they shall select a third independent certified public accountant, at the joint cost of the disposing Shareholder and purchaser.  The purchase price determined by a majority of the three accountants shall be final and binding on all parties.

(c)           Final Purchase Price.  If no notice of dispute is timely delivered by the disposing Shareholder, the purchase price set forth in the Company’s notice shall be deemed “final.”  If the purchase price is disputed as provided in subsection (b), the purchase price shall be deemed final upon delivery of notice from the accountants or investment bankers of the final purchase price.

]**[8.5 Post-Purchase Adjustments in Price Due to Sale of Company

If at any time during the twelve-month period following the occurrence of such Triggering Event, the Company enters into a binding agreement to sell all, or substantially all, its assets or to merge with another corporation where such transaction must, under the law of the Company’s state of incorporation, be approved by a vote of the Company’s shareholders or holders of the Common Stock enter into a binding agreement to sell, in the aggregate, at least sixty-six and two thirds of the outstanding shares of Common Stock (collectively, a “Twelve-Month Transaction”), the per-share purchase price for purchases of Shares governed by this Section 8 shall be increased, but not decreased, by the amount by which the fair market value of the greatest consideration paid to those Shareholders voting in favor of such sale of assets or merger of agreeing to sell their Shares exceeds the Formula Price (the “Twelve-Month Premium”).  The holder of those Shares purchased from the disposing Shareholder, as shown on the Company’s records immediately prior to the closing of the Twelve-Month Transaction, shall be liable to the disposing Shareholder for the Twelve-Month Premium.  The Twelve-Month Premium shall be paid according to the terms of section 9.

]*9.        Payment of Purchase Price

9.1          Bona Fide Offer

If the purchase option hereunder is created by a proposed sale of Shares by a Shareholder pursuant to a Bona Fide Offer, the purchase price shall be paid in the same manner and on the same terms as set forth in the Bona Fide Offer.

9.2          Payment Upon Death, Retirement or Disability

The purchase price of Shares purchased pursuant to death, retirement or disability shall be paid as follows:

(a)          An amount equal to the proceeds from any insurance policy received by the Corporation and/or the other Shareholders as the result of the triggering event, shall be paid in cash or other immediately available funds;

(b)          An amount equal to the lesser of the unpaid purchase price and $______ shall be paid in cash or other immediately available funds; and

*[(c)      The balance of the purchase price shall be evidenced by a promissory note, in the form attached hereto as Exhibit ______ and made a part hereof, and shall be paid as

provided therein.

]**[(c)  The balance of the purchase price shall be evidenced by a ______-year, non-negotiable promissory note, bearing interest, payable quarterly, on the outstanding principal balance at the prime rate established by the Corporation’s primary bank on the day prior to the Closing Date and requiring principal to be paid in ______ equal annual installments.  Such promissory note shall be dated and delivered on the Closing Date.

]*9.3      Other Purchase Events

*[In all other cases, ______% of the purchase price payable by a purchasing party for the purchase of Shares shall be payable at the closing.  The balance shall be evidenced by a promissory note, in the form attached hereto as Exhibit ______ and made a part hereof, and shall be paid as provided therein.

]**[In all other cases, ______% of the purchase price payable by a purchasing party for the purchase of Shares shall be payable at the closing.  The balance shall be evidenced by a ______-year, non-negotiable promissory note, bearing interest, payable quarterly, on the outstanding principal balance at the prime rate established by the Corporation’s primary bank on the day prior to the Closing Date and requiring principal to be paid in ______ equal annual installments.  Such promissory note shall be dated and delivered on the Closing Date.

]*9.4      Default

*[Failure to make any payment required by any installment note authorized by this Article when due shall constitute a default of the note and shall cause the remaining unpaid balance to become immediately due and payable, and the selling Shareholder shall have all the rights and remedies to enforce payment of the unpaid balance authorized by law; provided, however, that before taking any remedial action to enforce payment, the selling Shareholder (or his/her successor in interest) shall deliver written notice of the default to the Purchaser and, if the payment in default is paid in full within [spelled number of days] (______) days from the date this notice is delivered, the default will be deemed not to have occurred.  Any person who makes a payment in excess of his/her allocated portion of the total payment due in order to prevent or cure a default shall be entitled to reimbursement for the excess by way of indemnification from the person who failed to make the required payment.

]**[A default of this Agreement shall occur in any of the following events.  Any delay on the part of the Seller in exercising any rights hereunder shall not operate as a waiver of said rights and acceptance of any payment after its due date shall not be deemed a waiver of the right to require prompt payment when due of all other sums, and the acceptance of any payment after the Seller has declared the entire indebtedness due and payable shall not cure any default of the Purchaser or operate as a waiver of any rights of the Seller hereunder.  The events of default are:

(a)          Any violation of this Agreement which, after [spelled number of days] (______) days notice, is not cured by the violating party.

(b)          Any officer or director is indicted or otherwise bound over for criminal prosecution for a crime relating to his or her official or employment activities relating this Corporation or any entity which has a business relationship to this Corporation.

(c)           If ______ has not certified within [spelled number of days] (______) days of the last day of the period in question that the profits of the Purchaser, as computed by ______ (who, it is agreed, will continue to be the Certified Public Accountant for the Corporation, unless the Seller and Purchaser otherwise agree), on a quarterly basis, using present methods of accounting meet both of the following tests:

(1)          A net profit (after all expenses) of $______ for the fiscal quarter in question has been earned by the Corporation; and

(2)          Sales by the Corporation of $______ in the first quarter of the year in question, $______ in the second quarter of the year in question, $______ in the third quarter of the year in question and $______ in the last quarter of the year in question have been made.

(d)          If Purchaser (in the aggregate) sells, assigns, pledges or otherwise hypothecates, directly or indirectly, an interest in the Corporation or if the Corporation sells, assigns, pledges or otherwise hypothecates assets of the Corporation which exceeds in value $______ except in the ordinary course of business, without first obtaining Seller’s written permission.

(e)          If Purchaser (or any relative of Purchaser, other than Seller) takes a salary in excess of the following:  ______

(f)           If the Purchasers have not insured all of the remaining Shareholders lives in the amount of the outstanding balance herein owed and assigned said policy to Seller as security for this Agreement.  If said policy is not obtained within [spelled number of days] (______) days of the date of this Agreement or if Purchaser does not timely pay the premiums on said policy (and supply Seller with evidence that the same has been paid), then such failure shall be deemed to be an event of default under this Agreement.

(g)          The death[s] of [shareholders whose deaths results in default] shall be considered an event of default unless the entire outstanding balance owed to the Seller is paid within [spelled number of days] (______) days of said death[s].

(h)          The Purchaser has not kept the Corporation’s real property, inventory, fixtures, and equipment insured, for the benefit of the Seller, against loss, destruction or injury by fire, theft, or other casualty, in the amount of $______ or more or the Purchaser has not continued such other insurance as the Corporation presently has or the Purchaser has not given to Seller proof of such insurance as the Seller from time to time may demand.  Cancellation of such insurance shall be deemed as default under this note.

(i)            The Corporation has not paid, as often and the same may become due, taxes and

assessments of whatever nature or contested the same and set up a segregated reserve for the full payment if such contest fails.

(j)           The Corporation has not maintained a net book value of at least $______.

(k)          The Corporation enters into any merger, reorganization or recapitalization.

(l)            The Corporation or Purchaser makes loans to any person, partnership or corporation (except to each other).

(m)         The Corporation or Purchaser guarantees, endorses or otherwise becomes a surety for any loan to another person, partnership or corporation.

(n)          The Corporation (except in the event of a natural disaster or fire) suspends the normal course of business for a period of ______ or more.

(o)          Either the Corporation or Purchaser makes a general assignment for creditors, is adjudicated bankrupt, files a voluntary petition in bankruptcy or reorganization or effects or attempts to effect, or applies for a receiver, custodian or trustee for it or for any substantial portion of its property or assets; or if an order shall be entered by any court of competent jurisdiction approving an involuntary petition seeking reorganization; or if a receiver, trustee or custodian shall be appointed for it for any substantial portion of its property or assets; or if bankruptcy, reorganization or liquidation proceedings are instituted against the Corporation or Purchaser and remain undismissed for [spelled number of days] (______) days; or if the Corporation or Purchaser becomes unable to meet their obligations as they mature; or if the Corporation or Purchaser shall commit any act of bankruptcy.

(p)          The Corporation does not maintain its properties in as good working order and condition as they are presently being maintained, ordinary wear and tear excepted.

(q)          Either the Corporation or the Purchaser interfere with or do not use its best efforts to maintain and preserve the Corporation’s, or if they do not in fact, retain it and retain substantially all of its present employees and the Corporation’s relationships with all suppliers, customers, and others having a present business relationship with the Corporation.

]**[9.5 Corporate Restrictions After Purchase

If the Corporation purchases any shares of its capital stock pursuant to the terms of this Agreement and, in connection therewith, delivers a Promissory Note for all or a portion of the purchase price, which Note shall be unsecured, until such time as the Promissory Note is paid in full, the Corporation shall not:  (1) declare or pay dividends on its capital stock; (2) reorganize its capital structure (except to reduce its capital as required by the provisions of this Agreement); (3) merge or consolidate with any other corporation; (4) sell any of its assets except in the regular course of its business; (5) increase the salary of any officer or executive employee of the

Corporation by an amount in excess of ______% above that paid during the twelve month period immediately preceding the date of the increase; or (6) liquidate or dissolve.  So long as any part of such Promissory Note shall remain unpaid, the holder of that Note shall have the right to examine the books and records of the Corporation from time-to-time and to receive copies of all accounting reports and tax returns prepared for or on behalf of the Corporation.  If the Corporation breaches any of its obligations under this Section, the holder of the Promissory Note, in addition to any other remedies available, may elect to declare the entire unpaid principal balance of the Note, together with interest accrued thereon, due and payable forthwith.

]**[9.6 Pledge of Stock

The obligation of the Company or Shareholder under this Agreement to pay all deferred installments of Purchase Price and interest thereon shall be evidenced by a promissory note of the purchaser (“Promissory Note”) payable to the order of the selling party providing for the payments of principal and interest specified in the Agreement.  The Promissory Note shall reserve the right of the maker to prepay the indebtedness evidenced thereby, in whole or in part, at any time, without penalty.  The Obligations of each Purchaser for the principal amount of any Promissory Note and interest thereon shall be secured by a pledge of the Stock being purchased pursuant to this Agreement*[, and the Stock so pledged shall be held in escrow by ______]*, upon such terms and conditions as are customary in security arrangements of a similar nature until the obligations secured thereby have been paid in full.  If the holder of such Stock shall have voting rights with respect thereto, the terms of such pledge shall permit the seller of such Stock to vote the shares subject to the lien created by such pledge only upon default by the Company in the payment of any amounts due under the Promissory Note.  Upon request by the Company, shares of Stock shall be released from the lien of such pledged pro rata to the extent of payments of the original principal amount of the Promissory Note.

]**[9.7 Failure of Selling Shareholder To Perform

(a)          Tender of Purchase Price.  In the event that the Selling Shareholder shall fail to produce or deliver the stock certificate or certificates representing the shares of stock involved, duly endorsed for transfer, then the purchase price (consisting of cash and/or a promissory note) for said shares of stock may be tendered and delivered by the purchaser to the Secretary of the Corporation for the account and benefit of the Selling Shareholder, and the Selling Shareholder shall be notified in writing of such action by the purchaser.

Said tender and delivery shall constitute valid payment for said shares of stock, and the purchase of said shares shall be deemed thereby to have been fully effected, so that all right, title and interest in and to the shares of stock so purchased shall be deemed to be vested in the purchaser, and all rights of the Selling Shareholder, or any transferee, assignee or any other person having any interest in such shares of stock, shall cease and terminate except only for the right, if any, to receive the purchase price for said stock and the right to have the stock deposited to secure the payment of the purchase price, and the Secretary or Assistant Secretary of the Corporation, as attorney-in-fact for and in the name of the Selling Shareholder, shall cause the shares of stock so purchased to be transferred on the books of the Corporation to the purchaser.  The purchase price, as

determined and paid in accordance with the terms hereof, shall be payable to the Selling Shareholder only upon delivery of a stock certificate or certificates for the shares of stock to be purchased therewith, duly endorsed for transfer, together with the payment of all costs and expenses of the Corporation incurred in connection with the transaction.

(b)          Attorney-in-Fact.  Each Shareholder does hereby irrevocably appoint and designate the Secretary or Assistant Secretary of the Corporation, and their respective successors in office, as his/her attorney-in-fact for an on his/her behalf, and on behalf of his/her estate and his/her personal representative, to effect the transfer of said shares of stock on the books of the Corporation in the manner above-provided.

In the event the Shareholder refuses to comply with the provisions of this Agreement or is not present at the Closing, any conveyance by such agent and attorney-in-fact shall be a conveyance of all of the Shareholder’s right, title and equity in and to the stock.  This power of attorney is coupled with an interest and shall not expire upon the death or incapacity of a Shareholder, nor may this power of attorney be terminated by any Shareholder as long as this Agreement remains in effect.

]**[9.8 Failure of Purchaser To Perform

In the event that a purchaser shall fail to perform any of the obligations it is required to perform on or before the closing date, and such failure continues beyond [spelled number of days] (______) days after receipt from the Selling Shareholder of written notice of such failure, then, in addition to any other right granted by law, the Selling Shareholder shall have, by sending written notice thereof to such defaulting purchaser, the power to declare invalid and of no effect the right of such defaulting purchaser to purchase the Selling Shareholder’s shares.  In the event that a purchaser’s right hereunder to purchase the Selling Shareholder’s shares shall be invalidated or rescinded pursuant to this section or for any other reason, then the Selling Shareholder shall send a notice to that effect, stating the number of shares involved, to the Shareholders and the Corporation and thereafter the other Shareholders shall have the option to purchase the shares of stock held by the Selling Shareholder under the terms and conditions hereof, by written notice of their election to do so, given to the Corporation and to the Selling Shareholder at any time within [spelled number of days] (______) days of receipt of the notice given by the Selling Shareholder pursuant to this section.

]**[9.9 Payments to Disabled Shareholders

The purchase price shall be that which is established in Section 8 of this Agreement, provided, however, that such purchase price shall not be paid in a lump sum but instead shall be paid in installments of $______ per month until the total purchase price shall have been paid plus an amount equal to ______% per year of the declining balance of such purchase price.  If a disabled shareholder ceases to be totally and permanently disabled at some time after such installment payments have commenced but before they have been completed, then such installments shall be spread out further, namely, at the rate of $______ per month until the balance of said purchase price and interest on the declining balance at the rate of ______% per year shall be wholly paid and satisfied.

]*10.      Closing Date

The date for the closing of a sale of Shares hereunder shall be the earliest of (a) [spelled number of days] (______) days after the mailing by the Corporation of the notice of its decision to purchase all of the Shares available, (b) [spelled number of days] (______) days after the Corporation’s receipt of the notice required under Section 7.1, (c) [spelled number of days] (______) days after the final determination of the purchase price, or (d) [spelled number of days] (______) days after all options or obligations created under this Agreement have been exercised or honored or have lapsed.  Notwithstanding the provisions of this or any other paragraph of this Agreement, all rights of a Shareholder with respect to Shares purchased pursuant to this Agreement shall pass to the Corporation and/or the purchasing Shareholders, as the case may be, at the time of exercise of the option or honor of the obligation.

11.          Covenants of Corporation and Shareholders

11.1        Covenants and Agreements of Corporation

The following actions shall be taken by the Corporation only after the unanimous approval of the Board of Directors of the Corporation:

(a)          An amendment of the Certificate of Incorporation or Bylaws of the Corporation;

(b)          The purchase of any interest in the stock, assets or business of any corporation, partnership or other entity other than in the ordinary course of business;

(c)           The selection or discharge of the officers of the Corporation;

(d)          The merger, consolidation, dissolution, liquidation or cessation of business activities of the Corporation;

(e)          The entering into, modification or termination of any lease, contract or agreement with a term of one year or more;

(f)           The sale, purchase, transfer, hypothecation or lease of any asset other than in the ordinary course of business;

(g)          The borrowing of money;

(h)          The making by the Corporation of any loan or advance to any person, corporation, firm or other entity;

(i)            The guaranty of any obligation or debt of any third party;

(j)           The making of any capital expenditure of $______ or more;

(k)          The making of capital expenditures which aggregate $______ or more within any fiscal year;

(l)            The declaration or payment of dividends or distributions upon the Shares;

(m)         The issuance of any additional Shares of the Corporation.

11.2        Issuance or Sale of Additional Shares

The Corporation agrees that all sales of Shares by the Corporation after the date of this Agreement, whether by way of original issue or sale of treasury Shares, shall be first offered to the Shareholders in proportion to their then present holdings of Shares.  Any additional stock issued by the Corporation shall be subject to all of the provisions of this Agreement, and shall be deemed to be included within the term “Shares” as used in this Agreement.  All sales of Shares by the Corporation after the date of this Agreement, whether by way of original issue or sale of treasury Shares, shall be made upon the condition that the purchaser shall agree in writing to be bound by this Agreement.

11.3        Officers and Directors

(a)          The Shareholders shall vote their Shares and otherwise act so as to provide that the directors of the Corporation shall be [Number of directors] in number, consisting of [names of directors], and that the officers of the Corporation shall be:

*

*

If any director or officer of the Corporation shall cease to be a Shareholder, he/she shall be deemed to have tendered his/her resignation as such director or officer.  Any directorship or office so vacated shall be filled by a person designated by a majority in interest of the Shareholders who are successors in interest to the Shares of the former Shareholder.

(b)          Each director and officer of the Corporation shall devote such time and attention to the business of the Corporation as he/she deems advisable, and shall receive for his/her services to the Corporation such compensation as the Board of Directors of the Corporation from time to time may determine.

(c)           Each officer shall be reimbursed by the Corporation for the fair and reasonable expenses incurred by his/her in furthering the business of the Corporation, provided, however, that such officer shall support such expenditures by proper vouchers submitted to the Corporation.

11.4        Transactions With the Corporation

No director or officer of the Corporation shall be disqualified by such directorship or office from dealing or contracting with the Corporation as vendor, purchaser or otherwise.  No contract, transaction or act of the Corporation shall be void or voidable or affected by reason of the fact that any such director or officer, or any person, corporation, firm or other entity in which any such director or officer has an interest or is an officer, director, shareholder or employee, whether or not such interest is adverse to the Corporation.  No director or officer having such interest shall be liable to the Corporation or to any Shareholder or creditor or to any other person or entity for any loss incurred by it under or by reason of any such contract, transaction or act; nor shall any such director or officer be accountable for any gains or profits realized.  Nothing in this Section shall be deemed or construed to protect any director or officer of the Corporation against any liability to the Corporation or the holders of its Shares to which he/she would otherwise be subject by reason of willful misfeasance, fraud, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his/her directorship or office.

*[11.5   Non-Competition Covenants

(a)          Every Shareholder agrees that so long as he/she is an employee, officer, director, or Shareholder of the Corporation or any affiliate of the Corporation he/she will not, except as otherwise authorized in this Agreement, compete with the Corporation or any affiliate, or solicit the Corporation’s customers or the customers of an affiliate for a period of ______ from the closing date specified in Section 10, nor will he/she disclose or divulge any confidential information he/she had access to while associated with the Corporation or any of its affiliates.

For the purposes of this section:

(1)          The term “compete” means engaging in the same or any similar business as the Corporation or any of its affiliates in any manner whatsoever (other than as a passive investor), including, without limitation, as a proprietor, partner, investor, shareholder, director, officer, employee, consultant, independent contractor, or otherwise, within a geographic area of ______ miles of any office or branch of the Corporation or any of its affiliates;

(2)          The term “affiliate” means any legal entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with the Corporation;

(3)          The term “customers” means all persons to whom the Corporation or any of its affiliates has sold any product or service, whether or not for compensation, within a period of ______ prior to the closing date; and

(4)          The term “confidential information” means flow charts, file layouts, source code listings, computer programs, manufacturing processes, secret formulas, customer information, financial information, and all other know-how and trade secrets developed by and belonging to the Corporation or any of its

affiliates which gives the Corporation a competitive advantage over other businesses in the same fields of endeavor.

(b)          Upon breach of any of these covenants, the Corporation or any Shareholder shall have the right to seek monetary damages for any past breach and equitable relief, including specific performance by means of an injunction, to prevent any further breach.

(c)           To the extent that the issues covered in this Section are also covered in any employment agreement between the selling Shareholder and the Corporation or any of its affiliates, the provisions of the employment agreement rather than this Section shall control.

]**[11.6               Return of Documents

Upon the occurrence of a Triggering Event, the disposing Shareholder, or his/her Legal Representative, shall return to the Company, immediately upon receipt of written demand, all documents, work papers, correspondence, magnetic media, physical objects or other materials or objects, including all copies or duplicates thereof, containing information proprietary to the Company that are in Shareholder’s possession or under his/her control at the time of the Triggering Event.

]*12.      Miscellaneous

12.1        Binding Effect

This Agreement shall be binding upon the parties hereto and their heirs, executors, administrators, personal representatives, successors, assigns, and any other transferee and the spouse of any individual Shareholder; provided, however, that nothing in the Agreement shall be construed as an authorization to any Shareholder to assign his/her rights or obligations.  Each transferee and the spouse of each transferee shall sign the form in Exhibit ______ evidencing consent to be bound by the terms of this Agreement as a prerequisite to registration of any Shares in the name of the transferee.  Failure to sign shall not, however, in any way prevent this Agreement from being binding on the transferee and the transferee’s spouse.

12.2        Provision in Will

Each Shareholder agrees to maintain in effect at all times a Will directing his/her executor or other administrator of his/her personal property to carry out this Agreement and to execute all documents and to take all other appropriate action to effectuate the purposes of this Agreement; but the failure to maintain such Will shall not affect the rights or obligations of any Shareholder or the estate of any Shareholder under this Agreement.  Each Shareholder, by signing this Agreement, directs their executors, administrators or personal representatives to open their estates promptly in the courts of proper jurisdiction and to execute, obtain and deliver all legal instruments and documents, including, but not limited to, appropriate orders of the ______ (or court of comparable jurisdiction) and estate and inheritance tax waivers, as shall be required to effectuate the purpose of this Agreement.

12.3        Remedies

The parties hereto understand and agree that irreparable injury would be caused to the Shareholders and the Corporation by failure to comply with the terms of this Agreement; that in the event of any actual or threatened default in or breach of any of the provisions in this Agreement the party or parties who are aggrieved thereby shall have the right to specific performance and/or an injunction, as well as monetary damages and any other appropriate relief in law or in equity which may be granted by any court in the United States of America; and that all such rights and remedies shall be cumulative and exclusive.

12.4        Arbitration

Whenever a provision in this Agreement specifies that an issue, dispute, controversy, or claim is to be resolved by arbitration, the arbitration shall be held, except as may otherwise be provided herein, in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the arbitration award may be entered as a final judgment in any court having jurisdiction thereon.  Any dispute as to whether an issue is to be resolved by arbitration shall be submitted as part of the arbitration proceeding.  As part of the arbitration award, legal costs, attorneys’ fees, and the fees of expert witnesses may be assessed against any person found to have acted in bad faith.*[  The arbitration proceedings shall be conducted as follows:  ______]**[ To be selected as an arbitrator, a person must have the following qualifications:  ______]*

12.5        Waiver

A party’s failure to insist on compliance or enforcement of any provision of this Agreement shall not affect the validity or enforceability, or constitute a waiver of future enforcement, of that provision or of any other provision of this Agreement by that party or any other party.

12.6        Governing Law

This Agreement shall in all respects be subject to, and governed by, the laws of the State of ______.

12.7        Severability

The invalidity or unenforceability of any provision in the Agreement shall not in any way affect the validity or enforceability of any other provision and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had never been in the Agreement.

12.8        Entire Agreement

This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties, and representations among the parties hereto with respect to the Shares owned by the Shareholders and any other matters set forth herein, and there are no promises, agreements,

conditions, understandings, warranties, or representations, oral or written, express or implied, among them with respect to such Shares or such other matters except as set forth herein.  Any and all prior agreements among the parties hereto with respect to the Shares owned by the Shareholders are hereby revoked.  This Agreement is, and is intended by the parties to be, an integration of any and all prior agreements or understandings, oral or written, with respect to the Shares.

12.9        Amendment

This Agreement may be modified, amended or waived only by a written agreement executed by the party against which enforcement of such modification, amendment or waiver is sought. Copies of any modification, amendment or waiver of this Agreement shall be delivered to each of the parties hereto.

12.10     Termination

This Agreement and all restrictions on stock transfers here created shall terminate, and the certificates representing the Shares and any insurance policies subject to this Agreement shall be released from the terms of this Agreement, upon the occurrence of one or more of the following events, or as otherwise provided by law:

(a)          Liquidation, dissolution, bankruptcy, or receivership of the Corporation;

(b)          The Corporation ceases to conduct any business operations;

(c)           By mutual consent of the Shareholders and the Corporation;

(d)          Upon the issuance of any of the Corporation’s capital stock sold by means of a public offering that is required to be registered under the federal securities laws;

(e)          Upon the transfer of all the shares of the Corporation in connection with a merger, consolidation, or share exchange except a merger, consolidation, or share exchange which effects a mere change in the form or domicile of the Corporation without changing the respective shareholdings of the Shareholders;

(f)           At the end of [spelled number of years] (______) years from the date hereof;

(g)          Death of all of the Shareholders simultaneously or within a period of [spelled number of days] (______) days, in which case the termination shall be effective as of the day preceding the day of the death of the first Shareholder to die, and the Shares and any insurance policies owned by the Corporation or any deceased Shareholder’s estate shall be owned free of the terms of this Agreement;

(h)          Bankruptcy or insolvency of any of the parties hereto or the appointment of the receiver of the assets of any of the parties hereto if said appointment is not vacated within [spelled number of days] (______) days after the same becomes effective;

(i)            Disqualification of or loss of license required by any federal, state, or local governmental unit that prevents the Corporation from the ongoing operation of its business;

(j)           Upon the election of a Shareholder if (1) the other Shareholders violate any provision of this Agreement; (2) the other Shareholders fail to pay a premium on any policy subject to the terms of this Agreement within the grace period, provided such premium is not paid by the insured Shareholder in accordance with the provisions of this Agreement; or (3) the other Shareholders assign, surrender, borrow against or change the beneficiary of any policy subject to the terms of this Agreement; or

(k)          A single Shareholder’s becoming the owner of all of the shares of the Corporation, which are then subject to this Agreement.

Upon termination the share certificates held by each Shareholder shall be surrendered to the Corporation, which shall issue new certificates for the same number of Shares but without the endorsement required by Section 1.[numbering].  The termination of this Agreement for any reason shall not affect any right or remedy here existing prior to the effective date of termination.

12.11     Counterparts

This Agreement may be executed and delivered in any number of counterparts, all of which when executed and delivered shall have the force and effect of an original, except that some schedules may exist only on the original copy retained in the Corporation’s records.

12.12     Notices

Any and all notices, requests, or other communications hereunder provided for herein shall be given in writing and sent by hand delivery or by registered or certified mail, return receipt requested, with first-class postage prepaid; and such notices shall be addressed:  (1) if to the Corporation, to the principle office of the Corporation; and (2) if to any Shareholder, to the address of the Shareholder as reflected in the stock records of the Corporation, unless notice of a change of address is furnished o all parties in the manner provided in this section.  Any notice that is required to be made within a stated period of time shall be considered timely if delivered or mailed before midnight of the last date of such period.

12.13     “Days” Defined

Any reference in this Agreement to “days” means all calendar days, exclusive of Saturdays, Sundays, and days which are legal holidays under the laws of the United States or the state whose laws govern this Agreement pursuant to Section 12.6.

12.14     References to Gender and Number Terms

In construing this Agreement, feminine or neuter pronouns shall be substituted for those

masculine in form and vice versa, and plural terms shall be substituted for singular and singular for plural, in any place in which the context so requires.

12.15     Headings

The Article and Section headings in this Agreement are inserted for convenience only and are not part of the Agreement.

12.16     References to the Internal Revenue Code and Other Statutes

(a)          All references in this Agreement to the Internal Revenue Code mean the 1986 Internal Revenue Code, as amended from time to time, and all revisions, recodifications, or replacements of that code.

(b)          Any reference to any other statute includes any amendment, replacement, or recodification of such statute.

12.17     Priority Over Bylaws

This Agreement shall take priority over the Bylaws of the Corporation and shall be deemed to modify or amend any conflicting Bylaws.

12.18     Agreement Drafted by Corporation’s Attorney

Each of the Shareholders acknowledges that the Corporation’s counsel prepared this Agreement on behalf of and in the course of such counsel’s representation of the Corporation, as directed by its Board of Directors, and that:

(a)          He or she has been advised that a conflict may exist between his or her interests and those of the Corporation; and

(b)          He or she has been advised by the Corporation’s counsel to seek the advice of independent counsel; and

(c)           He or she has had the opportunity to seek the advice of independent counsel; and

(d)          He or she has received no representations from the Corporation’s counsel about the tax consequences of this Agreement; and

(e)          He or she has been advised by the Corporation’s counsel that this Agreement may have tax consequences; and

(f)           He or she has been advised by the Corporation’s counsel to seek the advice of independent tax counsel; and

(g)          He or she has had opportunity to seek the advice of independent tax counsel.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date specified in the first paragraph on page 1.

______

A[n] ______ Corporation,

ATTEST:

By:                                                                                                         

______, President of ______

*[STATE OF ______                                                                      )

COUNTY OF ______                                                                     )

This instrument was acknowledged before me on this                                            day of                                        , by ______.

Notary Public

My Commission Expires:                                                              

]*

By:                                                                                                         

______, Secretary of ______

*[STATE OF ______                                                                      )

COUNTY OF ______                                                                     )

This instrument was acknowledged before me on this                                            day of                                        , by ______.

Notary Public

My Commission Expires:                                                              

]*

SHAREHOLDERS:

*[Signature of Shareholders]

[Notary for Shareholders]

*