Buy-Sell Agreement


AGREEMENT, made this _(1)_ day of _____(2)_____, 20_(3)_, by
and between _______(4)________, ____(5)_______,
_____(6)______, hereinafter separately referred to as
"Stockholder", and jointly as "Stockholders", and
________(7)_________, a _____(8)______ corporation,
hereinafter referred to as the "Corporation",

W I T N E S S E T H :

WHEREAS, the Stockholders together own 100% of the outstanding
shares of capital stock of the Corporation, and

WHEREAS, as used herein, the term "shares" shall mean all
shares of common stock, at $__(9)___ par value, of the
Corporation now owned or hereafter acquired by the parties,

WHEREAS, the Stockholders are actively engaged in the conduct
of the business of the Corporation, and it is contemplated
that success or failure of the corporate enterprise will at
all times depend in large measure on the personal abilities of
the Stockholders, and

WHEREAS, there is not now, nor is there likely in the future
to be a substantial market for the shares of the Corporation,

WHEREAS, for the foregoing reasons, the parties desire to
provide for the purchase by another Stockholder or by the
Corporation of the stock of any party desiring to sell the
same; and for the purchase by the Corporation of the stock of
a deceased party.

IT IS THEREFORE AGREED, in consideration of the mutual
promises and covenants hereinafter set forth, as follows:

1. Restriction During Life. No stockholder shall transfer or
encumber any of his shares of capital stock of the Corporation
during his lifetime to any person, firm or corporation,
without the consent of the Corporation and the other
Stockholder, unless the Stockholder desiring to make the
transfer or encumber (hereinafter referred to also as the
"Transferor") shall have first made the offer hereinafter
described and such offer shall not have been accepted.

A.   Offer by the Transferor: The offer shall be given pro
rata initially to the other Stockholder(s) and shall consist
of an offer to sell or encumber all of the shares of the
capital stock of the Corporation owned by the Transferor, to
which shall be attached a statement of intention to transfer,
the name and address of such prospective transferee, the
number of shares of capital stock involved, and the terms of
such transfer or encumbrance.

B.   Acceptance of Offer: Within thirty (30) days after the
receipt of such offer the other Stockholder(s) may, at their
option, elect to accept the offer. If such offer is not
accepted by the other Stockholder(s), the Corporation may
within thirty (30) days after the rejection of such offer, at
its option, elect to accept the offer. The Corporation shall
exercise its election to purchase by giving notice thereof to
the Transferor and to the other Stockholder(s). The other
Stockholder(s) shall exercise the election to purchase by
giving notice thereof to the Transferor and to the
Corporation. In either event, the notice shall specify a date
for the closing of the transaction, which shall not be more
than thirty (30) days after the date of the giving of such

C.   Purchase Price: The purchase price for, or the
consideration for the encumbrance of the shares of the capital
stock of the Corporation owned by the Transferor shall be set
forth in paragraph 3 hereof.

D.   Closing of Transaction: The closing of the transaction
shall take place at the principal office of the Corporation.
The consideration shall be paid as provided for in paragraph 3
hereof. Certificates for all shares sold or encumbered
hereunder, property endorsed to the Corporation or to the
purchasing Stockholder, as the case may be, shall be delivered
by the transferor not later than the date of closing.

E.   Release from Restriction: If the offer is neither
accepted by the Corporation nor by the other Stockholder(s),
the Transferor may make a bona fide transfer to the
prospective transferee named in the statement attached to the
offer, such transfer to be made only in strict accordance with
the terms therein stated. However, if the Transferor shall
fail to make such transfer within __(10)__ (___) days
following the expiration of the election period by the other
Stockholder(s), such shares of capital stock shall again
become subject to all of the restrictions of this Agreement,
provided, however, that nothing contained herein shall be
construed as releasing any shares of this Corporation from any
restriction or requirement of law concerning transfer of such

F.   Termination of Employment: Any shareholder whose
employment in any capacity with the company or its
subsidiaries terminates for any reason whatsoever, voluntarily
or involuntarily, shall be considered as of the date of such
termination of employment to have made an offer of all of his
shares of stock subject to the terms of this Agreement, at the
purchase price stated in paragraph 3 hereof.

G.   Subchapter "S" Election: If at the time of a transfer of
stock permitted hereunder, the Corporation then is an "S"
corporation, the transferee and new stockholder shall be
required to consent in writing not to revoke such "S" election
without the unanimous approval of all other stockholders. Such
written consent shall be executed and delivered prior to the
delivery of the shares to the transferee at the closing of
such sale and transfer.

2. Purchase Upon Death. Upon the death of a Stockholder
(hereinafter referred to as Decedent), all of the shares of
the capital stock of the Corporation owned by him, and to
which he or his estate shall be entitled, shall be sold and
purchased as hereinafter provided:

A.   Obligation of the Corporation to Purchase: It shall be
for the Corporation to purchase from the Decedent's Personal
Representative, and the Decedent's Personal Representative
shall be obligated to sell to the Corporation, all of the
shares of the capital stock of the Corporation owned by the
Decedent and to which the Decedent or his Personal
Representative shall be entitled, at the price set forth in
paragraph 3 hereof.

B.   Closing: The closing of such purchase and sale shall take
place at the offices of the Corporation, at a date selected by
the Corporation upon _(11)_ days notice to the Transferor
which date shall be not more than _(12)_ days following the
date of the qualification of the Personal Representative and
not less than _(13)_ days following such date.

C.   Insurance: To insure or partially insure its obligation
under this Agreement to purchase from the estate of a deceased
Stockholder the shares owned by him prior to his death, the
Corporation shall have the option to purchase policies of
insurance covering the lives of each Stockholder in any amount
deemed desirable. In the event any Stockholder ceases to be a
Stockholder of the Corporation, the Corporation shall
terminate any such insurance on such Stockholder's life and in
the event any Stockholder increases his holdings of the shares
of the Corporation, the Corporation shall procure and
maintain, if so desired by it, additional insurance on the
life of such Stockholder proportionate to the increase in the
holdings of such Stockholder.

If the corporation shall receive any proceeds of any policy on
the life of the Decedent, such proceeds shall be used by the
Corporation to pay the Decedent's Personal Representative to
the extent of the purchase price of the Decedent's stock, such
payment to be deemed made on account of such purchase price.

D.   Balance of Purchase Price: If the amount of any insurance
proceeds is insufficient to pay the purchase price of any
Decedent's shares, then the balance of the purchase price
remaining after credit for any insurance proceeds shall be
payable as follows: _(14)_% of the balance due to be paid
shall be paid in cash, and the balance shall be represented by
a promissory note executed by the purchaser payable in (15)
(___) installments, which note shall be secured by the stock
of the deceased Stockholder.

E.   "S" Election: If the corporation is an "S" corporation at
the time of the transfer and sale of its stock, the transferee
and new stockholder shall be required to consent in writing
not to revoke such "S" election without the unanimous approval
of all other stockholders. Such written consent shall be
submitted prior to the delivery of the shares to the

3. Consideration.

A.   Unless the parties agree to another price in writing, the
price for each share of capital stock to be sold under this
Agreement shall be equal to its fair market value as an
on-going business concern as determined in the sole discretion
of the company's Certified Public Accountant, (CPA) and such
determination by the CPA shall be binding and conclusive upon
parties hereto.

B.   Unless the parties agree otherwise, the purchase price
shall be paid as follows:

i.   __(16)__ percent (___) of the amount determined to be due
as the price to be paid at the closing in addition to any
insurance proceeds and the balance to be payable by the
execution of a promissory note in such amount to be repaid in
_(17)_ (___) installments, such note to be secured by the
stock being sold.

ii.  The promissory note shall bear interest until paid in
full at the prime rate as determined from time to time by
Chase Manhattan Bank or any other bank as determined by and
agreed upon by the Stockholders.

iii. In the event that suit shall be required to collect on
the promissory notes above referred to, then in such event,
the defaulting Stockholder or the Corporation shall pay for
attorney fees, and courts costs, incurred in such action.

4. Limitation on Stockholder's Right to Pledge Stock. The
restrictions of paragraph 1 above shall not apply to
encumbrances as collateral for a note or notes in favor of the
company or any one or more of the other Stockholders or in
favor of a recognized lending institution, but only if the
proceeds of such loan are used in their entirety to purchase
shares of the Corporation and the borrowing Stockholder
delivers to the Corporation and the other Stockholder(s) the
written commitment of the lender, in form acceptable to the
Corporation that such lender will not dispose of such shares
without first affording the Corporation and the other
Stockholder(s) the right for a period of _(18)_ days to
purchase shares at a price satisfactory to the Corporation and
the other Stockholder(s).

5.Corporate Restrictions After Purchase. So long as any part
of the purchase price of shares of capital stock sold in
accordance with this Agreement remains unpaid, the Corporation
shall not:

A.   declare or pay dividends on its capital stock;

B.   reorganize its capital structure;

C.   merge or consolidate with any other corporation, or sell
any of its assets except in the regular course of business;

D.   increase the salary of any officer or executive employee
of the Corporation;

E.   allow any of its obligations to become in default; or

F.   allow any judgments against the Corporation or any liens
against the Corporation's property to remain unsatisfied.

So long as any part of such purchase price remains unpaid, the
Transferor, or the Personal Representative of the Decedent
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 the
Corporation. If the Corporation breaches any of its
obligations under this paragraph, the Transferor or the
Personal Representative, in addition to any other remedies
available, may elect to declare the entire unpaid purchase
price due and payable forthwith.

6. Purchase By Stockholder. Whenever a Stockholder purchases
shares of capital stock under this Agreement, such purchaser
(unless he shall have paid the entire purchase price in cash)
shall, following the delivery of the purchased stock, endorse
the new certificates of stock issued to such purchaser,
execute a UCC-1 Financing Statement (for recording), and
deliver the same to the Seller as collateral security for the
payment of the unpaid purchase price; and such capital stock
shall be so held until the entire purchase price shall be
paid. While such capital shall be so held as collateral
security and so long as the Purchaser is not in default, the
Purchaser shall be entitled to all voting rights with respect
thereto. Dividends paid shall be applied to the indebtedness.

7. Purchase By Corporation. Whenever the Corporation shall,
pursuant to this Agreement, be required to purchase shares of
the capital stock of the Corporation, the Stockholders and the
Personal Representative of any Decedent shall do all things
and execute and deliver all papers as may be necessary to
consummate such purchase.  Any note required to be given
hereunder by the Corporation as part of the purchase price
shall be endorsed and guaranteed by the remaining or surviving
Stockholders, who shall not be discharged from such liability
by reason of the subsequent extension, modification or renewal
of any such note. Until all amounts due are paid, the stock
certificates and a UCC-1 Financing Statement (to be recorded)
shall be delivered to Seller.

8. Endorsement On Stock Certificates. Each certificate
representing shares of capital stock of the Corporation now or
hereafter held by the Stockholders shall contain with a legend
in substantially the following form:  "The transfer or
encumbrance of the shares of stock represented by the within
certificate is restricted under the terms of an Agreement
dated ____(19)______ a copy of which is on file at the
Corporation office."

9. Value of Purchase Price for Tax Purposes. It is understood
that the purchase price, determined as set forth hereinabove,
shall be the value of the purchased shares for all tax
purposes. In the event such value is later increased by any
federal or state taxing authority, any tax liability resulting
from such increase shall be borne by the selling Stockholder
or his Personal Representative, as the case may be.

10. Amendments. This Agreement may be amended or altered by
execution of a written agreement authorized by corporate
resolution and signed by all the parties hereto.

11. Notices. Any and all notices, designations, consents,
offers, acceptances, or any other communication provided for
herein, shall be given in writing by registered or certified
mail addressed, in the case of the Stockholders, to his
address appearing on the stockbooks of the Corporation, or to
his residence, or to such other address as may be designated
by him, and in the case of the Corporation, to the principal
office of the Corporation, postage prepaid, by United States
Mail, and shall be considered to have been delivered on the
2nd day following the date
stamped by the post office.

12. Invalid Provision. The invalidity or unenforceability of
any particular provision of this Agreement shall not affect
the other provisions hereof and the Agreement shall be
construed in all respects as if such invalid or unenforceable
provision had been omitted.

13. Modification. It is understood between the parties that
this Agreement contains the entire understanding of the
parties and no change or modification of this Agreement shall
be valid unless the same be in writing and signed by all the
parties hereto.

14.Binding Effect. This Agreement shall bind and, unless
inconsistent with its provisions, shall inure to the benefit
of the Executor, Administrator or Personal Representative, and
the heirs and assigns of each of the Stockholders.

15. Prior Agreement. This Agreement supersedes any prior
Agreement of the parties.

16. Deadlock. If at any time the Stockholders cannot agree on
the Certified Public Accountant of the company and therefore
are unable to establish an acceptable price for purchase, the
matter shall be submitted to arbitration in the following

A.   Each Stockholder shall, within __(20)___ (___) days after
notice of such deadlock, appoint a Certified Public
Accountant, and the two accountants shall then appoint a third
Certified Public Accountant within __(21)__ (___) days after
the two accountants are selected, and the average of purchase
price determined by them shall be final, conclusive and
binding upon the Stockholders, their executors, administrators
and personal representatives, and a judgment on such
determination may be obtained in any court of proper
jurisdiction. The cost of such accounting shall be borne
equally by the parties unable to reach agreement hereunder.

In the event any one of the Stockholders shall fail within the
given time to select a Certified Public Accountant to
represent him to resolve the dispute, then and in such event,
the remaining Stockholder shall have the right to institute
suit for specific performance under this Agreement, and the
defaulting Stockholder shall pay for all attorney fees and
court costs of such action.

17. Indebtedness of a Stockholder. In the event that there is
a purchase and sale of shares of stock or interest therein,
pursuant to the provisions hereinabove, and there is any
indebtedness owed by the selling Stockholder or his estate to
any party to this Agreement, then, notwithstanding the said
provisions relating to the payment of the purchase price, and
any amount to be paid for the stock being purchased shall be
applied first to reduce and satisfy any indebtedness owed by
the Selling Stockholder or his estate to any party under this

18. Default. In the event of a default in the payment of any
installment of the purchase price, the covenants and
conditions of this Agreement, or any Security Agreement given
to Sellers, Sellers may declare the entire unpaid portion of
the purchase price to be immediately due and payable, and may
proceed to enforce payment of same and to exercise any and all
rights and remedies provided by the Uniform Commercial Code as
well as any other rights and remedies either at law or in
equity available to them, and Seller may assign, sell or
transfer all or any part of the collateral in such manner, at
such price, and on such terms and conditions as Sellers, in
their sole and absolute discretion, may determine.  Sellers or
the Corporation shall have the right to purchase any or all of
the collateral, apply any unpaid indebtedness on account
thereof, and have a claim against Purchaser for the balance of
such indebtedness in addition to any and all remedies
available to them at law or in equity.

19. Voting. It is understood and agreed that until the
purchase price shall have been paid in full, the Purchaser
shall have no voting rights whatsoever.

20. Termination of Agreement. This Agreement shall terminate
upon the occurrence of one of the following events:

A.   The written agreement of the parties hereto or their
successors in interest to that effect;

B.   The bankruptcy, receivership, or dissolution of the

C.   The disposal of all the shares of stock of any
Stockholder during his lifetime or by his Personal
Representative or estate upon his death, shall terminate this
Agreement as to such retiring or deceased Stockholder; or

D.   All of the issued and outstanding stock of the
Corporation becoming owned by one of the Stockholders of the

21. Laws Governed By. This Agreement is executed in and shall
be construed by and governed under the laws of the State of

22. Withdrawal from Corporation. Any Shareholder may withdraw
from participation in the Corporation at any time in
accordance with the following provisions:

A.   Notice to Corporation. Such Stockholder ("Withdrawing
Stockholder") shall give notice to the Corporation at least
_____(23)_______ (____) days prior to the date (he)(she) wants
to withdraw ("Withdrawal Date") which notice shall set forth
the Withdrawal Date.

B.   Offer to Corporation. Within _____(24)_____ (___) days
after receipt of such notice, the Corporation may, at its
option, elect to purchase all, but not less than all, of the
Withdrawing Stockholder's shares. The Corporation shall
exercise its option to purchase by giving written notice
thereof to the Withdrawing Stockholder within said
______(25)_______ (___) day period.  Such written notice shall
specify a date for the closing of the purchase, which shall
not be more than ___(26)____ (___) days after the date of the
giving of such notice. The purchase price for the shares to be
paid by the Corporation and terms of payment therefor shall be
as set forth in Paragraph 3 hereof.

C.   Acceptance by Stockholders. If the Corporation fails to
exercise said option within said _____(27)_______ (____) day
period, then for a ______(28)_______ (____) day period
thereafter the other Stockholder(s) of the Corporation shall
have the option to purchase such shares, such option to be
exercised in the same manner as that of the Corporation, and
the purchase price and terms of payment to be the same for the
Stockholder(s) as for the Corporation as set forth in
Paragraph 3 hereof. The option may be exercised by the
Stockholders pro rata (based on that proportion which the
number of shares owned by each other Stockholder bears to the
total number of shares then outstanding, not counting the
shares proposed to be sold), and if one (or more) of the
Stockholders does not desire to exercise his option, then his
option shall be exercisable on a pro rata basis by the other
Stockholders (not counting for any purpose, the shares
proposed to be sold or the shares owned by any Stockholder who
does not desire to exercise his option); or the option may be
exercised by the other Stockholders on such basis as they may
agree upon.

D.   Dissolution and Liquidation. In the event that neither
the Corporation nor the other Stockholder(s) purchase the
shares of the Withdrawing Stockholder, the other
Stockholder(s) agree to execute a consent voluntarily
dissolving the Corporation.  In addition, the Stockholder(s)
agree to liquidate the assets of the Corporation as soon as
practicable thereafter.

IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seals the day and year first above written.
Signed, Sealed and Delivered in the Presence of:


__________(29)______________      __________(35)_____________


__________(31)______________      __________(36)_____________



__________(33)______________    By:___________(37)___________

President of the Corporation


ATTEST: _________(38)________
Secretary of the Corporation



The information in this document is designed to provide an outline that you can follow when formulating business or personal plans. Due to the variances of many local, city, county and state laws, we recommend that you seek professional legal counseling before entering into any contract or agreement.

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