Shareholders Agreement

THIS AGREEMENT made this _(1)_ day of _____(2)______, 20_(3),
by and between _______(4)________, hereinafter "Shareholders"
of ________(5)___________, hereinafter "Corporation".

W I T N E S S E T H:

WHEREAS, the parties believe it is in their best interest to
unanimously agree to terms below related to the operation,
management and control of the Corporation in order to achieve
harmonious balance and direction.

NOW THEREFORE, the parties agree to the following:

1.   The Shareholders agree to maintain "S" status of the
Corporation for federal tax purposes throughout a period of
five (5) years from the date hereof unless seventy-five
percent (75%) of outstanding stock of the Corporation is voted
in such a manner as to consent to the revocation of such

2.   The parties hereto agree to execute a Buy-Sell Agreement
between and mutually acceptable by the parties.

3.   For a period of five (5) years from the date of this
Agreement, the Shareholders as Directors shall, unless one is
either no longer a Shareholder, or unable or unwilling to
perform, vote for the following officers:

____________(6)____________  President

____________(7)____________  Vice President/Treasurer

____________(8)____________  Secretary

4.   Restrictive Endorsements shall be set forth on all the
stock certificates for the Corporation which shall set forth
that such stock is subject to the Buy-Sell Agreement terms as
well as to the voting restrictions contained herein.

5.   The Corporation shall do its banking business at
________(9)________ or at such bank or banks as determined in
the sole discretion of the Directors. The signature of any one
officer of the Corporation shall be sufficient for checks or
drafts up to the amount of One Thousand Dollars ($1,000.00).
The joint signature of either ______(10)______ or
_______(11)_____ as one party, and _______(12)________ as the
other party will be necessary for any check over the amount of
One Thousand Dollars ($1,000.00).

6.   The Shareholders consent that upon the occurrence of a
situation whereby the operating capital of the Corporation is
not sufficient to meet operating expenses and upon a majority
vote by the Shareholders each Shareholder shall make the
required contribution as to such total request within thirty
(30) days of request of a Shareholder in the proportion of
their stock ownership interest in the Corporation. Failure to
make such contribution within said thirty (30) days will
result in the then remaining Shareholders having the right to
purchase the prorata share of the stock held by the
Shareholder who has failed to make his capital contribution by
purchasing the capital contribution together with interest at
prime (as determined by Chase Manhattan Bank) plus one percent

7.   The parties hereto agree that the Corporation shall lease
certain real property for its corporate purposes.

8.   The Corporation shall utilize the accrual method of
accounting with a year ending in December of any given year.

9.   Corporate books shall be kept in the offices of the
Corporation unless the Shareholders agree otherwise. The books
are to be maintained under generally accepted accounting
standards with sufficient controls and audit trail necessary
for easy outside review. A monthly financial operating
statement shall be sent to each Shareholder not later than
seven (7) working days after the last day of the previous
month. Such financial report shall include current month and
year to date results of operation and balance sheet
information. Furthermore, at the request of any Shareholder,
the parties agree to an annual financial review for a previous
year of business. Any such annual review shall be performed by
someone other than the CPA who is utilized for day to day
operations by the Corporation.

10.  For transactions involving up to and including the amount
of One Thousand Dollars ($1,000.00), any officer of the
Corporation is authorized to enter into in the future any and
all contracts and leases for the improvements, purchase,
maintenance, sale, lease or other disposition of corporate
property in the form customary for such agreements.
Furthermore, to the extent of the above stated limit an
officer may borrow money on behalf of the Corporation at
commercially reasonable terms. Any transaction of whatever
kind, over and above the amount of One Thousand Dollars
($1,000.00) shall be agreed to in writing prior to the binding
the Corporation to the same by Shareholders holding a minimum
of seventy-five percent (75%) of the outstanding shares of the
Corporation. Furthermore, each Director must sign each
agreement, lease, contract or other document in which any
corporate obligation is created to signify their consent to
approving the same.

11.  The Shareholders hereof shall be respectively entitled to
reimbursement from the Corporation for all personal
out-of-pocket direct costs, including on-site costs incurred
by them in furthermore of the Corporation's business. Such
Shareholders shall furnish written receipts relative to the
same upon request. It is expressly understood that no cost
over and above One Thousand Dollars ($1,000.00) shall be
incurred without the written consent of the Shareholders
holding a minimum of seventy-five (75%) of the outstanding
shares of the Corporation.

12.  The parties hereto agree to execute any and all necessary
documents required to carry out the terms of this Agreement.

13.  This Agreement shall be binding upon, and inure to the
benefit of the parties thereto, their legal representatives,
successors and assigns. However, no assignment shall be made
of the rights hereunder without the prior written consent of
the other parties.

14.  This Agreement shall be governed by and construed in
accordance with the laws of the State of _____(13)_____.

15.  This Agreement embodies and constitutes the entire
understanding between the parties with respect to the
transactions contemplated herein. All prior or contemporaneous
agreements, understandings, representations, oral or written,
are merged into this Agreement. Neither this Agreement nor any
provision hereof may be waived, modified, amended, discharged
or terminated except by an instrument in writing signed by the
party against which the enforcement of such waiver,
modification, amendment, discharge or termination is sought
and then only to the extent set forth in such instrument.

16.  In the event a party to this Agreement must employ an
attorney to enforce the provisions hereof or to secure
performance by a defaulting party under the terms herein
stated, the prevailing party in litigation arising therefrom
shall be entitled to an award of its reasonable attorney's
fees both on trial and the appellate level incurred in
enforcing this Agreement and/or securing performance of the
terms herein stated.

17.  This Agreement shall have an initial term of five (5)
years and shall be renewed for additional five (5) year terms
automatically and perpetually thereafter unless a Shareholder
decides to terminate the same within sixty (60) days of the
end of a term, whereupon such Shareholder shall be deemed to
have offered his stock under the Buy-Sell Agreement described
above as amended. This Agreement shall terminate upon the
earlier of the following:

a. Dissolution of the Corporation;

b. Mutual agreement of the parties hereto;

c. Bankruptcy of the Corporation or of any Shareholder.

18.  All notices that the parties hereto may desire or be
required to give hereunder shall be deemed to have been
properly given and shall be effective when and if sent by U.S.
regular mail, postage prepaid, U.S. certified mail and/or by
personal delivery or by courier, addressed to the following:

NAME                           ADDRESS

_________(14)______________    ____________(15)_____________
_________(16)______________    ____________(17)_____________

_________(18)______________    ____________(19)_____________

This Agreement has been entered into on the date set forth




Acceptance, ratification and acknowledgment of the above




ATTEST: ________(26)_________


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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