Shareholders’ Agreement with Buy-Sell Agreement Allowing

Corporation the First Right of Refusal to Purchase the

Shares
of Deceased Shareholder should the Beneficiaries of the Deceased
Shareholder Desire to Sell such Shares

Agreement made this (date), between

(Name of Corporation), a corporation organized and
existing under the laws of (name of state), with its principal office
located at
(street address, city, state, zip code), referred to herein as
Corporation; (Name of First Shareholder), of

(street address, city, state, zip code), referred to herein as First Shareholder; and
(Name of Second Shareholder), of
(street
address, city, state, zip code), referred to herein as Second Shareholder.

Whereas, Corporation is authorized to issue (number) shares of

common stock, with a $ par value per share. (Number) of
shares of common stock are issued, outstanding, and are owned by Shareholder
as follows:

(Name of First Shareholder) (Number of Shares)

(Name of Second Shareholder) (Number of Shares)

Whereas, the parties deem it in their best interest, and in the best
interest of the Corporation, to provide some restrictions on the transfer, purchase,
and ownership of the stock of the Corporation;

Now, therefore, for and in consideration of the mutual covenants contained in

this agreement, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:

1. Definitions: The following definitions apply to this Agreement:

A. Closing means the date of purchase and sale of stock pursuant

to this Agreement.

B. Sale Date means the date triggering a purchase and sale under
this Agreement.

2. Issuance and Transfer of Stock

-1
 All stock owned currently or acquired after execution of this Agreement shall
be issued, held, and transferred pursuant to the terms of this Agreement.
Shareholders agree not to dispose of or transfer any stock owned now or in the
future except as provided in this Agreement. Any disposal or transfer of stock
in violation of this Agreement is ineffective.

3. Stock Certificate Legend

Stock certificates for stock issued by Corporation to a shareholder must
contain the following legend:

The shares of stock represented by this certificate are held pursuant to the
provisions of a Shareholders’ Agreement executed on
(date). All transfers of (Name of
Corporation) stock are subject to the terms of such Shareholders’ Agreement. A
copy of the Shareholders’ Agreement is on file in the office of the
Secretary of the Corporation.

4. Transfer of Stock during Life of Shareholder

A. A Shareholder shall give written notice to Corporation and to
remaining Shareholder within days of receiving a third party's bona fide
written offer, which the Shareholder plans to accept, to purchase any
portion of the Shareholder's stock.

B. Remaining Shareholder have the right to purchase the stock for which
the offer was made in proportion to the number of shares then owned by
remaining Shareholder. Remaining Shareholder may avail himself of this
right by giving written notice to the selling Shareholder of his election to
buy within days
of receiving notice of intent to sell. If Remaining Shareholder fails to
purchase such Selling Shareholder's shares of offered stock, Corporation
shall have the right to purchase the offered stock. Remaining Shareholder
and Corporation may take any action required to enable Corporation to
purchase Selling Shareholder's stock under the terms of this Agreement,
including creation of a surplus.

1. Either the Remaining Shareholder or Corporation may avail

themselves of the right to purchase offered stock by giving notice of
that election to the Selling Shareholder within days of receipt of
the notice given pursuant to Paragraph A of this Section 4.

2. Purchases and sales pursuant to this Paragraph B shall be

at the prices and terms set forth in the original offer. In a sale of
stock by a Shareholder to Corporation, the sale price shall
increase or decrease by an amount equal to any indebtedness
owed Selling Shareholder by Corporation, or any indebtedness
owed to Corporation by Selling Shareholder.

3. The Selling Shareholder may not participate in determining

whether
 Corporation will purchase any portion of the offered stock.

4. If all offered stock is not purchased by Remaining

Shareholder or Corporation pursuant to the provisions of this
Agreement, the offered stock may then be sold by the Selling
Shareholder to the third party at the price and terms in that party's
offer.

5. A Selling Shareholder may not sell stock at a price or term

that differs from the original offer without first reoffering the offered
stock to Remaining Shareholder and Corporation pursuant to the
procedures set forth in this Section.

6. In the event of a sale of stock from a Shareholder to another

Shareholder or to Corporation, Closing shall occur at a time mutually
agreed on by the parties to the sale. However, Closing may not
occur later than days from the sale date. On the sale date,
the Selling Shareholder shall deliver the stock to the agreed upon
escrow agent representing Corporation. The agent shall hold the
stock until full payment is made, and shall then deliver the stock to
the purchaser.

C. If offered stock is not purchased by the third party pursuant to this

Section within days from the date of Selling Shareholder's
receipt of the third party's offer, the offer shall be deemed to have expired. If
Selling Shareholder's still wishes to accept the third party's offer, the
offered stock must be reoffered to remaining Shareholder and Corporation
pursuant to the procedures outlined in this Section.

D. Any person acquiring offered stock from a Shareholder shall

become bound by the terms of this Agreement immediately after acquiring
the interest in stock of Corporation. Transfer of the offered stock on
Corporation's books shall not be accomplished until a copy of this
Agreement is executed by the acquiring person. However, failure or refusal
to sign this Agreement shall not relieve any person acquiring an interest in
Corporation's stock from the obligations set forth in this Agreement.

E. On sale of all stock owned by a Shareholder, all interests of such

Shareholder with respect to the stock sold shall terminate, and such
Shareholder shall resign as an officer or director of Corporation effective no
later than the closing date of the sale.

5. Transfers of Stock after Shareholder Death

Upon the death of a Shareholder, if the beneficiaries of said Shareholder
desire to sell the shares in the Corporation owned by said Shareholder at the
time of his death, the Corporation shall have the first right of refusal to purchase
said deceased Shareholder’s shares within Ninety (90) days following the
qualification of the executor or administrator of said deceased Shareholder’s estate,
for an amount equal to six times
the amount of the net income of the Corporation based on an average of the
past two years. If said Corporation does not exercise this first right of refusal
within said Ninety
(90) day period, said beneficiaries may sale such shares to any third party at
any price acceptable to them.

6. Noncompetition in Case of Sale by Shareholder

Selling Shareholder shall, on Closing Date, execute an agreement as
follows:

A. Definitions. As used in this Section, the following terms have

the following meanings:

1. Confidential Information means (i) any information with

respect to Corporation’s customers, accounts, costs, plans, business
policies, programs, formulae, products, know-how, trade secrets,
suppliers, pricing policies or rates, marketing techniques, or any
other information which may now or in the future be considered by
Corporation to be confidential or proprietary, (ii) reports,
memoranda, correspondence, and other writings belonging to
Corporation, which may have been produced by or come into the
possession of Selling Shareholder in the course of his
involvement with the Corporation as a shareholder, officer, director,
or employee, excluding any of the foregoing which is in the public
domain.

2. Territory means the following area: (describe)

B. Selling Shareholder does hereby covenant and agree that for a period
(number) years after the Closing Date, Selling Shareholder shall
not, directly or indirectly (as agent, consultant or otherwise) compete in any
way with the business of Corporation throughout the Territory.

C. Selling Shareholder will not, at any time, disclose any such

Confidential Information of Corporation to any person, except as required
by law. Selling Shareholder acknowledges that the Confidential Information of
the Corporation is material to the value of the Corporation, and is unique,
and agrees that disclosure thereof in violation of this Agreement may
irreparably damage the value of the Corporation.

D. It is the intent of the parties that the provision of this Section 6

shall be enforced to the fullest extent permissible under the laws and
public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, to the extent that the non-competition restrictions hereunder
shall be adjudicated to be invalid or unenforceable in any such jurisdiction,
the court making such determination shall have the power to limit,
construe or reduce the duration, scope, activity and/or area of such
provision, and/or delete specific words or phrases to the extent
necessary to render such provision enforceable to the
 maximum reasonable extent permitted by applicable law, such limited
form to apply only with respect to the operation of this Section in the
particular jurisdiction in which such adjudication is made.

E. Selling Shareholder acknowledges that his adherence to the terms of

the covenants set forth in Section 6 are necessary to protect the value
of the Corporation, that a continuing breach of such covenants will result in
irreparable and continuing damage to the value of the Corporation, and that
money damages would not adequately compensate Corporation for any
such breach and, therefore, Corporation would not have an adequate
remedy at law. In the event any action or proceeding shall be instituted
by Corporation to enforce any provision of Section 6, Selling
Shareholder shall waive the claim or defenses in such action that (i) money
damages are adequate to compensate the aggrieved party for such breach,
and (ii) there is an adequate remedy at law available to the aggrieved
party, and shall not urge in any such action or proceeding the claim or
defense that such remedy at law exists. Corporation shall have, in addition
to any and all remedies at law, the right, without posting of bond or other
security, to an injunction, both temporary and permanent, specific performance
and/or other equitable relief to prevent the violation of any obligation under
Section 6. Selling Shareholder agrees that the remedies of Corporation for
breach of this Section 6 shall be cumulative, and seeking or obtaining
injunctive or other equitable relief shall not preclude the making of a claim
for damages or other relief. The parties to this Agreement also agree that
Corporation shall be entitled to such damages as Corporation can show it
has sustained by reason of such breach. In any action brought to
enforce the covenants set forth in Section 6, or to recover damages for
breach thereof, the prevailing party shall be entitled to recover reasonable
attorneys' fees and other expenses of litigation, together with such other and
further relief as may be proper.

7. Severability
The invalidity of any portion of this Agreement will not and shall not be
deemed to affect the validity of any other provision. If any provision of this
Agreement is held to be invalid, the parties agree that the remaining provisions
shall be deemed to be in full force and effect as if they had been executed by
both parties subsequent to the expungement of the invalid provision.

8. No Waiver
The failure of either party to this Agreement to insist upon the performance of
any of the terms and conditions of this Agreement, or the waiver of any breach of
any of the terms and conditions of this Agreement, shall not be construed as
subsequently waiving any such terms and conditions, but the same shall continue
and remain in full force and effect as if no such forbearance or waiver had
occurred.

9. Governing Law
This Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of .
10. Notices
Any notice provided for or concerning this Agreement shall be in writing
and shall be deemed sufficiently given when sent by certified or registered mail if
sent to the respective address of each party as set forth at the beginning of this
Agreement.

11. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the
unsuccessful party in the action shall pay to the successful party, in addition
to all the sums that either party may be called on to pay, a reasonable sum for
the successful party's attorney fees.

12. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by
binding arbitration of the parties hereto. If the parties cannot agree on an
arbitrator, each party shall select one arbitrator and both arbitrators shall then
select a third. The third arbitrator so selected shall arbitrate said dispute. The
arbitration shall be governed by the rules of the American Arbitration
Association then in force and effect.

13. Entire Agreement

This Agreement shall constitute the entire agreement between the parties
and any prior understanding or representation of any kind preceding the date
of this Agreement shall not be binding upon either party except to the extent
incorporated in this Agreement.

14. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by
either party in connection with this Agreement shall be binding only if placed in
writing and signed by each party or an authorized representative of each
party.

15. Assignment of Rights

The rights of each party under this Agreement are personal to that party
and may not be assigned or transferred to any other person, firm, corporation, or
other entity without the prior, express, and written consent of the other party.

16. In this Agreement, any reference to a party includes that party's heirs,
executors, administrators, successors and assigns, singular includes plural and
masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.

(Name of Corporation)
By:
(Printed Name of First Shareholder) (Printed
Name & Office in Corporation)
(Signature of First Shareholder)
(Signature of Officer)

(Printed Name of Second Shareholder)

(Signature of Second Shareholder)