THIS AGREEMENT made this _____ day of ______________, 200(X)_____, by and between __________________________________, hereinafter "Shareholders" of ______________________________________, hereinafter "Corporation".

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 status.

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: _________________________ President ________________________ Vice President/Treasurer ________________________ 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 __________________ 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 _______________ or ________________ as one party, and __________________ 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 (1%).

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.