SHAREHOLDERS AGREEMENT

This Shareholders Agreement (the “Agreement”) is made and effective [DATE],

BETWEEN:                   [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

                                    [YOUR COMPLETE ADDRESS]

AND:                            [FIRST SHAREHOLDER NAME] (the "First Shareholder"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

                                    [COMPLETE ADDRESS]

AND:                            [SECOND SHAREHOLDER NAME] (the "Second Shareholder"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

                                    [COMPLETE ADDRESS]

AND:                            [THIRD SHAREHOLDER NAME] (the "Third Shareholder"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

                                    [COMPLETE ADDRESS]

WITNESSETH:

WHEREAS, the present distribution of shares of the Company is as follows:

Name

Number of Shares

WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder;

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows:

1. Definitions and organisation of the company

"Offering Shareholder" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his

Shares to the Company or the Continuing Shareholders.

"Continuing Shareholders" means all Shareholders other than an Offering Shareholder.

 "Shares" means shares of Common Stock of the Company now or hereafter owned by any Shareholder.

"Buyer" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement.

"Management Shareholder" means First Shareholder, Second Shareholder and Third Shareholder.

ORGANISATION OF THE COMPANY

1. The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS’ NAMES]. It is agreed that [SHAREHOLDERS’ NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company.

2. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed.

3. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be:

Office Held: Name Annual Salary:

Director: [NAME] [SALARY]

Secretary: [NAME] [SALARY]

All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company.

Until changed by the board of directors, the auditors and advisors of the Company shall be:

Auditor:

Legal Advisors:

4. There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors.

5. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution:

1. 1. any capital expenditures greater than xxxx;
   2. any lease commitments greater than xxxx;
   3. the acquisition of any business interests by the Company;
   4. the elections of officers of the Company;
   5.  the payment of any cash dividends or stock dividends to Shareholders of the Company;
   6.  the issuance of any debt obligations of the Company;
   7. the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company
   8. the transfer of any shares of the Company;
   9. changes or variations in the objects or powers of the Company;
   10. the liquidation or winding up of the Company;
   11. the approval of any contracts or transactions outside the normal course of business;
   12. the execution of any contract involving a consideration greater than xxxx within the normal course of business;
   13. the lending of money by the Company;
   14. the guarantee by the Company of the debts or obligations of any other person, firm or body corporate;
   15. any non-budgeted expenditures greater than xxxx;
   16. business plan and/or budgets.

6. The following decisions shall be determined by a Unanimous Directors' Resolution:

1. 1. alterations, variations or changes to the authorized or issued capital of the Company;
   2. the salaries and bonuses of officers and directors of the Company;
   3. the issue, redemption or purchase of any Shares; and
   4. changes in the number of directors of the Company

7. The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement.

8. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call.

1. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company.

2. Purchase for Investment

Each Shareholder represents and warrants that he is acquiring and has acquired his Shares for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof or with any present intent of selling any portion thereof.

3. Transfers of Shares

A Shareholder may not transfer, give, convey, sell, pledge, bequeath, donate, assign, encumber or otherwise dispose of any Shares except pursuant to this Agreement.

1. 1. Transfers to the Company

Notwithstanding anything to the contrary contained in this Agreement, a Shareholder may give, sell, transfer or otherwise dispose of all or any of his Shares to the Company at such price and on such terms and conditions as such Shareholder and the Board of Directors of the Company may agree.

1. 2. Transfer to Others

Except as provided for in Paragraph 3.1 above, a Shareholder desiring to dispose of some or all of his Shares may do so only pursuant to a bona fide offer to purchase (the "Offer") and after compliance with the following provisions. Such Shareholder shall first give written notice to the Company and the other Shareholders of his intention to dispose of his Shares, identifying the number of Shares he desires to dispose of, the proposed purchase price per Share and the name of the proposed purchaser and attaching an exact copy of the Offer received by such Shareholder.

1. 3. The Company's Right to Purchase

The Company shall have the exclusive right to purchase all of the Shares which the Offering Shareholder proposes to sell at the proposed purchase price per Share. The Company shall exercise this right to purchase by giving written notice to the Offering Shareholder (with a copy thereof to each of the Continuing Shareholders) within [NUMBER] days after receipt of the notice from the Offering Shareholder (the "[NUMBER] Day Period") that the Company elects to purchase the Shares subject to the Offer and setting forth a date and time for closing which shall be not later than [NUMBER] days after the date of such notice from the Company. At the time of closing, the Offering Shareholder shall deliver to the Company certificates representing the Shares to be sold, together with stock powers duly endorsed in blank. The Shares shall be delivered by the Offering Shareholder free of any and all liens and encumbrances. All transfer taxes and documentary stamps shall be paid by the Offering Shareholder.

1. 4. The Continuing Shareholders Right to Purchase

If the Company fails to exercise its right to purchase pursuant to subparagraph (i) above, the Continuing Shareholders shall have the right for an additional period of [NUMBER] days (the "Additional [NUMBER] Day Period") commencing at the expiration of the [NUMBER] Day Period to purchase the Shares which the Offering Shareholder proposes to sell at the proposed purchase price per Share. The Continuing Shareholders shall exercise this right to purchase by giving written notice to the Offering Shareholder prior to the expiration of the Additional [NUMBER] Day Period that they elect to purchase his Shares and setting forth a date and time for closing which shall be not later than [NUMBER] days after the expiration of the Additional [NUMBER] Day Period. Any purchase of Shares by all or some of the Continuing Shareholders shall be made in such proportion as they might agree among themselves or, in the absence of any such agreement, pro rata in proportion to their ownership of Shares of the Company (excluding the Offering Shareholder's Shares) at the time of such offer, but in any event one or more of the Continuing Shareholders must agree to purchase all the Shares which the Offering Shareholder proposes to sell. At the time of closing, the Offering Shareholder shall deliver to Buyer certificates representing the Shares to be sold, together with stock powers duly endorsed in blank. Said Shares shall be delivered by the offering Shareholder free and clear of any and all liens and encumbrances. All transfer taxes and documentary stamps shall be paid by the Offering Shareholder.

1. 5. Performance of Acceptance

When exercising the rights granted in Paragraphs 3.2 hereof, Buyer must elect to purchase all Shares which the Offering Shareholder proposes to sell for the price and upon the same terms for payment of the price as are set forth in the Offer; provided, however, that if said offer received by the Offering Shareholder shall provide for any act or action to be done or performed by the party making such Offer at any time before or within [NUMBER] days after the last day for exercise of Buyer's right to purchase pursuant to Paragraphs 3.2 hereof, then the Buyer shall be deemed to have complied with the terms and conditions of such Offer if Buyer does or performs such act or action within [NUMBER] days after the last day for exercise of Buyer's right to purchase pursuant to Paragraphs 3.2 hereof.

1. 6. Sale to Third Party

If either the Company or some or all of the Continuing Shareholders do not elect to purchase all of the Shares which the Offering Shareholder proposes to sell, the Offering Shareholder may accept the Offer which the Offering Shareholder mailed with his notice to the Company pursuant to Paragraph 3.2 hereof and transfer all (but not less than all) of the Shares which he proposes to sell pursuant thereto on the same terms and conditions set forth in such Offer, provided that any transferee of such Shares shall be bound by this Agreement, and further provided that if such sale is not completed within [NUMBER] days after the date notice is received by the Company under Paragraph 3.2 hereof, all such Shares shall again become subject to the restrictions and provisions of this Agreement.

1. 7. Right of Co-Sale

Notwithstanding any other provision hereof, in the event the Offering Shareholder receives an Offer from an unaffiliated third party (the "Offeror") to purchase from such Shareholder not less than [%] of the Shares owned by such Shareholder and such Shareholder intends to accept such Offer, the Offering Shareholder shall, after complying with the provisions of Paragraph 3.2 above and before accepting such Offer, forward a copy of such Offer to the Company and each of the Continuing Shareholders. The Offering Shareholder shall not sell any such Shares to the Offeror unless the terms of the Offer are extended by the Offeror to the Continuing Shareholders pro rata in proportion to their ownership of Shares of the Company (excluding the Offering Shareholder's Shares) at the time of such Offer. The Continuing Shareholders shall have [NUMBER] days from the date of the foregoing Offer to accept such Offer.

First Shareholder, Second Shareholder and Third Shareholder may each during their lifetimes transfer all, hut not less than all, of their Shares to said Shareholder's spouse or a lineal descendant of such Shareholder, so long as prior to such transfer (i) such person, the Company, and all the Shareholders amend this Agreement to the reasonable satisfaction of such person, the Company and all the Shareholders to provide the parties to this Agreement with the rights, remedies and effect provided in this Agreement as if no such transfer had occurred, and (ii) the proposed transferee agrees in a writing satisfactory to the Company and all Shareholders that such person shall vote for First Shareholder, Second Shareholder and Third Shareholder (or their nominees) as directors of the Company and shall be bound by all the terms and conditions of this Agreement.

4. Right of First Refusal

4.1. Right of First Refusal of the Company and the Shareholders

4.1.1. Notification

If a Shareholder wishes to Transfer all [or a part] of its Shares (for purposes of this Article 4.1, the "Relevant Shares") to a third party (including another Shareholder) (the "Right of First Refusal Event"), such Shareholder(s) (for purposes of this Article 4.1, the "Selling Shareholder(s)") shall submit an offer to the Company and all other Shareholders stating in writing the price and terms of the proposed Transfer in accordance with the notice provision (the "Right of First Refusal Notice"). If the Selling Shareholder(s) has/have received a bona fide purchase offer from a third party (including another Shareholder), the terms of such offer from the proposed acquirer shall be disclosed to the other Shareholders in the notice. The Company shall inform each Shareholder forthwith but not later than [SPECIFY NUMBER OF DAYS] Calendar days after receipt of the Right of First Refusal Notice about (i) the date it received the Right of First Refusal Notice and (ii) the day the [SPECIFY NUMBER OF DAYS] Calendar day period mentioned in Article 4.1.3 for exercising the Right of First Refusal expires.

4.1.2. Grant of Right of First Refusal

Each of the Shareholders hereby grants to the other Shareholders and to the Company:

the right (but not the obligation) to acquire all or part of the Relevant Shares from the Selling Shareholder(s) upon the occurrence of a Right of First Refusal Event (the "Right of First Refusal") at the price and terms set out in the Right of First Refusal Notice. Such price and terms shall either be the price and terms of the bona fide purchase offer from a third party or, in the absence of such a third-party offer, the price and terms offered by the Selling Shareholder. If all Rights of First Refusal validly exercised do not, in the aggregate, result in the exercise of Rights of First Refusal for of all Relevant Shares, the Rights of First Refusal shall be deemed not exercised and Article 4.1.4 shall apply.

4.1.3. Exercise of Right of First Refusal

Each beneficiary of the Right of First Refusal wishing to exercise its right in respect of the Relevant Shares shall so notify the Company and the Selling Shareholder(s) in accordance with the notice provision within a period of [SPECIFY NUMBER OF DAYS] Calendar days from receipt of the Right of First Refusal Notice (the "Right of First Refusal Exercise Notice") by the Company. If no Right of First Refusal Exercise Notice is submitted by a beneficiary within the period of [SPECIFY NUMBER OF DAYS] Calendar days from receipt of the Right of First Refusal Notice by the Company, the Right of First Refusal of that beneficiary shall be deemed to have been forfeited with respect to the respective Right of First Refusal Event (but not for any other or subsequent Right of First Refusal Event(s)).

The terms and conditions for the acquisition of the Relevant Shares including, without limitation, the purchase price, shall be equal to the terms offered in the Right of First Refusal Notice (i.e. the bona fide offer by the proposed acquirer or, in the absence of such bona fide offer, the price and terms offered by the Selling Shareholder(s)).

4.1.4. Transfer to Proposed Acquirer

In the event the Right of First Refusal is not exercised or not exercised for all Relevant Shares in accordance with Section 4.1, the Selling Shareholder(s) shall be free, subject only to Article 4.2 and 4.3 to Transfer the Relevant Shares to the proposed acquirer, on terms not more favorable than those offered to the beneficiaries of the Right of First Refusal in the Right of First Refusal Notice, within a period of [n] months after expiry of the [SPECIFY NUMBER OF DAYS] Calendar days period to submit a Right of First Refusal Exercise Notice pursuant to Article 4.1.3.

Thereafter, the procedure pursuant to this Article 4.1 shall be repeated prior to any such Transfer.

4.2. Tag-Along (Co-Sale Right)

4.2.1 Notification

In the event an Investor (or a group of Investors) wishes to Transfer all or a part of its Shares (for purposes of this Article 4.1, the "Relevant Shares") in one or a series of related transactions to a proposed acquirer (including another Shareholder) on the basis of a bona fide purchase offer and provided such Transfer of Shares would [[result in a Change of Control] [or]] [relate to [SPECIFY] percent of all Shares (the "Tag-Along Event"), such Investor(s) (for purposes of this Article 4.1, the "Selling Shareholder(s)") shall notify the other Shareholders as well as the Company thereof, mutatis mutandis in accordance with Article 4.1.1 above (the "Tag-Along Notice"). Such a Tag-Along Notice may be part of a Right of First Refusal Notice according to Article 4.1. The Company shall inform each Shareholder forthwith but not later than [SPECIFY NUMBER OF DAYS] Calendar days after receipt of the Tag-Along Notice about (i) the date it received the Tag-Along Notice and (ii) the day the [SPECIFY NUMBER OF DAYS] Calendar day period for exercising the Tag-Along Right mentioned in Article 4.2.3 expires.

4.2.2. Grant of Tag-Along Right

In addition to the Right of First Refusal pursuant to Article 4.1, each of the Shareholders hereby grants to the other Shareholders the right (but not the obligation) to join the Selling Shareholder(s) and co-sell (together with the Selling Shareholder(s)) [[upon the election of the relevant beneficiaries all their Shares to the proposed acquirer for the same consideration per Share and otherwise at the same terms and conditions as applicable to the Selling Shareholder(s) [(except for [(i)] any representations, warranties and/or indemnities other than (several and not joint) title warranties solely in respect of the Shares sold by such other Shareholder(s) [and (ii) payment of the consideration per Share, which must be in immediately available cash])] upon the occurrence of a Tag-Along Event (the "Tag-Along Right").

4.2.3. Exercise of Tag-Along Right

Each Shareholder wishing to exercise its Tag-Along Right with respect to the Relevant Shares shall so notify the Selling Shareholder(s) in accordance with the notice provision within a period of [SPECIFY NUMBER OF DAYS] Calendar days from receipt of the Tag-Along Notice (the "Tag-Along Exercise Notice") by the Company. If no Tag-Along Exercise Notice is submitted by a Shareholder within the period of [SPECIFY NUMBER OF DAYS] Calendar days from receipt of the Tag-Along Notice by the Company, the Tag-Along Right of that Shareholder shall be deemed to have been forfeited with respect to the respective Tag-Along Event (but not for any other or subsequent Tag-Along Event).

If the proposed acquirer refuses to accept the purchase of the Shares from the Shareholders who provided a Tag-Along Notice, the Selling Shareholder(s) shall be prohibited from Transferring the Relevant Shares to the proposed acquirer.

1. 1. 4. Consummation of Transfer of Shares upon Exercise of Tag-Along Right

The Transfer of Shares in case of a Tag-Along Event shall be consummated at the closing date agreed by and between the Selling Shareholder(s) and the proposed acquirer (such closing date not to be earlier than [SPECIFY NUMBER OF DAYS] Calendar days after the Company received the Tag-Along Notice) by payment [in cash] of consideration expressed to be payable per Share pursuant to the agreement with the acquirer against registration of the acquirer in the share register of the Company as holder of the respective number of Relevant Shares and the Shares co-sold pursuant to Article 4.2.

1. 1. 5. Transfer to Proposed Acquirer

In the event the Right of First Refusal according to Article 4.1 is not exercised, the Selling Shareholder(s) shall be free, subject only to Article 4.4, to Transfer the Relevant Shares to the proposed acquirer on the terms disclosed to the other Shareholders in the Tag-Along Notice and the Right of First Refusal Notice within a period of [SPECIFY] months starting after the expiry of the [SPECIFY NUMBER OF DAYS] Calendar days period to submit a Tag-Along Exercise Notice pursuant to Article 4.2.3. Thereafter, the procedure pursuant to this Article 4.2 shall be repeated prior to any such Transfer.

4.3 Drag-Along (Co-Sale Obligation)

4.3.1. Notification

In the event [a holder of Shares]/[a group of holders of more than [SPECIFY] percent of Shares]/[all holders of Shares] wish[es] to Transfer [SPECIFY] percent of [its]/[their] aggregate shareholdings in the Company in one or a series of related transactions to a proposed acquirer (including another Shareholder) who wishes to acquire all (but not less than all) Shares in the Company pursuant to a bona fide purchase offer (the "Drag-Along Event"), [that holder]/[that group of holders]/[all holders] of Shares (for purposes of this Article 4.3, the "Relevant Selling Shareholder[s]") shall notify the other Shareholders thereof, mutatis mutandis in accordance with Article 4.1.1 above (the "Drag-Along Notice"). The Company shall inform each Shareholder forthwith but not later than SPECIFY NUMBER OF DAYS] Calendar days after receipt of the Drag-Along Notice about (i) the date it received the Drag-Along Notice and (ii) the day the [SPECIFY] month period according to Article 4.3.3 expires.

4.3.2. Grant of Drag-Along Right

[Without prejudice to the Right of First Refusal pursuant to Article 4.1, the] /[The] Relevant Selling Shareholder[s] shall have the right (but not the obligation) to require all other Shareholders to sell, and the other Shareholders hereby irrevocably agree to sell, all (but not less than all) of their Shares then held to the proposed acquirer [for the same consideration per Share and[, except as set forth in Article 4.3.5,]] otherwise at the same terms and conditions as applicable to the Relevant Selling Shareholder[s] upon the occurrence of a Drag-Along Event (the "Drag-Along Right").

4.3.3. Consummation of Transfer

The Transfer of Shares to the proposed acquirer shall be completed at the agreed closing date [(but no later than within a period of [SPECIFY] months after the date of receipt of the Drag-Along Notice) by the Company] and otherwise in accordance with the proposed terms of the underlying agreement between the Relevant Selling Shareholder[s], [the other Shareholders] and the proposed acquirer.

4.3.4. Drag-Along Right Takes Precedence over Right of First Refusal

For the avoidance of doubt and notwithstanding anything to the contrary contained herein, Article 4.1 shall not apply in case of a Drag-Along Event.

4.3.5. Key Terms and Conditions

The terms and conditions of the Transfer of Shares shall include the following:

For each Share the purchase price shall be the same. All considerations for the Shares shall be paid on the same date and in cash.

Each other Shareholder's liability for representations and warranties shall, to the extent legally permissible, be limited to [the same percentage of its purchase price as applicable for the Relevant Selling Shareholder[s]' liability/a maximum of [SPECIFY] percent of its purchase price] and be subject to the same time limitations as the Relevant Selling Shareholder[s]' liability. Each other Shareholder shall, upon request by the Relevant Selling Shareholder[s], be obliged to pay the same percentage of its purchase price for the same time periods into an escrow account in favor of the acquirer as the Relevant Selling Shareholder[s]. Disclosures shall only limit the other Shareholders' liability if expressly agreed with the acquirer. Each other Shareholder shall be [severally, and not jointly/jointly and severally with each of the other Shareholders] liable for the representations and warranties.

Each other Shareholder shall give the representations and warranties which the acquirer or the Relevant Selling Shareholder[s] may reasonably request [, reflecting such Shareholder's stake in and position with respect to the Company (i.e. founder, senior manager, employee, passive investor, [other]]). Such representations and warranties shall include, but not be limited to, the following: [SPECIFY].

Representations and warranties regarding the future shall be excluded. Except as otherwise provided for herein and unless the Relevant Shareholders may reasonably request otherwise (in particular because they agreed to such term or condition with respect of their Shares), the terms and conditions of [SPECIFY] regarding representations and warranties, indemnification and remedies shall apply, mutatis mutandis.

Each Other Shareholder shall bear its own costs and taxes imposed on it.

4.4. Deed of Accession

The Company must not allot or issue or register a transfer of any Shares to any person who is not a party to this agreement until that person has executed and delivered to the Company a Deed of Accession.

Any allotment, issue or transfer is void and of no effect unless and until the relevant Deed of Accession has been delivered.

5. Sale Or Redemption Upon Termination of Employment, Disability Or Death

Upon the termination of a Management Shareholder's employment or other relationship with the Company (including without limitation, any position as an officer, director, consultant, joint venturer, independent contractor, or promoter to or of the Company) for whatever reason, the Disability (as defined below) of a Management Shareholder, or the death of a Management or Non-management Shareholder (any such event hereinafter a "Triggering Event"), such Shareholder (or his heirs, executors, guardian or personal representative) within [SPECIFY] days after the Triggering Event shall offer to sell all, but not less than all, of the Shares owned by the Shareholder. Each offer shall be made to the Company in writing and shall exist for a period of [SPECIFY]] days after such offer has been received by the Company. If the Company fails to purchase all of the Shares offered, the offer to sell shall be made in writing to all of the Continuing Shareholders in such proportion as the Continuing Shareholders may agree among themselves, or in the absence of agreement, pro rata in proportion to their then ownership of Shares of the Company (excluding the Offering Shareholder's (Shares), and shall exist for a period of [SPECIFY] days after the offer has been received by all of the Continuing Shareholders. For purposes of this Agreement, "Disability" of a particular person means the inability, due to a physical or mental condition, of such person to maintain his employment or other relationship with the Company (including without limitation, fulfilling his duties in any position as an officer, director, consultant, joint venturer, independent contractor, or promoter to or of the Company) or to conduct his normal daily activities on behalf of the Company for any [SPECIFY] consecutive month period.

6. Purchase Price

The purchase price for all Shares purchased pursuant to Paragraph 5 hereof shall be determined as follows:

1. The Company or the Continuing Shareholders, as the case may be, within [NUMBER] days after receipt of any offer referred to in Paragraph 5 above, shall notify the Offering Shareholder of the price at which the Company or the Continuing Shareholders, are willing to purchase the Shares.
2. In the event the Offering Shareholder objects to the purchase price established in accordance with Paragraph 6(a) above, the Offering Shareholder shall have the right to solicit offers to buy the Shares in accordance with the provisions of Paragraph 3.2. The right to solicit offers shall be subject to the terms and conditions of Section 3.2 and 3.3 hereof, including without limitation, the rights of first refusal and co-sale and the period during which any right of first refusal must be exercised but shall not be subject to the [NUMBER] day period referred to in Paragraph 3.2 of this Agreement.

7. Payment of Purchase Price

The purchase price for all Shares purchased pursuant to Paragraph 5 hereof shall be paid at the closing of the sale.

8. Put and Call Options

1. 1. Put and Call Options

Each Shareholder shall have the right and option upon the written declaration (a "Declaration") by such Shareholder to the other Shareholders and the Company of the occurrence of an "impasse" (as defined below) to sell to the Continuing Shareholders all of his Shares, and the Continuing Shareholders shall have the obligation to either (i) purchase all of such Shares owned by the offering Shareholder in such proportion as the Continuing Shareholders may agree upon, and if they cannot so agree, pro rata in proportion to their then ownership of Shares of the Company (excluding the Offering Shareholder's Shares) or (ii) if the Continuing Shareholders are unable or unwilling to purchase all of the Shares owned by the Offering Shareholder, sell all of their Shares to the Offering Shareholder, and the Offering Shareholder shall have the obligation to buy such Shares.

1. 2. Impasse

An "impasse" shall be conclusively evidenced by (i) either First Shareholder, Second Shareholder or Third Shareholder or their respective representative, voting opposite the others at a vote at a shareholders meeting or at a vote at a meeting of the Board of Directors of the Company (or failing to attend such meetings upon due notice if such failure results in the lack of a quorum making such vote impossible), which vote is on a material issue, not in the ordinary course of business, and affecting the business, assets or operations of the Company, including, but not limited to, a proposal to merge, liquidate, consolidate or dissolve the Company, or to sell, lease or dispose of all or substantially all of the assets of the Company or to amend the substantive provisions of the Company's bylaws or articles of incorporation, or to issue or redeem stock, or to declare dividends of any kind, and (ii) either First Shareholder, Second Shareholder or Third Shareholder notifying the others and the Company and any other Shareholders within [NUMBER] days after such meeting, proposed meeting or vote than an "impasse" has occurred. The put and call rights granted to each Shareholder under this Paragraph 8 are independent of the other rights granted to the Shareholders and the Company under the other terms of this Agreement and such rights are not mutually exclusive or inconsistent.

1. 3. Exercise of Option

The Continuing Shareholders shall exercise any option provided for in this Paragraph 8 within [NUMBER] days after receipt of a declaration. Any closing of the sale of Shares pursuant to such exercise shall occur within [NUMBER] days after receipt of a Declaration.

1. 4. Purchase Price

Any purchase or sale of Shares sold pursuant to this Paragraph 8 shall be at the price as set forth in the Declaration delivered by the Shareholder exercising his right to sell his shares and shall be paid at the closing of the sale of the Shares.

9. Rights Upon Registration

In the event that the Company shall register or qualify any or all of the common stock of the Company under the [CODE OR LAW], as amended (or any similar statute then in force), on an appropriate registration statement, the Company shall give the Shareholders written notice thereof, and upon written request of a Shareholder, received by the Company not later than [NUMBER] days after receipt by the Shareholder of such notice, the Company will include in the registration statement filed by the Company with the Securities and Exchange Commission all Shares held by such Shareholder with respect to which the Shareholder shall have so requested registration.

10. Agreement Binding on All Persons Interested in Shares

Each person who now or hereafter acquires any legal or equitable interest in any Shares shall be bound by the terms of this Agreement. No issuance or transfer of Shares shall be effective, and the Company shall not enter any issue or transfer upon the stock books of the Company or issue a certificate in the name of any person unless the Company is satisfied that such person is, and in a manner satisfactory to the Company has acknowledged being, bound by this Agreement.

11. Closing

Except as otherwise agreed to or expressly provided for herein, closing pursuant to the exercise of a right to purchase or sell Shares pursuant to this Agreement shall be held at the principal

executive offices of the Company.

12. Entry of Legend Upon Stock Certificates

The following legend shall be immediately entered on each stock certificate representing Shares owned by the Shareholders:

"The gift, sale, mortgage, pledge, hypothecation or other encumbering or transfer of the shares of the capital stock represented by this certificate is restricted in accordance with the terms and conditions of a Shareholders Agreement dated [DATE], a copy of which is on file at the principal executive offices of the Company. Said Shareholders Agreement restricts the ability of the Shareholder to sell, give, pledge, bequeath or otherwise transfer or dispose of this stock certificate and the shares of capital stock represented by it."

13. After Acquired Shares - Subsequent Shareholders

The terms and conditions of this Agreement shall specifically apply not only to Shares owned by Shareholders at the time of execution of this Agreement, but also to any Shares acquired by any Shareholder subsequent to such execution.

14. Board of Directors

At each election of the Board of Directors of the Company, the Shareholders shall vote their Shares to elect three directors of the Company, one director being First Shareholder, or his nominee, one director being Second Shareholder, or his nominee, and one director being Third Shareholder, or his nominee.

15. Community and Marital Property Laws

Notwithstanding anything to the contrary contained herein, the following terms shall control to the extent community property laws or other marital property laws apply to the Shares of any Shareholder:

1. 1. Lifetime Transfers

The provisions of this Agreement regarding restrictions against the transfer of Shares shall apply to any interest of the spouse of any Shareholder in such Shares (said spouse is hereinafter referred to as a "Spouse").

1. 2. Transfers Upon Death of Spouse

If the Spouse of a Shareholder predeceases such Shareholder and has failed to bequeath to such Shareholder the deceased Spouse's entire marital property interest, if any, in the Shares held by the Shareholder, or if the Spouse of a Shareholder is adjudicated to be bankrupt or insolvent, or makes an assignment for the benefit of his or her creditors (collectively referred to herein as an "Event"), then to the extent necessary to divest the Spouse of any interest in the Shares of such Stockholder, within three months after the date of the occurrence of the Event, the Shareholder shall have the option to and must purchase such marital property interest of his or her Spouse or the estate of the deceased Spouse, as the case may be, in the Shares held by the Shareholder at a price equal to the lesser of either the value of the spouse's marital property interest in such Shares or the book value of such Shares.

1. 3. Marital Dissolution

Any decree of dissolution, separate maintenance agreement or other property settlement between a Shareholder and his or her Spouse shall provide that the entire marital property interest of the Spouse in the Shares of the Shareholder shall be granted to the Shareholder as part of the division of the property of the marriage and the Spouse shall release and the Shareholder shall accept any marital property interest of such Spouse in the Shares. If payment for such Shares is ordered by the Court or demanded by the Spouse, no consideration shall be required, but if the Shareholder volunteer’s consideration for said release of interest it shall be no greater than the lesser of either the value of the Spouse's marital property interest in such Shares or the book value of the Spouse's marital property interest in such Shares.

1. 4. Inclusion of Marital Property

Any purchase of the Shares of a Shareholder pursuant to any provision of this Agreement shall include without limitation or condition the entire marital property interest of the Spouse of such Shareholder in the Shares being purchased.

1. 5. Determination of Value

Book value and the value of a Spouse's interest in the Shares of a Shareholder for purposes of this Paragraph 15 shall be determined by the Shareholder. The Company and the other Shareholders shall not be responsible for the determination of the value of the marital property interest of any Spouse of a Shareholder, the determination of book value, or the purchase of or payment for such Spouse's marital property interest in the Shares of a Shareholder.

16. Insurance

The Company may, if it so desires, purchase insurance policies on the life of any Management Shareholder for the purpose of payment for stock purchases or as key man insurance. If any Shareholder on whose life the Company owns an insurance policy shall at any time during his lifetime sell all of his Shares, then that Shareholder shall have the right to purchase from the Company the insurance policy or policies on his life at the cash surrender value, if any. The Company shall deliver the policy or policies on the life of such Shareholder upon payment of the cash surrender value, if any, end shall execute any necessary instruments of transfer and change of beneficiary forms.

17. Pro Rata Allocations

All items of income and loss of the Company shall be assigned pro rata to each day throughout the year. However, the Shareholders hereby consent to make an election pursuant to Section [NUMBER] of the [Code OR LAW] or Section [NUMBER] of the [Code OR LAW] in the event that the Board of Directors determines such elections to be in the best interest of a majority of the Shareholders.

18. Subchapter S Election

The Company may elect to be taxed as a small business corporation under Subchapter S of the Internal Revenue Code, as amended from time to time (the "code"), or such other provisions of law as may hereafter be applicable to such an election, and for state income tax purposes, if available (hereinafter, an "Election"). Each Shareholder and the Company agree to execute and file the necessary forms for making and maintaining en Election, and each Shareholder agrees to deliver to the Company the consent of the spouse of such Shareholder if such consent is required for the Election under any community or marital property laws or otherwise. The Shareholders and the Company agree that they will take such other actions as may be deemed necessary or advisable by counsel to the Company to exercise or maintain the Election. The Shareholders shall maintain the Election unless the Management Shareholders unanimously agree otherwise or in the event that the Board of Directors requests that the Shareholders revoke the Election, in which case the Shareholders shall promptly execute and deliver to the Company such documents as may be necessary to revoke the Election. None of the Shareholders, without the consent of all of the Management Shareholders, shall take any action or position, or make any transfer or other disposition of his shares of the Company which may result in the termination or revocation of the Election. In the event of an inadvertent termination of the Election as described in Section [NUMBER] of the [Code OR LAW] or other applicable law, the Shareholders shall agree to make such adjustments as may be required to continue the Election, as provided in Section [NUMBER] of the [Code OR LAW]

19. Authorization

The Company is authorized to enter into this Agreement by virtue of a resolution of Board of Directors.

20. Notices

Notices and declarations under this Agreement shall be in writing and sent by registered or certified mail, return receipt requested, postage paid, to the Company at its principal executive offices and to Shareholders at their last address as shown on the records of the Company or at such other address with respect to any party hereto as such party shall notify the other Shareholders and the Company in writing in the manner specified herein.

21. Termination

The rights and obligations of the Company and the Shareholders under this Agreement shall terminate upon written agreement of all then existing Shareholders or upon the registration or qualification of any or all of the Common stock of the Company pursuant to Paragraph 9 hereof.

22. Severability

The various provisions of this Agreement are severable from each other and from the other provisions of the Agreement, and in the event that any provision in this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be fully effective, operative and enforceable.

23. Free end Clear of Encumbrances

All Shares sold pursuant to the terms of this Agreement shall be free of any and all liens and encumbrances and accompanied by stock powers duly endorsed in blank.

24. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, executors, administrators, successors and assigns.

25. Governing Law

This Agreement shall be construed and interpreted in accordance with the laws of the [State/Province] of [STATE/PROVINCE] without reference to conflict of laws principles except to the extent that the community or marital property laws of any state would otherwise be applicable to a particular situation, in which event, such community or marital property laws shall apply to the particular situation.

26. Entire Agreement

This instrument contains the entire agreement of the parties and may be changed only by an agreement in writing signed by the Company and all persons then owning Shares.

27. Counterparts

This Agreement may be executed in one or more counterparts each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year set forth below.

COMPANY                                                                    FIRST SHAREHOLDER

Authorized Signature                                                     Authorized Signature

Print Name and Title                                                      Print Name and Title

SECOND SHAREHOLDER                                            THIRD SHAREHOLDER

Authorized Signature                                                     Authorized Signature

Print Name and Title                                                      Print Name and Title

Consent of Spouse

The undersigned being the spouses of Shareholders named in the foregoing Shareholders Agreement (the "Agreement"), hereby acknowledges that:

1. I have read the foregoing Agreement in its entirety and understand that:

1. Upon the occurrence of certain events as specified in the Agreement, the Company, my spouse, and the other Shareholders will have the right to and may be obligated to purchase Shares owned by another Shareholder at a price and on terms and conditions set forth in the Agreement;

2. Any purchase of the Shares of any Shareholder will include his or her entire interest in such Shares and any community property interest and other marital property interest of the spouse of such shareholder; and

3. The Agreement imposes certain restrictions on any attempts by me to transfer any interest I may have in the Company or any Shares of the Company by virtue of my marriage and confers on my spouse the right and obligation to purchase any interest I may have in the Company or any Shares of the Company upon the occurrence of certain events.

2. I hereby approve and agree to be bound to all of the terms of the Agreement and agree that any interest (community property or otherwise) that I may have in the Company or any Shares of the Company shall be subject to the terms of this spousal consent and the Agreement.

3. I agree that my spouse may join in any future amendments or modifications to the Agreement without any notice to me and without any signature, acknowledgment, agreement or consent on my part.

4. I agree that I will transfer or bequeath any interest I may have in the Company or any Shares of the Company by my will, outright and free of trust to my spouse.

5. I acknowledge that I have been advised and have been encouraged to seek independent counsel of my own choosing to represent me in matters regarding the Shareholders Agreement and my execution of this spousal consent.

6. I hereby consent to the Company and my spouse making and maintaining the Subchapter S Election (if applicable) under the Internal Revenue Code, as amended from time to time.

Signature                                                                      Signature

Name – Spouse of First Shareholder                              Name – Spouse of Second Shareholder

Signature                                                                     

Name – Spouse of Third Shareholder