Shareholder Agreement

This Shareholder Agreement (this "Agreement") is made as of this _ _ _ _ day of _ _ _ _ _ _ _ _, _ _ _ _ (the "Effective Date"), by and among _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, a _ _ _ _ _ _ _ _ _ _ _ _ _ corporation located at _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (the "Company") and each of the individual listed on Schedule A attached hereto (each a "Shareholder" and collectively, the "Shareholders").

1. The Shareholders desire to enter into an Agreement to provide for the management, division of profits, division of assets upon liquidation, and other matters, interests, obligations, liabilities, ownerships, and rights in the Company as permissible by law.

2. The Shareholders believe it is important to provide for substantial restrictions on share transfers, to limit the persons permitted to become shareholders, to provide for participation and/or employment of Shareholders in the affairs of the Company, and to make provisions with respect to the Company and the relationships between the Shareholders to the Company and among themselves.

ARTICLE I - PURPOSE

Shares

1. The Shareholders own all of the outstanding shares of the Company (the “Shares”) in the amounts outlined in Schedule A. All Shares owned by the Shareholders or acquired in the future by any Shareholder shall be subject to this Agreement.

Purpose

2. The Shareholders have entered into this agreement to act together with respect to the management and supervision of the Company.

ARTICLE II - MANAGEMENT

Board of Directors

1. The Board of Directors (the “Board”) shall be equal to the number of Shareholders. Each Shareholder shall have the right to sit on the Board or appoint a member to the Board. The Board shall not be obligated to hold annual, regular or special meetings.

Limitations

2. The Board may not perform any of the following acts without the unanimous written consent of all of the Shareholders:

   1. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Expenses

3. All expenses in connection with the management and organization of the Company will be paid by the Company.

Books and Records

4. The Company shall maintain complete and accurate accounts in proper books of all transactions. The Company shall maintain at its principal office the following:

   1. the full name and last known business or residence address of each Shareholder;

   2. records detailing all capital accounts, including entries for contributions and distributions, ownership interest, and percentage ownership;

   3. a copy of the articles of formation of the Company and any and all amendments;

   4. copies of all federal, State, and local income tax or returns and reports for the six most recent taxable years;

   5. a copy of this Agreement and any amendments;

   6. copies of financial statements of the Company for the six most recent fiscal years;

   7. the books or records as related to the internal affairs of the Company; and

   8. true and full information regarding the status of the business and financial conditions of the Company.

ARTICLE III - DISTRIBUTION OF PROFITS AND LOSSES

Profits/Losses

1. For accounting and tax purposes, net profits or net losses shall be determined on an annual basis. Profits and losses will be distributed in proportion to each Shareholder’s percentage or ownership interest in the Company as set forth in Schedule A.

Distributions

2. The Company shall distribute net income monthly or, if determined as necessary by the Board, at more frequent intervals.

ARTICLE IV - PREEMPTIVE RIGHTS

Restrictions on Transfer

1. No Shares shall be sold, transferred, or pledged other than in accordance with the terms of this Agreement.

Involuntary Transfers

2. Upon the occurrence of any of the following events:

   1. the death of a Shareholder;

   2. the total mental or physical disability of a Shareholder;

   3. the total mental or physical disability of a Shareholder;

   4. the termination of a Shareholder’s employment with the Company; or

   5. the bankruptcy or insolvency of a Shareholder, the Company shall redeem or purchase for cancellation all of the Shares owned by the withdrawing Shareholder within sixty (60) days from the date of the event.

Right of First Refusal

3. If any Shareholder intends to sell or transfer any Shares, such Shareholder shall first offer to the remaining Shareholders the option to purchase the offered Shares at the price and in accordance to the same terms being offered to the third party. The remaining Shareholders shall have _ _ _ _ _ _ _ _ _ _ _ _ _ days to exercise this right of first refusal. If the remaining Shareholders elect to purchase less than all of the offered Shares, the offering Shareholder may sell any remaining Shares to the third party.

Certificates

4. All certificates representing the Shares now owned or hereafter acquired by each Shareholder shall have the following legend conspicuously printed on its face:

   “The shares represented by this certificate are subject to certain restrictions contained in a Shareholder Agreement among the Company and the Shareholders. A copy of the Shareholder Agreement is on file at the principal office of the Company.”

ARTICLE V - TERM AND TERMINATION

Term

1. This Agreement shall be effective and binding upon the parties as of the Effective Date.

Termination

2. This Agreement will terminate in the event one of the following occurs:

   1. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.