SHARE PURCHASE AND SECURITY AGREEMENT

This Agreement is made between [CORPORATION'S NAME], a [STATE] corporation ("Corporation"), [SHAREHOLDER #1] and [SHAREHOLDER #2] (collectively referred to herein as the "Shareholders").

WHEREAS, [SHAREHOLDER #1] is the owner of [NUMBER] common shares in the Corporation; and

WHEREAS, [SHAREHOLDER #2] is the owner of [NUMBER] common shares in the Corporation; and

WHEREAS, the parties to this Agreement believe that it will be in their best interests to impose partial restrictions on the transfer of shares of common stock in the Corporation ("Common Stock").

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

Section 1. Restrictions on Transfer. No Shareholder shall transfer any Common Stock, except as expressly permitted by this Agreement. For purposes of this Agreement, "transfer" shall be construed as broadly as the law shall allow, and shall include any change of legal or beneficial ownership with respect to any shares of Common Stock or the creation of a security interest by any means. Any transfer made in connection with the foreclosure of a security interest shall constitute a separate transfer.

Section 2. Additional Shares. The Shareholders agree that any additional shares of Common Stock acquired by any Shareholder shall also become subject to this Agreement.

Section 3. Sale to Third Parties.

3.1 A Shareholder may not transfer all, or any portion of such Shareholder's Common Stock to any person without transmitting an Offer to both the Corporation and all other Shareholders who are parties to this Agreement with respect to the Common Stock, or any portion thereof, that the Shareholder proposes to transfer. "Offer" means the written notice by the Shareholder specifying all of the following:

(i) The Shareholder's intention to transfer shares;

(ii) The number of shares of Common Stock that the Shareholder proposes to transfer;

(iii) The name, address, and telephone number of the proposed transferee;

(iv) The price that the transferee proposes to pay to the Shareholder for each share of Common Stock to be transferred, as well as all other terms and conditions of the proposed transfer; and

(v) The date of the Offer.

3.2 Within 30 days after receipt of the Offer, the Corporation may purchase all, or a number less than all, of the shares of Common Shares proposed to be transferred. Such purchase shall be at the same price, and under the same terms and conditions, as the Offer.

3.3 If the Corporation fails to purchase the shares of Common Stock as provided herein, then within 45 days after receipt of the Offer, and at the purchase price and on the same terms and conditions as the Offer, the some or all of the other Shareholders who are then parties to this Agreement may elect to purchase all of such Common Shares of the Corporation. Such purchase shall be allocated among the Shareholders electing to purchase such shares of Common Stock in such proportion as such Shareholders shall agree among themselves, or in the event that such Shareholders are unable to agree, then in proportion to the number of shares of Common Stock owned by the Shareholders electing to purchase the Common Stock on the date of the Offer.

3.4 If the Common Stock offered by the transferring Shareholder are not purchased by the Corporation or by the other Shareholders within the time periods specified above, the transferring Shareholder may transfer the Common Stock to the transferee, provided, however, that said transfer must otherwise complies with any restriction on transfer contained in the Corporation's articles of incorporation and/or bylaws and that the proposed transferee agrees to sign an agreement containing substantially the same terms as are contained in this Agreement.

Section 4. Forced Sale between Shareholders. [APPLICABLE IF THERE ARE ONLY TWO SHAREHOLDERS]

4.1 At any time prior to the death of a Shareholder, either Shareholder may notify the other Shareholder of the first Shareholder's desire to reduce the number of shareholders of the Corporation to one. The notice, delivered in accordance with requirements for a notice described in this Agreement, shall contain a price per share for the Common Stock, the terms of payment, and such other commercially reasonable terms as the first Shareholder shall desire ("First Notice"). Upon receipt of the First Notice, the second Shareholder shall have sixty (60) days to notify the first Shareholder ("Second Notice") either: (i) that the second Shareholder desires to purchase all shares of Common Stock owned by the first Shareholder for such price per share and upon such terms; or (ii) that the second Shareholder desires to sell to the first Shareholder all shares of Common Stock owned by the second Shareholder for such price per share and upon such terms as described in the First Notice. The decision of the second Shareholder, as set out in the Second Notice and delivered in accordance with requirements for a notice described in this Agreement, shall be binding upon both Shareholders.

4.2 In the event that the second Shareholder does not deliver the Second Notice to the first Shareholder within said 60 days, the first Shareholder may, within the following 30 days, notify the second Shareholder ("Third Notice") either (i) that the first Shareholder desires to purchase all shares of Common Stock owned by the second Shareholder for such price per share and upon such terms as described in the First Notice; or (ii) that the first Shareholder desires to sell to the second Shareholder all shares of Common Stock owned by the first Shareholder for such price per share and upon such terms as described in the First Notice. The decision of the first Shareholder, as set out in said Third Notice and delivered in accordance with the requirements for a notice described in this Agreement, shall be binding upon both Shareholders.

4.3 If neither the first Shareholder nor the second Shareholder has so notified the other Shareholder of an election to buy or sell within the periods set forth herein, the rights created by the First Notice shall lapse. This procedure can be initiated again, however, by either Shareholder at any time, except however, any Shareholder who delivers a First Notice may not again deliver a First Notice within [TIME PERIOD] from the date of the previous First Notice.

4.4 Each Shareholder hereby grants the other Shareholder a security interest in such Shareholder's own shares of Common Stock to assure compliance with the provisions of this Agreement. In the event of a breach of this Agreement by either Shareholder, the non-breaching Shareholder may enforce this Agreement pursuant to Article 9 of the Uniform Commercial Code and/or may seek any other remedy provided by law.

Section 5. Mandatory Purchase on Death by Corporation or Shareholders.

5.1 Within a period commencing with the death of any Shareholder, except the death of the last surviving shareholder of the corporation regardless of whether or not such last surviving shareholder is a party to this Agreement, and ending upon the earlier of (i) 180 days following the qualification of that Shareholder's personal representative, or (ii) [NUMBER] days following the death of such Shareholder, the Corporation shall purchase and redeem all the shares of Common Stock owned by the decedent Shareholder's on the date of death of such decedent Shareholder at the price of $[PRICE] per share.

5.2 If during said period the Corporation does not have sufficient capital available to permit it lawfully to purchase any or all of such shares of Common Stock, then within 30 days after the end of said period, the remaining Shareholders who are then parties to this Agreement shall purchase all of the decedent Shareholder's shares of Common Stock that the Corporation is legally unable to purchase at the price per share provided in this Agreement on the following terms:

(i) A down payment of twenty-five percent (25%) of such purchase price shall be paid on the date on which the remaining Shareholders purchase the shares; and

(ii) The balance of such purchase price shall be paid in thirty-six (36) equal monthly installments, including interest at a fixed rate equal to the lowest applicable federal rate (as such term as defined by Section 1274(d) of the Internal Revenue Code of 1986, as amended) for the month on the date that such shares of Common Stock are purchased by the remaining Shareholders. Interest shall be compounded annually. Notwithstanding the foregoing, in the event the obligation is a "qualified debt instrument" (as such term is defined in Section 1274A of the Internal Revenue Code of 1986, as amended), the interest rate on the note shall not exceed nine percent (9%) per annum, compounded annually. Such installment payments shall commence on the last day of the month following the date on which the remaining Shareholders purchase the shares of Common Stock, and equal payments shall be made on the last day of each month thereafter until the purchase price is paid in full, except that the final payment shall be in an amount equal to the remaining amount due. All, or any part, of the unpaid balance of the purchase price may be prepaid without penalty at any time. On the date of the purchase of such shares, the purchasing Shareholder or Shareholders of such shares shall deliver to the decedent Shareholder (or such decedent Shareholder's Legal Representative) a promissory note evidencing the unpaid balance of the purchase price containing the payment terms herein provided. Such promissory note shall contain commercially reasonable terms, such as the right to accelerate the balance in the event of default and the right to reasonable attorney fees in the that collection efforts are commenced after default.

(iii) Such purchase shall be allocated among the Shareholders required to purchase such shares of Common Stock in such proportion as such Shareholders shall agree among themselves, or in the event that such Shareholders are unable to agree, then in proportion to the number of shares of Common Stock owned by such Shareholders on the date of the decedent Shareholder's death.

5.3 Nothing in this Section shall preclude the parties to the sale from agreeing to transfer property (other than cash or promissory notes) as partial or complete consideration for the payment of the purchase price.

5.4 The Corporation shall apply for a policy of insurance on the life of each Shareholder to enable it to purchase the shares of Common Stock of such Shareholder. Each Shareholder agrees to do everything to cause a policy of life insurance to be issued pursuant to such application. The Corporation shall be the owner of any policy or policies of life insurance acquired pursuant to the terms of this Agreement. If any Shareholder sells all the shares of Common Stock owned by such Shareholder during such Shareholder's lifetime, or if this Agreement is terminated as provided herein, such Shareholder shall have the right to purchase any policy or policies insuring such Shareholder's life that are owned by the Corporation. The purchase price for the life insurance policy or policies shall be the interpolated terminal reserve value of such policy or policies as of the date of sale, less any existing indebtedness against such policy or policies, plus that portion of the premium or premiums on such policy or policies paid prior to the date of sale which cover a period beyond the date of sale. Such right of purchase must be exercised by the Shareholder within 90 days after such sale of shares or the termination of this Agreement. Upon exercise of such right, the insured Shareholder shall deliver the purchase price for the life insurance policy or policies to the Corporation, and the Corporation shall simultaneously execute and deliver to the Shareholder all the documents that are required to transfer ownership of the policy or policies. If such right of purchase is not exercised within such 90-day period, the Corporation may make whatever disposition of the life insurance policy or policies it shall deem proper.

Section 6. Endorsement of Certificates. Each certificate representing shares now, or hereafter, held by the Shareholders shall be inscribed substantially as follows:

Section 7. Term. This Agreement shall terminate upon the voluntary written agreement of all parties who are then bound by the terms of this Agreement. Upon termination of this Agreement, the Shareholders shall surrender to the Corporation their certificates and the Corporation shall issue to them a certificate representing an equal number of shares, but without the endorsement set forth in Section 6.

[ADD RELEVANT SECTIONS FROM FORM 125, DATE & SIGNATURE LINES]