CORPORATE NAME ADDRESS PHONE/FAX

DATE: General agreement between owners of company name, a corporation incorporated in the state of Texas. The ownership of the shares of the corporation will be divided as follows: Jaime MacInnis 51% Other names and percentages. Officers of the Corporation: Jaime MacInnis Name Name Name

President Vice President Secretary (or Secretary/Treasurer) Treasurer (if different from Secretary)

Employee Profit Sharing Agreement: This section is optional and only applies to profit sharing of employees, NOT OWNERS. You can set a certain percentage of Net Corporate Profit (we used 10%) to be divided up for all employees as bonuses at the end of the year. The bonus amount per employee is based on their percentage of the total salaries paid over the prior year by the corporation. Repayment of Debt: If there has been any money or value paid into the corporation for StartUp expenses or similar assets paid in, you can require that this corporate indebtedness be paid back before any bonuses or dividends are generated. Buy-Sell Agreement: (Some companies have cross-purchase insurance policies where each partner buys insurance on the other partners. In the case of the death of a partner, the insurance pays an amount equal to the purchase of the deceaseds ownership. There has to be an agreement that the partners or corporation will definitely buy the ownership, and the estate of family of the deceased partner will definitely sell at a given price or formula. The partner and the partners wife, if any, signs this agreement in that case.)

In addition to the optional cross-purchase plan, the buy-sell part of this agreement can address what happens to the stock if a partner wants to leave the business for any reason. Ours read as follows: In the event of the death or demise of any of the owners of the corporation, or if an owner desires to leave the corporation, this agreements sole intent is to leave the ownership of the corporation with the original owners. The schedule of the buy-out of the shares is as follows: In the event of the death or demise of Candace M. Zillweger, her stock will automatically be offered for sale to George Mayes. If she should desire to dissolve her interest in the corporation, her stock will be offered first to George Mayes. If he declines, then it will be offered for sale to Mark Healy for purchase second. If he declines, it will be offered for sale to John Reeder third. If all parties decline, then it may be offered for sale outside the company. All proceeds of such sale of stock would be assigned to Candace M. Zillweger or the estate of Candace M. Zillweger. [We had similar paragraphs for each partner, with George and Candace getting first right of refusal to stock equally, then Mark, then John.] The valuation of the purchase price is to be determined by the shareholders total percentage of ownership multiplied by [we had a formula based on service revenue over the last 12 months]. The above terms are agreed upon by all shareholders of the corporation and their spouses, as indicated by signature below.

_________________________________ NAME OF PARTNER _________________________________ NAME OF PARTNERS SPOUSE

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