Agreement, made................day of..............,

19.., by and between......................, and.........

all of the Borough of the............, City of..............

and State of..................

Whereas the parties hereto are the sole stockholders in the corporations known as................and..........

......, both incorporated under the Laws of the State of

................, each of the parties hereto owning an equal undivided............interest in the share stock of the said corporations, and....................

Whereas the said parties hereto are also the officers and directors of the said corporations, and each of them is actively engaged in the business of the said corporation,

Now, therefore, the parties hereto, in consideration of the premises, and of..............dollars........, by each to the other in hand paid, the receipt whereof is hereby acknowledged, do hereby agree to and with each other as follows:

1. Neither of the parties hereto shall become endorser of any note or surety upon any bond without the written consent of the other parties to this agreement.

2. The parties hereto and each for himself does hereby covenant that he will not hypothecate, sell or convey, any part of his stockholdings in either of said corporations aforesaid to any person, firm or corporation, excepting upon the performance of the following terms and conditions: Such stockholder or stockholders who shall desire to continue in the management of either of said corporations, or both of them, shall have the option, for a period of not exceeding thirty days, to purchase said share or shares of stock at the market value thereof, to be determined in manner as follows, to wit: a. The assets shall be valued at the book value to be fixed by an immediate inventory thereof.

b. The good will of.....................shall be estimated by taking the average yearly profits during the previous

.......... years and multiplying the same by..........

No good will shall be allowed for the holdings of the..........

c. The value of the assets shall be added to the value of the good will as above set forth, and such resultant sum shall be the total sales value of the share stock of the said corporations.

d. The retiring stockholder shall then be paid by the continuing stockholder such sum or sums as his stock shall then be deemed worth per share, upon the basis of value ascertained in subdivisions I, II and III of paragraph "second " hereof. Such purchase price of stock in............to be paid therefor, not later than........years from the date of sale, with interest at......% per annum, the stock sold to be security for the purchase price until fully paid, but it shall be deposited in escrow with some bank or trust company agreeable to the parties. As to................, the price shall be paid under like terms and conditions, but within ................years of sale.

e. Real estate assets shall be valued by an appraiser to be selected by the unanimous choice of the parties hereto, or in the alternative, by a board of.........., ..........to be selected by each, and the decision of..........of such appraisers shall be binding.

3. In the event of the death of either party hereto, the stock held by the decedent shall be immediately offered to the remaining stockholder or stockholders, who shall, within ........days accept or reject such offer, and upon acceptance thereof, the price and manner of payment shall be as set forth in paragraph "2" hereof.

4. In the event of the withdrawal, resignation or death of either of the parties hereto, any salary or salaries received by him from the said corporations shall immediately cease.

5. It is expressly agreed by the parties hereto, that they will not make or enter into any agreement, or contract with others that would tend to amend, alter, rescind or abrogate the provisions hereof, nor will they make any will, deed of gift, or other testamentary document in contravention of its terms.

6. This agreement shall be binding upon the heirs, executors and administrators of each of the parties hereto.

In Witness Whereof the parties hereto have hereunto set their hands and seals the day and year first above written.

(Signed).....................

In presence of:

................................