AGREEMENT TO RESTRICT TRANSFER OF STOCK
IN
                                                                 
(Name of Corporation)

          AGREEMENT made this           day of                             ,            , among                                                                          (hereinafter Corporation), an                   (state) corporation with its principal office at                      
                                              ,                    (state), and the following individuals (collectively referred to as "stockholders"):

          Whereas, the stockholders are the holders of record and beneficial owners of all shares of the issued and outstanding stock of the only issued class of stock of                                                             (Corporation), an                        (state) corporation, with its principal office at                                                             
                                                                                           and;
          Whereas, Corporation is an "S" Corporation as defined in Section 1361(a)(1) of the Internal Revenue Code of 1986, having filed an election to be an "S" Corporation on the         day of                          ,          , which was effective as of the first day of its taxable year that began on the         day of                          ,          .
          Whereas, the parties desire to continue Corporation "S" election until such time, if any, as the selection is terminated by revocation by the Corporation with the consent of the majority of the shareholders of the Corporation's issued and outstanding stock.
          Whereas, it is the desire of the parties to restrict the transfer of stock.  Now, therefore, the parties agree as follows:

          1. TERM OF THE AGREEMENT: The term of this agreement shall be from and including the         day of                          ,         , through and including the day before the first day that the Corporation is no longer an "S" Corporation.
          2. DEFINITION OF TRANSFER: As used in this agreement, the term "transfer" means any sale, exchange, gift, bequest, or any other beneficial ownership of shares of the Corporation's stock including, without limitation, a transaction that creates any form of joint ownership in the stock between transferor and one or more persons (whether or not that other person is the spouse of the transferor).
          3. PERMITTED INTER-VIVOS TRANSFERS WITHOUT CONSENT OF OTHER SHAREHOLDERS: The following transfers of stock may be made by a stockholder during his/her lifetime without the consent of all or any of the other stockholders of the Corporation.

1. Transfer to Spouse or Children of Stockholder with No Net Increase in the Number of Corporation's Stockholders: A stockholder may transfer any or all of his/her shares to his/her spouse or any one of his/her children provided that immediately after the transfer, the number of the Corporation's stockholders is unchanged from prior to the transfer, as counted by the applicable provisions of the Internal Revenue Code, and the transferee meets all requirements to qualify as an "S" Corporation stockholder.

2. Transfer to Voting Trust: A stockholder may transfer all or any part of his/her shares of stock in the Corporation to a voting trust provided that after the transfer that stockholder remains the beneficial owner of all of the transferred shares.

3. Transfers to Grantor Trust: A stockholder may transfer all or any part of his/her shares of stock in Corporation to a trust ("grantor trust") provided the following conditions are met:

   1. At all times from the date shares of the Corporation's stock are first transferred to the grantor trust through the earlier of the date of the grantor's death or the termination of the trust, the grantor must be treated, under the provisions of Subpart E of Part I of Subchapter 1 of Subtitle A of the Internal Revenue Code as in effect on the date of the transfer, as the owner of the trust.

   2. If the grantor trust is to continue for the grantor's life, then on the death of the grantor, the trust must terminate and all shares of the Corporation's stock held by the trust must be distributed in accordance with Paragraph 6.

3. If the grantor trust can terminate before the death of the grantor, the trust agreement must provide that on the termination of the trust all shares of the Corporation's stock must be distributed to the grantor.

          4. TRANSFERS PERMITTED AFTER STOCK IS OFFERED TO CORPORATION OR OTHER SHAREHOLDERS: A stockholder shall not during his/her lifetime transfer or dispose of any portion or all of his/her stock interest in the Corporation other than as provided for in Paragraph 3 unless he/she shall first offer in writing such stock to the Corporation at a purchase price to be established annually by a majority vote of the Board of Directors. If the stock is not purchased by the Corporation within 90 days of the receipt of the offer, then the stock not so purchased shall be offered for sale at same price and shall be subject to an option on the part of each of the shareholders to purchase, at a minimum, the number of shares proportionate to their current stockholding in the Corporation. The option to purchase stock by the other shareholders must be exercised within 30 days from the time such option became available to the shareholders. If all of the stock of the stockholder desiring to make a disposition thereof is not purchased by the Corporation or other shareholders within 120 days after same is offered for such sale, the selling stockholder shall have the option of selling or transferring his/her stock in the Corporation to any other as follows provided that the stock is not sold or transferred at a price less than the price offered to the Corporation or other stockholders:

1. Transfers of all Shares to United States Citizen: Any stockholder may transfer all, but not less than all, of his/her shares to an individual who is a citizen of the United States at the time the transfer is made provided that the transferor retains no interest in those shares (whether as a joint tenant owner, beneficiary, trustee, creditor, or otherwise) after the transfer.

2. Transfer of Some of Shares to United States Citizen: Any stockholder may transfer less than all of his/her shares to an individual who is a citizen of the United States at the time the transfer is made, provided that the majority of the Corporation's shareholders approve of the transaction and that, immediately after the transfer, the number of the Corporation's stockholders does not exceed the maximum number an "S" Corporation is allowed to have under the applicable provisions of the Internal Revenue Code, as then in effect.

3. Transfers to Trust Owned by Individual Other Than Grantor: A stockholder may transfer all or any part of his/her shares of stock in the Corporation to a trust ("beneficiary trust") provided that the following conditions are met:

   1. One individual ("beneficiary") who is a citizen of the United States must be treated, under the provisions of Subpart E of Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code as in effect on the date of the transfer, as the owner of all the trust at all times from the date the shares of the Corporation's stock are first transferred to the trust through the earlier of the date of the beneficiary's death or the date of the termination of the trust.

   2. If less than all of a stockholder's shares of the Corporation's stock are transferred to the beneficiary trust, and if the beneficiary is not already a stockholder in the Corporation at the time of the transfer, then provided that the majority of the Corporation's shareholders approve of the transaction and that, immediately after the transfer, the number of the Corporation's stockholders does not exceed the maximum number a Sub-S corporation is allowed to have under the applicable provisions of the Internal Revenue Code as then in effect.

   3. If the beneficiary trust is to continue for the beneficiary's life, the trust agreement must provide that, on the death of the beneficiary, the trust must terminate and all the shares of the Corporation's stock held by the trust must be distributed to one individual who is a citizen of the United States.

   4. If the beneficiary trust can terminate before the death of the beneficiary, the trust agreement must provide that on the termination of the trust all shares of the Corporation's stock must be distributed to the beneficiary.

          5. PERMITTED INTER-VIVOS TRANSFERS WITH CONSENT OF OTHER STOCKHOLDERS: A stockholder may make a transfer, not described in Paragraph 3 or Paragraph 4 of this agreement, of all or any of his/her shares of stock in the Corporation to any person who, under the applicable provisions of the Internal Revenue Code in effect at the time of the transfer, is eligible to be stockholder in an "S" Corporation provided all of the following conditions are met:

1. Immediately after the transfer, the number of the Corporation's stockholders does not exceed the maximum number an "S" Corporation is allowed to have under the applicable provisions of the Internal Revenue Code, as then in effect.

2. All persons who are stockholders in the Corporation at the time of the transfer must consent in writing to the transfer.

          6. TRANSFER BY WILL OR BY OPERATION OF LAW AT DECEDENT'S DEATH: Transfer of stock due to the death and/or pursuant to the Last Will and Testament of any shareholders must satisfy the requirement of Paragraphs 3, 4 or 5 of this agreement.
          7. TRANSFERS TO INELIGIBLE PERSONS: Each stockholder agrees to transfer, or attempt to transfer, any shares of stock in the Corporation now owned by that stockholder, or hereafter acquired by that stockholder, to a person who is not eligible to be a stockholder of an "S" Corporation under the provisions of the Internal Revenue Code as in effect at the time of the transfer or attempt to transfer.
          8. TRANSFER OF SHARES IN VIOLATION OF AGREEMENT NULL AND VOID: Any purported transfer of shares of the Corporation's stock made in violation of the provisions of this agreement shall be null and void and the purported transfer shall be declared voidable.
          9. GRANT OF OPTION: A stockholder may not grant, sell, give or, in any way, create in any person any option, warrant or other right (including any "option" to acquire all or any part of that shareholder's shares of the Corporation's stock if that person is not eligible to be a stockholder in an "S" Corporation at the time of the grant, etc.).  A shareholder may not grant, sell, give or, in any way, create in any person who is eligible to be a shareholder in an "S" Corporation any option to acquire all or any part of that shareholder's shares of the Corporation's stock unless the following requirements are met:

1. The option must be in writing.

2. The option must specifically provide that the exercise of the right to acquire stock will be treated as a transfer for purposes of this agreement and that the option may not be exercised if:

   1. The holder, at the time of the proposed exercise, is not eligible to be a shareholder of an "S" Corporation even if the holder was eligible at the time he/she obtained the option, or;

   2. Immediately after the exercise of the option, the number of the Corporation's stockholders would exceed the maximum number an "S" Corporation is allowed to have under the applicable provisions of the Internal Revenue Code, as then in effect. In the event of change in the Internal Revenue Code, this agreement should be modified to appropriately conform in order to maintain the "S" Corporation status.

3. All persons who are stockholders in the Corporation at the time of the grant, etc., of the option must consent in writing to the grant, etc.

          Any purported grant, etc., of an option to a person not eligible to be a stockholder in an "S" Corporation or to an eligible person in violation of any of the above requirements shall be null and void. Any purported exercise of an option for which the grant is null and void shall be ineffective to create any interest in the purported grantee of any shares of the Corporation's stock. Any purported exercise of an option validly granted shall be null and void if that exercise would create any interest in shares of the Corporation's stock in a person not eligible to be a stockholder in an "S" Corporation.
          10. PLEDGE OF STOCK: A stockholder may not pledge, hypothecate, or otherwise create a security interest in all or a part of that stockholder's shares of stock in the Corporation without first obtaining the consent, in writing, of all persons who are stockholders in the Corporation at the time of the proposed pledge, etc.
          11. ENDORSEMENT ON STOCK CERTIFICATE: The following statement shall be legibly stamped on each stock certificate issued by the Corporation during the time this agreement is in effect:
          "None of the shares of stock represented by this certificate may be transferred, no interest in all or any of those shares (whether as owner, creditor or otherwise) may be created, and no right to acquire all or any of those shares may be obtained, except in compliance with the terms of the Stock Transfer Agreement dated the         day of                          ,         , among                                         
                                                                                 and its then stockholders. A copy of that agreement is on file in the office of the Secretary of the Corporation. Any interest created in any of the shares represented by this certificate in violation of the terms of that agreement shall be null and void.
          12. TRANSFERS BOUND BY AGREEMENT: Notwithstanding anything else contained in this agreement, no transfer of shares during the term of this agreement shall be effective to vest any right, title or ownership, in the transferee unless the transferee agrees, in writing, in an instrument filed with the Secretary of the Corporation, to be bound by all of the provisions of this agreement. Without limiting

the foregoing, a transferee, by accepting any transferred shares, shall be deemed to have become a party to this agreement with respect to those transferred shares to the same extent as if that transferee had executed this agreement.
          13. INDEMNIFICATION FOR BREACH: If any stockholder breaches any term of this agreement in a manner that causes the Corporation's Subchapter "S" election to terminate, that stockholder ("indemnitor") shall indemnify each of the other stockholders ("indemnitees") for the amount of that stockholder's share of lost Federal Income Tax benefits resulting from the termination during the period the Corporation is ineligible to make a Subchapter "S" election under the applicable provisions of the Internal Revenue Code.

1. Definition of Federal Income Tax Benefits: For purposes of this Paragraph 13, a stockholder's share of Federal Income Tax benefits equals the excess of:

   1. The stockholder's pro rata share of Federal Income Taxes imposed on the Corporation as a "C" Corporation plus the stockholder's Federal Income Tax on dividend distributions by the Corporation, over

   2. The stockholder's pro rata share of Federal Income Taxes that would have been imposed on the Corporation as an "S" Corporation if it had the same items of income, loss, deduction and credit that a "C" corporation has, plus the amount of Federal Income Taxes that the stockholder would have paid on the items of income, etc., that would have been passed through to the stockholder if it were an "S" Corporation. The Corporation and the stockholders shall make reasonable efforts to mitigate the loss of Federal Income Tax benefits resulting from the termination by seeking to have the termination treated as inadvertent under Section 1352(f) of the Internal Revenue Code. If the termination is not treated as inadvertent, the Corporation and the stockholders shall seek the Secretary of the Treasury's consent to a new election as soon as possible.

          14. BENEFIT: This agreement shall be binding upon and shall insure to the benefit of the parties to this agreement, and their respective heirs, executors, administrators, legal representatives, and assignees.
          15. APPLICABLE LAW: This agreement shall be governed by, and interpreted and construed under and in accordance with, the laws of the State of                   .

          16. MODIFICATION: No modification, rescission, cancellation, amendment, or termination of this agreement shall be effective unless it is in writing and is signed by all parties to the agreement. In the event of change in the Internal Revenue Code, this agreement shall be modified to appropriately conform to preserve its "S" Corporation status.
          17. COUNTERPARTS: This agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one agreement.
          18. NOTIFICATION OF TRANSFER: The corporation must be given written notice not less than 30 days prior to any proposed transfer of stock ownership. Such written notification must include sufficient information to insure that the terms of this agreement will be met by the proposed transfer.
          In witness whereof, the parties have executed this agreement:

          Accepted by the Corporation on this         day of                          ,         .