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STOCK AGREEMENT



This Stock Agreement (the Agreement) is made and effective [DATE]


BETWEEN:  [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]


AND:  [STOCKHOLDER NAME] (the "First Stockholder"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


AND:  [STOCKHOLDER NAME] (the "Second Stockholder"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


RECITALS

The above-named stockholders desire to assure continuity of ownership of the Company.

The stockholders, after mutual consultations, have agreed, in order to insure such continuity, to restrict the sale or transfer of shares of the Company, both during the lifetime and at the death of any of the stockholders.

For the reasons above set forth, and in consideration of the mutual covenants and promises of the parties hereto, the Company and the stockholders agree as follows:


FIRST RIGHT OF PURCHASE IN COMPANY

If any stockholder shall, during the stockholders lifetime, desire to sell or transfer all or any part of the stockholders shares of stock in the Company, the stockholder shall first offer to sell the above-mentioned shares to the Company at a price per share equal to the then book value of each of the shares as of the last day of the calendar month next preceding the date the shares are offered for sale. Book value shall be determined by the independent certified accountants for the Company and such valuation shall be in accordance with generally accepted accounting principles consistent with the method of accounting then employed by the Company and shall be binding on the parties.


OFFER TO OTHER STOCKHOLDERS IF CORPORATION DOES NOT PURCHASE

The offer to sell shall be communicated in writing by the selling stockholder to the board of directors of the corporation and to all other stockholders, and the corporation shall have a period of [NUMBER] days after receipt of such notice in which to exercise its rights to purchase the shares at a price determined as specified in Section One. If the corporation shall refuse or neglect to notify the selling stockholder in writing of its intention to purchase the shares within the [NUMBER]-day period, or if the corporation is prohibited by law from making such a purchase or redemption, the selling stockholder shall then notify in writing the other stockholders of the stockholders intention to sell and the number of shares offered for sale and the other stockholders shall have an additional period of [NUMBER] days within which to accept the offer to sell on the same terms and conditions as offered to the corporation, each of the other stockholders having the right to purchase the number of shares owned by the selling stockholder equal to such purchasing stockholders proportionate ownership of the corporation immediately prior to the receipt of such offer to sell.


STOCKHOLDERS RIGHTS IF NEITHER CORPORATION NOR OTHER STOCKHOLDERS EXERCISE OPTION

If neither the corporation nor the other stockholders elect to purchase the shares within the time limited on the terms set forth above, the stockholder desiring to sell or transfer his or her shares shall be free to do so to any other person or corporation free of any restrictions provided herein; provided, however, that such sale or transfer shall not be on terms less favorable to the selling stockholder unless the less favorable terms are re-offered to the corporation and/or the other stockholders as herein provided. If the sale or transfer to any other such person or corporation is not completed within [NUMBER] days after the expiration of the periods of time set forth in this agreement, the selling stockholder must, before making any subsequent sale or transfer, re-offer the shares to the corporation and/or the other stockholders as provided in this agreement.


CLOSING OF SALE

The closing of the sale and transfer of such shares to the corporation or to the other stockholders of the corporation shall take place within [NUMBER] days after the acceptance of the selling stockholders offer to sell and the purchase price so determined shall be paid by the purchasers to the seller by means of a promissory note due [NUMBER] years from date, bearing interest at the rate of [%] per annum on the unpaid principal balance, principal payable in full at the end of the [NUMBER]-year term, plus interest. Such promissory note shall permit prepayment at any time without penalty.

Simultaneously with such payments, the stock of the selling stockholder shall be delivered to the purchaser in such form as to effectively transfer such shares, at which time such selling stockholders rights as a shareholder of the corporation shall cease to exist as to the shares so transferred.


DEATH OF STOCKHOLDER

On the death of a stockholder named above, the corporation shall purchase and the estate or personal representative of the deceased stockholder shall sell the decedents stock in the corporation for a consideration equal to the book value of such stock as established by the accountants for the corporation as herein provided above. In the event the corporation is then prohibited by law from making such purchase or redemption of the decedents shares of stock in the corporation, the then surviving stockholders of the corporation shall purchase and the decedent's estate shall sell all of the shares of stock owned by the decedent on the date of his or her death at the same price and on the same terms and conditions as set forth above. In the event of the survival of two or more stockholders of the corporation; each shall be jointly and severally liable to the decedent's estate for the purchase price, but as between them they shall share such liability in the ratio that the number of the shares of stock respectively owned by them at the time of the decedents death bears to the aggregate number of such shares and the shares of stock owned by the decedents estate shall, in like manner, be apportioned between them based on their proportionate ownership of the shares of stock of the corporation at the date of the decedent's death. The closing of the sale and purchase of the shares by the corporation or, in the event of its inability to complete the purchase by the surviving stockholders shall be made within [NUMBER] months after the date of the deceased stockholders death. In making the valuation of the shares, the accountants for the corporation shall determine the book value as herein provided as of the end of the calendar month next preceding the date of the decedents death.


LEGEND ON STOCK CERTIFICATE

No stockholder of the corporation shall sell or offer to sell to a person not a party to this agreement, nor transfer or assign any of his or her right, title, or interest in or to any stock owned by the stockholder during the stockholders lifetime nor shall a stockholders heirs, personal representatives, successors, or assigns make any such sale or transfer of such shares after the death of any of the stockholders except in accordance with the terms and conditions of this agreement. Certificates of stock subject to this agreement shall be endorsed as follows: This certificate of stock is subject to a stock purchase agreement between its owners, the issuing corporation, and the other stockholders thereof, dated [DATE] and is transferable only in accordance with the agreement.


TERMINATION OF AGREEMENT

This agreement shall terminate and become null and void on the occurrence of any of the following events:

Cessation of the corporate business or enterprise during the lifetime of the stockholders;

Bankruptcy or receivership or dissolution of the corporation;

Death of the stockholders simultaneously or within a period of [NUMBER] days, one from the other; or

Mutual agreement of termination executed by all of the stockholders of the corporation and shown in the minute book.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. 

COMPANY            FIRST STOCKHOLDER



                          
Authorized Signature  Authorized Signature

                          
Print Name and Title          Print Name and Title


SECOND STOCKHOLDER



            
Authorized Signature  

              
Print Name and Title

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