SHAREHOLDERS AGREEMENT

 THIS AGREEMENT made this ___ day of ___________, 200_, by and between [list all shareholders], hereinafter "Shareholders" of XYZ Corp, Inc., hereinafter "Corporation."

RECITALS

WHEREAS, the parties believe it is in their best interest to unanimously agree to the terms below related to the operation, management and control of the Corporation in order to achieve harmonious balance and direction.

AGREEMENT

NOW THEREFORE, the parties agree to the following:

1.         The parties hereto agree to execute a Buy-Sell Agreement between and mutually acceptable by the parties.

2.         For a period of five (5) years from the date of this Agreement, the Shareholders shall, unless one is either no longer a Shareholder, or unable or unwilling to perform as a Director, vote for the following Directors:

LIST

3.         For a period of five (5) years from the date of this Agreement, the Shareholders as Directors shall, unless one is either no longer a Shareholder, or unable or unwilling to perform as an officer, vote for the following officers:

 ______________, President

 ______________, Secretary

 ______________, Treasurer

All four of the above-listed individuals shall be compensated with identical payment and benefits, regardless of the duties fulfilled by the individual. 

4.         Restrictive Endorsements shall be set forth on all the stock certificates for the Corporation which shall set forth that such stock is subject to the Buy-Sell Agreement terms as well as to the voting restrictions contained herein.

 5.        The Corporation shall do its banking business at _________________________ or at such bank or banks as determined in the sole discretion of the Directors.  The signature of any one officer of the Corporation shall be sufficient for checks or drafts up to the amount of Three Thousand Dollars ($3,000.00).  The joint signature of _________________________ will be necessary for any check over the amount of Three Thousand Dollars ($3,000.00).