BUY-SELL AGREEMENT This agreement is made as of the _____ day of _______________, by and between________________________________________[NAME OF CORPORATION], a________________________________________[STATE OF INCORPORATION] corporation (the"corporation"), and ________________________________________[NAMES OF ALL THESHAREHOLDERS](collectively, "Shareholders"; individually, a "Shareholder"). Recitals WHEREAS, the Shareholders are or will be the principal executive officers and soleshareholders of the Corporation, and WHEREAS, the parties in furtherance of the interests of the Corporation desire to establishconsistent and harmonious policies and to assure continuity of management by persons who have apropriety interest in the Corporation and continuity of stock ownership by persons licensed to practicethe profession of _____________________[SPECIFY]. NOW, THEREFORE, in consideration of the promises and mutual covenants containedbelow, the undersigned do agree with each other as follows: Sale of Shares 1. On the Purchase Date established in this agreement, on the happening of any of thefollowing events: (a) the death of a Shareholder, (b) the disqualification of a Shareholder from thepractice of __________[TYPE OF PROFESSIONAL PRACTICE], (c) the permanent disability orincapacity of a Shareholder rendering him or her unable to practice __________[TYPE OFPROFESSIONAL PRACTICE], or (d) the complete cessation of employment of a Shareholder by theCorporation for any other reason, the Corporation shall purchase and the Shareholder or the estate ofthe deceased Shareholder shall sell to the Corporation at the price set forth in Paragraph 11, all of theshares in the Corporation legally or beneficially owned by the Shareholder or by his or her estate at thetime of the occurrence of any of the above events. Transferability of Shares 2. To assure the Corporation the benefit of this Agreement, no Shareholder or theShareholders heirs, executors, or administrators shall sell, exchange, give, transfer, pledge,hypothecate, or otherwise dispose of any share in the Corporation or any interest in the shares exceptas provided in this Agreement. Method of Sale 3. After the occurrence of any of the events specified in Paragraph 1, and prior to the PurchaseDate, the Shareholder whose shares are being sold pursuant to this Agreement or the Shareholdersestate shall deliver to the Corporation the certificates for the shares accompanied by an assignment andpower of attorney in blank or properly endorsed for transfer, and the Corporation shall pay the>>>> 2Shareholder or the Shareholders estate the price set forth in Paragraph 11. Thereafter, theCorporation shall cause the purchased shares to be retired. Terms of Payment on Death of Shareholder 4. If the Shareholder has died, the terms of payment shall be as follows: If the proceeds of anylife insurance policy on the life of the deceased Shareholder owned by the Corporation are equal to orexceed the purchase price of the shares of the deceased Shareholder, the purchase price shall be paid incash on the Purchase Date. If the proceeds of any life insurance are less than the purchase price, thetotal proceeds from the insurance on the deceased Shareholders life shall be paid on the Purchase Dateto the deceased Shareholders estate, plus such additional amount of cash, if any, as shall be required tomake the payment to the deceased Shareholders estate equal to at least one-fifth (1/5th) of thepurchase price, and the balance of the purchase price shall be paid in sixty (60) equal monthlyinstallments beginning one (1) year after the date of the first payment. The obligation to pay shall beevidenced by the Corporations promissory note providing for the payment of the balance in sixty (60)equal monthly installments commencing one (1) year from the Purchase Date bearing interest at therate determined pursuant to Paragraph 15 on the unpaid balance. The obligation to pay shall bepersonally guaranteed by the surviving Shareholder(s). The Corporation shall have the right to prepayany promissory note, in whole or in part, at any time without penalty. Terms of Payment on Occurrence Other Than Death 5. If some event specified in Paragraph 1 other than death of a Shareholder has occurred, thepurchase price shall be paid over a period of years, evidenced by the Corporations promissory noteproviding for the payment of the purchase price in ten (10) equal annual installments commencing one(1) year from the date of delivery of the certificates to the Corporation and bearing interest, from thedate of delivery, at the rate determined pursuant to Paragraph 15 on the unpaid balance Payment of thenote shall be personally guaranteed by the remaining Shareholder(s). The Corporation shall have theright to prepay any promissory note, in whole or in part, at any time without penalty. Consolidation of Debts 6. On the purchase by the Corporation of shares from a Shareholder or a Shareholders estatein accordance with this Agreement, the Corporation shall also be required to and shall proceed asfollows with respect to any indebtedness of the Corporation to the Shareholder: (a) As to all such indebtedness to the Shareholder, whether or not evidenced by promissory notes or other evidence of indebtedness of the Corporation, the Corporation shall deliver to the Shareholder or the estate of a deceased Shareholder (and thereupon any outstanding promissory notes or other evidences of indebtedness of the Corporation to said Shareholder shall be canceled) its nonnegotiable promissory note in the principal amount equal to the indebtedness, including any accrued interest thereon. >>>> 3 (b) The nonnegotiable promissory note shall be payable to the order of the Shareholder or the administrator or executor of a deceased Shareholders estate, shall be dated as of the date ninety (90) days after the occurrence of the event causing sale of the Shareholders shares, shall be payable in five (5) equal annual installments, and shall bear interest at the rate determined pursuant to Paragraph 15 on the unpaid balance from the date of the event causing sale of the Shareholders shares. The first installment shall be due and payable one (1) year from the date of execution of the note. The Corporation shall have the right to prepay the note, in whole or in part, at any time without penalty. Payment of the note shall be personally guaranteed by the remaining Shareholder(