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Business & legal English Templates

Prepared by Tareq Al-SomairiTranslator & Accountant

My site: http://www.tareqaccountant.net.tc/[email protected]

Mobile:+967 735077722Sana'a, Yemen

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mailto:[email protected]

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TABLE OF CONTENTS Page

(Legal Marriage Contract)......................................................................................6(Marriage Affirmation )...........................................................................................7Copy of Marriage Entry...........................................................................................8MARRIAGE CONTRACT DOCUMENT...............................................................9DIVORCE ATTESTATION DOCUMENT..........................................................10Divorce...................................................................................................................11Subpoena................................................................................................................12Vehicle Driving Training License.........................................................................14Loss of Passport.....................................................................................................15Residence Renewal................................................................................................16Translation services Quotation.............................................................................17Visa to Ethiopia......................................................................................................18Entry Visa...............................................................................................................19General Medical Certificate..................................................................................20General Medical Checkup.....................................................................................21General Age Certificate........................................................................................22Legal Power of Attorney......................................................................................23Faculty of Commerce & Economics.....................................................................24Graduation Certificate...........................................................................................25Criminal Status Sheet............................................................................................26Secondary School Final Examination Result......................................................28Birth Entry Copy....................................................................................................29Birth Certificate.....................................................................................................31Personal I.D card...................................................................................................32Driving License......................................................................................................33Death Certificate....................................................................................................34Certificate of Good Conduct..................................................................................35Balance Sheet.....................................................................................................36C.V..........................................................................................................................38C.V..........................................................................................................................38Resume...................................................................................................................39Joint Venture Agreement.................................................................................40Employment Agreement..................................................................................43EMPLOYMENT AGREEMENT.........................................................................46EMPLOYMENT AGREEMENT.........................................................................48TOP....................................................................................................................49LEASE AGREEMENT........................................................................................50Renter Lease Form - Property Lease Form................................................56Proxy.....................................................................................................................58Automobile Rental Agreement.......................................................................59Articles of Incorporation..................................................................................61

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Construction Contract - Construction Forms............................................63General Power of Attorney..............................................................................65Letter of Resignation........................................................................................66Buy-Sell Agreement..........................................................................................67General Release.................................................................................................74Affidavit................................................................................................................75Promissory Note Business Form Template................................................76Minutes of the Annual Meeting of the Board of Directors......................79Contract 1, Goods..............................................................................................80Contract 2, Goods..............................................................................................81Contract For Sale and Purchase....................................................................82Agreement with Accountant...........................................................................85Letter of Appreciation to Employee..............................................................87Shareholders Agreement.................................................................................88Agreement Between Owner and Construction Contractor....................90Rent Receipt Business Form..........................................................................93Subscription Agreement..................................................................................94SECURITY AGREEMENT.....................................................................................95Equipment Maintenance Agreement............................................................97Equipment Leasing Agreement.....................................................................99Consignment Agreement...............................................................................100Special Power of Attorney.............................................................................101Property Management Agreement Business Form................................102Lease Agreement For Furnished House....................................................104Option Agreement For Purchase Of Real Property................................106Employment Information Form..........................................................................110Bylaws Shareholder Meeting........................................................................111Sale of Motor Vehicle......................................................................................116Contract For Purchase and Sale..................................................................117Cash flow statement.............................................................................................124Mortgage Agreement Form.................................................................................125JOINT VENTURE AGREEMENT....................................................................130LEASE OF PERSONAL PROPERTY...............................................................133MORTGAGE DEED...........................................................................................135GENERAL RELEASE........................................................................................138MUTUAL RELEASE..........................................................................................139INDEMNITY AGREEMENT.............................................................................141RELEASE (INDIVIDUAL).................................................................................142MUTUAL RESCISSION OF CONTRACT........................................................143COVENANT NOT TO SUE................................................................................144Sale of Goods Agreement....................................................................................145GENERAL POWER OF ATTORNEY...............................................................147ASSIGNMENT OF CONTRACT.......................................................................151ASSIGNMENT OF ASSETS..............................................................................152ASSIGNMENT OF MORTGAGE......................................................................154

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NOTICE OF ASSIGNMENT..............................................................................154Petition for Change of Name of Adult................................................................156Power of Attorney by Husband and Wife...........................................................157SECURITY AGREEMENT.................................................................................161GUARANTY.........................................................................................................163DEMAND FOR PAYMENT..............................................................................165DISPUTED ACCOUNT SETTLEMENT...........................................................166PROPERTY MANAGEMENT AGREEMENT...............................................167PARTNERSHIP AGREEMENT........................................................................169ARTICLES OF ORGANIZATION....................................................................171OPERATING AGREEMENT............................................................................172GENERAL AGREEMENT.................................................................................185ADVERTISING AGENCY AGREEMENT........................................................186SALES REPRESENTATIVE AGREEMENT.................................................191Bill of Sale of Personal Property (Sold As-Is)..........................................201Bill of Sale of Personal Property (Sold with Warranty).........................203BILL OF SALE OF BUSINESS.........................................................................205AGREEMENT TO SELL BUSINESS................................................................206Residential Lease Agreement......................................................................208NOTICE OF DISMISSAL..................................................................................216WARNING NOTICE...........................................................................................217DISCIPLINARY NOTICE..................................................................................218NOTICE OF TERMINATION DUE TO WORK RULES VIOLATION..........220PAYROLL DEDUCTION AUTHORIZATION.................................................221Agreement to Sublease/Sublet....................................................................222Commercial Lease Agreement.....................................................................225MARITAL SETTLEMENT AGREEMENT......................................................234COMPLAINT FOR DIVORCE..........................................................................252FINAL NOTICE BEFORE LEGAL ACTION..................................................256LANDLORD'S NOTICE TO VACATE..............................................................257NOTICE TO VACATE FOR NON-PAYMENT OF RENT..............................258CONFIDENTIALITY AGREEMENT...............................................................259Articles of limited partnership.............................................................................262GENERAL PARTNERSHIP AGREEMENT....................................................267Employment agreement.......................................................................................284Automobile—In general......................................................................................286Rental agreement.................................................................................................290Building contract.................................................................................................293Agreement between contractor and subcontractor.............................................296Illustrative agreements........................................................................................299Security deposit....................................................................................................300Lease of warehouse..............................................................................................301COMMERCIAL LEASE.....................................................................................302SELLER'S AGREEMENT TO REPURCHASE................................................305EMPLOYMENT CONTRACT (SALES)............................................................306

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HUSBAND AND WIFE-TERMINATION BY DIVORCE...............................314NOTICE TO CORRECT CREDIT.....................................................................315GENERAL AFFIDAVIT.....................................................................................316POLYGRAPH CONSENT...................................................................................317BALLOON NOTE...............................................................................................318RECEIPT.............................................................................................................319Formation of the Company...........................................................................320Auditor's Report...............................................................................................323References.....................................................................................................326

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In the Name of Allah The Compassionate, The Most Merciful TOP

Republic of Yemen No.:Ministry of Justice Date: 1st Rabia Thani,1430 H.General Dept. of Corr.: 28/03/2009Notarization & Registration

356871 ( Legal Marriage Contract )

Allah, The Almighty said: “Of his miracle that he created for you out of yourselves spouses to shelter with, and he made among you affection and kindness”.

The Prophet of Allah, His prayers and peace be upon him, said: “Get married, get descendants, I will be proud of you before other nations at the Resurrection Day”.

On, the seventh day of Dhil Hajja 1406 A.H corresponding to 13/08/1986 A.D.It took effect before us, Notarization & Registration Office – Aden Gov., holding --- card No. (----) issued in the ---- ---, on ------, the legal marriage contract between Mr. SAMEH AMIN ALBARATI, Yemeni Nationality , born in 1964 in Aldahkla, Alshaer District, Governorate of IBB, holding ID card No. (4545488), issued from Lahj, on 09/03/2004 and Miss HUDAILA NASSER OBAID, Yemeni Nationality, born in 1969, in Kadan labous village District of Yafea, Lahj Governorate. After her acceptance (consent) legally considered both parties of the contract (contracted for them) being free of Legal (Shariah) apparent prohibitions; the contract concluded by the closest relative who is her father, Mr. Nasser Obaid Ali Mohammed, holder of Personal ID Card No. (454546), dated 14/05/1996, issued in Lahj, on grounds of his legal Guardianship on her, that is done in response to the Holy Qura’an and the Sunnah of the Prophet of Allah, His prayers and peace be upon him, and on the agreed dowry (Agreed upon ) paid at the contract conclusion to her legal guardian and “deferred dowry” agree upon on legally considered consent of her husband Thereby, the contract concluded legally correct on the grounds mentioned hereunto, in the presence of the Witnesses: Mr. Qassem Musa Saleh Qirwash and Mr. Khalid Mohammed bin Mohammed AlQumali. God blesses and almsgiving to this contract of marriage.

Dated: 1st Rabia Thani,1430 A.H corresponding to 28/03/2009 A.D.Entry at Authentication Department

Name of Court No. Date Signature & stampNotarization & Registration

Office – Aden Gov29 28/03/2009 (signed)

Contract Writer : Fawziah Abdo(signed)

* Seal of Notarization & Registration Office – Aden Gov* Authenticated , sealed and signed by the Foreign Ministry, Aden Office, Republic of Yemen.* Authenticated and sealed by the Appeal Court , Notarization and Registration Office, Aden Gov.- Ministry of Justice

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TOP

In the Name of Allah The Compassionate, The MercifulRepublic of Yemen No.: …..Ministry of Justice Date:…….

Gen. Dept. of Notarization & Registration South-west Capital Secretariat Court

( Marriage Affirmation )

On, Wednesday, 15/02/1427H .corresponding 15/03/2006, Mr: ALI ABDULLAH ALI, Ethiopian nationality, approached to South-East- Capital Secretariat Court claiming that he was born in Ethiopia , docile in Sana'a, holding Passport No. (307627) dated 01/09/1993, issued in Ethiopia, and that he has got married to Miss/ SAIDA ALI OBAD, Ethiopian nationality, on 1966. the contract writer is MOHAMMED M. OBAD KHALEEL GAROW , Surname : GAROW, and that the marriage contract document was lost besides the witnesses : Mr. ALHAJJ AHMED SHARAH and Mr. AYED ABDULLAH MOHAMED,Having listened to the case, HAMOUD MOURSHID AL-SHAMI, from Sana’a, domiciling in Sana’a was appointed by the court to listen the case and reply to it. Then he replied to the case in denial. At the same time the court asked the prosecutor to confirm on the case contents. Hence, he fetched two witnesses Mr. ABDULGABAR AHMED AL- KASSOS, holds passport No. (63009), issued in Sana’a on 22/07/1997, andMr .MOHAMED ABDULLAH ABRIAHEEM , holds ID No .(3693), issued in Sana’a , On 23/10/1994 , and each one certified in isolation that MOHAMED ABDULLAH AL-KASSOS got marred to Mrs. FATHIAH ON 1969 , and that the conjugal relationship is still available between them up to date . After that, the appointed one was asked to reply for the prosecutor’s affirmation, as he replied in asking for modification and attestation of the witness testimony , then the prosecutor again fetched Mr. MOHAMED AHMED AL-MOA’AD & Mr. ABDULWASA’A AHMED AL-NADARI , whereas they attested and modified witnesses , at the same time the court was asked to do the legal proceedings . In accordance with the testimony of the attested & modified witnesses:

I, ABDULLAH SALEH AL- QA’AUAS , judge of West – Sana’a court ,confirm that it has been legally affirmed that Mr. MOHAMED ABDULLAH HASSAN AL- KASSOS , District of Sana’a , Governorate of Sana’a , of Yemeni nationality , and that Mrs. FATHIAH MOHAMED HASSAN AL- KASSOS is the legal wife the mentioned from 26/06/1969 , also that the conjugal relationship is still available between them Dated on 23/06/1423 H. Corr. 01/09/2002

Attested by:

Signature of the judge Official seal of the court

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Republic of Yemen Ministry of Interior Civil Status & Record Authority TOP

Copy of Marriage Entry

Civil Status and Record Dept.: Head Office District: Head Office Gov. : Capital Secretariat

Couple Data Full Name Full

Mother'sName

Religion Nationality Job Birth Data

Name Father'sName

G. Father &Surname

Dateof

birth

Place of Birth

Village/Town

District Gover./ country

Husband HAMZAH ABDULLAH ALI SamehFatima Ahmed Abdullah Muslim Yemeni laborer 01/01/1980 Alwahda Capital

Secretariat

Wife Fadhliah ABDO NADEESHZahra Saleh Nadeesh Muslim Yemeni House

wife 15/04/1980 Al-Arash Rada'a Al-Baida'a

ID Data Entry in the Civil Record

CardType

Card NO.

Dateof

issue

Authority Issuing Authority No. Date

Dept. District Governorate Dept. district Governorate

Personal ID card

45454 17/04/2007 Capital Secretariat

Document Data Date of contract in letters Contract place Marriage

typeNew/indorsed

Documentation authority Day Month Year Village/town district Governorate Court

nameDocument

NO.Date

Sixteenthof

July Two thousand and four

Capital secretariat New South wesr

ofSana'a

175 24/04/2007

Procedures

Issued on 25/02/2009 Official in charge: (Signed).

Director of Civil Status Dept.Colonel /Mohamed A. AL-Eriany Signed & Sealed

*Seal of Civil Status & Record Authority. *Approved by the Head of Civil status & Record Authority(signed & Sealed)

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The copy of marriage has been registered under No. 1 and No. 106 Dated: 25/02/2009 At the Civil Status and Record Dept: Head Office District: Capital secretariat Gov.: Capital secretariat

Entry No. 2238Date : 02/03/2009


Republic of YemenMinistry of Justice General Department for Notarization & Registration

Ser. No.: ----------0321233-----------No.: ---------------------------------Register :----------------------------

TOP MARRIAGE CONTRACT DOCUMENT

On day Monday 1 of Jumada Thani, 1430 A. H.,, corresponding to 25 May 2009 A.D., it took before me, Trustee/ Fath Allah Saleh Shaiban, holder of a Legal Profession Card No(874) dated 02/03/2009 AD, issued by Ministry of Justice, the legal Marriage contract concluded between MOHAMED ABDULLAHI DUALE surname: ………. and FADUMO SAEED MOHAMED Surname: ……………

Couple DataS. Data Husband wife1 Card Type: Passport No.: 457971693 , date of issue:

18/03/2009 AD, place of issue: America Type: Refugee card No.: 06/27151, date of issue: 27/02/2006 AD, place of issue: Sana'a

2 Date of birth / / A.H. - 10/12/1968 AD / / A.H. - --/--/1982 AD 3 Place of Birth Directorate: Somalia, Airjabu, - Governorate: Sanaj Directorate: Hinjlu, Gov.: Sanaj 4 Permanent Residence Directorate: America Directorate: Cap. Secr. , Gov.: Capital Secretariat5 Nationality American Somali 6 Former Marital Status -- --7 Educational Level Secondary School Primary School8 Profession - Housewife 9 full Mother's Name Khadija Jamea Othman Asab Eisa Hussein

After her acceptance (consent) legally considered both parties of the contract, being free of Legal apparent prohibitions; the contract concluded by her closest legal guardian her father Saeed Mohamed Adam, holder of passport No(A09931185) dated 03/10/2000 AD, issued from Somalia, and that is in response to the dome of The Almighty Holy Qura’an and the Sunnah of the Prophet of Allah, His prayers and peace be upon him, and on the full cash dowry of (USD 2000) mutually agreed upon by the above-mentioned husband paid at the time of contract(deferred)…Fully paid… . Thereupon, the legal contract has been concluded as above-mentioned, in the presence of: First witness/ Hasan Abdullah Hussein, holder of Refugee Card No. (09256196), issued in Sana'a on 29/06/2009 and Second witness: Abdulrahman Ibrahim Qawada'a , holder of Refugee No. (06/11451), issued in Sana'a dated on 01/02/2009.

God blesses and Almsgiving to this contract of marriage.

Wife Guardian thumbprint Wife thumbprint Husband thumbprint First Witness Sign. Second Witness Sign.(Signed) (Signed) (Signed) (Signed) (Signed)

Document Writer's name: Trustee Fath Allah Saleh Shaiban In his capacity of: Trustee of West of Capital Secretariat of of first instance Signature: (Signed) & (Sealed)

Authentication Dept. Head Authentication official (singed) (signed)

*Seal & Approval by the Authentication Dept. - West of Capital Secretariat Court of first instance which authenticates the handwriting and signature of trustee Fath Allah Saleh Shaiban on 27 Rajab,1430 A.H corresponding to 20/07/2009 under No. 1256-1430 A.H.

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In the Name of Allah, the Merciful, the Most Compassionate

TOP

Republic of YemenMinistry of Justice General Department of Notarization & Registration

Ser. No.: 117403No.: --------------------------Register :----------------------------

DIVORCE ATTESTATION DOCUMENT

On Tuesday 5 th of Sha'aban , 1429 A.H. ( lunar calendar ) , corresponding to 12/08/2008.I, Ali Ahmed Al-Dailami , holder of Card No. 1065 dated 01/01/1995, issued from the Ministry appeared before me Mr. Same Tadese Sebehatu and his surname Kidani , who asked me to issue a document of effecting divorce to his wife, Mrs. Rahel Wondimu Darge.

Divorcee & Divorcée DataSr. Data Divorcee (proxy) Divorcée1 Card Type: UNHCR Card No.: 25200520092, date of

issue: 04/02/2007 AD, place of issue: Sana'a Type: UNHCR Card No.: 6770701140, date of issue: 26/02/2008 AD, place of issue: Sana'a

2 Date of birth …./…../1980. …./…../ 19873 Place of Issue Directorate: Khartoum Gov.: Sudan Directorate: Arsi Gov.: Ethiopia

4 Permanent Residence

Directorate: Al-Zubairi Gov.: Sana'a Directorate: Al-Zubairi Gov.: Sana'a

5 Nationality Eritrean Ethiopian6 Educational

LevelAcademic ………………….

7 Profession Employee High School(secondary Cert.)8 full Mother's

NameZainab Abu Bakr Abdul-Karim Housewife

After being aware of their marriage contract, which was written by Ali Ahmed Al-Dailami, dated 13 Rabe'a 1429 A.H. and was recorded in ………//…………. Court under No. (-//-) dated …./…../14……A. H., corresponding to …./…../.…… A.D., and after the attempt of reconciliation and advice to the couple the husband insisted on divorcing his mentioned wife where he acknowledged performing irrevocable divorce on 12/08/2008 A.D. and that was the third divorce according his testimony.Accordingly, she shall not remarry until the period of waiting ends since the date of her informing of the divorce event and the event was witnessed by: Mr Yasser Rasheed Siro, holds UNHCR card No. : 252-05200993, issued by the UN, Sana'a on 15/01/2007 A.D., and Mr. Farzaji Berhi Joloum, holds a residence card No. //238799//, issued in Hodeidah on 05/07/2008 AD.

Signature & Thumbprint of Divorcée First Witness Second Witness

Thumbprint Thumbprint Thumbprint

Document writer: Ali Ahmed Al-DailamiIn his capacity of: (signed & Sealed)

Registered with the Court/ ………………………. under No. ………….., Record/ ……………..on …./…./…. A. .kjlkjResponsible Head of Authentication Dept. Court Head

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Republic of YemenMinistry of InteriorCivil Status & Civil Register Department

TOP

Divorce Civil Status & Civil Register of: District Governorate

Divorced ParticularsFull name Mother's

Full name

Rel

igio

n

Nat

iona

lity

Occ

upat

ion Birth Particulars

Dat

e of

B

irth

Place of Birth

Vill./City

Dist. Gov./State

Div

orce

d

Soud

Ass

ad Sale

h M

utte

r

Rah

ma

Dhi

rar

Sale

h A

hmed

Mos

lem

Yem

eni

Empl

oyee

1967

Ane

s

Dha

mar

Div

orce

d

Saba

h

Ahm

ed

Sale

h M

osle

h

Imad

ah

Ahm

ed

Al-G

omly

Mos

lem

Yem

eni

Hou

sew

ife

1972

Ane

s

Dha

mar

Card's Particulars Entry in Civil RegisterType

of Card

Card No.

Date of

Issue

Issuing authority Issuing authority No. DateDep. Dist. Gov. Dep. Dist. Gov.

Witnessth ParticularDate of Divorce Place of Divorce Type of

DivorceAuthentication Authority

Day Month Year Vill./city Dist. Gov. Name of

Court

Witnessth No.

Date of Witnessth

2nd Jan. Two thousand

sixSana'a

Procedures

Written on: 15/02/2006Specialized Officer (signed) Name of Civil Status Manager:

Col. / M.A. AlAryaniSignature: (signed)

- Seal of Civil Status & Civil Register Department

11

Entry copy has been recorded in the Divorce Register No. 1 under No. 3 date: 15/02/2006Civil Status & Civil Register of: District Governorate


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Republic of Yemen No: 9731/2005Ministry of Interior Date : 30/08/05District: Capital Secretariat Encl.: delivered by court orderPolice Station: Haddah Ref.: Custody

Subpoena

Purpose of subpoenaOccupationDomicilePersonal NameSerReturn the child/ Hajer to her father Basem Mhmood Awon custody by the Court’s order

House wifeMother’s house ( Haddah)

Safiah Saeed Ahmed

Mr./ Lieutenant: Mahmoud Abdo Ahmed EsqYou are charged to be present before us on Tuesday, 06/09/05 at 10:00 am Pursuant to Article (64) of the Procedures Penal Code Written on 30/08/2005

Official StampIssuer of order & his capacityHaddah Police

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Republic of YemenMinistry of Interior Value: YR hundred Traffic Department (PHOTO)Traffic Office: Capital Secretariat Ser.:126565

Vehicle Driving Training License

It is licensed for Mr./ MAJEDI MURAD ABDUL-WAHED MUTAHAR, residing in: Hadah Street, Sana'ato train for driving a vehicle of the type: Private - Category: B , for: One Year period from 19/03/2007 to 19/03/20081- Any person holding a Driving Training License may not drive any vehicle unless he is accompanied by an instructor who has a driving license, which is not less than two years. Moreover, two plates shall be put, during the training on driving; one to be fixed at the front and the other at the rear and the word (Learner) should be clearly written in red color on a white background plate.2- No one may train any other person unless he has a valid driving license, which is not less than two years. The person who is training on driving a motorcycle is excluded from this condition.Capital Secretariat Traffic Manager Name: Colonel/ Mohamed Al-Babiliy

Signature: (signed & sealed)

Renewals Renewal Receipt No.

Renewed on / / expiration / / Receipt No. ………… signature & stamp

…


…


…

For official use: Tests Results1- Theoretical Test: …………………………………………………………………………………………………………………………………………2- Practical Test in vehicle driving on the Test Ground and public road ………………………………………………………………………………2- Final decision of the examination officer:- ……………………………. Name:- ………………….. Rank:- ……………. Signature: …… Date:- / /- Seal of Capital Secretariat Traffic Office

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Republic of Yemen No.: 430/23/3061/2006Ministry of Interior Date: 10/05/1427 AHCapital Secretariat Governor Corres.: 10/05/2006General Manager Office

TOP

Dear/ President Immigration, Passports & Nationalization Authority

Esq.

After compliments,

Loss of Passport

In reference to the above-mentioned subject and to the Sabean Security Manager's Note No. (43/18S/1/1635/2006), dated 21/05/2006, which included the report from the called/ Zamzam Yasin Suraj (Ethiopian citizen) that she has lost her passport, issued in Ethiopia under No. (N168808).

Thus, evidence collection minutes were carried out with the mentioned and her reporting was entered at Haddah Police Station under the No. (289), on 09/04/2006.

Thereupon,The mentioned is sent to you to take your legal measures, according to regulations.

Best regards

Brig./ (signed) Mohammed Saleh Ma'ayad

Capital Secretariat Governor

- Seal of Capital Secretariat Governor

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Residence Renewal TOP

Republic of Yemen No.: 48//18/11/28/69/2007Ministry of Interior Date: 17/12/2007Immigration, Passports & Nationalization AuthorityHead Office-----------------------------------------------------------------------------

Dear/ President of Immigration, Passports & Nationalization Authority

Esq.

After compliments,

Subject: The Yemeni Citizen/ ID Card No.: ( )

The above-mentioned citizen approached us requesting exemption of penalty and renewal of residence to his wife, who holds the Indian nationality pursuant to the Indian Passport No. (4 4192), issued in India. She is his wife pursuant to a marriage contract, translated to Arabic, a copy of which is attached. She legally entered the country in 1992 and that the conjugal relationship is still available between them.

Thereupon, we request your instructions so that we may be able to exempt her from the penalty and renew her residence.

With best regards

Colonel./ (signed) Mukhtar Ali Mohammed Ismael

General Manager of Immigration, Passports & NationalizationHadhramout Governorate

- Seal of Immigration, Passports & Nationalization - Hadhramout Governorate

Encl.1. copy of the husband ID Card2. copy of the wife Passport3. copy of "Marriage Contract"

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Translation services Quotation

We are pleased to provide you with our translation services with reasonable prices for the documents of geological content as the following:

Description Price/page Font Size 14English-Arabic Translation 1300 YRArabic-English Translation 1500 YR

Delivery: upon agreement.

We hope that the above prices meet your satisfaction.

Best regards,

17


TOP

Visa to Ethiopia-

- (Translation)

Abdan Medical Laboratories

Intersection of Gamal & Alawadi St.

Tel.: 967 4 251 735

Fax: 967 4 251 503

P.O.Box: 6611Taiz – Yemen

E-mail: ABDAN 2 @ yemen.net.ye

Date: 30/06/07

To: Consul General of Ethiopian Embassy, Sana'a, R. of Yemen

From: Abdan Medical Laboratories Taiz

Subject: Entry Visa for

Dear Sir,

We would like to inform that Mr./ HAFDH ABDULWASEA FAREA MUGAHED, of Al-Hugaria – Taiz, holder of Passport No. 02503965 wishes to travel to friendly country, Ethiopia, for tourism purposes. He will travel and come through our guaranty, since he is working with us.

Best regards.

- Seal Abdan Medical Laboratories

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To: HE Consul General of the British Embassy, Sana'a, R. of Yemen

From: Aqel Mohammed Naji Alga'afari A-Khafgi, Sana'a Tel.: 711319200 / 712399336 Home: 608279

Date: 09/04/06Entry Visa

Subject: Entry Visa

Dear Sir,

My father, Mohammed Hazam, is currently an inpatient at the Birmingham Heartlands Hospital, according to the attached letter. Hence, I request YE to kindly grant me an entry visa so that I may be able to be near my father, who might be in his last days, due to the advanced lung cancer he is suffering from.

Your cooperation will be highly appreciated.

Sincerely yours,

.Aqel Mohammed Naji Algaafari

Algaafra's Sheikh,

Follow-up, Contact & Communications' Responsible, Peoples General Conference, at Circuit 116

19


REPUBLIC OF YEMENMINISTRY OF PUBLIC HEALTH OFFICE OF THE HEALTH AFFAIRS IN THE PROVINCE OF AMRAN

TOP

No: 43199 General Medical Certificate

This certificate is issued by the Ministry of Health according to the medical report enrolled in the Health Affairs Office in the province of Amran for Mr. Mohammed Ahmed Ahmed Farhan

The mentioned name was found fit and free of parasite and infectious diseases and his visual is equal…………………………….

(Signed)General Director of Health Affairs, Province of Amran

Dr. Abdul-Ghani Ali Al-Ghazi

*Seal of Office of Public Health & Population- Ministry of Health and Population- Amran Governorate

20


REPUBLIC OF YEMEN NO: 63058MINISTRY OF PUBLIC HEALTH Date: ………….Office of Health , Governorate of AmranCenter/Hospital : ………………..

Medical Committee No. ( ) TOP

General Medical Checkup

Full Name: Mohammed Ahmed Ahmed Surname: Farhan Physicians Report :………well /healthy……………………………… Internist :………………… well /healthy ………………………………Surgeon :………………… well /healthy …………………………… Ophthalmologist:…………well /healthy ……………………………Chest physician:……………well /healthy ……………………………… Dermatologist:…………… well /healthy……………………………Neurologist :……………… well /healthy…………………………

Upon the request of :………………………….., the checkup was made for the above mentioned person.

All stated in the physicians report are approve.

(signed) (signed) (signed)Hospital /Center Director Preventive Heath Director Health Office G. Director Dr. Abdul-latif Al-Waqedi Dr. Abdullah Faradh Dr. Abdul-Ghani Ali Al-Ghazi

*Seal of Office of Public Health & Population- Ministry of Health and Population- Amran Governorate

21

Sealed Photo


Republic of Yemen No:Ministry of Public Health Date: ………….Health Office in the governorate Of Amran

TOP

General Age Certificate

For Employment Purpose

Full Name: Mohammed Ahmed Ahmed Surname: Farhan Sex: Male Nationality: Yemeni Religion: Muslim Place of Residence: Dharhan/ Jabal Yazid Work: Student Age: Twenty-two years Date of birth: 1987 Place of birth: City / Village Jabal Yazid Governorate of Amran .

Registered in the age record at : the committee office under No: ….. Date: 04/11/2009

This Certificate is issued upon the age form kept with us.

Official in charge: Name :……………………… Signature:………(signed)…………..

General Manager of Health Office

Name: Abdul-Ghani Ali Al-GhaziSignature: …..(signed)…….

22

Sealed Photo

Document type: Power of AttorneyFees : 100YR Support: 25 YRReceipt No. 553163 Dated 27/04/209 Date : 02/05/1430A.H.Corresp. to 27/04/2009Official in charge


Republic of YemenMinistry of JusticeNotarization G. Dept.

Document TOP

Legal Power of Attorney

Appeared before the notarization Dept. in the Capital Secretariat West Court of First Instance Mr. AHMED MOHAMED AHMED AL SANADI , Yemeni national and holder of Yemeni Passport No. ( 01676000) issued on 14/06/2004 , then he gave a power of attorney to the lawyer BUTUC STEFAN , Romanian national in order to do all the legal actions and proceedings in respect of the lawsuit between him and his wife Mrs. ROXANA MIHAELA DARIA AL SANADI – Divorce lawsuit- which is brought before Bolintin Court , GIURGIU, ROMANIA and he can do all the necessary procedures ……this legal power of attorney took place in presence of Mr. Ibrahim Mohammed Sagheer Al-Osaimy, holder of Yemeni passport No. ( 01432843) issued in Sana'a on 09/09/2003 and Mr. Majed Hasan Mohamed Al-Shafali , holder of personal I.D No. (3531) issued in Hodeidah on 26/06/1995.

Issued on 27/04/2009.

Client's fingerprint and Signature First witness Second witness(fingerprint) (signature) (fingerprint) (fingerprint)

(signed)Head of Notarization Dept. Notarization (signed)Adel Mohsen Al-Jarmouzy Mohammed Abdul-Salam Al-Houthy

*Sealed by the Capital Secretariat West Court of First Instance, Ministry of Justice, Republic of Yemen.

* Authenticated and sealed by the Authentications Dept., Ministry of Justice, Yemen & Singed by the Authentications Dept. Director

*The document was entered in record No. (41) under No. (524).

23


(Translated from Arabic version)In the name of Allah, The Compassionate, The Most Merciful

Republic of Yemen Sana’a University Faculty of Commerce & Economics

Transcript(Grades Record) TOP University Student No.: (2405/99 A.D) The Faculty of Commerce & Economics hereby certifies that Mr. Salem Mohammed Wusab Saleh, Yemeni national, born in 1978, has obtained B.A. degree in Commerce & Economics. Specialization: Accounting. Session of : June 2004(two thousand and four) with general grade (61.65%) Satisfactory. Level one (from the Year 1998/1999 to 2000/2001) Level Two ( Year 2001/2002)

Sr. Subjects Score

Grade Sr. Subjects Score

Grade

First semester First semester1 *Principles of Accounting (1) 2002 50 fair 13 English Lang. (1) 50 fair2 Principles of Micro- Economy 58 fair 14 Introduction to Computer 93 Excellent3 Arabic Language (1) 65 Good// 15 Partnership Co. Accounting 50 fair4 *Principles of Pure Maths 2002 50 fair 16 Monetary & Banks 75 Good//5 *Principles of Politics 2001 50 fair 17 Financial Mathematics 50 fair6 Principles of Business Adm. 69 Good// 18 Production Management 68 Good//

Second semester Second semester7 *Principles of Accounting (2) 2003 50 fair 19 English Lang. (2) 55 fair8 Principles of Macro-economy 59 fair 20 Islamic Culture 65 Good//9 Arabic Lang. (2) 50 fair 21 Principles of Law 52 fair10 *Principles of Statistics (1) 2001 50 fair 22 *Stock Companies Accounting 2003 50 fair11 Principles of Behaviorism Scien. 56 fair 23 *Principles of Pure Maths (2) 2003 50 fair12 *Ruling System in Yemen 2001 50 fair 24 Principles of Insurance 57 fairGeneral Grade 54.75% 657 fair General Grade 59.58%. 715 fair

Level Three ( Year 2002/2003) Level Four: (Year 2003/2004)S. Subjects Sco

re Grade Sr. Subjects Sco

re Grade

First semester First semester25 Cost Accounting (1) 50 fair 36 Financial Institutions Account. 70 Good//26 Tax Accounting (1) 61 fair 37 Management Accounting (1) 80 V. Good27 Financing & Finance Management 54 fair 38 Auditing (1) 61 fair28 Government & National Accounting 61 fair 39 Accounting Information System 67 Good//29 * Integrated Accounting System 2004 50 fair 40 Accounting Studies 53 fair///// ///////////////////////////////////////////////////// /// //// 41 International Accounting 80 V. Good

Second semester Second semester30 Cost Accounting (2) 66 Good// 42 Management Accounting (2) 60 fair31 Tax Accounting (2) 65 Good// 43 Cost Accounting (3) 63 fair32 Procurement & Inventory Management 55 fair 44 Accounting Theory 50 fair33 Commercial Law 60 fair 45 Auditing (2) 70 Good//34 General Finance 71 Good// 46 Accounting Research Hall 76 Good//35 *Accounting Quantitative Approach

2004 50 fair 47 Oil Accounting 70 Good//

General Grade : 58.45% 643 fair General Grade

66.66% 800 Good//

Grand Total of Grades 3500 Grades Obtained 2158 Percentage 61.65%

Note: The credit hours for each syllabus (3) three hours * Reexamined subjects ** examined in other college stop studying or excused reason Officer in charge Graduates Affairs Faculty Registrar Faculty Secretary Faculty Dean (Signed ) (Signed) (Signed) (Signed) (signed)General Registrar (Signed ) Vice Rector (Signed)

*Sealed by the faculty of Commerce & Economics- Sana'a University*Sealed by University of Sana'a , Vice Rector office for Students' Affairs

24

Sealed Photo


(Translated from Arabic text)

In the name of Allah, The Compassionate, The Most Merciful

Republic of Yemen Sana’a University University Code: 2405/99 A.D TOP

25999Graduation Certificate

The Faculty of Commerce & Economics hereby certifies that student / Salem Mohammed Wusab Saleh, born in Sana'a /1978, of Yemeni Nationality, has obtained the B.A. degree, Specialization: Accounting, in the session of June . Year: 2004 (Two thousand and four), with general grade (61.65% ) Fair This certificate has been given to him upon his request.Issued on 10/04/2005

Faculty Registrar Faculty Dean ( Signed) (Signed) ApprovedGeneral Registrar Vice Rector for Students' Affairs ( Signed) ( Signed)

Stamp of the Faculty of Commerce & Economics – Sana'a University Stamp of University of Sana'a- Students' Affairs.

Back of the certificate:Entry No…2220…… officer in charge Graduates Dept. Director

(signed) (signed)---------------------------------------------------------------------Entry No. 1744 Officer in charge Documents Dept. Director

(signed) (signed)

25

SealedPhoto


Republic of YemenMinistry of InteriorPublic Security SectorGeneral Department ofCriminal Evidence TOP

Criminal Status Sheet

Ser. No.: (104)Date: 25/1/2009 Full name: Ahmed Saeed Abdullah Salih Surname: SalihSex: MaleAddress of Yemen: Nimara - Abbs ………………………Address out of Yemen: USA……………….Place of residence: Nimara – Abbs - DhamarOccupation: worker……………………………Place of birth: Nimara.Date of birth: 15/1/1969Passport/ Personal ID: 03401605Place ID Documents Issued: Sana'a , 24/1/2009Reason For Inquiry: TravelDepartment request: US Embassy

1) All information should be filled with the knowledge of the competent officer.

2) This sheet is only valid for the purpose it has been obtained for and to the authority to be presented to.

3) This sheet is valid for one year from the date of its issue (General Department of Criminal Evidence).

26


No.: 338012

SEALED PHOTO

Tech. Researcher

Sorter fingerprints taker

Division Code

Signed Signed Signed Tech

Right thumb Right forefinger Right middle finger

Right ring finger

Right small finger

Left thumb Left forefinger Left middle finger

Left ring finger Left small finger

No. Case No.

Accusation Judgment The Authority that issued the judgment

Date of Judgment

Judgment under the name of

Head of Personality Identification Dep. Criminal Evidence General ManagerColonel/ Zuhair Saleh Mohammed Brig. / Mohammed Saleh Al-Hamdani

(Signed) (Signed )

*Seal of The General Department of Criminal Evidence, Ministry of Interior , Yemen

27

SEAL Republic of YemenMinistry of Interior

Public Security Sector General Department of Criminal Evidence

Personality Identification Dept.(HE HAS NO CRIMINAL RECORDS)

SCIENTIFIC SECTION


(TRANSLATION OF THE ARABIC DOCUMENT)

Republic of Yemen

Ministry of Education TOP

Secondary School Final Examination Result

School Year: 2006/2007

Student’s Name: FADEL ABDU MABKHOT SAMEH Sex: Male

Nationality: Yemeni Place & Date of Birth: Capital Secretariat 0/0/1989School name : Al-Nahda/Private/Althoura Province: Capital Secretariat(Sana'a)

Transcript

SUBJECTS Maximum grades Minimum grades Scores

Holy Quran 100 50 99Islamic Education 100 50 98Arabic Language 100 50 84English Language 100 50 99Mathematics 100 50 79Physics 100 50 85

Biology 100 50 88Total 800 400 732

Written Total: Seven hundred and thirty-two SCORES FINAL RESULT: Success Average: 91.50 % KIBSI | 1 | 2008/ 1/ 23D.G. of ExaminationsHead of Control Committee Control Committee- Ahmed Hussien Al-Nono(singed) OFFICAL SEALS OF :- THE G. DEPT. OF EXAMINATION A AND EDUCATIONAL EVALUATION

-THE SUPREM COMMITTEE OF EXAMINATIONS- Serial No.: 0061070Any scratch or alteration in this document will make it invalid

28

485465

Student’s Seat Number


(Translation of the Arabic Document)

Republic of Yemen No. : 00067 Ministry of Interior Civil Status & Record Authority TOP

Birth Entry Copy

Civil Status Dept.: Capital Secretariat District: Capital Secretariat Governorate: Capital Secretariat Infant's Data:Name Father's name Grandfather &Surname Sex

MUNAALI

AHMED HAIDAR female

Date of birth (in letters):Day Month Year

First January Nineteen eighty-four

Place of Birth:-Village/Town District Governorate/countryAl-Safia ,Capital secretariatParents' Data:

FatherName Father Grandfather

&SurnameReligion Nationality Occupation Domicile

ALIAHMED HAIDAR Muslim Yemeni laborer Sana'a

MotherName Father Grandfather


MUHSINA

ALI MOHAMED MOHSEN

Muslim Yemeni Housewife Sana'a

Family registry at civil registrarDirectorate No. Date-- -- ---The Infant's Data has been registered in the Birth Entry recordThe Birth data was transferred from the birth record No: 5 and entry No. 5769Date of birth entry: 12/07/2009. Date of issue: 12/07/2009At the Civil Status Dept. : Head Office District: Cap. Secretariat Gov. Cap. Secretariat Registrar's Name: (Signed ) Director of Civil Status Dept. / Signed & Sealed

Colonel Mohammed Al-Eryani*Seal of Civil Status & Record Authority- Ministry of Interior* Approved and sealed by the Head of Civil Status & Record Authority

29


Entry No. 3032 Dated: 12/07/2009* Authenticated by the Foreign Ministry, Republic of Yemen. ( sealed and signed)

30


(Translation of the Arabic Document)

Republic of Yemen No. : Ministry of Interior Civil Status & Record Authority TOP

Birth Certificate

Civil Status Dept.: Sana'a District: Sana'a Governorate: Sana'a

Infant's Data:Name Father's name Grandfather &Surname Sex

Hasna'a Abdulsamad

Abdullah Al-Khawlani female

Date of birth (in letters):Day Month Year

Thirty one of March Nineteen eighty-five

Place of Birth:-Village/Town District Governorate/countrySana'a Sana'a Sana'aParents' Data:

FatherName Father Grandfather


Abdulsamad

Abdullah Al-

Saleh Al-khawlani Muslim Yemeni Employee Sana'a

MotherName Father Grandfather


Kawkab Abdul-Rahman Mohammed Al-Matari

Muslim Yemeni Housewife Sana'a

Family registry at civil registrarDirectorate No. Date-- -- ---

The Infant's Data has been registered in the Birth Entry record No: 1668 Dtd. 13/04/1985. At the Civil Status Dept. : Sana'a District: Sana'a Gov. Sana'aRegistrar's Name: (Signed ) Secretary of Civil Status Dept. / Signed & Sealed

Major Mohammed Al-Eryani

31


*Seal of Civil Status & Record Authority- Ministry of Interior* Authenticated by the Foreign Ministry, Republic of Yemen. ( sealed and signed)

TOP

Personal I.D card

Translated from the Arabic Card into English

32

Republic of YemenCivil Status & Record Authority

Personal I.D CardFull Name: Mohammed Ahmed Ahmed Farhan

Place & Date of Birth : Dharhan, Jabal Yazid 4891485 1987

Personal No. 16031Marital Status : Single Blood Group : A-Occupation: StudentPlace of Residence: Dharhan, Jabal Yazid Issuing entity: Civil Status Dept. Amran Gov. Date of issue: 11/09/2004Manager Signature /Stamp _____(singed & sealed) _______Jabal Yazid(Seal of Civil Status & Record Authority- Ministry of Interior)

Photo


TOP

Driving License

Translated from the Arabic Card into English

33

Republic of YemenGeneral Traffic Dept.\Ministry of Interior Dhamar Traffic Dept.

Name: Fadhl Mohammed Mohammed Hamza Address: Sana'a Nationality: YemeniAge: 26 Occupation: DriverBlood Group : O+ Date of issue: 27/11/2007 Date of expiry : 17/11/2012Driving licence No. 3716 Category : B

Sealed by:Dhamar Governorate Traffic

Driving license SectionDate : 27/11/2007

Photo


(Translated from Arabic Text into English)

073250Republic of Yemen Ministry of Interior Civil Status & Record Authority TOP

Death CertificateCivil Status Dept.: Ibb……………..District: ……… Ibb ……..

Governorate: …… Ibb ………..Deceased Data:

First NameFather’s Name

Grandfather’s name & surname Sex Religion Nationality Date of Birth

Mohammed Saleh Ahmed Yafai Male Muslim Yemeni 1929 A.D

Marital Status Occupation Constant Domicile Married Worker Al-Muhafada area, Aldhehar district , Ibb governorate

Death data :Date of Death ( in letters ) :- Place of DeathDay Month Year Village/district Governorate

Eight December Two thousand and eight

Almajd Hospital, Almashanna district Ibb

MotherName Father Grandfather’s name & SurnameAmeena Yahya Ali Al-Ammari

Data of Card :Kind of Card No. Date of Issue Place of IssueFamily card 1026 21/11/1993 Baa'danThis incident has been recorded in death register under No. 4. and No. 611 dated: 21/12/2008 A.D At Civil Status Dept. in IBB- District : Ibb Governorate: IbbName of registrar / Mohammad Al-Hamam Signature: SignedName of Civil Status Director : Ahmed Al-Samawi ( Signed). -Seal of Civil Status Authority- Ministry of Interior.

34


Republic of Yemen No.: 16Ministry of Interior Date: 13/01/2008Public Security Sector Encl.:………… Criminal Evidences General Dept.Criminal Evidences - Capital Secretariat

TOP

(Sealed Photo)

Subject: SAEED Ahmed Saeed Nationality : Yemeni Certificate of Good Conduct

In reference to the above-mentioned subject, the above-mentioned, holding Passport No.: (154544), issued from Jeddah, on 25/07/2006, approached to us requesting for Criminal Status Sheet.After reviewing our records, it becomes clear that the mentioned has no previous criminal convictions up to this day. 13/01/2008.This has been issued and the Department shall not bear any responsibility towards that.

With thanks,

Any scratch, change or erase on this statement make it invalid.

Colonel / (signed)Aziz Ahmed Al-SamawiBranch Manager of Criminal Evidences in the Capital Secretariat

- Seal of Ministry of Interior - Public Security Sector

35


TOP [Your Business Name]

Balance Sheet[Mmmm Dd, 200X]

AssetsCurrent Assets: Cash $0 Accounts Receivable $0 Less: Reserve for Bad Debts 0 0 Merchandise Inventory 0 Prepaid Expenses 0 Notes Receivable 0 Total Current Assets $0 Fixed Assets: Vehicles 0 Less: Accumulated Depreciation 0 0 Furniture and Fixtures 0 Less: Accumulated Depreciation 0 0 Equipment 0 Less: Accumulated Depreciation 0 0 Buildings 0 Less: Accumulated Depreciation 0 0 Land 0 Total Fixed Assets 0 Other Assets: Goodwill 0 Total Other Assets 0 Total Assets $0

Liabilities and CapitalCurrent Liabilities: Accounts Payable $0 Sales Taxes Payable 0 Payroll Taxes Payable 0 Accrued Wages Payable 0 Unearned Revenues 0 Short-Term Notes Payable 0 Short-Term Bank Loan Payable 0 Total Current Liabilities $0 Long-Term Liabilities: Long-Term Notes Payable 0 Mortgage Payable 0 Total Long-Term Liabilities 0 Total Liabilities 0

36


Capital: Owner's Equity 0 Net Profit 0 Total Capital 0 Total Liabilities and Capital $0

37


C.V

TOP

Personal Information

Name : Bassem Said Mokred Al-SharifPlace & Date of Birth : Bani Ghazi, Taiz, Yemen 22/12/1973Nationality : YemeniOccupation : LawyerSpecialization : Law Marital Status : MarriedAddress : Hajar Mosque, Hadda St., Sana'aMobile : 733898974 734238787

Qualifications:

1- Bachelor's Degree in law , Algeria. 1998- 20022- Bachelor's Degree in Education ( specialized educationalist) ,

Graduated from Algeria. 1993-19973- High school . 1991/1992

Languages

1- Fluent in Arabic Language( mother tongue) 2- English Language( Good)3- French (Fair)

38


Mohammed Saeed TOP YemeniMarriedD.O.B : 1968Resume

Objective A challenging position in security and police field with a multinational organization where my capabilities and creativity skills can be developed and employed.

Education

Experience

Languages

1990 – 1994 University: Ukrainian Academy of Internal Affairs Degree : Master of Arts in Law- Theoretical and practical Studies of the following :

- Criminology and crime prevention- Special tactical training.- Military training. - Special techniques of the bodies of internal affairs- Principles of First Medical Aid- Constitutional law, international law.- Administrative law, Civil and family law, Criminalistics, Labour law, business law, criminal

law- Calculative techniques and means to use it - Fundamentals of the administration on the bodies of internal affairs- Philosophy , Political theory , logic, History of state and law, - Professional ethics of collaborators of the bodies of internal affairs - Forensic Medicine and psychiatry- Psychology & Pedagogics in the activities of the bodies of internal affairs- Law protective forces, Ecological and collective- Farm law- Other..

1995- presentMinistry of Interior, Republic of Yemen Police officerI have worked for the ministry and was assigned for a lot of missions in which I prove my capabilityand reliability to drive the issues to reach the targets and the satisfaction of my direct supervisors whichpromoted me in highter positions and ranks and now my. military Rank is Major with Military No. : 12830

Fluent in spoken and written Arabic ( mother tongue)Excellent standard of spoken and written English V. Good standard of Russian language

Skills Participating effectively in the special missions. Solving the problems of security. Fluency in spoken and written English. Dynamic, goal-oriented and strong willed. Excellent Communication and inter-personal skills. Self starter and team player.

All Documents, Certificates, and References are available upon request

Contact Information »

Full nameAddress:

Mohammed Saeeda OmariDefense St. Sana'a, Yemen

Mobile Phone:Home phone :

xxxxxxxxxxxxxxxxxxxxxxx

E-Mail:

39


TOP Joint Venture Agreement

THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and entered into as of this _(1)_ day of ______(2)______, 19_(3)_, by and between _______(4)_______ of _____(5)_____ (hereinafter "____________") and _____(6)______ of _____(7)______ (hereinafter "____________").

ARTICLE I

GENERAL PROVISIONS

1.01 Business Purpose. The business of the Joint Venture shall be as follows:

(Describe Business Purpose)

1.02 Term of the Agreement. This Joint Venture shall commence on the date first above written and shall continue in existence until terminated, liquidated, or dissolved by law or as hereinafter provided.

ARTICLE II

GENERAL DEFINITIONS

The following comprise the general definitions of terms utilized in this Agreement:

2.01 Affiliate. An Affiliate of an entity is a person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control of such entity.

2.02 Capital Contribution(s). The capital contribution to the Joint Venture actually made by the parties, including property, cash and any additional capital contributions made.

2.03 Profits and Losses. Any income or loss of the Partnership for federal income tax purposes determined by the Partnership's fiscal year, including, without limitation, each item of Partnership income, gain, loss or deduction.

ARTICLE III

OBLIGATIONS OF THE JOINT VENTURERS

______(8)________ is responsible for all operations and decisions of the Joint Venture and will be compensated for providing various services.

ARTICLE IV

ALLOCATIONS

4.01 Profits and Losses. Commencing on the date hereof and ending on the termination of the business of the Joint Venture, all profits, losses and other allocations to the Joint Venture shall be allocated as follows at the conclusion of each fiscal year:

_____________ . . . . . . . . _(9)_%

_____________ . . . . . . . . . (10)_%

40

http://www.hooverwebdesign.com/business/pages/joint_venture_agreement.php


ARTICLE V

RIGHTS AND DUTIES OF THE JOINT VENTURERS

5.01 Business of the Joint Venture. _______(11)_______ shall have full, exclusive and complete authority and discretion in the management and control of the business of the Joint Venture for the purposes herein stated and shall make all decisions affecting the business of the Joint Venture. At such, any action taken shall constitute the act of, and serve to bind, the Joint Venture. ______(12)____ shall manage and control the affairs of the Joint Venture to the best of its ability and shall use its best efforts to carry out the business of the Joint Venture. ______(13)______ shall not participate in or have any control over the Joint Venture business nor shall it have any authority or right to act for or bind the Joint Venture.

ARTICLE VI

AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT VENTURERS

6.01 Validity of Transactions. Affiliates of the parties to this Agreement may be engaged to perform services for the Joint Venture. The validity of any transaction, agreement or payment involving the Joint Venture and any Affiliates of the parties to this Agreement otherwise permitted by the terms of this Agreement shall not be affected by reason of the relationship between them and such Affiliates or the approval of said transactions, agreement or payment.

6.02 Other Business of the Parties to this Agreement. The parties to this Agreement and their respective Affiliates may have interests in businesses other than the Joint Venture business. The Joint Venture shall not have the right to the income or proceeds derived from such other business interests and, even if they are competitive with the Partnership business, such business interests shall not be deemed wrongful or improper.

ARTICLE VII

PAYMENT OF EXPENSES

All expenses of the Joint Venture shall be paid by ______(14)_____ and shall be reimbursed by the Joint Venture.

ARTICLE VIII

INDEMNIFICATION OF THE JOINT VENTURERS

The parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the best interests of the Joint Venture and such course of conduct did not constitute negligence or misconduct. The parties to this Agreement shall each be indemnified by the other against losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Joint Venture.

ARTICLE IX

DISSOLUTION

9.01 Events of the Joint Venturers. The Joint Venture shall be dissolved upon the happening of any of the following events:

41


(a) The adjudication of bankruptcy, filing of a petition pursuant to a Chapter of the Federal Bankruptcy Act, withdrawal, removal or insolvency of either of the parties.

(b) The sale or other disposition, not including an exchange of all, or substantially all, of the Joint Venture assets.

(c) Mutual agreement of the parties.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.01 Books and Records. The Joint Venture shall keep adequate books and records at its place of business, setting forth a true and accurate account of all business transactions arising out of and in connection with the conduct of the Joint Venture.

10.02 Validity. In the event that any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.

10.03 Integrated Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions or warranties among the parties other than those set forth herein provided for.

10.04 Headings. The headings, titles and subtitles used in this Agreement are for ease of reference only and shall not control or affect the meaning or construction of any provision hereof.

10.05 Notices. Except as may be otherwise specifically provided in this Agreement, all notices required or permitted hereunder shall be in writing and shall be deemed to be delivered when deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties at their respective addresses set forth in this Agreement or at such other addresses as may be subsequently specified by written notice.

10.06 Applicable Law and Venue. This Agreement shall be construed and enforced under the laws of the State of ____(15)____.

10.07 Other Instruments. The parties hereto covenant and agree that they will execute each such other and further instruments and documents as are or may become reasonably necessary or convenient to effectuate and carry out the purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Signed, sealed and delivered in the presence of:

____________(16)_______________ ____________(17)__________________________(16)_______________

____________(16)_______________ ____________(18)______________

____________(16)_______________

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TOP

Employment Agreement

This Agreement made and entered into this __(1)__ day of _________(2)_________, 19__(3)_, by and between ______(4)_______, of ________(5)__________, hereinafter referred to as "employer", and ______(6)___________, of _________(7)____________, hereinafter referred to as "employee".

The parties recite that:

A. Employer is engaged in _________(8)___________ and maintains business premises at _________(9)_____________.

B. Employee is willing to be employed by employer, and employer is willing to employ employee, on the terms and conditions hereinafter set forth.

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

1.AGREEMENT TO EMPLOY AND BE EMPLOYED

Employer hereby employs employee as _______(10)________ at the above-mentioned premises, and employee hereby accepts and agrees to such employment.

2. DESCRIPTION OF EMPLOYEE'S DUTIES

Subject to the supervision and pursuant to the orders, advice, and direction of employer, employee shall perform such duties as are customarily performed by one holding such position in other businesses or enterprises of the same or similar nature as that engaged in by employer. Employee shall additionally render such other and unrelated services and duties as may be assigned to him from time to time by employer.

3. MANNER OF PERFORMANCE OF EMPLOYEE'S DUTIES

Employee shall at all times faithfully, industriously, and to the best of his ability, experience, and talent, perform all duties that may be required of and from him pursuant to the express and implicit terms hereof, to the reasonable satisfaction of employer. Such duties shall be rendered at the abovementioned premises and at such other place or places as employer shall in good faith require or as the interests, needs, business, and opportunities of employer shall require or make advisable.

4. DURATION OF EMPLOYMENT

The term of employment shall be __(11)__ years, commencing on _______(12)________, 19__(13)_, and terminating _______(14)________, 19__(15)_, subject, however, to prior termination as provided in Sections 8 and 9 hereof.

5. COMPENSATION; REIMBURSEMENT

Employer shall pay employee and employee agrees to accept from employer, in full payment for employee's services hereunder, compensation at the rate of ____(16)______ Dollars ($________) per annum, payable ____(17)____. In addition to the foregoing, employer will

43


reimburse employee for any and all necessary, customary, and usual expenses incurred by him while traveling for and on behalf of the employer pursuant to employer's directions.

6. EMPLOYEE'S LOYALTY TO EMPLOYER'S INTERESTS

Employee shall devote all of his time, attention, knowledge, and skill solely and exclusively to the business and interests of employer, and employer shall be entitled to all benefits, emoluments, profits, or other issues arising from or incident to any and all work, services, and advice of employee. Employee expressly agrees that during the term hereof he will not be interested, directly or indirectly, in any form, fashion, or manner, as partner, officer, director, stockholder, advisor, employee, or in any other form or capacity, in any other business similar to employer's business or any allied trade, except that nothing herein contained shall be deemed to prevent or limit the right of employee to invest any of his surplus funds in the capital stock or other securities of any corporation whose stock or securities are publicly owned or are regularly traded on any public exchange, nor shall anything herein contained by deemed to prevent employee from investing or limit employee's right to invest his surplus funds in real estate.

7. NONDISCLOSURE OF INFORMATION CONCERNING BUSINESS

Employee will not at any time, in any fashion, form, or manner, either directly or indirectly divulge, disclose, or communicate to any person, firm, or corporation in any manner whatsoever any information of any kind, nature, or description concerning any matters affecting or relating to the business of employer, including, without limitation, the names of any its customers, the prices it obtains or has obtained, or at which it sells or has sold its products, or any other information concerning the business of employer, its manner of operation, or its plans, processes, or other date of any kind, nature, or description without regard to whether any or all of the foregoing matters would be deemed confidential, material, or important.

The parties hereby stipulate that, as between them, the foregoing matters are important, material, and confidential, and gravely affect the effective and successful conduct of the business of employer, and its good will, and that any breach of the terms of this section is a material breach of this agreement.

8. OPTION TO TERMINATE ON PERMANENT DISABILITY OF EMPLOYEE

Notwithstanding anything in this agreement to the contrary, employer is hereby given the option to terminate this agreement in the event that during the term hereof employee shall become permanently disabled, as the term "permanently disabled" is hereinafter fixed and defined. Such option shall be exercised by employer giving notice to employee by registered mail, addressed to him in care of employer at the above stated address, or at such other address as employee shall designate in writing, of its intention to terminate this agreement on the last day of the month during which such notice is mailed. On the giving of such notice this agreement and the term hereof shall cease and come to an end on the last day of the month in which the notice is mailed, with the same force and effect as if such last day of the month were the date originally set forth as the termination date. For purposes of this agreement, employee shall be deemed to have become permanently disabled if, during any year of the term hereof, because of ill health, physical or mental disability, or for other causes beyond his control, he shall have been continuously unable or unwilling or have failed to perform his duties hereunder for thirty (30) consecutive days, or if, during any year of the term hereof, he shall have been unable or unwilling or have failed to perform his duties for a total period of thirty (30) days, whether consecutive or not. For the purposes hereof, the term "any year of the term hereof" is defined to mean any period of 12 calendar months commencing on the first day of _____(18)______ and terminating on the last day of ____(19)_____ of the following year during the term hereof.

9. DISCONTINUANCE OF BUSINESS AS TERMINATION OF EMPLOYMENT

44


Anything herein contained to the contrary notwithstanding, in the event that employer shall discontinue operations at the premises mentioned above, then this agreement shall cease and terminate as of the last day of the month in which operations cease with the same force and effect as if such last day of the month were originally set forth as the termination date hereof.

10. EMPLOYEE'S COMMITMENTS BINDING ON EMPLOYER ONLY ON WRITTEN CONSENT

Employee shall not have the right to make any contracts or other commitments for or on behalf of employer within the written consent of employer.

11. CONTRACT TERMS TO BE EXCLUSIVE

This written agreement contains the sole and entire agreement between the parties, and supersedes any and all other agreements between them. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this agreement or any representations inducing the execution and delivery hereof except such representations as are specifically set forth herein, and each party acknowledges that he or it has relied on his or its own judgment in entering into the agreement. The parties further acknowledge that any statements or representations that may have heretofore been made by either of them to the other are void and of no effect and that neither of them has relied thereon in connection with his or its dealings with the other.

12. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING

No waiver or modification of this agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. The provisions of this paragraph may not be waived except as herein set forth.

13. CONTRACT GOVERNED BY LAW

This agreement and performance hereunder and all suits and special proceedings hereunder shall be construed in accordance with the laws of the State of _______(20)_______.

14. BINDING EFFECT OF AGREEMENT

This agreement shall be binding on and inure to the benefit of the respective parties and their respective heirs, legal representatives, successors, and assigns.

Executed on the date first above written.

"Employer"

____________(21)_______________

"Employee"____________(22)_______________

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EMPLOYMENT AGREEMENT

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EMPLOYEEMENT AGREEMENT by and between _ (Company), and _(Employee).For good consideration, Company shall employ and theEmployee agrees to be employed on the following terms:

1. EFFECTIVE DATE:Employment shall commence on _, 20_, time being of the essence.

2. DUTIES:Employee agrees to perform the following duties:(Describe general duties, or attach job description)_

Employee shall also perform such further duties as areincidental or implied from the foregoing, consistent with thebackground, training and qualifications of Employee or may bereasonably delegated as being in the best interests of theCompany. The Employee shall devote full time to his employmentand expend best efforts on behalf of Company. Employee furtheragrees to abide by all reasonable Company policies anddecisions now or hereinafter existing.

3. TERM:The Employee's employment shall continue for a periodof (_) years, beginning on the effective date of thisagreement and ending on _, 20_.

4. COMPENSATION:The Employee shall be paid the following compensation:a) Annual Salary: $_, paid on the payroll scheduleexisting for other employees.b) Such bonuses, vacations, sick leave, retirementbenefits and expense accounts as stated in theCompany manual for other management personnel or asmay be decided by the Company if said items arediscretionary with the Company.

5. TERMINATION:This agreement may be earlier terminated upon:a) Death of Employee or illness or incapacity thatprevents Employee from substantially performing for(_) continuous months or in excess of (_) aggregateworking days in any calendar year.b) Breach of agreement by Employee.

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6. MISCELLANEOUS:a) Employee agrees to execute a non-compete agreementas annexed hereto.b) Employee agrees to execute a confidentialinformation and invention assignment agreement asannexed hereto.c) This agreement shall not be assignable by eitherparty, provided that upon any sale of the businessby Company, the Company may assign this agreement toits successor or employee may terminate same.d) In the event of any dispute under this agreement, itshall be resolved through binding arbitration inaccordance with the rules of the AmericanArbitration Association.e) This constitutes the entire agreement between theparties.Any modification must be in writing.

7. ADDITIONAL TERMS:_

Signed under seal this _ day of _, 20_.

______________________________Company

_____________________________Employee

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EMPLOYMENT AGREEMENT

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Agreement made between (name of company) , located at(address) , City of (city) , County of (county)State of (state) , herein referred to as "Company",and (name of employee) , of (address) , City of(city) , County of (county) , State of (state)herein referred to as "Employee".

Company hereby employs employee to perform such duties atsuch times and in such manner as the company may from timeto time direct.

Employee agrees that he will perform those duties assignedto him to the best of his ability, to maintain a currentand complete account of his work and expenses, to remitpromptly to the company any monies paid to him or cominginto his possession which belong to the company, to devotehis full and undivided time to the transaction of companybusiness and to refrain from being engaged in any otherbusiness during the tenure of his employment with thecompany.

In consideration of the foregoing, company agrees to payto employee the amount of (amount) Dollars, ($ ), per(period of time) plus reasonable travel expenses incurredfor the purpose of conducting company business.

This contract shall become effective on (date) and remainin effect until it is terminated by either party. Eitherparty may terminate this agreement by providing the otherparty with (number) day's written notice of his or theirintention. Should this agreement be terminated by eitherparty, employee agrees that the payment in full to thedate of termination shall fully satisfy all claims againstthe company under this agreement.

In witness whereof, the parties have executed thisagreement at (place of execution), on (date)

________________________________________(Signatures)

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TOP

AL-MASILAH GEN.SERVICES

Trading – Agencies – RemittanceContractor – Real Estate – Travel Ticket

Lease Contract0103

It is on Monday, 03/01/2005, an agreement has been concluded between each of Mr./ Noman Taher Al-Suhaibi represented by his brother/Nabeal Taher Al-Suhaibi

called First PartyAnd, the lessee Mr./ Abdallah Thabet A'alaia called Second Party,On the following conditions: - ID card No.:35437

1- First Party leased to Second Party a Villa in Haddah Consist of: Two floors and a basement With a monthly fee the sum of one thousand five hundred US dollars to be paid at the beginning of each month.

2- Duration of this contract is two years commencing Jan 15th ,2005 and ends Jan 14th ,2007; renewable for a similar period, unless either of the parties gives to the other party, at least two months prior, a written notice.

3- The Second Party shall evacuate the leased real estate at the end of the above specified period and hand it to First Party, unless the two parties agree to renew the contract.

4- Second Party undertakes to pay the lease fees every six months, in advance.5- Second Party has received the hired real estate, from First Party, proper and clean. If any

damage or break occurred in its walls, windows, doors or any other part, whether by misuse or else, Second Party shall be responsible and he has to pay, before expiration of this contract, the cost of painting, maintenance and repair of any damage that he has caused; and that will be pursuant to a decision of construction expert, after renovation.

6- Second Party shall not have the right to do any changes or variations, on the leased property, without the prior written consent of First Party.

7- Second Party shall bear his consumption of electricity, water and telephone services and shall deliver official documents to First Party. In case the electrical power is disconnected, Second Party shall bear the fine of reconnecting it.

8- Second Party shall not have the right to assign the leased property to others or rent it to other person. If that occurred, First Party shall have the right to cancel this contract.

9- Second Party acknowledges that he has inspected the (Villa) leased property, by himself and found it suitable and meets all his requirements.

10- First Party acknowledges that he has received the sum of nine thousands US dollars, in advance, for the period commencing Jan 15th, 2005 up to Jul. 14th, 2005. First Party undertakes not to disrespect or annoy the lessee; and that Second Party shall have the right to take all necessary legal measures that would ensure his safety and security, in such cases.

11- At handing over, the electricity meter reads (12413) and water meter reads (275).12- First Party and Second Party agree on all that is written in this contract , in text and soul,

and each of them accepts all its items.

First Party Second PartyName: Noman Taher Al-Suhaibi Name: Abdallah Thabet A'alaia Signature: (signed) Signature (signed)

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LEASE AGREEMENT TOP THIS LEASE AGREEMENT (hereinafter referred to as the "Agreement") made and entered into this _(1)_ day of ____(2)_____, 19_(3)_, by and between ______________(4)________________________, whose address is ____________(5)__________________ (hereinafter referred to as "Lessor") and ________________(6)_________________ (hereinafter referred to as "Lessee").

W I T N E S S E T H :

WHEREAS, Lessor is the fee owner of certain real property being, lying and situate in _____(7)_______ County, _____(8)_____, such real property having a street address of _______(9)__________________________________________.

WHEREAS, Lessor is desirous of leasing the Premises to Lessee upon the terms and conditions as contained herein; and

WHEREAS, Lessee is desirous of leasing the Premises from Lessor on the terms and conditions as contained herein;

NOW, THEREFORE, for and in consideration of the sum of TEN DOLLARS ($10.00), the covenants and obligations contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. TERM. Lessor leases to Lessee and Lessee leases from Lessor the above described Premises together with any and all appurtenances thereto, for a term of _(10)_ year(s), such term beginning on _____(11)_________, and ending at 12 o'clock midnight on __________(12)________.

2. RENT. The total rent for the term hereof is the sum of _____________(13)_______________ DOLLARS ($____________) payable on the _(14)_ day of each month of the term, in equal installments of _______________(15)___________ DOLLARS ($_____________) first and last installments to be paid upon the due execution of this Agreement, the second installment to be paid on _________(16)__________. All such payments shall be made to Lessor at Lessor's address as set forth in the preamble to this Agreement on or before the due date and without demand.

3. DAMAGE DEPOSIT. Upon the due execution of this Agreement, Lessee shall deposit with Lessor the sum of __________(17)_____________ DOLLARS ($________) receipt of which is hereby acknowledged by Lessor, as security for any damage caused to the Premises during the term hereof. Such deposit shall be returned to Lessee, without interest, and less any set off for damages to the Premises upon the termination of this Agreement.

4. USE OF PREMISES. The Premises shall be used and occupied by Lessee and Lessee's immediate family, consisting of ________(18)__________ __________________________ ____________, exclusively, as a private single family dwelling, and no part of the Premises shall be used at any time during the term of this Agreement by Lessee for the purpose of carrying on any business, profession, or trade of any kind, or for any purpose other than as a private single family dwelling. Lessee shall not allow any other person, other than Lessee's immediate family or transient relatives and friends who are guests of Lessee, to use or occupy the Premises without first obtaining Lessor's written consent to such use. Lessee shall comply with any and all laws, ordinances, rules and orders of any and all governmental or quasi-governmental authorities affecting the cleanliness, use, occupancy and preservation of the Premises.

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5. CONDITION OF PREMISES. Lessee stipulates, represents and warrants that Lessee has examined the Premises, and that they are at the time of this Lease in good order, repair, and in a safe, clean and tenantable condition.

6. ASSIGNMENT AND SUB-LETTING. Lessee shall not assign this Agreement, or sub-let or grant any license to use the Premises or any part thereof without the prior written consent of Lessor. A consent by Lessor to one such assignment, sub-letting or license shall not be deemed to be a consent to any subsequent assignment, sub-letting or license. An assignment, sub-letting or license without the prior written consent of Lessor or an assignment or sub-letting by operation of law shall be absolutely null and void and shall, at Lessor's option, terminate this Agreement.

7. ALTERATIONS AND IMPROVEMENTS. Lessee shall make no alterations to the buildings or improvements on the Premises or construct any building or make any other improvements on the Premises without the prior written consent of Lessor. Any and all alterations, changes, and/or improvements built, constructed or placed on the Premises by Lessee shall, unless otherwise provided by written agreement between Lessor and Lessee, be and become the property of Lessor and remain on the Premises at the expiration or earlier termination of this Agreement.

8. NON-DELIVERY OF POSSESSION. In the event Lessor cannot deliver possession of the Premises to Lessee upon the commencement of the Lease term, through no fault of Lessor or its agents, then Lessor or its agents shall have no liability, but the rental herein provided shall abate until possession is given. Lessor or its agents shall have thirty (30) days in which to give possession, and if possession is tendered within such time, Lessee agrees to accept the demised Premises and pay the rental herein provided from that date. In the event possession cannot be delivered within such time, through no fault of Lessor or its agents, then this Agreement and all rights hereunder shall terminate.

9. HAZARDOUS MATERIALS. Lessee shall not keep on the Premises any item of a dangerous, flammable or explosive character that might unreasonably increase the danger of fire or explosion on the Premises or that might be considered hazardous or extra hazardous by any responsible insurance company.

10. UTILITIES. Lessee shall be responsible for arranging for and paying for all utility services required on the Premises.

11. MAINTENANCE AND REPAIR; RULES. Lessee will, at its sole expense, keep and maintain the Premises and appurtenances in good and sanitary condition and repair during the term of this Agreement and any renewal thereof. Without limiting the generality of the foregoing, Lessee shall:

(a) Not obstruct the driveways, sidewalks, courts, entry ways, stairs and/or halls, which shall be used for the purposes of ingress and egress only;

(b) Keep all windows, glass, window coverings, doors, locks and hardware in good, clean order and repair;

(c) Not obstruct or cover the windows or doors;

(d) Not leave windows or doors in an open position during any inclement weather;

(e) Not hang any laundry, clothing, sheets, etc. from any window, rail, porch or balcony nor air or dry any of same within any yard area or space;

(f) Not cause or permit any locks or hooks to be placed upon any door or window without the prior written consent of Lessor;

(g) Keep all air conditioning filters clean and free from dirt;

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(h) Keep all lavatories, sinks, toilets, and all other water and plumbing apparatus in good order and repair and shall use same only for the purposes for which they were constructed. Lessee shall not allow any sweepings, rubbish, sand, rags, ashes or other substances to be thrown or deposited therein. Any damage to any such apparatus and the cost of clearing stopped plumbing resulting from misuse shall be borne by Lessee;

(i) And Lessee's family and guests shall at all times maintain order in the Premises and at all places on the Premises, and shall not make or permit any loud or improper noises, or otherwise disturb other residents;

(j) Keep all radios, television sets, stereos, phonographs, etc., turned down to a level of sound that does not annoy or interfere with other residents;

(k) Deposit all trash, garbage, rubbish or refuse in the locations provided therefor and shall not allow any trash, garbage, rubbish or refuse to be deposited or permitted to stand on the exterior of any building or within the common elements;

(l) Abide by and be bound by any and all rules and regulations affecting the Premises or the common area appurtenant thereto which may be adopted or promulgated by the Condominium or Homeowners' Association having control over them.

12. DAMAGE TO PREMISES. In the event the Premises are destroyed or rendered wholly untenantable by fire, storm, earthquake, or other casualty not caused by the negligence of Lessee, this Agreement shall terminate from such time except for the purpose of enforcing rights that may have then accrued hereunder. The rental provided for herein shall then be accounted for by and between Lessor and Lessee up to the time of such injury or destruction of the Premises, Lessee paying rentals up to such date and Lessor refunding rentals collected beyond such date. Should a portion of the Premises thereby be rendered untenantable, the Lessor shall have the option of either repairing such injured or damaged portion or terminating this Lease. In the event that Lessor exercises its right to repair such untenantable portion, the rental shall abate in the proportion that the injured parts bears to the whole Premises, and such part so injured shall be restored by Lessor as speedily as practicable, after which the full rent shall recommence and the Agreement continue according to its terms.

13. INSPECTION OF PREMISES. Lessor and Lessor's agents shall have the right at all reasonable times during the term of this Agreement and any renewal thereof to enter the Premises for the purpose of inspecting the Premises and all buildings and improvements thereon. And for the purposes of making any repairs, additions or alterations as may be deemed appropriate by Lessor for the preservation of the Premises or the building. Lessor and its agents shall further have the right to exhibit the Premises and to display the usual "for sale", "for rent" or "vacancy" signs on the Premises at any time within forty-five (45) days before the expiration of this Lease. The right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations or additions, but do not conform to this Agreement or to any restrictions, rules or regulations affecting the Premises.

14. SUBORDINATION OF LEASE. This Agreement and Lessee's interest hereunder are and shall be subordinate, junior and inferior to any and all mortgages, liens or encumbrances now or hereafter placed on the Premises by Lessor, all advances made under any such mortgages, liens or encumbrances (including, but not limited to, future advances), the interest payable on such mortgages, liens or encumbrances and any and all renewals, extensions or modifications of such mortgages, liens or encumbrances.

15. LESSEE'S HOLD OVER. If Lessee remains in possession of the Premises with the consent of Lessor after the natural expiration of this Agreement, a new tenancy from month-to-month shall be created between Lessor and Lessee which shall be subject to all of the terms and conditions hereof except that rent shall then be due and owing at ______(19)________ DOLLARS

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($___________) per month and except that such tenancy shall be terminable upon fifteen (15) days written notice served by either party.

16. SURRENDER OF PREMISES. Upon the expiration of the term hereof, Lessee shall surrender the Premises in as good a state and condition as they were at the commencement of this Agreement, reasonable use and wear and tear thereof and damages by the elements excepted.

17. ANIMALS. Lessee shall be entitled to keep no more than _(20)_ (___) domestic dogs, cats or birds; however, at such time as Lessee shall actually keep any such animal on the Premises, Lessee shall pay to Lessor a pet deposit of _________(21)__________ DOLLARS ($_______), _______(22)________ DOLLARS ($_________) of which shall be non-refundable and shall be used upon the termination or expiration of this Agreement for the purposes of cleaning the carpets of the building.

18. QUIET ENJOYMENT. Lessee, upon payment of all of the sums referred to herein as being payable by Lessee and Lessee's performance of all Lessee's agreements contained herein and Lessee's observance of all rules and regulations, shall and may peacefully and quietly have, hold and enjoy said Premises for the term hereof.

19. INDEMNIFICATION. Lessor shall not be liable for any damage or injury of or to the Lessee, Lessee's family, guests, invitees, agents or employees or to any person entering the Premises or the building of which the Premises are a part or to goods or equipment, or in the structure or equipment of the structure of which the Premises are a part, and Lessee hereby agrees to indemnify, defend and hold Lessor harmless from any and all claims or assertions of every kind and nature.

20. DEFAULT. If Lessee fails to comply with any of the material provisions of this Agreement, other than the covenant to pay rent, or of any present rules and regulations or any that may be hereafter prescribed by Lessor, or materially fails to comply with any duties imposed on Lessee by statute, within seven (7) days after delivery of written notice by Lessor specifying the non-compliance and indicating the intention of Lessor to terminate the Lease by reason thereof, Lessor may terminate this Agreement.

If Lessee fails to pay rent when due and the default continues for seven (7) days thereafter, Lessor may, at Lessor's option, declare the entire balance of rent payable hereunder to be immediately due and payable and may exercise any and all rights and remedies available to Lessor at law or in equity or may immediately terminate this Agreement.

21. LATE CHARGE. In the event that any payment required to be paid by Lessee hereunder is not made within three (3) days of when due, Lessee shall pay to Lessor, in addition to such payment or other charges due hereunder, a "late fee" in the amount of _________(23)____________ ($__________).

22. ABANDONMENT. If at any time during the term of this Agreement Lessee abandons the Premises or any part thereof, Lessor may, at Lessor's option, obtain possession of the Premises in the manner provided by law, and without becoming liable to Lessee for damages or for any payment of any kind whatever. Lessor may, at Lessor's discretion, as agent for Lessee, relet the Premises, or any part thereof, for the whole or any part thereof, for the whole or any part of the then unexpired term, and may receive and collect all rent payable by virtue of such reletting, and, at Lessor's option, hold Lessee liable for any difference between the rent that would have been payable under this Agreement during the balance of the unexpired term, if this Agreement had continued in force, and the net rent for such period realized by Lessor by means of such reletting. If Lessor's right of reentry is exercised following abandonment of the Premises by Lessee, then Lessor shall consider any personal property belonging to Lessee and left on the Premises to also have been abandoned, in which case Lessor may dispose of all such personal property in any manner Lessor shall deem proper and Lessor is hereby relieved of all liability for doing so.

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23. ATTORNEYS' FEES. Should it become necessary for Lessor to employ an attorney to enforce any of the conditions or covenants hereof, including the collection of rentals or gaining possession of the Premises, Lessee agrees to pay all expenses so incurred, including a reasonable attorneys' fee.

24. RECORDING OF AGREEMENT. Lessee shall not record this Agreement on the Public Records of any public office. In the event that Lessee shall record this Agreement, this Agreement shall, at Lessor's option, terminate immediately and Lessor shall be entitled to all rights and remedies that it has at law or in equity.

25. GOVERNING LAW. This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of _______(24)___________.

26. SEVERABILITY. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law.

27. BINDING EFFECT. The covenants, obligations and conditions herein contained shall be binding on and inure to the benefit of the heirs, legal representatives, and assigns of the parties hereto.

28. DESCRIPTIVE HEADINGS. The descriptive headings used herein are for convenience of reference only and they are not intended to have any effect whatsoever in determining the rights or obligations of the Lessor or Lessee.

29. CONSTRUCTION. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural.

30. NON-WAIVER. No indulgence, waiver, election or non-election by Lessor under this Agreement shall affect Lessee's duties and liabilities hereunder.

31. MODIFICATION. The parties hereby agree that this document contains the entire agreement between the parties and this Agreement shall not be modified, changed, altered or amended in any way except through a written amendment signed by all of the parties hereto.

IN WITNESS WHEREOF, the parties have caused these presents to be duly executed:

As to Lessor this _(25)_ day of _____(26)_____, 19_(27)_.

Witnesses: "Lessor"

___________(28)_____________ _____________(29)_____________

___________(30)_____________

___________(28)_____________

As to Lessee this _(31)_ day of ______(32)____, 19_(33)_.

Witnesses: "Lessee"

_________(28)____________ _____________(34)___________

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_________(28)____________ _____________(35)___________

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Renter Lease Form - Property Lease Form

TOP

This lease of __________(1)__________________, made _______(2)_____________, by and between __________(3)____________, whose address is __________(4)_________, hereinafter called Lessor, and __________(5)_____________, whose address is __________(6)____________, hereinafter called Lessee,

Witnesseth:

1. That Lessor hereby leases to Lessee, and Lessee leases from Lessor, subject to the terms and conditions herein set forth, the following (hereinafter sometimes referred to as the "Property"):

Make and Model Manufacturer's Serial No. Registration No.

Together with all equipment and accessories attached thereto or used in connection therewith including the following: ____________(7)______________________

All of which are included in the term Property as used herein. Lessee hereby acknowledges delivery and acceptance of the aforesaid Property upon the terms and conditions of this lease.

2. Lessor hereby leases to Lessee said Property for the purpose of _____(8)____________.

3. The term of this lease is ______(9)____________, beginning this day and ending _________(10)______________.

4. In consideration of said lease, Lessee covenants and agrees as follows:

(a) To pay to Lessor for the possession and use of said Property for the purpose aforesaid, _____(11)____ dollars ($_________), payable as follows: ____________(20)___________.

(b) To safely keep and carefully use the Property and not sell or attempt to sell, remove or attempt to remove, the same or any part thereof, except reasonably for the purpose aforesaid.

(c) Lessee shall, during the term of this lease and until return and delivery of the Property to Lessor, abide by and conform to, and cause others to abide by and conform to, all laws and governmental and airport orders, rules and regulations, including any future amendments thereto, controlling or in any manner affecting operation, use or occupancy of said Property or use of airport premises by said Property.

(d) Lessee shall pay all taxes, assessments and charges on said Property or its use during the time he is in possession of the same, imposed by federal, state, municipal or other public, or other authority; save Lessor free and harmless therefrom; and to these ends reimburse Lessor on a pro rata basis for such taxes or charges paid by Lessor hereto or hereafter.

(e) Lessee accepts the Property in its present condition, and during the term of this lease and until return and delivery of the Property Lessor the Lessee shall maintain it in its present condition, reasonable wear and tear occurring despite standards of good maintenance of Property excepted, and shall repair at his own expense any damages to said Property caused by operation or use by lessee or by others during the term of this lease and until delivery of the Property to Lessor.

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(f) Neither Lessee nor others shall have the right to incur any mechanic's or other lien in connection with the repair, maintenance or storage of said Property, and Lessee agrees that neither he nor others will attempt to convey or mortgage or create any lien of any kind or character against the same or do anything or take action that might mature into such a lien.

(g) Lessee shall be responsible and liable to Lessor for, and indemnify Lessor against, any and all damage to the Property, which occurs in any manner from any cause or causes during the term of this lease or until return and delivery of the Property to Lessor. Lessee shall be responsible and liable for, indemnify Lessor against, hold Lessor free and harmless from any claim or claims of any kind whatsoever for or from, and promptly pay any judgment for, any and all liability for personal injuries, death or property damages, or any of them, which arise or in any manner are occasioned by the acts or negligence of Lessee or others in the custody, operation or use of, or with respect to, said Property, during the term of this lease or until return and delivery of the Property to Lessor.

(h) Lessee will keep insured from and including this day until return and delivery of the Property to Lessor, in such company or companies as Lessor shall approve, according to applicable standard forms of policy, and for the benefit of Lessor, (1) against loss or damage from any cause or causes to the Property for the full value thereof in the amount of one million dollars, and (2) against liability for personal injuries, death, or property damages, or any of them, arising or in any manner occasioned by the acts or negligence of Lessee or others in the custody, operation or use of, or with respect to said Property, in the amount of one million dollars relative to personal injuries and/or death and one million dollars relative to property damages.

(i) Lessee shall return and deliver, at the expiration of the term herein granted, the whole of said Property to the Lessor in as good condition as the same is, reasonable wear and tear excepted.

(j) It is mutually agreed that in case Lessee shall violate any of the aforesaid covenants, terms and conditions Lessor may at his option without notice terminate this lease and take possession of said Property wherever found. WITNESSES

___________(13)________________ ____________(14)______________ LESSOR

___________(13)________________

___________(13)________________ ____________(15)______________ LESSEE

___________(13)________________

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Proxy TOP

BE IT KNOWN, that I, ________(1)________, the undersigned Shareholder of ________(2)_______, a _____(3)_____ corporation, hereby constitute and appoint __________(4)_________ as my true and lawful attorney and agent for me and in my name, place and stead, to vote as my proxy at the Meeting of the Shareholders of the said corporation, to be held on _______(5)________ or any adjournment thereof, for the transaction of any business which may legally come before the meeting, and for me and in my name, to act as fully as I could do if personally present; and I herewith revoke any other proxy heretofore given.

WITNESS my hand and seal this _(6)_ day of ____(7)___, 19(8).

____________(9)_________________ _____________(10)______________

____________(9)_________________

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Automobile Rental Agreement

TOP

This Agreement is made and entered in this _(1)_ day of ________(2)________, 19_(3)_, between _________(4)____________, of ________________(5)__________________, hereinafter called "Owner", and __________(6)__________, of ______________(7)________________, hereinafter called "Renter".

Vehicle

The vehicle which the Owner hereby agrees to rent is:

_____(8)_______ ________(9)_________ ______(10)______

____(11)_______ _______(12)_________ ______(13)______

Mileage at beginning of rental period: ____(14)____

The Owner represents that to the best of his knowledge and belief that said vehicle is in sound and safe condition and free of any known faults or defects which would affect its safe operation under normal use.

Rental Period

The Owner agrees to rent the above-described vehicle to the Renter for a period of ____(15)_____ beginning at _(16)_M. on _______(17)________ and ending at _(16)_M. on _______(18)________.

The Renter agrees (a) that the rented vehicle shall not be used to carry passengers or property for hire; (b) that the rented vehicle shall not be used to carry passengers other than in the interior or cab of the vehicle; (c) that the rented vehicle shall not be used to carry passengers in excess of the capacity thereof; (d) not to use the vehicle to push, propel or two another vehicle, trailer or any other thing without the written permission of the owner; (e) not to use the vehicle for any race or competition; (f) not to use the vehicle for any illegal purpose; (g) not to operate the vehicle in a negligent manner; (h) not to permit the vehicle to be operated by any other person without the written permission of the owner; and (i) not to carry passengers, property or materials in excess of the rated weight carrying capacity of the vehicle.

Insurance

The Renter hereby agrees that he shall fully indemnify the Owner for any and all loss of or damage to the vehicle or equipment during the term of this Agreement whether caused by collision, fire, flood, vandalism, theft or any other cause, except that which shall be determined to be caused by a fault or defect of the vehicle or equipment.

Rental Rate

The Renter hereby agrees to pay the Owner at the rate of $___(19)___ per ____(20)____ for the use of said vehicle. All fuel used shall be paid for by the Renter.

Deposit

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The Renter further agrees to make a deposit of $____(21)____ with the Owner, said deposit to be used, in the event of loss of or damage to the vehicle or equipment during the term of this Agreement, to defray fully or partially the cost of necessary repairs or replacement. In the absence of damage or loss, said deposit shall be credited toward payment of the rental fee and any excess shall be returned to the Renter.

Return of Vehicle to Owner

The Renter hereby agrees to return said vehicle to the Owner at _________(22)__________ no later than ________(23)____________.

IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement on the date first above written.

_____________(24)______________

_____________(25)______________

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Articles of Incorporation

TOP

Articles of Incorporation Of

____________(1)_______________

The undersigned, for the purpose of forming a corporation under the laws of the State of ________(2)___________, do hereby adopt the following articles of incorporation:

ARTICLE ONE

The name of the corporation is __________(3)___________.

ARTICLE TWO

CORPORATE DURATION

The duration of the corporation is perpetual.

ARTICLE THREE

PURPOSE OR PURPOSES

The general purposes for which the corporation is organized are: 1. To engage in the business of _______(4)___________.

2. To engage in any other trade or business which can, in the opinion of the board of directors of the corporation, be advantageously carried on in connection with or auxiliary to the foregoing business.

3. To do such other things as are incidental to the foregoing or necessary or desirable in order to accomplish the foregoing.

ARTICLE FOUR

CAPITALIZATION

The aggregate number of shares which the corporation is authorized to issue is ____(5)_______. Such shares shall be of a single class, and shall have a par value of One Dollar ($1.00) per share.

ARTICLE FIVE

REGISTERED OFFICE AND AGENT

The street address of the initial registered office of the corporation is _________(6)____________, and the name of its initial registered agent at such address, is _______(7)_________.

ARTICLE SIX

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DIRECTORS

The number of directors constituting the initial board of directors of the corporation is _____(8)______. The name and address of each person who is to serve as a member of the initial board of directors is:

Name Address

(9) _________________ (10) ___________________

(11) _________________ (12) ___________________

(13) _________________ (14) ___________________

ARTICLE SEVEN

INCORPORATORS

The name and address of each incorporator is:

Name Address

(15) _________________ (16) ___________________

(17) _________________ (18) ___________________

(19) _________________ (20) ___________________

Executed by the undersigned at on _________(21)____________. _________(22)____________ _________(23)____________ _________(24)____________

STATE OF ________(25)___________)

COUNTY OF _______(26)___________)

BEFORE ME, the undersigned authority, on this _(27)_ day of _______(28)________, 19_(29)_, personally appeared _________(30)___________ to me well known to be the person described in and who signed the Foregoing, and acknowledged to me that he executed the same freely and voluntarily for the uses and purposes therein expressed.

WITNESS my hand and official seal the date aforesaid.

_____________(31)______________ NOTARY PUBLIC

My Commission Expires:____(32)____

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Construction Contract - Construction Forms

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This agreement made this _(1)_ day of ____(2)__________, 19__(3)_, by and between ________(4)___________, of _______(5)____________, herein referred to as "owner", and __________(6)__________, of _________(7)__________, herein referred to as "contractor".

Owner and contractor in consideration of the mutual covenants hereinafter set forth agree as follows:

SECTION ONE

STRUCTURE AND SITE

Contractor shall furnish all labor and materials necessary to construct a ____(8)______, upon the following described property, which owner warrants he owns, free and clear of liens and encumbrances: ________(9)___________.

SECTION TWO

PLANS

Contractor shall construct the structure in conformance with the plans, specifications, and breakdown and binder receipt signed by contractor and owner, and will do so in a workmanlike manner. Contractor is not responsible for furnishing any improvements other than the structure, such as landscaping, grading, walkways, painting, sewer or water systems, steps, driveways, patios and aprons, etc., unless they are specifically stated in the breakdown.

SECTION THREE

PAYMENT

Owner shall pay contractor the sum of ___(10)___ Dollars ($__________) in installments as set forth in the escrow instructions or the primary lender's schedule (whichever is applicable) signed by owner. In the event any installment is not paid when due, contractor may stop work until payment is made and for five (5) days thereafter. In the event any installment is not paid within ten (10) days after it is due, contractor may take such action as may be necessary, including legal proceedings, to enforce its rights hereunder.

SECTION FOUR

PREPARATION

Prior to the start of construction, owner shall provide a clear, accessible building site, properly excavated and correctly zoned for the structure, and shall identify the boundaries of owner's property by stakes at all corners. Owner shall maintain such stakes in proper position throughout construction. In the event contractor cannot obtain a building permit within thirty (30) days of the date of this agreement, contractor may declare the agreement of no further force or effect.

SECTION FIVE

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UTILITIES

Prior to the start of construction, and at all times during construction, owner shall provide and maintain, at owner's sole expense, an all-weather roadway to the building site, and water and electrical service, including 220 amp outlet. Owner shall, at owner's expense, connect permanent electrical service, gas service or oil service, whichever is applicable, and tanks and lines to the structure upon acceptable cover inspection and prior to wall covering. Owner shall, at owner's expense, connect sewage disposal and water lines to the structure within fifteen (15) days after the rough plumbing is complete.

SECTION SIX

RESPONSIBILITY

Contractor shall not be responsible for claims arising out of improper placement or positioning of boundary stakes or house stakes; nor shall contractor be responsible for damages to persons or property occasioned by owner or his agents, third parties, acts of God or other causes beyond contractor's control. Owner shall hold contractor completely harmless from, and shall indemnify contractor for, all costs, damages, losses, and expenses, including judgments and attorneys fees, resulting from claims arising from causes enumerated in this paragraph.

SECTION SEVEN

POSSESSION

Owner shall not have possession of the structure until such time as all payments or other obligations required to them as set forth in this agreement have been fully paid or performed by them. If possession of structure is taken by owner before the above obligations are met, without the written consent of contractor, it shall be considered as acceptance of the structure, by the owner, as complete and satisfactory.

SECTION EIGHT

GENERAL PROVISIONS

Owner agrees to promptly complete the necessary requirements to obtain financing and to prepare the site for construction. There are no understandings or agreements between contractor and owner other than those set forth in this agreement and in the documents referred to in Sections Two and Three. No other statement, representation or promise has been made to induce either party to enter into this agreement. This agreement and the documents referred to in Sections Two and Three may not be modified or amended except by written agreement of the parties. In witness whereof, the parties have executed this agreement the day and year first written above.

Witnesses Owner

____________(11)_______________ ___________(12)_______________

____________(11)_______________

Witnesses Contractor

____________(11)_______________ ___________(13)_______________

____________(11)_______________

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NOTICE

General Power of Attorney

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I, ________(1)__________, of ________(2)____________, hereby appoint __________(3)____________, of _________(4)_____________, as my attorney in fact to act in my capacity to do every act that I may legally do through an attorney in fact. This power shall be in full force and effect on the date below written and shall remain in full force and effect until _______(5)____________ or unless specifically extended or rescinded earlier by either party.

Dated _______(6)____________, 19_(7)__.

____________(8)_______________

STATE OF _________(9)___________

COUNTY OF ________(10)__________

BEFORE ME, the undersigned authority, on this _(11)_ day of _______(12)_______, 19_(13)_, personally appeared _______(14)_______________ to me well known to be the person described in and who signed the Foregoing, and acknowledged to me that he executed the same freely and voluntarily for the uses and purposes therein expressed.


_____________(15)____________ NOTARY PUBLIC

My Commission Expires:__(16)__

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Letter of Resignation

TOP Dear

This is to inform you that an has presenteditself that will enable me to work in the area of mystated preference, which is (designate)

I am therefore tendering my resignation from your companyand wish to advise you that (date) will be my last dayof employment.

I would like to thank you for the experience of having workedfor (name of firm) , a truly outstanding organization.

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Buy-Sell Agreement

TOP AGREEMENT, made this _(1)_ day of _____(2)_____, 19_(3)_, by and between _______(4)________, ____(5)_______, _____(6)______, hereinafter separately referred to as "Stockholder", and jointly as "Stockholders", and ________(7)_________, a _____(8)______ corporation, hereinafter referred to as the "Corporation",


WHEREAS, the Stockholders together own 100% of the outstanding shares of capital stock of the Corporation, and

WHEREAS, as used herein, the term "shares" shall mean all shares of common stock, at $__(9)___ par value, of the Corporation now owned or hereafter acquired by the parties, and

WHEREAS, the Stockholders are actively engaged in the conduct of the business of the Corporation, and it is contemplated that success or failure of the corporate enterprise will at all times depend in large measure on the personal abilities of the Stockholders, and

WHEREAS, there is not now, nor is there likely in the future to be a substantial market for the shares of the Corporation, and

WHEREAS, for the foregoing reasons, the parties desire to provide for the purchase by another Stockholder or by the Corporation of the stock of any party desiring to sell the same; and for the purchase by the Corporation of the stock of a deceased party.

IT IS THEREFORE AGREED, in consideration of the mutual promises and covenants hereinafter set forth, as follows:

1. Restriction During Life. No stockholder shall transfer or encumber any of his shares of capital stock of the Corporation during his lifetime to any person, firm or corporation, without the consent of the Corporation and the other Stockholder, unless the Stockholder desiring to make the transfer or encumber (hereinafter referred to also as the "Transferor") shall have first made the offer hereinafter described and such offer shall not have been accepted.

A. Offer by the Transferor: The offer shall be given pro rata initially to the other Stockholder(s) and shall consist of an offer to sell or encumber all of the shares of the capital stock of the Corporation owned by the Transferor, to which shall be attached a statement of intention to transfer, the name and address of such prospective transferee, the number of shares of capital stock involved, and the terms of such transfer or encumbrance.

B. Acceptance of Offer: Within thirty (30) days after the receipt of such offer the other Stockholder(s) may, at their option, elect to accept the offer. If such offer is not accepted by the other Stockholder(s), the Corporation may within thirty (30) days after the rejection of such offer, at its option, elect to accept the offer. The Corporation shall exercise its election to purchase by giving notice thereof to the Transferor and to the other Stockholder(s). The other Stockholder(s) shall exercise the election to purchase by giving notice thereof to the Transferor and to the Corporation. In either event, the notice shall specify a date for the closing of the transaction, which shall not be more than thirty (30) days after the date of the giving of such notice.

C. Purchase Price: The purchase price for, or the consideration for the encumbrance of the shares of the capital stock of the Corporation owned by the Transferor shall be set forth in paragraph 3 hereof.

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D. Closing of Transaction: The closing of the transaction shall take place at the principal office of the Corporation. The consideration shall be paid as provided for in paragraph 3 hereof. Certificates for all shares sold or encumbered hereunder, property endorsed to the Corporation or to the purchasing Stockholder, as the case may be, shall be delivered by the transferor not later than the date of closing.

E. Release from Restriction: If the offer is neither accepted by the Corporation nor by the other Stockholder(s), the Transferor may make a bona fide transfer to the prospective transferee named in the statement attached to the offer, such transfer to be made only in strict accordance with the terms therein stated. However, if the Transferor shall fail to make such transfer within __(10)__ (___) days following the expiration of the election period by the other Stockholder(s), such shares of capital stock shall again become subject to all of the restrictions of this Agreement, provided, however, that nothing contained herein shall be construed as releasing any shares of this Corporation from any restriction or requirement of law concerning transfer of such shares.

F. Termination of Employment: Any shareholder whose employment in any capacity with the company or its subsidiaries terminates for any reason whatsoever, voluntarily or involuntarily, shall be considered as of the date of such termination of employment to have made an offer of all of his shares of stock subject to the terms of this Agreement, at the purchase price stated in paragraph 3 hereof.

G. Subchapter "S" Election: If at the time of a transfer of stock permitted hereunder, the Corporation then is an "S" corporation, the transferee and new stockholder shall be required to consent in writing not to revoke such "S" election without the unanimous approval of all other stockholders. Such written consent shall be executed and delivered prior to the delivery of the shares to the transferee at the closing of such sale and transfer.

2. Purchase Upon Death. Upon the death of a Stockholder (hereinafter referred to as Decedent), all of the shares of the capital stock of the Corporation owned by him, and to which he or his estate shall be entitled, shall be sold and purchased as hereinafter provided:

A. Obligation of the Corporation to Purchase: It shall be for the Corporation to purchase from the Decedent's Personal Representative, and the Decedent's Personal Representative shall be obligated to sell to the Corporation, all of the shares of the capital stock of the Corporation owned by the Decedent and to which the Decedent or his Personal Representative shall be entitled, at the price set forth in paragraph 3 hereof.

B. Closing: The closing of such purchase and sale shall take place at the offices of the Corporation, at a date selected by the Corporation upon _(11)_ days notice to the Transferor which date shall be not more than _(12)_ days following the date of the qualification of the Personal Representative and not less than _(13)_ days following such date.

C. Insurance: To insure or partially insure its obligation under this Agreement to purchase from the estate of a deceased Stockholder the shares owned by him prior to his death, the Corporation shall have the option to purchase policies of insurance covering the lives of each Stockholder in any amount deemed desirable. In the event any Stockholder ceases to be a Stockholder of the Corporation, the Corporation shall terminate any such insurance on such Stockholder's life and in the event any Stockholder increases his holdings of the shares of the Corporation, the Corporation shall procure and maintain, if so desired by it, additional insurance on the life of such Stockholder proportionate to the increase in the holdings of such Stockholder.

If the corporation shall receive any proceeds of any policy on the life of the Decedent, such proceeds shall be used by the Corporation to pay the Decedent's Personal Representative to the extent of the purchase price of the Decedent's stock, such payment to be deemed made on account of such purchase price.

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D. Balance of Purchase Price: If the amount of any insurance proceeds is insufficient to pay the purchase price of any Decedent's shares, then the balance of the purchase price remaining after credit for any insurance proceeds shall be payable as follows: _(14)_% of the balance due to be paid shall be paid in cash, and the balance shall be represented by a promissory note executed by the purchaser payable in (15) (___) installments, which note shall be secured by the stock of the deceased Stockholder.

E. "S" Election: If the corporation is an "S" corporation at the time of the transfer and sale of its stock, the transferee and new stockholder shall be required to consent in writing not to revoke such "S" election without the unanimous approval of all other stockholders. Such written consent shall be submitted prior to the delivery of the shares to the transferee.

3. Consideration.

A. Unless the parties agree to another price in writing, the price for each share of capital stock to be sold under this Agreement shall be equal to its fair market value as an on-going business concern as determined in the sole discretion of the company's Certified Public Accountant, (CPA) and such determination by the CPA shall be binding and conclusive upon the parties hereto.

B. Unless the parties agree otherwise, the purchase price shall be paid as follows:

i. __(16)__ percent (___) of the amount determined to be due as the price to be paid at the closing in addition to any insurance proceeds and the balance to be payable by the execution of a promissory note in such amount to be repaid in _(17)_ (___) installments, such note to be secured by the stock being sold.

ii. The promissory note shall bear interest until paid in full at the prime rate as determined from time to time by Chase Manhattan Bank or any other bank as determined by and agreed upon by the Stockholders.

iii. In the event that suit shall be required to collect on the promissory notes above referred to, then in such event, the defaulting Stockholder or the Corporation shall pay for attorney fees, and courts costs, incurred in such action.

4. Limitation on Stockholder's Right to Pledge Stock. The restrictions of paragraph 1 above shall not apply to encumbrances as collateral for a note or notes in favor of the company or any one or more of the other Stockholders or in favor of a recognized lending institution, but only if the proceeds of such loan are used in their entirety to purchase shares of the Corporation and the borrowing Stockholder delivers to the Corporation and the other Stockholder(s) the written commitment of the lender, in form acceptable to the Corporation that such lender will not dispose of such shares without first affording the Corporation and the other Stockholder(s) the right for a period of _(18)_ days to purchase shares at a price satisfactory to the Corporation and the other Stockholder(s).

5.Corporate Restrictions After Purchase. So long as any part of the purchase price of shares of capital stock sold in accordance with this Agreement remains unpaid, the Corporation shall not:

A. declare or pay dividends on its capital stock;

B. reorganize its capital structure;

C. merge or consolidate with any other corporation, or sell any of its assets except in the regular course of business;

D. increase the salary of any officer or executive employee of the Corporation;

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E. allow any of its obligations to become in default; or

F. allow any judgments against the Corporation or any liens against the Corporation's property to remain unsatisfied.

So long as any part of such purchase price remains unpaid, the Transferor, or the Personal Representative of the Decedent shall have the right to examine the books and records of the Corporation from time to time and to receive copies of all accounting reports and tax returns prepared for the Corporation. If the Corporation breaches any of its obligations under this paragraph, the Transferor or the Personal Representative, in addition to any other remedies available, may elect to declare the entire unpaid purchase price due and payable forthwith.

6. Purchase By Stockholder. Whenever a Stockholder purchases shares of capital stock under this Agreement, such purchaser (unless he shall have paid the entire purchase price in cash) shall, following the delivery of the purchased stock, endorse the new certificates of stock issued to such purchaser, execute a UCC-1 Financing Statement (for recording), and deliver the same to the Seller as collateral security for the payment of the unpaid purchase price; and such capital stock shall be so held until the entire purchase price shall be paid. While such capital shall be so held as collateral security and so long as the Purchaser is not in default, the Purchaser shall be entitled to all voting rights with respect thereto. Dividends paid shall be applied to the indebtedness.

7. Purchase By Corporation. Whenever the Corporation shall, pursuant to this Agreement, be required to purchase shares of the capital stock of the Corporation, the Stockholders and the Personal Representative of any Decedent shall do all things and execute and deliver all papers as may be necessary to consummate such purchase. Any note required to be given hereunder by the Corporation as part of the purchase price shall be endorsed and guaranteed by the remaining or surviving Stockholders, who shall not be discharged from such liability by reason of the subsequent extension, modification or renewal of any such note. Until all amounts due are paid, the stock certificates and a UCC-1 Financing Statement (to be recorded) shall be delivered to Seller.

8. Endorsement On Stock Certificates. Each certificate representing shares of capital stock of the Corporation now or hereafter held by the Stockholders shall contain with a legend in substantially the following form: "The transfer or encumbrance of the shares of stock represented by the within certificate is restricted under the terms of an Agreement dated ____(19)______ a copy of which is on file at the Corporation office."

9. Value of Purchase Price for Tax Purposes. It is understood that the purchase price, determined as set forth hereinabove, shall be the value of the purchased shares for all tax purposes. In the event such value is later increased by any federal or state taxing authority, any tax liability resulting from such increase shall be borne by the selling Stockholder or his Personal Representative, as the case may be.

10. Amendments. This Agreement may be amended or altered by execution of a written agreement authorized by corporate resolution and signed by all the parties hereto.

11. Notices. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein, shall be given in writing by registered or certified mail addressed, in the case of the Stockholders, to his address appearing on the stockbooks of the Corporation, or to his residence, or to such other address as may be designated by him, and in the case of the Corporation, to the principal office of the Corporation, postage prepaid, by United States Mail, and shall be considered to have been delivered on the 2nd day following the date stamped by the post office.

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12. Invalid Provision. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and the Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

13. Modification. It is understood between the parties that this Agreement contains the entire understanding of the parties and no change or modification of this Agreement shall be valid unless the same be in writing and signed by all the parties hereto.

14.Binding Effect. This Agreement shall bind and, unless inconsistent with its provisions, shall inure to the benefit of the Executor, Administrator or Personal Representative, and the heirs and assigns of each of the Stockholders.

15. Prior Agreement. This Agreement supersedes any prior Agreement of the parties.

16. Deadlock. If at any time the Stockholders cannot agree on the Certified Public Accountant of the company and therefore are unable to establish an acceptable price for purchase, the matter shall be submitted to arbitration in the following manner:

A. Each Stockholder shall, within __(20)___ (___) days after notice of such deadlock, appoint a Certified Public Accountant, and the two accountants shall then appoint a third Certified Public Accountant within __(21)__ (___) days after the two accountants are selected, and the average of purchase price determined by them shall be final, conclusive and binding upon the Stockholders, their executors, administrators and personal representatives, and a judgment on such determination may be obtained in any court of proper jurisdiction. The cost of such accounting shall be borne equally by the parties unable to reach agreement hereunder.

In the event any one of the Stockholders shall fail within the given time to select a Certified Public Accountant to represent him to resolve the dispute, then and in such event, the remaining Stockholder shall have the right to institute suit for specific performance under this Agreement, and the defaulting Stockholder shall pay for all attorney fees and court costs of such action.

17. Indebtedness of a Stockholder. In the event that there is a purchase and sale of shares of stock or interest therein, pursuant to the provisions hereinabove, and there is any indebtedness owed by the selling Stockholder or his estate to any party to this Agreement, then, notwithstanding the said provisions relating to the payment of the purchase price, and any amount to be paid for the stock being purchased shall be applied first to reduce and satisfy any indebtedness owed by the Selling Stockholder or his estate to any party under this Agreement.

18. Default. In the event of a default in the payment of any installment of the purchase price, the covenants and conditions of this Agreement, or any Security Agreement given to Sellers, Sellers may declare the entire unpaid portion of the purchase price to be immediately due and payable, and may proceed to enforce payment of same and to exercise any and all rights and remedies provided by the Uniform Commercial Code as well as any other rights and remedies either at law or in equity available to them, and Seller may assign, sell or transfer all or any part of the collateral in such manner, at such price, and on such terms and conditions as Sellers, in their sole and absolute discretion, may determine. Sellers or the Corporation shall have the right to purchase any or all of the collateral, apply any unpaid indebtedness on account thereof, and have a claim against Purchaser for the balance of such indebtedness in addition to any and all remedies available to them at law or in equity.

19. Voting. It is understood and agreed that until the purchase price shall have been paid in full, the Purchaser shall have no voting rights whatsoever.

20. Termination of Agreement. This Agreement shall terminate upon the occurrence of one of the following events:

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A. The written agreement of the parties hereto or their successors in interest to that effect;

B. The bankruptcy, receivership, or dissolution of the Corporation;

C. The disposal of all the shares of stock of any Stockholder during his lifetime or by his Personal Representative or estate upon his death, shall terminate this Agreement as to such retiring or deceased Stockholder; or

D. All of the issued and outstanding stock of the Corporation becoming owned by one of the Stockholders of the Corporation.

21. Laws Governed By. This Agreement is executed in and shall be construed by and governed under the laws of the State of ______(22)______.

22. Withdrawal from Corporation. Any Shareholder may withdraw from participation in the Corporation at any time in accordance with the following provisions:

A. Notice to Corporation. Such Stockholder ("Withdrawing Stockholder") shall give notice to the Corporation at least _____(23)_______ (____) days prior to the date (he)(she) wants to withdraw ("Withdrawal Date") which notice shall set forth the Withdrawal Date.

B. Offer to Corporation. Within _____(24)_____ (___) days after receipt of such notice, the Corporation may, at its option, elect to purchase all, but not less than all, of the Withdrawing Stockholder's shares. The Corporation shall exercise its option to purchase by giving written notice thereof to the Withdrawing Stockholder within said ______(25)_______ (___) day period. Such written notice shall specify a date for the closing of the purchase, which shall not be more than ___(26)____ (___) days after the date of the giving of such notice. The purchase price for the shares to be paid by the Corporation and terms of payment therefor shall be as set forth in Paragraph 3 hereof.

C. Acceptance by Stockholders. If the Corporation fails to exercise said option within said _____(27)_______ (____) day period, then for a ______(28)_______ (____) day period thereafter the other Stockholder(s) of the Corporation shall have the option to purchase such shares, such option to be exercised in the same manner as that of the Corporation, and the purchase price and terms of payment to be the same for the Stockholder(s) as for the Corporation as set forth in Paragraph 3 hereof. The option may be exercised by the Stockholders pro rata (based on that proportion which the number of shares owned by each other Stockholder bears to the total number of shares then outstanding, not counting the shares proposed to be sold), and if one (or more) of the Stockholders does not desire to exercise his option, then his option shall be exercisable on a pro rata basis by the other Stockholders (not counting for any purpose, the shares proposed to be sold or the shares owned by any Stockholder who does not desire to exercise his option); or the option may be exercised by the other Stockholders on such basis as they may agree upon.

D. Dissolution and Liquidation. In the event that neither the Corporation nor the other Stockholder(s) purchase the shares of the Withdrawing Stockholder, the other Stockholder(s) agree to execute a consent voluntarily dissolving the Corporation. In addition, the Stockholder(s) agree to liquidate the assets of the Corporation as soon as practicable thereafter.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. Signed, Sealed and Delivered in the Presence of:

"STOCKHOLDERS"

__________(29)______________ __________(35)_________________

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__________(30)______________

__________(31)______________ __________(36)_________________

__________(32)______________

"CORPORATION"

__________(33)______________ By:___________(37)________________

President of the Corporation

__________(34)______________

ATTEST: _________(38)________ Secretary of the Corporation

(CORPORATE SEAL)

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General Release

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BE IT KNOWN, that ________(1)_________, (hereinafter referred to as "Releasor"), for and in consideration of the sum of _________(2)_________ ($_________) Dollars, and other valuable consideration received from or on behalf of _________(3)________, (hereinafter referred to as "Releasee"), the receipt of which is hereby acknowledged, does hereby remise, release, acquit, satisfy, and forever discharge the said Releasee, of and from all manner of actions, causes of action, suits, debts, covenants, contracts, controversies, agreements, promises, claims and demands whatsoever, which said Releasor ever had, now has, or which any personal representative, successor, heir or assign of said Releasor, hereafter can, shall or may have, against said Releasee, by reason of any matter, cause or thing whatsoever, from the beginning of time to the date of this instrument.

IN WITNESS WHEREOF, the said Releasor has hereunto set hand and seal this _(4)_ day of ________(5)_________, 19_(6)_.

Signed, sealed and delivered in the presence of:

"RELEASOR"

_____________(7)________________ _____________(8)_______________

_____________(7)________________

STATE OF ________(9)________

COUNTY OF _______(10)_______

I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid, to take acknowledgments, personally appeared ________(11)_________, to me known to be the person described in and who executed the foregoing instrument and acknowledged before me that it was executed for the purposes set out therein.

____________(12)______________

My Commission Expires: ________(13)________

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Affidavit

TOP

STATE OF ______(1)_______) ss: COUNTY OF ____(2)________)

KNOW ALL YE MEN BY THESE PRESENTS,

That on this _(3)__ day of ______(4)_________, 19_(5)_, personally came and appeared before me ______(6)__________, of __________(7)_______________, known, and known to me, who after being first duly sworn, deposes and says:

(Insert Sworn Statement)

FURTHER AFFIANT SAYETH NOT.

__________(8)____________

SUBSCRIBED TO AND SWORN TO before me this ___(9) day of____(10)____________, 19_(11)_.

_____________(12)__________ NOTARY PUBLIC

My Commission Expires __(13)__

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Promissory Note Business Form Template

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$______(1)___ ____(2)_____, _____(3)_____

_______(4)________, 19_(5)_

FOR VALUE RECEIVED, the undersigned, promise to pay to the order of ___________(6)______________, (hereinafter referred to as "Payee"; Payee together with any subsequent holder hereof or any interest herein being hereinafter referred to as "Holder") at___________(7)______________, or at such other place as the Holder may from time to time designate in writing, without grace, except as may be otherwise expressly provided for herein, the principal sum _________(8)____________ ($______), together with interest from the date hereof at a rate of (9)% per annum on the unpaid principal balance from time to time outstanding in accordance with the following provisions:

(a) Commencing ______(10)______ 19_(11)_, and on the _(12)_ day of each and every month thereafter until _____(13)______, 19_(14)_, the undersigned shall pay to Holder equal installments of ______(15)_____ ($_______), including principal and accrued interest on the unpaid principal balance. The entire outstanding principal balance shall be due and payable in full on or before _______(16)_______, 19_(17)_.

This Note and the instruments securing it are to be governed, interpreted and construed by, through and under the laws of the State of ______(18)______. This Note may be prepaid in whole or in part at any time without penalty or premium. If this Note provides for installment payments of principal, prepayment of principal payments shall be applied in the inverse order such installment payments are due, applying first to the last principal installment due hereunder.

This Note is secured by a Mortgage of even date herewith executed by the undersigned in favor of the Payee herein, which is a lien on certain collateral security as described therein.

In the event that any payment of principal and/or interest is not made within thirty (30) days that same is due, which event shall constitute an "Event of Default" hereunder, or in the event of any default under the terms of the Mortgage securing this Note, the undersigned shall pay, during the period of such default, interest on the unpaid balance of the indebtedness evidenced by this Note at the highest rate allowed by law.

The Holder shall have the optional right to declare the amount of the total unpaid balance hereto to be due and forthwith payable in advance of the maturity date of any sum due or installment, as fixed herein, upon the failure of the undersigned to pay, when due and after thirty (30) days+ that same is due, any of the installments of interest and/or principal, or upon the occurrence of any event of default or failure to perform in accordance with any of the terms and conditions in the Mortgage securing this Note or in any other security document executed and/or delivered in conjunction herewith. Upon exercise of this option by the Holder, the entire unpaid principal shall bear interest at the highest rate allowed by law. Forbearance to exercise this option with respect to any failure or breach of the undersigned shall not constitute a waiver of the rights to any continuing failure or breach or any subsequent failure or breach.

In no event shall the amount of interest due or payments in the nature of interest payable hereunder exceed the maximum rate of interest allowed by applicable law, as amended from time to time, and in the event any such payment is paid by the undersigned or received by the Holder, then such excess sum shall be credited as a payment of principal, unless the undersigned shall notify the Holder, in writing, that the undersigned elects to have such excess sum returned to it forthwith.

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Time is of the essence hereunder and, in case this Note is collected by law or through an attorney-at-law, or under advice therefrom, the undersigned agrees to pay all costs of collection including reasonable attorneys' fees. Reasonable attorneys' fees are defined to include, but not be limited to, all fees incurred in all matters of collection and enforcement, construction and interpretation, before, during and after suit, trial, proceedings and appeals. Attorneys' fees shall also include hourly charges for paralegals, law clerks and other staff members operating under the supervision of an attorney.

The remedies of the Holder, as provided herein or in the Mortgage, shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall raise. No act of omission or commission of the Holder, including specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release of the same, such waiver or release to be affected only through a written document executed by the Holder and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing, as a bar to, or as a waiver or release of any subsequent right, remedy or recourse as to a subsequent event.

Any notice to be given or to be served upon any party hereto, in connection with this Note, must be in writing, and may be given by certified or registered mail and shall be deemed to have been given and received on the third (3rd) business day after a certified or registered letter containing such notice, properly address, with postage prepaid, is deposited in the United States mail; and if given otherwise then by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed. Such notices shall be given to the parties hereto as set forth in the Mortgage.

All persons or corporations or other entities now or at any time liable, whether primarily or secondarily, for the payment of the indebtedness hereby evidenced, for themselves, their heirs, legal representatives, successors and assigns respectively, hereby (a) expressly waive presentment, demand for payment, notice of dishonor, protest, notice of non-payment or protest, and diligence in collection except as may be otherwise expressly provided; (b) consent that the time of all payments or any part thereof may be extended, rearranged, renewed or postponed by the Holder hereof and further consent that the collateral security or any part thereof may be released, exchanged, added to or substituted for by Holder hereof, without in anywise modifying, altering, releasing, affecting or limiting their respective liability or the lien of any security instrument; (c) agree that the Holder, in order to enforce payment of this Note, shall not be required first to institute any suit or to exhaust any of its remedies against the undersigned or any other person or party to become liable hereunder.

If more than one party shall execute this Note, the term "undersigned" as used herein, shall mean all parties signing this Note and each of them, who shall be jointly and severally obligated hereunder.

In this Note, whenever the context so requires, the neuter gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural.

All references herein to interest at the "maximum rate" shall mean "maximum legal contract rate".

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed in its name on the day and year first above written.

_________(19)__________________ Maker'+ Address:

_________(20)____________

Confidential Information Agreement

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TOP

In consideration of being employed by_ (Company), theundersigned hereby agrees and acknowledges:1. That during the course of my employ there may bedisclosed to me certain trade secrets of the Company;said trade secrets consisting of:a) Technical information: Methods, processes, formulae,compositions, inventions, machines, computerprograms and research projects.b) Business information: Customer lists; pricing data;sources of supply; and marketing, production, ormerchandising systems or plans.2. I shall not during, or at any time after thetermination of my employment with the Company, use formyself or others, or disclose or divulge to others anytrade secrets, confidential information, or any otherdata of the Company in violation of this agreement.3. That upon the termination of my employ from the Company:a) I shall return to the Company all documentsrelating to the company, including but notnecessarily limited to: drawings, blueprints,reports, manuals, correspondence, customer lists,computer programs, and all other materialsand all copies thereof relating in any way to theCompany's business, or in any way obtained by meduring the course of my employ. I further agreethat I shall not retain any copies of the foregoing.b) The Company may notify any future or prospectiveemployer of the existence of this agreement.c) This agreement shall be binding upon me and mypersonal representatives and successors ininterest, and shall inure to the benefit of theCompany, its successors and assigns.d) The unenforceability of any provision to thisagreement shall not impair or affect any otherprovision.e) In the event of any breach of this agreement, theCompany shall have full rights to injunctiverelief, in addition to any other existing rights,without requirement of posting bond.

Dated: _

______________________________Employee

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Minutes of the Annual Meeting of the Board of Directors

TOP

The annual meeting of the Board of Directors of the Corporation was held at the office of the corporation, on _______(1)________, 19_(2)_, immediately following the annual meeting of shareholders of the Corporation.

The Director present was _________(3)_________.

Temporary Chairman was nominated and elected and acted as such until relieved by the President, same being ________(4)_________.

The Chairman then presented and read to the meeting a Waiver of Notice of meeting, subscribed by all of the Directors of the Corporation.

Upon a motion duly made, seconded and unanimously carried, it was:

RESOLVED, that the Chairman be requested to cause the same to be spread at length upon the minutes.

The Chairman then stated that nominations for officers of the Corporation were in order. The following persons were nominated and thereupon elected to the position opposite their names to serve until their successors are elected and qualified:

___________(5)_____________ PRESIDENT

___________(6)_____________ VICE PRESIDENT

___________(7)_____________ SECRETARY

___________(8)_____________ TREASURER

The President, Vice President, Secretary and Treasurer thereupon assumed their respective offices.

The President then presented and read the minutes of the annual meeting of shareholders of this Corporation, and the same were, on motion duly made, seconded and unanimously carried, in all respects ratified and adopted by this Board of Directors.

There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the same was adjourned.

DATED: _______(9)_______, 19_(10)_

____________(11)______________

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Contract 1, Goods

TOP CONTRACT

THIS AGREEMENT, made and entered into this ___ day of_________, l98_, by and between ___________________, theSeller, and ___________________, the Buyer:

1. The seller hereby undertakes to transfer and deliverto the buyer on or before __________, l98_, the followingdescribed goods:

2. The buyer hereby undertakes to accept the goods andpay for them in accordance with the terms of the contract.3. It is agreed that identification shall not be deemedto have been made until both the buyer and the seller haveagreed that the goods in question are to be appropriated tothe performance of the contract with the buyer.4. The buyer shall make payment for the goods at thetime when and at the place where the goods are received byhim.5. Goods shall be deemed received by the buyer whenreceived by him at .6. The risk of loss from any casualty to the goodsregardless of the cause thereof shall be on the seller untilthe goods have been accepted by the buyer.7. The seller warrants that the goods are now free andat the time of delivery shall be free from any securityinterest or other lien or encumbrance.8. The seller further warrants that at the time ofsigning this contract he neither knows nor has reason toknow of the existence of any outstanding title or claim oftitle hostile to his rights in the goods.9. The buyer shall have the right to examine the goodson arrival, and within business days after such deliveryhe must give notice to the seller of any claim for damageson account of the condition, quality, or grade of theproperty, and must specify the basis of his claim in detail.The failure of the buyer to comply with these rules shallconstitute irrevocable acceptance of the goods.10. Executed in duplicate, one copy of which wasdelivered to and retained by the buyer, the day and yearfirst above written./S/........................../S/..........................

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Contract 2, Goods

TOP

CONTRACT FOR SALE OF GOODS

Agreement made and entered into this (date) , by andbetween (name of seller), of (address)(city) , (state) , herein referred to as "Seller",and (name of buyer) , of (address)(city) , (state) , herein referred to as "Buyer".

Seller hereby agrees to transfer and deliver to buyer, onor before (date) , the following goods:

Buyer agrees to accept the goods and pay for them inaccordance with the terms of the contract.

Buyer and Seller agree that identification shall not bedeemed to have been made until both parties have agreed thatthe goods in question are to be appropriated and fulfill therequirements of performance of said contract with the buyer.

Buyer agrees to pay for the goods at the time they aredelivered and at the place where he receives said goods.

Goods shall be deemed received by buyer when delivered toaddress of buyer as herein described.

Until such time as said goods have been received by buyer,all risk of loss from any casualty to said goods shall beon seller.

Seller warrants that the goods are now free from anysecurity interest or other lien or encumbrance, that theyshall be free from same at the time of delivery, and thathe neither knows nor has reason to know of any outstandingtitle or claim of title hostile to his rights in the goods.

Buyer has the right to examine the goods on arrival and has(number) of days to notify seller of any claim for damageson account of the condition, grade or quality of the goods.That said notice must specifically set forth the basis ofhis claim, and that his failure to either notice sellerwithin the stipulated period of time or to set forthspecifically the basis of his claim will constituteirrevocable acceptance of the goods.

This agreement has been executed in duplicate, whereby bothbuyer and seller have retained one copy each, on (date) .

____________________________________________________________(Signatures)

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Contract For Sale and Purchase TOP PARTIES: ____________________(1)_____________________________, as "Seller", of ________(2)____________, Phone: _____(3)________, and ______________(4)___________________ as "Buyer" of _______________(5)_______________, Phone: _______(6)__________, hereby agree that the Seller shall sell and Buyer shall buy the following property upon the following terms and conditions:

I. DESCRIPTION:

a) Legal description of real estate ("Property") located in _______(7)________ County, _______(8)_________:

b) Street address, if any, of the Property being conveyed is:

c) Personal property including all buildings and improvements on the property and all right, title and interest of Seller in and to adjacent streets, roads, alleys and rights-of-way, and:

II. PURCHASE PRICE $_______(9)______ PAYMENT:

a) Cash Deposit(s) to be held in escrow by _____________(10)________________ in the amount of $______(11)______ and promissory note to be held in same escrow as additional earnest Buyer's default in the amount of $______(12)______

b) Assumption of Mortgage in favor of _____________(13)_________________ bearing interest at ___(14)____% per annum and payable as to principal and interest $_____(15)______ per month, having an approximate present principal balance of $______(16)______

c) Purchase money mortgage and note bearing interest at ___(17)___% on terms set forth herein below, in the principal amount of $______(18)______

d) Other: $______(19)______

e) Balance to close, (U.S. Cash, certified or cashier's check) subject to adjustments and prorations $______(20)______

TOTAL $_______(9)______

III. SURVEY & TITLE COMMITMENT; PERMITTED EXCEPTIONS.

a) Preliminary Title Report. Within twenty (20) days from the date hereof, Seller, at Purchaser's sole cost and expense, shall cause a title insurance company ("Title Company") to issue and deliver to Purchaser an ALTA Form B title commitment ("Title Commitment") in the full amount of the Purchase Price of the real estate. Purchaser shall pay the premium for the policy at or before the closing as set forth herein. In the event title is found to be unmerchantable because of title defects, Purchaser or his attorney shall notify the Seller or its attorney in writing within five (5) days of the date of receipt of said Title et forth herein. In the event title is found to be unmerchantable title to the property and Seller shall have a period of one hundred twenty (120) days after receipt of such written notice within which to cure said defects in title and this sale shall be closed within ten (10) days after written notice of such curing Upon Seller's failure to cure defects of which written notice has Upon Seller's failure to cure defects of which written notice has been given, within the time limit aforesaid, the deposit this day paid shall be returned and all

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rights and liabilities arising hereunder shall terminate, or Purchaser may close this transaction in the same manner as if no title defects had been found.

b) Survey. If the Purchaser desires a survey of the Property, it may have the Property surveyed at its expense prior to the closing date. If the survey shows encroachments on the Property herein described, or that the improvements located on the Property herein described encroach on other lands, written notice of that effect shall be given to the Seller and Seller shall have the same time to remove such encroachments as is allowed under this Agreement for the curing of defects of title (see Section III a) herein). If the Seller shall fail to remove or cure said encroachments within the period of time, then the deposit this day paid shall be returned to Purchaser and all rights and liabilities arising hereunder shall terminate, or Purchaser may close this transaction in the same manner as if no defects had been found.

IV. PROVISIONS WITH RESPECT TO CLOSING.

a) Closing Date. The consummation of the transaction contemplated by this Agreement ("Closing") shall take place at such place as designated by Seller on or before _____(21)______, or at such earlier date as agreed mutually, unless extended by other provisions hereof.

b) Seller's Obligation at Closing. At Closing, Seller shall do the following:

Execute, acknowledge, and deliver to Purchaser a Warranty Deed conveying the Property to Purchaser subject to:

(i) taxes and assessments for year of closing and subsequent years;

(ii) restrictions, easements and zoning ordinances of record, if any;

(iii)public utility easements of record, if any;

(iv) Mortgage to be assumed as described above; Any variance in the amount of said mortgage from the amount stated herein shall be added to or deducted from either the cash payment or the second mortgage as the Seller may elect.

(v) Other:

c) Purchaser's Obligations at Closing. Subject to the terms, conditions and provisions hereof, and concurrently with the performance by Seller of its obligations set forth in Section IV b) above, Purchaser shall deliver to Seller cashier's check or other immediate local funds in the amount set forth in Section II of this Agreement.

d) Closing Costs.

Seller shall pay the following costs and expenses in connection with the Closing:

(i) Documentary stamps which are required to be affixed to the Warranty Deed;

Purchaser shall pay the following costs and expenses in connection with the closing:

(i) The intangible tax required by law on the mortgage.

(ii) All recording costs, including recording of the deed, mortgage, and any documents required in connection with the title insurance commitment.

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(iii) The premium payable for the title commitment and title policy issued pursuant thereto.

(iv) Survey work.

e) Proration of Taxes. Taxes for the year of the Closing shall be prorated to the date of Closing. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate of the preceding year applied to the latest assessed valuation.

V. PROVISIONS WITH RESPECT TO DEFAULT.

a) Default by Purchaser. If Purchaser fails to perform this Agreement, the deposit this day paid by Purchaser as aforesaid shall be retained by or for the account of Seller as consideration for the execution of this Agreement. In such event the parties agree that said sum shall constitute liquidated damages since both Purchaser and Seller agree that actual damages for default or breach of contract could not readily be ascertained at the date of execution of this Agreement.

b) Default by Seller. If Seller fails to perform this Agreement, the aforesaid deposit shall be returned to Purchaser and this shall be the sole remedy of Purchaser under this Agreement.

VI. OTHER CONTRACTUAL PROVISIONS.

a) Notices. Any notice to be given or to be served upon any party hereto, in connection with this Agreement, must be in writing, and may be given by certified mail and shall be deemed to have been given and received when a certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States Mail; and if given otherwise than by certified mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed. Such notices shall be given to the parties hereto at the addresses stated above.

Any party hereto may, at any time by giving five (5) days' written notice to the other party hereto, designate any other address in substitution of the foregoing address to which such notice shall be given and other parties to whom copies of all notices hereunder shall be sent.

b) Assignability. The Purchaser is prohibited from assigning all or any part of this Agreement.

c) Entire Agreement; Modification. This Agreement embodies and constitutes the entire understanding between the parties with respect to the transaction contemplated herein. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged, or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument.

d) Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of _______(22)________.

e) Headings. Descriptive headings are for convenience and shall not control or affect the meaning or construction of any provision of this Agreement.

f) Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns.

g) Counterparts. This Agreement may be executed in several counterparts, each constituting a duplicate original, but all such counterparts constituting one and the same Agreement.

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h) Interpretation. Whenever the context hereof shall require, the singular shall include the plural, the male gender shall include the female gender and the neuter, and vice versa.

i) Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

j) Section 1031 Exchange. Upon request by Seller, Purchaser shall cooperate with Seller in order to effectuate the goal of Seller to have this transaction qualify for a tax deferred treatment under Section 1031 of the Internal Revenue Code of 1986, as amended, provided that Purchaser is put to no additional expense, in this regard, and that the closing is not materially delayed. Formal provisions detailing the exchange shall be entered into by the parties and made a part of the final contract of exchange, no later than as such time as Purchaser shall acknowledge satisfaction of the contingencies to its obligation to close this transaction.

k) Time for Acceptance & Effective Date. If this offer is not executed by both parties hereto on or before ____(23)_______, the aforementioned deposits shall be returned to Purchaser, and this offer shall thereafter be null and void. The date of the Agreement ("Effective Date") shall be the date when the last one of the Seller and Purchaser has signed this offer.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

Witnesses: "Purchaser"

__________(24)___________ _____________(25)______________

__________(24)___________ Date: _______(26)______________

__________(24)___________ _____________(27)______________

__________(24)___________ Date: _______(26)______________

"Seller"

__________(24)___________ _____________(28)______________

__________(24)___________ Date: _______(26)______________

__________(24)___________ _____________(29)______________

__________(24)___________ Date: _______(26)______________

"Escrow Agent"

__________(24)___________ _____________(30)______________

__________(24)___________ Date: _______(26)______________

Agreement with Accountant TOP

This agreement dated __________(1)___________, is made By and Between ___________(2)______________, whose address is ____________(3)______________,

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referred to as "Client", AND ____________(4)_________, whose address is ________(5)__________, referred to as "Accountant."

1. Parties to This Agreement. The Client, in order to properly conduct its business, employs the Accountant. The Accountant is duly licensed by the laws of this state and engaged in the business of providing independent accounting services and assistance to clients.

2. Services to be Provided. During the length of this contract, the Accountant shall serve the Client and perform any and all services in accounting and tax matters as the Client requires in connection with the Client's business including the preparation of accounting statements, tax reports and returns. The Accountant will also provide supervisory and advisory services to the Client when requested.

3. Payments to Accountant. The Client agrees to pay the Accountant for services at the following rates: (Discuss rate of compensation)

4. When Payments Are Due. The Accountant shall bill the Client on a regular basis for services rendered which bills will be due and payable upon receipt.

5. Term of Agreement. This agreement shall become effective ______(6)_____ and shall continue in effect until _______(7)________ or until terminated in accordance with this agreement.

6. Termination of this Agreement. This agreement may be terminated by either party on fifteen (15) days notice to the other party. All such notices shall be by certified mail or delivered personally.

7. Entire Agreement. This contract expresses the entire agreement between the Client and the Accountant regarding this matter. This agreement can only be modified with another written agreement signed by both the Client and the Accountant. This agreement shall be binding upon both the Client and the Accountant and their respective heirs, legal representatives and successors in interest.

8. Legal Fees. If either party brings a law suit in order to enforce or interpret the provisions of this agreement, the prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which that party may be entitled.

9. Governing Law. This agreement shall be interpreted according to the laws of the State of _______(8)________.

10. Independent Contractors. Both the Accountant and the Client agree that the relationship created by this agreement is that of independent contractor and not that of employee and employer. The Accountant is responsible for the payment of any taxes, including without limitation, all Federal, State and local personal and business income taxes, sales and use taxes, other business taxes and license fees arising out of the activities of the Accountant.

11. Signatures. Both the Client and the Accountant have read and agreed to this agreement.

Witnessed or Attested by:

____________(9)_________________ ____________(10)______________ "CLIENT"

____________(9)_________________ ____________(11)______________ "ACCOUNTANT"

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Letter of Appreciation to Employee

TOP Dear

Your enthusiasm and your ability to motivate your employeeshas resulted in a significant increase in productivity andprofitability.

If we had an award to give, you would be the prime candidate.

Please accept my sincerest appreciation for the fine job youare doing in our sales department.

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Shareholders Agreement

TOP

THIS AGREEMENT made this _(1)_ day of _____(2)______, 19_(3), by and between _______(4)________, hereinafter "Shareholders" of ________(5)___________, hereinafter "Corporation".

W I T N E S S E T H:

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

NOW THEREFORE, the parties agree to the following:

1. The Shareholders agree to maintain "S" status of the Corporation for federal tax purposes throughout a period of five (5) years from the date hereof unless seventy-five percent (75%) of outstanding stock of the Corporation is voted in such a manner as to consent to the revocation of such status.

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

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, vote for the following officers:

____________(6)____________ President

____________(7)____________ Vice President/Treasurer

____________(8)____________ Secretary

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 ________(9)________ 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 One Thousand Dollars ($1,000.00). The joint signature of either ______(10)______ or _______(11)_____ as one party, and _______(12)________ as the other party will be necessary for any check over the amount of One Thousand Dollars ($1,000.00).

6. The Shareholders consent that upon the occurrence of a situation whereby the operating capital of the Corporation is not sufficient to meet operating expenses and upon a majority vote by the Shareholders each Shareholder shall make the required contribution as to such total request within thirty (30) days of request of a Shareholder in the proportion of their stock ownership interest in the Corporation. Failure to make such contribution within said thirty (30) days will result in the then remaining Shareholders having the right to purchase the prorata share of the stock held by the Shareholder who has failed to make his capital contribution by purchasing the capital contribution together with interest at prime (as determined by Chase Manhattan Bank) plus one percent (1%).

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7. The parties hereto agree that the Corporation shall lease certain real property for its corporate purposes.

8. The Corporation shall utilize the accrual method of accounting with a year ending in December of any given year.

9. Corporate books shall be kept in the offices of the Corporation unless the Shareholders agree otherwise. The books are to be maintained under generally accepted accounting standards with sufficient controls and audit trail necessary for easy outside review. A monthly financial operating statement shall be sent to each Shareholder not later than seven (7) working days after the last day of the previous month. Such financial report shall include current month and year to date results of operation and balance sheet information. Furthermore, at the request of any Shareholder, the parties agree to an annual financial review for a previous year of business. Any such annual review shall be performed by someone other than the CPA who is utilized for day to day operations by the Corporation.

10. For transactions involving up to and including the amount of One Thousand Dollars ($1,000.00), any officer of the Corporation is authorized to enter into in the future any and all contracts and leases for the improvements, purchase, maintenance, sale, lease or other disposition of corporate property in the form customary for such agreements. Furthermore, to the extent of the above stated limit an officer may borrow money on behalf of the Corporation at commercially reasonable terms. Any transaction of whatever kind, over and above the amount of One Thousand Dollars ($1,000.00) shall be agreed to in writing prior to the binding the Corporation to the same by Shareholders holding a minimum of seventy-five percent (75%) of the outstanding shares of the Corporation. Furthermore, each Director must sign each agreement, lease, contract or other document in which any corporate obligation is created to signify their consent to approving the same.

11. The Shareholders hereof shall be respectively entitled to reimbursement from the Corporation for all personal out-of-pocket direct costs, including on-site costs incurred by them in furthermore of the Corporation's business. Such Shareholders shall furnish written receipts relative to the same upon request. It is expressly understood that no cost over and above One Thousand Dollars ($1,000.00) shall be incurred without the written consent of the Shareholders holding a minimum of seventy-five (75%) of the outstanding shares of the Corporation.

12. The parties hereto agree to execute any and all necessary documents required to carry out the terms of this Agreement.

13. This Agreement shall be binding upon, and inure to the benefit of the parties thereto, their legal representatives, successors and assigns. However, no assignment shall be made of the rights hereunder without the prior written consent of the other parties.

14. This Agreement shall be governed by and construed in accordance with the laws of the State of _____(13)_____.

15. This Agreement embodies and constitutes the entire understanding between the parties with respect to the transactions contemplated herein. All prior or contemporaneous agreements, understandings, representations, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought and then only to the extent set forth in such instrument.

16. In the event a party to this Agreement must employ an attorney to enforce the provisions hereof or to secure performance by a defaulting party under the terms herein stated, the prevailing party in litigation arising therefrom shall be entitled to an award of its reasonable

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attorney's fees both on trial and the appellate level incurred in enforcing this Agreement and/or securing performance of the terms herein stated.

17. This Agreement shall have an initial term of five (5) years and shall be renewed for additional five (5) year terms automatically and perpetually thereafter unless a Shareholder decides to terminate the same within sixty (60) days of the end of a term, whereupon such Shareholder shall be deemed to have offered his stock under the Buy-Sell Agreement described above as amended. This Agreement shall terminate upon the earlier of the following:

a. Dissolution of the Corporation;

b. Mutual agreement of the parties hereto;

c. Bankruptcy of the Corporation or of any Shareholder.

18. All notices that the parties hereto may desire or be required to give hereunder shall be deemed to have been properly given and shall be effective when and if sent by U.S. regular mail, postage prepaid, U.S. certified mail and/or by personal delivery1 or by courier, addressed to the following:

NAME ADDRESS

_________(14)_______________ ____________(15)______________ _________(16)_______________ ____________(17)______________

_________(18)_______________ ____________(19)______________

This Agreement has been entered into on the date set forth above.

___________(20)_______________ Shareholder

___________(21)_______________ Shareholder

___________(22)_______________ Shareholder

Acceptance, ratification and acknowledgment of the above terms:

___________(23)_______________ Director

___________(24)_______________ Director

___________(25)_______________ Director

ATTEST: ________(26)_________ Secretary

Agreement Between Owner and Construction Contractor

TOP This agreement is hereby made and entered into this _(1)_ day of _______(2)_______, 19_(3)_, by and between ________(4)________, of ________(5)________, hereafter called Owner, and _________(6)__________, of _________(7)___________, hereafter called Contractor.

The said parties, for the considerations hereinafter mentioned, hereby agree to the following:

1

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1. The Contractor agrees to provide all of the material and labor required to perform the following work for:

(Describe work to be Performed)

as shown by the drawing(s) and described in the specifications prepared by ________(8)______________ and provided by the Owner, which are identified by the signatures of the parties to this agreement and which form a part of this agreement.

2. The Owner hereby agrees to pay the Contractor, for the aforesaid materials and labor, the sum of $_________(9)___________, in the following manner:

(Describe Method and Timing of Payment)

3. The Contractor agrees that the various portions of the above-described work shall be completed on or before the following dates:

(Insert Dates)

and the entire above-described work shall be completed no later than the _(10)_ day of ______(11)________, 19_(12)_.

4. The Contractor agrees to provide and pay for all materials, tools and equipment required for the prosecution and timely completion of the work. Unless otherwise specified, all materials shall be new and of good quality.

5. In the prosecution of the work, the Contractor shall employ a sufficient number of workers skilled in their trades to suitably perform the work.

6. All changes and deviations in the work ordered by the Owner must be in writing, the contract sum being increased or decreased accordingly by the Contractor. Any claims for increases in the cost of the work must be presented by the Contractor to the Owner in writing, and written approval of the Owner shall be obtained by the Contractor before proceeding with the ordered change or revision.

7. The Owner, Owner's representative and public authorities shall at all times have access to the work.

8. The Contractor agrees to re-execute any work which does not conform to the drawings and specifications, warrants the work performed, and agrees to remedy any defects resulting, from faulty materials or workmanship which shall become evident during a period of one year after completion of the work.

9. The Owner agrees to maintain full insurance on the above-described work during the progress of the work, in his own name and that of the Contractor.

10. In the event the Contractor is delayed in the prosecution of the work by acts of God, fire, flood or any other unavoidable casualties; or by labor strikes, late delivery of materials; or by neglect of the Owner; the time for completion of the work shall be extended for the same period as the delay occasioned by any of the aforementioned causes.

11. In the event the work is delayed due to neglect of the Contractor, the Contractor agrees to pay the Owner the sum of $________(13)_________ per ___(14)____ as liquidated damages until such time as the work is completed.

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12. The Contractor agrees to obtain insurance to protect himself against claims for property damage, bodily injury or death due to his performance of this agreement.

13. Neither the Owner nor Contractor shall have the right to assign any rights or interest occurring under this agreement without the written consent of the other, nor shall the Contractor assign any sums due, or to become due, to him under the provisions of this agreement.

14. This agreement shall be interpreted under laws of the State of ________(15)_______.

15. Attorney's fees and court costs shall be paid by the defendant in the event that judgment must be, and is, obtained to enforce this agreement or any breach thereof.

IN WITNESS WHEREOF, the parties hereto set their hands and seals the day and year written above.

__________(16)________________ ____________(17)_________________

__________(16)________________ ____________(18)_________________

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Rent Receipt Business Form

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Date: ________(1)_________

TO: (Insert Name and Address of Tenant)

Received from ________(2)_________ the sum of $___(3)____, which is rent for the period of ________(4)__________ for the premises described above.

LANDLORD

____________(5)________________

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Subscription Agreement TOP I, _________(1)_________, do hereby subscribe to purchase __(2)__ shares of Stock of ___________(3)___________, a ___(4)___ corporation (the "Company"), Par Value of which is $___(5)___, and for which I agree to pay $___(6)___ per share, for a total purchase price of $___(7)____.

I agree that my failure to pay any installments as may be required in a promissory note accompanying this subscription agreement is a default of my obligation hereunder, and if those installments are not timely paid, (i) the Company may immediately terminate this Agreement; (ii) my right, title and interest in all the stock purchased hereby shall be null and void; (iii) the Company may cancel all shares of stock then held by me; (iv) I shall forfeit any monies which have been paid to the Company hereunder; and (v) I shall be deemed to have waived any and all claims or cause(s) of action which I may have against the Company.

DATED: ________(8)___________

______________(9)______________

Sworn to and subscribed before me this _(10)_ day of________(11)_______, 19_(12)_.

(SEAL)

_____________(13)______________ Notary Public

My Commission Expires:

_________(14)____________

ACCEPTED by and for the Corporation:

_____________(15)______________ President

DATED: _________(16)___________

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SECURITY AGREEMENT

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Date: _

BE IT ACKNOWLEDGED that:

___________________________________________Name

___________________________________________Address

___________________________________________(Debtor) grants to _, and its successors and assigns (SecuredParty) a security interest in the following property(collateral) as herein described:

_

This security interest is granted to secure payment andperformance on the following obligations owed Secured Partyfrom Debtor: (Describe obligation)

_

Debtor hereby acknowledges to Secured Party, each of thefollowing:1. The collateral shall also include any after acquiredproperty of a like nature and description and allappurtenances, proceeds or products thereto.2. The collateral shall be kept at the Debtor's aboveaddress, and adequately insured at the requestof Secured Party.3. The Debtor owns the collateral and it is free from anyother lien, encumbrance and security interest and theDebtor has full authority to grant this securityinterest.4. Debtor agrees to execute such financing statements asare reasonably required by Secured Party.5. Upon default in payment or performance of anyobligation for which this security interest isgranted, or breach of any provision of this agreement,then in such instance secured party may declare allobligations immediately due and payable and shall haveall remedies of a secured party under the Uniform

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Commercial Code.

Signed in duplicate:

________________________________Debtor

_________________________________Secured Party

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Equipment Maintenance Agreement

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( Name of Company ) agrees to provide maintenance serviceincluding up to two maintenance calls annually and interimcalls as required at the installation address specifiedabove on the equipment listed. All charges specified arethose currently in effect and are subject to change only atthe time of subsequent annual renewal. If the charges areincreased, the customer may, as of the effective date ofsuch increase, terminate this Agreement by written noticeto ( Name of Company ). Otherwise, the new charges shallbecome effective upon the date specified in the renewalinvoice. This Agreement is limited to equipment regularlyoperated during a single eight hour shift per day, and all( Name of Company ) calls hereunder are restricted to thenormal working hours of ( Name of Company ). To coverincreased maintenance costs, if any piece of equipment isregularly operated during more than one eight hour shiftper day, an increase in Annual Rate will apply as follows:

Two Shifts 50% Three Shifts 100%.

All service commenced outside of ( Name of Company )'snormal working hours will be charged at published ratesfor service time and expense only.

The following services are included:(fill in services here)

Optimum performance of the equipment covered by thisAgreement can be expected only if supplies provided by,or meeting the specifications of ( Name of Company )are used. ( Name of Company ) shall have full and freeaccess to the equipment to provide service thereon. Ifpersons other than ( Name of Company )'s representativesperform maintenance or repairs, and as a result furtherwork is required by ( Name of Company ) to restore theequipment to operating condition, such repairs will bebilled at ( Name of Company )'s published time andmaterial rates then in effect.

For service as specified above on the equipment listed,the undersigned agrees to pay in advance the total annualcharge specified below to ( Name of Company ), inaccordance with the terms specified on the face of theinvoice.

Continuation of 5060

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There shall be added to the charges provided for in thisAgreement amounts equal to any taxes, however designated,levied or based on such charges or on this Agreement, oron the services rendered or parts supplied pursuant hereto,including State and Local privilege or excise taxes basedon gross revenue, and any taxes or amounts in lieu thereofpaid or payable by ( Name of Company ) in respect of theforegoing, exclusive, however, of taxes based on net income.

The undersigned represents that he is the Owner of theequipment, or that he has the Owner's authority to enterinto this agreement.

This Agreement is subject to acceptance by ( Name of Company ), at its Home Office. It takes effect on thedate written above and continues in effect for one yearand will remain in force thereafter, with automatic annualrenewal at then prevailing rates, until cancelled in writingby either party. If cancelled, the unearned portion of anyadvance payment will be credited to the customer.

Date ______________ ______________________By ______________________Date ______________ ______________________By ______________________

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Equipment Leasing Agreement

TOP ( Name of Company ) agrees to furnish and Customer agrees to hire theservices of ____________________________________________________________("Equipment"), to be installed at theaddress (s) indicated below, subject solely to the termsand conditions of the existing ( Name of Company )Contract PricingAgreement between________________________________________and ( Name of Company ) .

Monthly Annual Two Year Contract No:Customer and Billing Address Installation Address____________________________ ____________________________________________________ ____________________________________________________ ____________________________________________________ ________________________

Customer acknowledges the responsibilities of providingsuitable electrical service and the payment of charges forthe placement, removal, and any rigging expense for theequipment and accessories ordered herein.

Earliest Customer Acceptance Date_____________Equipment Purchase Order Required Yes, if yes complete below:Equipment Purchase Order No:_____________From_______To_________CCP Special Reference Number_______________________Customer Authorizes Initial Supplies: Yes: NoSupply Purchase Order No:__________Supply Agreement No:________Supply Purchase Order: Not necessary Attached To Follow

Acceptance of this agreement is contingent upon review andapproval of ( Name of Company ) Credit Department.

This Agreement shall terminate in the event that Customermakes an assignment for the benefit of creditors, or avoluntary or involuntary petition is filed by or againstthe Customer under any law having for its purpose theadjudication of Customer as bankrupt or the reorganizationof Customer or may be cancelled by ( Name of Company ) without noticeshould Customer default in the payment of any money duehereunder.

____________________ ___________________Customer's Signature ( Name of Company )By:_________________ By________________Date_____Title_______________ Title_________Branch_______

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Consignment Agreement

TOP This agreement is made on (date) between (name ofshop) , herein referred to as "Seller", and(individual)

Whereas (individual) wishes to sell (description ofitem(s)) by consigning said item(s) to (name of shop)for sale, it is understood:

That Seller agrees to display item(s) in a prominent placein his establishment.

That Seller will make every attempt to obtain the bestpossible price for the consigned merchandise and will acceptno less than $ as purchase price.

That for his efforts Seller is entitled to retain (percent)of the purchase price.

That should a sale be effectuated, Seller shall forward acheck for the amount of the full purchase price less theaforementioned (percent) to Consignee within 10 daysof the receipt of same.

That Seller represents that he maintains insurance for theftand damage, and that the consigned merchandise will be coveredby said insurance while it is in his possession.

That Consignee agrees to leave the merchandise with Sellerfor a minimum of (time)

That should the merchandise remain unsold at the end of theconsignment period and an election be made by the Consigneeto remove said merchandise, any costs incurred by the deliveryof same to Consignee shall be borne by Consignee.

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Special Power of Attorney

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The Special Power of Attorney document is a legal form used to describe the extent of authority you are giving to your attorney to exercise any and all of the rights and powers herein granted which will commence on a certain date.

I, ___________(1)___________, of __________(2)_________, hereby appoint ______________(3)________________ of ___________(4)_______________, as my attorney in fact to act in my capacity to do any and all of the following:

(DESCRIBE THE EXTENT OF AUTHORITY YOU ARE GIVING TO YOUR ATTORNEY-IN-FACT)

The rights, powers, and authority of my attorney in fact to exercise any and all of the rights and powers herein granted shall commence and be in full force and effect on ____________(5)_______, 19__(6)_, and shall remain in full force and effect until ___________(7)_______________ or unless specifically extended or rescinded earlier by either party.

Dated ___________(8)______________, 19__(9)_.

____________(10)______________

STATE OF _______(11)____________

COUNTY OF ______(12)____________

BEFORE ME, the undersigned authority, on this _(13)_ day of _______(14)________, 19_(15)_, personally appeared ___________(16)___________ to me well known to be the person described in and who signed the Foregoing, and acknowledged to me that he executed the same freely and voluntarily for the uses and purposes therein expressed.


_________(17)___________________ NOTARY PUBLIC

My Commission Expires:__(18)____

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Property Management Agreement Business Form

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Use a Property Management Agreement business form for real estate landlord or building Owner to employ the services of the Manager to manage, operate, control, rent and lease the defined

property.

This Agreement is made and entered in this _(1)_ day of ________(2)________, 19_(3)_, between _________(4)____________, of ________________(5)__________________, hereinafter called "Owner", and __________(6)__________, of ______________(7)________________, hereinafter called "Manager".

Owner hereby employs the services of the Manager to manage, operate, control, rent and lease the following property:

(Insert Description of Property)

Responsibilities of Manager

The Owner hereby appoints Manager as his lawful agent and attorney-in-fact with full authority to do any and all lawful things necessary for the fulfillment of this Agreement, including the following:

1. To collect all rents due and as they become due, giving receipts therefore; to render to the Owner a monthly accounting of rents received and expenses paid out; and to remit to the Owner all income, less any sums paid out.

2. To make or cause to be made all decorating, maintenance, alterations and repairs to said property and to hire and supervise all employees and other labor for the accomplishment of same.

3. To advertise the property and display signs thereon; to rent and lease the property; to sign, renew and cancel rental agreements and leases for the property or any part thereof; to sue and recover for rent and for loss of or damage to any part of the property and/or furnishings thereof; and, when expedient, to compromise, settle and release any such legal proceedings or lawsuits.

Liability of Manager

Owner hereby agrees to hold Manager harmless from any and all claims, charges, debts, demands and lawsuits, including attorney's fees related to his management of the herein-described property, and from any liability for injury on or about the property which may be suffered by any employee, tenant or guest upon the property.

Compensation of Manager

Owner agrees to compensate Manager as follows:

Term of Agreement

The term of this Agreement shall commence on the _(8)_ day of ______(9)_______, 19_(10)_, and end on the _(11)_ day of _____(12)_______, 19_(13)_.

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Upon expiration of the above initial term, this Agreement shall automatically be renewed and extended for a like period of time unless terminated in writing by either party 30 days prior to the date for such renewal.

This Agreement may also be terminated by mutual agreement of the parties at any time upon payment to Manager of all fees, commissions and expenses due Manager under terms of this Agreement.

Extent of Agreement

This document represents the entire Agreement between the parties hereto.


_____________(14)______________

_____________(15)______________

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Lease Agreement For Furnished House

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This Agreement is made and entered in this _(1)_ day of ________(2)________, 19_(3)_, between _________(4)____________, of ________________(5)__________________, hereinafter referred to as "Landlord" and ________(6)_______, of ___________(7)_____________, hereinafter referred to as "Tenant".

WHEREAS, Landlord desires to lease to Tenant and Tenant desires to lease from Landlord the premises generally described as ________(8)___________, it is herein agreed as follows:

1. Landlord hereby leases to Tenant, the furnished premises described above for a term of __(9)__ beginning ______(10)________ and ending _______(11)_______, at a monthly rate of $____(12)____.

2. The described premises are leased furnished, to include all furnishes enumerated on the List of Furnishings, which is a part of this lease, signed by both parties and dated.

3. Tenant agrees to pay the rent herein provided subject to the terms and conditions set forth herein.

4. Rent shall be payable in equal monthly installments on the _(13)_ day of each month, to the address of Landlord as stated above or at such other address as Landlord may, from time to time, require.

5. Tenant shall pay for all electricity, water, fuel oil and gas during the term of this lease and any extension or renewal thereof.

6. Landlord covenants that the leased premises are, to the best of his knowledge, clean, safe, sound and healthful and that there exists no violation of any applicable housing code, law or regulation of which he is aware.

7. Tenant agrees to comply with all sanitary laws, ordinances and rules affecting the cleanliness, occupancy and preservation of the premises during the term of this lease.

8. Tenant shall use the leased premises exclusively for a private residence for occupancy by no more than _(14)_ persons, unless otherwise specified herein, and Tenant shall not make any alterations to the house, outbuildings or grounds without written consent of Landlord.

9. Tenant shall keep the premises in good order and repair and shall advise Landlord or Landlord's agent of any needed repairs or maintenance reasonably expected to cost $__(15)_ or more.

10. Tenant agrees to take good care of the furniture, carpets, draperies, appliances and other household goods, and the personal effects of Landlord, and further agrees that he will deliver up same to Landlord in good condition at the end of the term of this lease, normal wear and tear expected.

11. Tenant shall repair or replace, at Tenant's expense, all loss or damage to any of the listed furniture, carpets, draperies, appliances and other household goods, and personal effects of Landlord, whenever such damage or loss shall have resulted from Tenant's misuse, waste or neglect of said furnishings and personal effects of Landlord.

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12. Tenant shall cause to be made, at Tenant's expense, all required repairs to heating and air-conditioning apparatus, electric and gas fixtures and plumbing work whenever such damage shall have resulted from misuse, waste or neglect of Tenant, it being understood that Landlord is to have same in good order and repair when giving possession.

13. Tenant shall not keep or have in or on the leased house, outbuildings or grounds any article or thing of a dangerous, flammable or explosive nature that might be pronounced "hazardous" or extra hazardous" by any responsible insurance company.

14. Tenant shall give prompt notice to Landlord or his agent of any dangerous, defective, unsafe or emergency condition in or on the leased premises, said notice being by any suitable means. Landlord or his agent shall repair and correct said conditions promptly upon receiving notice thereof from Tenant.

15. Landlord covenants that the Tenant and Tenant's family shall have, hold and enjoy the leased premises for the term of this lease, subject to the conditions set forth herein.

16. Tenant covenants that he shall not commit nor permit a nuisance in or upon the premises, that he shall not maliciously or by reason of gross negligence damage the house, outbuildings or grounds, and that he shall not engage, nor permit any member of his family to engage, in conduct so as to interfere substantially with the comfort and safety of residents of adjacent buildings.

17. Tenant agrees to place a security deposit with Landlord in the amount of $_(16)_, to be used by Landlord at the termination of this lease for the cost of replacing or repairing damage, if any, to the house, outbuildings, grounds, furnishings or personal effects of Landlord resulting from the intentional or negligent acts of Tenant.

18. Landlord agrees to return said security deposit to Tenant within ten days of the Tenant's vacating the leased premises subject to the terms and conditions set forth herein.

19. Tenant shall, at reasonable times, give access to Landlord or his agents for any reasonable and lawful purpose. Except in situations of compelling emergency, Landlord or his agents shall give the Tenant at least 24 hours' notice of intention to seek access, the date and time at which access will be sought, and the reason therefore.

20. In the event of default by Tenant, Tenant shall remain liable for all rent due or to become due during the term of this lease. Landlord or his agents shall have the obligation to relet the premises in the Landlord's name for the balance of the term, or longer, and will apply proceeds of such reletting toward the reduction of Tenant's obligations enumerated herein.

21. Tenant shall permit Landlord or his agents to show the premises at reasonable hours, to persons desiring to rent or purchase same, 30 days prior to the expiration of this lease, and will permit the notice "To Let" or "For Sale" to be placed on said premises and remain thereon without hindrance or molestation after said date.

22. In the event of any breach by the Tenant of any of Tenant's covenants or agreements herein, Landlord or his agents may give Tenant five days' notice to cure said breach, setting forth in writing which covenants or agreements have been breached. If any breach is not cured within said five-day period, or reasonable steps to effectuate said cure are not commenced and diligently pursued within said five-day period and thereafter until said breach has been cured, Landlord or his agents may terminate this lease upon five days' additional notice to the Tenant, with said notice being in lieu of a Notice to Quit, which Tenant hereby waives.

Said termination shall be ineffective if Tenant cures said breach or commences and diligently pursues reasonable steps to effectuate such cure at any time prior to the expiration of said five-

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day termination. Upon terminating this lease as provided herein, Landlord or his agent may commence proceedings against Tenant for his removal as provided for by law.

23. In the event of any breach by Landlord of any of Landlord's covenants or agreements herein, Tenant may give Landlord ten days' notice to cure said breach, setting forth in writing the manner in which said covenants and agreements have been breached. If said breach is not cured within said ten-day period, or reasonable steps to effectuate said cure are not commenced and diligently pursued within said ten-day period and thereafter until said breach has been cured, rent hereunder shall be fully abated from the time at which said ten days' notice expired until such time as Landlord has fully cured the breach set forth in the notice provided for in this paragraph.

24. In no case shall any abatement of rent hereunder be effected where the condition set forth in the notice provided for herein was created by the intentional or negligent act of the Tenant, but Landlord shall have the burden of proving that rent abatement may not be effected for the foregoing reason.

25. Landlord agrees to deliver possession of the leased premises at the beginning of the term provided for herein. In the event of Landlord's failure to deliver possession at the beginning of said term, Tenant shall have the right to rescind this lease and recover any consideration paid under terms of this Agreement.

26. Tenant agrees that this lease shall be subject to and subordinate to any mortgage or mortgages now on said premises or which any owner of said premises may hereafter at any time elect to place on said premises.

27. Unless otherwise provided for elsewhere in this lease, any notice required or authorized herein shall be given in writing, one copy of said notice mailed via U.S. certified mail, return receipt requested, and one copy of said notice mailed via U.S. first-class mail.

Notice to Tenant shall be mailed to him at the leased premises. Notice to Landlord shall be mailed to him, or to the managing agent, at their respective addresses as set forth herein, or at such new address as to which the Tenant has been duly notified.

28. This lease constitutes the entire agreement between the parties hereto. No changes shall be made herein except by writing, signed by each party and dated. The failure to enforce any right or remedy hereunder, and the payment and acceptance of rent hereunder, shall not be deemed a waiver by either party of such right or remedy in the absence of a writing as provided for herein.

29. In the event legal action is required to enforce any provision of this Agreement, the prevailing party shall be entitled to recovery reasonable attorney's fees and costs.

30. Landlord and Tenant agree that this lease, when filled out and signed, is a binding legal obligation.

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

_____________(17)______________

_____________(18)______________

Option Agreement For Purchase Of Real Property

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THIS OPTION AGREEMENT ("Agreement") made and entered into this _(1)_ day of ____(2)_____, 19_(3)_, by and between _______(4)______, whose principal address is _______(5)_________, hereinafter referred to as "Seller" and ________(6)_______, whose principal address is _______(7)________, hereinafter referred to as "Purchaser":

W I T N E S S E T H:

WHEREAS, Seller is the fee simple owner of certain real property being, lying and situated in the County of ___(8)____, State of ______(9)_______, such real property having the street address of ___________(10)_____________ ("Premises") and such property being more particularly described as follows:

(Insert Legal Description)

and,

WHEREAS, Purchaser desires to procure an option to purchase the Premises upon the terms and provisions as hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the parties hereto and for the mutual covenants contained herein, Seller and Purchaser hereby agree as follows:

1. DEFINITIONS. For the purposes of this Agreement, the following terms shall have the following meanings:

(a) "Execution Date" shall mean the day upon which the last party to this Agreement shall duly execute this Agreement;

(b) "Option Fee" shall mean the total sum of a down payment of _(11)_ percent (___%) of the total purchase price of the Premises plus all closing costs, payable as set forth below;

(c) "Option Term" shall mean that period of time commencing on the Execution Date and ending on or before _______(12)_____, 19_(13)_;

(d) "Option Exercise Date" shall mean that date, within the Option Term, upon which the Purchaser shall send its written notice to Seller exercising its Option to Purchase;

(e) "Closing Date" shall mean the last day of the closing term or such other date during the closing term selected by Purchaser.

2. GRANT OF OPTION. For and in consideration of the Option Fee payable to Seller as set forth herein, Seller does hereby grant to Purchaser the exclusive right and Option ("Option") to purchase the premises upon the terms and conditions as set forth herein.

3. PAYMENT OF OPTION FEE. Purchaser agrees to pay the Seller a down payment of _(14)_ percent (____%) of the total purchase price of the Premises plus all closing costs upon the Execution Date.

4. EXERCISE OF OPTION. Purchaser may exercise its exclusive right to purchase the Premises pursuant to the Option, at any time during the Option Term, by giving written notice thereof to Seller. As provided for above, the date of sending of said notice shall be the Option Exercise Date. In the event the Purchaser does not exercise its exclusive right to purchase the Premises granted by the Option during the Option Term, Seller shall be entitled to retain the Option Fee,

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and this agreement shall become absolutely null and void and neither party hereto shall have any other liability, obligation or duty hereinunder or pursuant to this Agreement.

5. CONTRACT FOR PURCHASE & SALE OF REAL PROPERTY. In the event that the Purchaser exercises its exclusive Option as provided for in the preceding paragraph, Seller agrees to sell and Purchaser agrees to buy the Premises and both parties agree to execute a contract for such purchase and sale of the Premises in accordance with the following terms and conditions:

(a) Purchase Price. The purchase price for the Premises shall be the sum of ______(15)_______ ($__________); however, Purchaser shall receive a credit toward such purchase price in the amount of the Option Fee thus, Purchaser shall pay to Seller at closing the sum of _______(16)_____ ($___________);

(b) Closing Date. The closing date shall be on _______(17)______, 19_(18)_ or at any other date during the Option Term as may be selected by Purchaser;

(c) Closing Costs. Purchaser's and Seller's costs of closing the Contract shall be borne by Purchase and shall be prepaid as a portion of the Option Fee;

(d) Default by Purchaser; Remedies of Seller. In the event Purchaser, after exercise of the Option, fails to proceed with the closing of the purchase of the Premises pursuant to the terms and provisions as contained herein and/or under the Contract, Seller shall be entitled to retain the Option Fee as liquidated damages and shall have no further recourse against Purchaser;

(e) Default by Seller; Remedies of Purchaser. In the event Seller fails to close the sale of the Premises pursuant to the terms and provisions of this Agreement and/or under the Contract, Purchaser shall be entitled to either sue for specific performance of the real estate purchase and sale contract or terminate such Contract and sue for money damages.

6. MISCELLANEOUS.

(a) Execution by Both Parties. This Agreement shall not become effective and binding until fully executed by both Purchaser and Seller.

(b) Notice. All notices, demands and/or consents provided for in this Agreement shall be in writing and shall be delivered to the parties hereto by hand or by United States Mail with postage pre-paid. Such notices shall be deemed to have been served on the date mailed, postage pre-paid. All such notices and communications shall be addressed to the Seller at __________(19)_________ and to Purchaser at ________(20)________ or at such other address as either may specify to the other in writing.

(c) Fee Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of ______(21)_____.

(d) Successors and Assigns. This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective heirs, successors, and or assigns, to the extent as if specified at length throughout this Agreement.

(e) Time. Time is of the essence of this Agreement.

(f) Headings. The headings inserted at the beginning of each paragraph and/or subparagraph are for convenience of reference only and shall not limit or otherwise affect or be used in the construction of any terms or provisions hereof.

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(g) Cost of this Agreement. Any cost and/or fees incurred by the Purchaser or Seller in executing this Agreement shall be borne by the respective party incurring such cost and/or fee.

(h) Entire Agreement. This Agreement contains all of the terms, promises, covenants, conditions and representations made or entered into by or between Seller and Purchaser and supersedes all prior discussions and agreements whether written or oral between Seller and Purchaser with respect to the Option and all other matters contained herein and constitutes the sole and entire agreement between Seller and Purchaser with respect thereto. This Agreement may not be modified or amended unless such amendment is set forth in writing and executed by both Seller and Purchaser with the formalities hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under proper authority:

As to Purchaser this _(22)_ day of ______(23)_____, 19_(24)_.

Witnesses: "Purchaser"

____________(25)_______________ ____________(26)______________

____________(25)_______________

As to Seller this _(27)_ day of ________(28)______, 19_(29)_.

Witnesses: "Seller" ___________(25)_______________ ____________(30)______________

___________(25)_______________

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Employment Information Form

TOP Date:_______________

Employer_________________________ Telephone:_________________Address__________________________City_____________________________State____________________________Zip______________________________

Nature of business______________________________________________Position to be filled___________________________________________Employee qualifications_________________________________________Number of employees needed______________________________________Wages or salary $________________ per __________________________Employment is _____temporary ______permanentHours ________ to _______Days ___________ to __________Benefits________________________________________________________

We are an equal opportunity employer.

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Bylaws Shareholder Meeting TOP

Bylaws of

________(1)__________

Article I. Meeting

Section 1. Annual Meeting. The annual meeting of the Shareholders of this Corporation shall be held on _____(2)_____ of each year or at such other time and place designated by the Board of Directors of the Corporation. Business transacted at the annual meeting shall include the election of Directors of the Corporation. If the designated day shall fall on a Sunday or legal holiday, then the meeting shall be held on the first business day thereafter.

Section 2. Special Meetings. Special meetings of the Shareholders shall be held when directed by the President or the Board of Directors, or when requested in writing by the holders of not less than a majority of all the shares entitled to vote at the meeting. A meeting requested by Shareholders shall be called for a date not less than ten (10) nor more than sixty (60) days after request is made, unless the Shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the Secretary, the President, a majority of Shareholders, the Board of Directors, or such other person as designated by any of the same.

Section 3. Place. Meetings of Shareholders shall be held at the principal place of business of the Corporation, the law office representing the Corporation or at such other place as may be designated by the Board of Directors.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the meeting, either personally or by first class mail, by or at the direction of the President, the Secretary or the officer or persons calling the meeting, to each Shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, prepaid and addressed to the Shareholder at his address as it appears on the stock transfer books of the Corporation.

Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjournment meeting, a notice of the adjourned meeting shall be given as provided in this Article to each Shareholder of record.

Section 6. Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of Shareholders. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the Shareholders, unless otherwise provided by law.

Section 7. Voting of Shares. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of Shareholders.

Section 8. Proxies. A Shareholder may vote either in person or by proxy executed in writing by the Shareholder or his duly authorized attorney-in-fact. No proxy shall be valid eleven (11) months from the date thereof unless otherwise provided in the proxy.

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Section 9. Action by Shareholders Without a Meeting. Any action required by law, these Bylaws, or the Articles of Incorporation of the Corporation to be taken at any annual or special meeting of Shareholders, or any action which may be taken at any annual or special meeting of Shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, as is provided by law.

ARTICLE II. DIRECTORS

Section 1. Function. The Board of Directors shall exercise its power and authority to manage the business and affairs of the Corporation.

Section 2. Qualification. Directors need not be residents of this state and Shareholders of this Corporation.

Section 3. Compensation. The Board of Directors shall have authority to fix the compensation of Directors.

Section 4. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 5. Number. This Corporation shall have __(3)__ Director(s).

Section 6. Election and Term. Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until the First Annual Meeting of Shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

At the First Annual Meeting of Shareholders and at each annual meeting thereafter, the Shareholders shall elect Directors to hold office until the next succeeding annual meeting. Each Director shall hold office for a term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 7. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of Directors, may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall hold office only until the next election of Directors by the Shareholders.

Section 8. Removal of Directors. At a meeting of Shareholders called expressly for that purpose, any Director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of Directors.

Section 9. Quorum and Voting. A majority of the number of Directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of voting by the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 10. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members and executive committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except as is provided by law.

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Section 11. Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal office of the Corporation.

Section 12. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice on _______(5)_______ of each year. Written notice of the time and place of special meetings of the Board of Directors shall be given to each Director by either personal delivery, telegram or cablegram at least three (3) days before the meeting or by notice mailed to the Director at least three (3) days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any Director who signs a Waiver of Notice either before or after a meeting. Attendance of a Director at a meeting shall constitute a Waiver of Notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting, any objections to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the Notice or Waiver of Notice of such meeting.

A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the Directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other Directors.

Meetings of the Board of Directors may be called by the Chairman of the Board, by the President of the Corporation, or by any two Directors.

Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.

Participation by such means shall constitute presence in person at a meeting.

Section 13. Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all the Directors, or all the members of the committee, as the case may be, is filed in the Minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

ARTICLE III. OFFICERS

Section 1. Officers. The Officers of this Corporation shall consist of a President, Vice President, Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other Officers and assistant Officers and Agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person.

Section 2. Duties. The Officers of this Corporation shall have the following duties: (1) The President shall be the chief executive officer of the Corporation, shall have the general and active management of the business and affairs of the Corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the Shareholders and Board of Directors.

(2) The Vice President(s), in the order designated by the Board of Directors, or lacking such a designation by the President, shall, in the absence of the President, perform the duties and

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exercise the powers of the President and shall perform such other duties as may be prescribed by the Board of Directors or the President.

(3) The Secretary shall have custody of and maintain all of the corporate records except the financial records and shall, as requested, record the minutes of all meetings of the Shareholders and Board of Directors, send all notices of all meetings and perform such other duties as may be prescribed by the Board of Directors or the President.

(4) The Treasurer shall have the custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of Shareholders, and whenever else required by the Board of Directors or the President, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

Section 3. Removal of Officers. An officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever, in its judgment, the best interests of the Corporation will be served thereby.

Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV. STOCK CERTIFICATES

Section 1. Issuance. Every holder of shares in this Corporation shall be entitled to have a Certificate representing all shares to which he is entitled. No Certificate shall be issued for any share until such share is fully paid.

Section 2. Form. Certificates representing shares in this Corporation shall be signed by the President and the Secretary or an Assistant Secretary and may be sealed with the Seal of this Corporation or a facsimile thereof.

Section 3. Transfer of Stock. The Corporation shall register a Stock Certificate presented to it for transfer if the Certificate is properly endorsed by the holder of record or by his duly authorized attorney.

Section 4. Lost, Stolen or Destroyed Certificates. If the shareholder shall claim to have lost or destroyed a Certificate of shares issued, upon the making of an affidavit of the fact by the person claiming the Certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity in such amount and with such sureties, if any, as the Board may reasonably require, the Board of Directors may direct a new Certificate or Certificates to be issued in place of any Certificate or Certificates theretofore issued by the Corporation.

ARTICLE V. BOOKS AND RECORDS

Section 1. Books and Records. This Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Shareholders, Board of Directors and committees of Directors.

This Corporation shall keep at its registered office or principal place of business, a record of its Shareholders, giving the names and addresses of all Shareholders and the number of shares held by each.

Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

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Section 2. Shareholders' Inspection Rights. Any person who shall have been a holder of record of shares, or of voting trust certificates therefor, at least six (6) months immediately preceding his demand, or the holder of record of voting trust certificates for at least five percent (5%) of the outstanding shares of the Corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

Section 3. Financial Information. Not later than four (4) months after the close of each fiscal year, this Corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and a Profit and Loss Statement showing the results of the operations of the Corporation during its fiscal year.

Upon the written request of any Shareholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall mail to each Shareholder, or holder of voting trust certificates, a copy of the most recent Balance Sheet and Profit and Loss Statement.

Balance Sheets and Profit and Loss Statements shall be kept in the registered office of the Corporation in this state for at least five (5) years, and shall be subject to inspection during business hours by any Shareholder or holder of voting trust certificates, in person or by agent.

ARTICLE VI. DIVIDENDS

The Board of Directors of this Corporation may, from time to time, declare, and the Corporation may pay, dividends on its shares in cash, property or its own shares, except when the Corporation is insolvent or when the payment thereof would render the Corporation insolvent, subject to the provisions of Florida Statutes.

ARTICLE VII. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be in circular form.

ARTICLE VIII. AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by a majority of the members of the Board of Directors making such resolution; and, thereafter, submitting the said altered, amended, repealed and new Bylaws to a specially called Shareholders meeting, at which meeting a majority of the Shareholders entitled to vote, represented in person or by proxy, shall have approved or disapproved.

The foregoing Bylaws were adopted by a majority of the Shareholders of the Corporation at its principal Shareholders meeting held on _____________________.

_____________(8)______________

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Sale of Motor Vehicle

TOP For value received, the undersigned seller, ____________(1)___________, sells and transfers to ____________(2)___________, buyer, the vehicle described therein.

Seller warrants that:

(1) seller is the sole owner of the vehicle;

(2) such vehicle is free of all encumbrances, security interests, and other defenses against seller;

(3) the cash price does not exceed a reasonable retail price at the time of sale;

(4) the vehicle has been delivered to and accepted by buyer;

(5) buyer was of legal age and legally competent to execute the contract on the date thereof;

(6) all disclosures to buyer and other matters in connection with such transaction, are in all respects as required by, and in accordance with, all applicable laws and regulations governing them.

Dated: ____________(3)______________

__________(4)_____________ Seller

___________(5)____________ Buyer

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Contract For Purchase and Sale TOP PARTIES: ____________________(1)_____________________________, as "Seller", of ______________(2)_________________, Phone: ______________(3)_________________ and ______________(4)___________________ as "Buyer" of _______________(5)_______________, Phone: _______(6)__________, hereby agree that the Seller shall sell and Buyer shall buy the

I. DESCRIPTION:

a) Legal description of real estate ("Property") located in _______(7)________ County, _______(8)_________:

b) Street address, if any, of the Property being conveyed is:

c) Personal property including all buildings and improvements on the property and all right, title and interest of Seller in and to adjacent streets, roads, alleys and rights-of-way, and:

II. PURCHASE PRICE $_______(9)______

PAYMENT:

a) Cash Deposit(s) to be held in escrow by _____________(10)________________ in the amount of $______(11)______ and promissory note to be held in same escrow as additional earnest Buyer's default in the amount of $______(12)______

b) Subject to assumption of Mortgage in favor or ________(13)__________ bearing interest at ___(14)____% per annum and payable as to principal and interest $_____(15)______ per month, having an approximate present principal balance of $______(16)______

c) Purchase money mortgage and note bearing interest at ___(17)___% on terms set forth herein below, in the principal amount of $______(18)______

d) Other: ________(19)______________________________ $______(20)______

e) Balance to close, (U.S. Cash, certified or cashier's check) subject to adjustments and prorations $______(21)______

TOTAL $______(22)______

f) All funds held in escrow shall be placed in an interest bearing account at the direction of Buyer, with interest accruing to the benefit of Buyer and either applied toward the purchase price at closing or returned to Buyer in the event and for any reason the transaction does not close.

III. FINANCING: If the purchase price or any part thereof is to be financed by a third party loan, this Contract for Sale and Purchase ("Contract"), is conditioned upon the Buyer obtaining a firm commitment for said loan within ___(23)__ days from the date hereof, at an interest rate not to exceed _(24)_ percent (____%); of __(25)__ years; and in the principal amount of $_______(26)_______. Buyer agrees to make application for, and to use reasonable diligence to obtain said loan. Should Buyer fail to obtain same or to waive Buyer's rights hereunder within said time, Buyer may cancel Contract.

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IV. TITLE EVIDENCE: Within twenty (20) days from the date of Contract, Seller shall, at his expense, deliver to Buyer or his attorney, in accordance with Paragraph XI, a title insurance commitment with fee owner's title policy premium to be paid by Seller at closing.

V. TIME FOR ACCEPTANCE AND EFFECTIVE DATE: If this offer is not executed by both of the parties hereto on or before ____(27)_____, the aforesaid deposit(s) shall be, at the option of the Buyer, returned to him and this offer shall thereafter be null and void. The date of Contract ("Effective Date") shall be the date when the last one of the Seller and Buyer has signed this offer.

VI. CLOSING DATE: This transaction shall be closed and the deed and other closing papers delivered on the __(28)__ day of _____(29)______, 19_(30)_, unless extended by other provisions of Contract, or by written agreement of the Parties.

VII. RESTRICTIONS, EASEMENTS, LIMITATIONS: The Buyer shall take title subject only to: Zoning, restrictions, prohibitions and other requirements imposed by governmental authority; Restrictions and matters appearing on the plat or otherwise common to the subdivision; Public utility easements of record; Taxes for year of closing and subsequent years, assumed mortgages and purchase money mortgages, if any; other: ______(31)_____________________________ provided, however, that none of the foregoing shall prevent use of the property for the purpose of ________(32)__________.

VIII. OCCUPANCY: Seller represents that there are no parties in occupancy other than Seller, but if Property is intended to be rented or occupied beyond closing, the fact and terms thereof shall be stated herein, and the tenant(s) shall be disclosed pursuant to Paragraph XVII. Seller agrees to deliver occupancy of Property at time of closing unless otherwise specified below.

IX. ASSIGNABILITY: Buyer may assign this Contract.

X. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions inserted herein or attached hereto as Addenda shall control all printed provisions in conflict therewith.

XI. EVIDENCE OF TITLE: Within twenty (20) days from the date hereof, Seller, at Seller's sole cost and expense, shall cause a title insurance company mutually acceptable to the Parties ("Title Company") to issue and deliver to Buyer an ALTA Form B title commitment ("Title Commitment") accompanied by one copy of all documents affecting the Property, and which constitute exceptions to the Title Commitment. Buyer shall give Seller written notice on or before twenty (20) days from the date of receipt of the Title Commitment, if the condition of title as set forth in such Title Commitment and survey is not satisfactory in Buyer's sole discretion. In the event that the condition of title is not acceptable, Buyer shall state which exceptions to the Title Commitment are unacceptable. Seller shall, at its sole cost and expense promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the reasonable satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy said objections within thirty (30) days after said notice, Buyer may, at its option: (i) extend the time period for Seller to satisfy said objections, (ii) accept title subject to the objections raised by Buyer, without an adjustment in the purchase price, in which event said objections shall be deemed to be waived for all purposes, or (iii) rescind this Agreement, whereupon the deposit described herein shall be returned to Buyer and this Agreement shall be of no further force and effect.

XII. EXISTING MORTGAGES TO BE ASSUMED: Seller shall furnish to Buyer within twenty (20) days from execution hereof a statement from all mortgagee(s) setting forth principal balance, method of payment, interest rate and whether the mortgage(s) is in good standing. If a mortgage requires approval of the Buyer by the mortgagee in order to avoid default, or for assumption by the Buyer of said mortgage, and:

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a) the mortgagee does not approve the Buyer, the Buyer may rescind the contract, or

b) the mortgagee requires an increase in the interest rate or charges a fee for any reason in excess of $500.00, the Buyer may rescind the Contract unless Seller elects to pay such increase or excess. Seller and Buyer each shall pay 50% of any such fee. Buyer shall use reasonable diligence to obtain approval. The amount of any escrow deposits held by mortgagee shall be credited to Seller.

XIII. PURCHASE MONEY MORTGAGES: The purchase money note and mortgage, if any, shall provide for a thirty (30) day grace period in the event of default if it is a first mortgage and a 15 day grace period in the event of default if a second mortgage; shall provide for right of prepayment in whole or in part without penalty; shall be assumable and shall not provide for acceleration or interest adjustment in event of resale of the Property. Said mortgage shall require the owner of the encumbered Property to keep all prior liens and encumbrances in good standing.

XIV. CURRENT SURVEY: Within fifteen (15) days from the date hereof, Seller, at Seller's sole cost and expense, shall furnish a current survey of the Property prepared and certified by a duly registered Land Surveyor. The survey as to the Property shall:

a) Set forth an accurate legal description; and

b) Locate all existing easements and rights-of-way (setting forth the book and page number of the recorded instruments creating the same), alleys, streets, and

c) Show any encroachments; and

d) Show all existing improvements (such as buildings, power lines, fences, etc.); and

e) Show all dedicated public streets provided access and whether such access is paved to the property line; and

f) Show the location of any easements necessary for the furnishing of off-site improvements; and

g) Be certified to the Seller, the Buyer, the Title Company and any lender that may be involved in the transaction.

In the event the survey or the recertification thereof shows any encroachments of any improvements upon, from, or onto the Property, or on or between any building set-back line, a property line, or any easement, except those acceptable to Buyer, in Buyer's sole discretion, said encroachment shall be treated in the same manner as a title defect under the procedure set forth of notice thereof with

XV. TERMITES: The Buyer, within time allowed for delivery of evidence of title and examination thereof, or no later than ten (10) days prior to closing, whichever date occurs last, may have the improvements inspected at Buyer's expense by a certified pest control operator to determine whether there is any visible active termite infestation or visible existing damage from termite infestation in the improvements. If Buyer is informed of either or both of the foregoing, Buyer will have ten (10) days from date of notice thereof within which to have all damages, whether visible or not, inspected and estimated by a licensed building or general contractor. Seller shall pay valid costs for treatment and repair of all damage up to 1 1/2% of Purchase Price. Should such costs exceed that amount, Buyer shall have the option of cancelling Contract within five (5) days after receipt of contractor's repair estimate by giving written notice to Seller, or Buyer may elect to proceed with the transaction, in which event Buyer shall receive a credit at closing of an amount equal to 1 1/2% of said Purchase Price. "Termites" shall be deemed to include all wood destroying organisms.

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XVI. INGRESS AND EGRESS: Seller warrants that there is ingress and egress to the Property sufficient for the intended use as described in Paragraph VII hereof the title to which is in accordance with Paragraph XI above.

XVII. LEASES: Seller shall, not less than fifteen (15) days prior to closing, furnish to Buyer copies of all written leases and estoppel letters from each tenant (if any) specifying the nature and duration of said tenant's occupancy, rental rates and advanced rent and security deposits paid by tenant. In the event Seller is unable to obtain such letter from each tenant, the same information shall be furnished by Seller to Buyer within said time period in the form of a Seller's affidavit, and Buyer may thereafter contact tenants to confirm such information. Seller shall deliver and assign all original leases to Buyer at closing.

XVIII. LIENS: Seller shall, both as to the Property and personalty being sold hereunder, furnish to Buyer at time of closing an affidavit attesting to the absence, unless otherwise provided for herein, of any financing statements, claims of lien or potential lienors known to Seller and further attesting that there have been no improvements to the Property for ninety (90) days immediately preceding date of closing. If the property has been improved within said time, Seller shall deliver releases or waivers of all mechanic's liens, executed by general contractors, subcontractors, suppliers, and materialmen, in addition to Seller's lien affidavit setting forth the names of all such general contractors, subcontractors, suppliers and materialmen and further reciting that, in fact, all bills for work to the Property which could serve as a basis for a mechanic's lien have been paid or will be paid at closing.

XIX. PLACE OF CLOSING: Closing shall be held in the county wherein the Property is located, at the office of the attorney or other closing agent designated by Buyer; provided, however, that if a portion of the purchase price is to be derived from an institutional mortgagee, the requirements of said mortgagee as to time of day, place and procedures for closing, and for disbursement of mortgage process, shall control, anything in this contract to the contrary notwithstanding.

XX. TIME: Time is of the essence of this Contract. Any reference herein to time periods of less than six (6) days shall in the computation thereof, exclude Saturdays, Sundays and legal holidays, and any time period provided for herein which shall end on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. of the next business day.

XXI. DOCUMENTS FOR CLOSING: Seller shall furnish deed, closing statement, mechanic's lien affidavit, assignments of leases, and any corrective instruments that may be required in connection with perfecting the title. Buyer shall furnish mortgage, mortgage note, security agreement, and financing statement.

XXII.EXPENSES: State documentary stamps which are required to be affixed to the instrument of conveyance, intangible tax on and recording of purchase money mortgage to Seller, and cost of recording any corrective instruments shall be paid by Seller. Documentary stamps to be affixed to the note or notes secured by the purchase money mortgage, cost of recording the deed and financing statements shall be paid by Buyer.

XXIII. PRORATION OF TAXES: Taxes for the year of the closing shall be prorated to the date of closing. If the closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate of the preceding year applied to the latest assessed valuation. Subsequent to the closing, when the tax rate is fixed for the year in which the closing occurs, Seller and Buyer agree to adjust the proration of taxes and, if necessary, to refund or pay, as the case may be, an amount necessary to effect such adjustments. This provision shall survive closing.

XXIV. PERSONAL PROPERTY INSPECTION, REPAIR: Seller warrants that all major appliances, heating, cooling, electrical, plumbing systems, and machinery are in working condition as of six (6) days prior to closing. Buyer may, at his expense, have inspections made of said items by licensed persons dealing in the repair and maintenance thereof, and shall report in

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writing to Seller such items as found not in working condition prior to taking of possession thereof, or six (6) days prior to closing, whichever is first. Unless Buyer reports failures within said period, he shall be deemed to have waived Seller's warranty as to failures not reported. Valid reported failures shall be corrected at Seller's cost with funds therefore escrowed at closing. Seller agrees to provide access for inspection upon reasonable notice.

XXV. RISK OF LOSS: If the improvements are damaged by fire or other casualty prior to closing, and the costs of restoring same does not exceed 3% of the assessed valuation of the improvements so damaged, cost of restoration shall be an obligation of the Seller and closing shall proceed pursuant to the terms of Contract with costs therefor escrowed at closing. In the event the cost of repair or restoration exceeds 3% of the assessed valuation of the improvements so damaged, Buyer shall have the option of either taking the Property as is, together with either the said 3% or any insurance proceeds payable by virtue of such loss or damage, or of cancelling the Contract and receiving return of deposit(s) made hereunder.

XXVI. MAINTENANCE: Notwithstanding the provisions of Paragraph XXIV, between Effective Date and Closing Date, all personal property on the premises and real property, including lawn, shrubbery and pool, if any, shall be maintained by Seller in the condition they existed as of Effective Date, ordinary wear and tear excepted, and Buyer or Buyer's designee will be permitted access for inspection prior to closing in order to confirm compliance with this standard.

XXVII. PROCEEDS OF SALE AND CLOSING PROCEDURE: The deed shall be recorded upon clearance of funds and evidence of title continued at Buyer's expense, to show title in Buyer, without any encumbrances or change which would render Seller's title unmarketable from the date of the last evidence, and the cash proceeds of sale shall be held in escrow by Seller's attorney or by such other escrow agent as may be mutually agreed upon for a period of not longer than five (5) days from and after closing date. If Seller's title is rendered unmarketable, Buyer shall within said five (5) day period, notify Seller in writing of the defect and Seller shall have thirty (30) days from date of receipt of such notification to cure said defect. In the event Seller fails to timely cure said defect, all monies paid hereunder shall, upon written demand therefor and within five (5) days thereafter, be returned to Buyer and, simultaneously with such repayment, Buyer shall vacate the Property and reconvey same to the Seller by special warranty deed. In the event Buyer fails to make timely demand for refund, he shall take title as is, waiving all rights against Seller as to such intervening defect except as may be available to Buyer by virtue of warranties, if any, contained in deed.

XXVIII. ESCROW: Any escrow agent receiving funds is authorized and agrees by acceptance thereof to promptly deposit and to hold same in escrow and to disburse same subject to clearance thereof in accordance with terms and conditions of Contract. Failure of clearance of funds shall not excuse performance by the Buyer.

XXIX. ATTORNEY FEES AND COSTS: In connection with any litigation including appellate proceedings arising out of this Contract, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.

XXX.(a) DEFAULT BY SELLER: In the event that Seller should fail to consummate the transaction contemplated herein for any reason, except Buyer's default; (i) Buyer may enforce specific performance of this Agreement in a court of competent jurisdiction and in such action shall have the right to recover damages suffered by Buyer by reason of the delay in the acquisition of the Property, or (ii) may bring suit for damages for breach of this Agreement, in which event, the deposit made hereunder shall be forthwith returned to Buyer, or (iii) declare a default, demand and receive the return of the deposit. All rights, powers, options or remedies afforded to Buyer either hereunder or by law shall be cumulative and not alternative and the exercise of one right, power, option or remedy shall not bar other rights, powers, options or remedies allowed herein or by law.

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XXX.(b) DEFAULT BY BUYER: In the event Buyer should fail to consummate the transaction contemplated herein for any reason, except default by Seller or the failure of Seller to satisfy any of the conditions to Buyer's obligations, as set forth herein, Seller shall be entitled to retain the earnest money deposit, such sum being agreed upon as liquidated damages for the failure of Buyer to perform the duties and obligations imposed upon it by the terms and provisions of this Agreement and because of the difficulty, inconvenience and uncertainty of ascertaining actual damages, and no other damages, rights or remedies shall in any case be collectible, enforceable or available to Seller other than as provided in this Section, and Seller agrees to accept and take said deposit as Seller's total damages and relief hereunder in such event.

XXXI. MEMORANDUM OF CONTRACT RECORDABLE, PERSONS BOUND AND NOTICE: Upon the expiration of the inspection period described in paragraph XXXVI, if Buyer has elected to proceed with purchase of the property, the parties shall cause to be recorded, at Buyer's option and expense, in the public records of the county in which the property is located, an executed Memorandum of Contract as attached hereto. This Contract shall bind and inure to the benefit of the Parties hereto and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. Notice given by or to the attorney for either party shall be as effective as if given by or to said party.

XXXII. PRORATIONS AND INSURANCE: Taxes, assessments, rent, interest, insurance and other expenses and revenue of the Property shall be prorated as of date of closing. Buyer shall have the option of taking over any existing policies of insurance on the Property, if assumable, in which event premiums shall be prorated. The cash at closing shall be increased or decreased as may be required by said prorations. All references in Contract to prorations as of date of closing will be deemed "date of occupancy" if occupancy occurs prior to closing, unless otherwise provided for herein.

XXXIII. CONVEYANCE: Seller shall convey title to the Property by statutory warranty deed subject only to matters contained in Paragraph VII hereof and those otherwise accepted by Buyer. Personal property shall, at the request of Buyer, be conveyed by an absolute bill of sale with warranty of title, subject to such liens as may be otherwise provided for herein.

XXXIV. UTILITIES: Seller shall, at no expense to Seller, actively work with Buyer to assist Buyer in obtaining electricity, water, sewage, storm drainage, and other utility services for development of the Property.

XXXV. ENGINEERING PLANS AND STUDIES: Upon the execution hereof, Seller shall furnish to Buyer all engineering plans, drawings, surveys, artist's renderings and economic and financial studies which Seller has, if any, relating to the Property, and all such information may be used by Buyer in such manner as it desires; provided that in the event Buyer fails to purchase the Property for any reason other than Seller's default, all such information shall be returned to Seller together with any information that Purchaser may have compiled with respect to the Property.

XXXVI. INSPECTION OF PROPERTY: Buyer shall have sixty (60) days from the date hereof to determine the elevation, grade, and topography of the Property and to conduct engineering and soil boring tests as the Buyer deems necessary in order to determine the usability of the Property. Buyer may in its sole and absolute discretion, give notice of termination of this Agreement at any time prior to the expiration of the sixty (60) day inspection period, and upon such termination, all deposits held in escrow shall be returned to Buyer.

XXXVII. PENDING LITIGATION: Seller warrants and represents that there are no legal actions, suits or other legal or administrative proceedings, including cases, pending or threatened or similar proceedings affecting the Property or any portion thereof, nor has Seller knowledge that any such action is presently contemplated which might or does affect the conveyance contemplated hereunder.

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XXXVIII. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: The representations and warranties set forth in this Contract shall be continuing and shall be true and correct on and as of the closing date with the same force and effect as if made at that time, and all of such representations and warranties shall survive the closing and shall not be affected by any investigation, verification or approval by any party hereto or by anyone on behalf of any party hereto.

XXXIX. ACQUIRING APPROVALS: The obligation of Buyer to close is conditioned upon Buyer's having acquired all the necessary approvals and permits to use the property for ________(33)___________.

XL. OTHER AGREEMENTS: No prior or present agreements or representations shall be binding upon any of the Parties hereto unless incorporated in this Contract. No modification or change in this Contract shall be valid or binding upon the Parties unless in writing, executed by the Parties to be bound thereby.

XLI. SPECIAL CLAUSES: _________________(34)___________________ ___________________________________________________________________

Witnesses: Executed by Buyer on: __(35)__

____________(36)____________ ___________(37)_______________ Buyer

____________(36)____________

____________(36)____________ ___________(38)_______________ Buyer

____________(36)____________

Executed by Seller on: __(35)_

____________(36)____________ ___________(39)_______________ Seller ____________(36)____________

____________(36)____________ ___________(40)_______________ Seller ____________(36)____________

Deposit(s) under II (a) received; if check, subject to clearance, and terms hereof are accepted.

By:_________(41)______________________________ (Escrow Agent)

BROKERAGE FEE: Seller agrees to pay the registered real estate Broker named below, at time of closing, from the disbursements of the proceeds of sale, compensation in the total amount of _(42)_ percent (_____%) of gross purchase price of $___(43)_____ for his services in effecting the sale by finding a Buyer, ready, willing and able to purchase pursuant to the foregoing Contract. In the event Buyer fails to perform and deposit(s) is retained, 50% thereof, but not exceeding the Broker's fee above computed, shall be paid to the Broker as full consideration for Broker's services including costs expended by Broker, and the balance shall be paid to Seller. If the transaction shall not be closed because of refusal or failure of Seller to perform, the Seller shall pay said fee in full to Broker on demand. Seller agrees to indemnify, defend and hold Buyer harmless from and against all claims or demands with respect to any brokerage fees or agent's commissions or other compensation asserted by any person or entity in connection with this agreement or the transaction contemplated herein.

__________(44)________________ ____________(39)_____________ Broker Seller

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____________(40)_____________ Seller

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Universal for Travel and Tourism Limited liability company (LLC)

Sana'a, Yemen

Cash flow statement for the year ended 31 December 2007

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Yemeni Riyal Yemeni Riyal2007 2006

Operating cash flowsNet(loss) of the period (2,608,826/62) (17,537,753/74)Non-cash transactions adjustmentsDepreciation and amortization 6,707,307/12 2,041,943/07Net loss before the change of the working capital 4,098,481/37 (15,495,810/67)(increase) in the securities of L/Gs (2,935,000/00) (125,000/00)(increase) /decrease in the receivable (22,755,658/27) 16,579,042/14Decrease(increase) in the accounts receivable 1,005,937/91 (5,055,106/97)Increase in the overdrafts 450,119/07 1,259,333/69(decrease) in the accounts payable (362,526/24) 40,684,110/80Increase(decrease) in the affiliates A/Cs payable 12,877,066/94 (50,696,094/89)Increase in the accounts payable 1,091,972/41 1,204,898/02Net cash flow from the operating activities (6,529,606/81) (11,644,627/88)

Cash flows from investment activity(increase) of the fixed Assets (5,489,585/50) (6,970,952/00)(increase) in the establishment expenses ----- (6,154,871/30)Net cash flows from investment (5,489,585/50) (13,125,823/30)Finance cash flowsClosing of the accumulated losses 17,537,753/74 20,739,351/09Net cash flows from finance 17,537,753/74 20,739,351/09Net cash flows 5,518,561/43 (4,031,100/09)Cash and cash equivalent at the beginning of the year 9,136,868/86 13,167,968/95Cash and cash equivalent at the end of the year 14,655,430/29 9,136,868/86

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Mortgage Agreement Form

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THIS INDENTURE, made as of the _(1)_ day of _____(2)______, 19_(3)_, by and between _______________(4)______________________, of _____________(5)______________________, hereinafter called "Mortgagor", and ________________(6)_________________________, of ______________(7)_______________, hereinafter called "Mortgagee".


AMOUNT OF LIEN: "NOTE"

WHEREAS, Mortgagor is justly indebted to Mortgagee in the sum of ______(8)_________ DOLLARS ($_____(9)_____) in lawful money of the United States, and has agreed to pay the same, with interest thereon, according to the terms of a certain note (the "Note") given by Mortgagor to Mortgagee, bearing even date herewith.

DESCRIPTION OF PROPERTY SUBJECT TO LIEN: "PREMISES".

NOW, THEREFORE, in consideration of the premises and the sum hereinabove set forth, and to secure the payment of the Secured Indebtedness as defined herein, Mortgagor has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell and convey unto Mortgagee property situate in ___(10)___ County, _____(11)_____, more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof;

TOGETHER with all buildings, structures and other improvements now or hereafter located on, above or below the surface of the property hereinbefore described, or any part and parcel thereof; and,

TOGETHER with all and singular the tenements, hereditaments, easements, riparian and littoral rights, and appurtenances thereunto belonging or in anywise appertaining, whether now owned or hereafter acquired by Mortgagor, and including all rights of ingress and egress to and from adjoining property (whether such rights now exist or subsequently arise) together with the reversion or reversions, remainder and remainders, rents, issues and profits thereof; and also all the estate, right, title, interest, claim and demand whatsoever of Mortgagor of, in and to the same and of, in and to every part and parcel thereof; and,

TOGETHER with all machinery, apparatus, equipment, fittings, fixtures, whether actually or constructively attached to said property and including all trade, domestic and ornamental fixtures, and articles of personal property of every kind and nature whatsoever (hereinafter collectively called "Equipment"), now or hereafter located in, upon or under said property or any part thereof and used or usable in connection with any present or future operation of said property and now owned or hereafter acquired by Mortgagor; and,

TOGETHER with all the common elements appurtenant to any parcel, unit or lot which is all or part of the Premises; and, ALL the foregoing encumbered by this Mortgage being collectively referred to herein as the "Premises";

TO HAVE AND TO HOLD the Premises hereby granted to the use, benefit and behalf of the Mortgagee, forever.

U.C.C. SECURITY AGREEMENT

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http://www.hooverwebdesign.com/business/pages/mortgagfrme.php


It is agreed that if any of the property herein mortgaged is of a nature so that a security interest therein can be perfected under the Uniform Commercial Code, this instrument shall constitute a Security Agreement and Mortgagor agrees to join with the Mortgagee in the execution of any financing statements and to execute any and all other instruments that may be required for the perfection or renewal of such security interest under the Uniform Commercial Code.

EQUITY OF REDEMPTION

Conditioned, however, that if Mortgagor shall promptly pay or cause to be paid to Mortgagee, at its address listed in the Note, or at such other place which may hereafter be designated by Mortgagee, its or their successors or assigns, with interest, the principal sum of _____(12)_______ DOLLARS ($__(13)__) with final maturity, if not sooner paid, as stated in said Note unless amended or extended according to the terms of the Note executed by Mortgagor and payable to the order of Mortgagee, then these presents shall cease and be void, otherwise these presents shall remain in full force and effect.

ARTICLE ONE

COVENANTS OF MORTGAGOR

Mortgagor covenants and agrees with Mortgagee as follows:

1.01 Secured Indebtedness.

This Mortgage is given as security for the Note and also as security for any and all other sums, indebtedness, obligations and liabilities of any and every kind arising, under the Note or this Mortgage, as amended or modified or supplemented from time to time, and any and all renewals, modifications or extensions of any or all of the foregoing (all of which are collectively referred to herein as the "Secured Indebtedness"), the entire Secured Indebtedness being equally secured with and having the same priority as any amounts owed at the date hereof.

1.02 Performance of Note, Mortgage, Etc..

Mortgagor shall perform, observe and comply with all provisions hereof and of the Note and shall promptly pay, in lawful money of the United States of America, to Mortgagee the Secured Indebtedness with interest thereon as provided in the Note, this Mortgage and all other documents constituting the Secured Indebtedness.

1.03 Extent Of Payment Other Than Principal And Interest.

Mortgagor shall pay, when due and payable, (1) all taxes, assessments, general or special, and other charges levied on, or assessed, placed or made against the Premises, this instrument or the Secured Indebtedness or any interest of the Mortgagee in the Premises or the obligations secured hereby; (2) premiums on policies of fire and other hazard insurance covering the Premises, as required herein; (3) ground rents or other lease rentals; and (4) other sums related to the Premises or the indebtedness secured hereby, if any, payable by Mortgagor.

1.04 Insurance.

Mortgagor shall, at its sole cost and expense, keep the Premises insured against all hazards as is customary and reasonable for properties of similar type and nature located in ______(14)______ County, ____(15)___.

1.05 Care of Property.

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Mortgagor shall maintain the Premises in good condition and repair and shall not commit or suffer any material waste to the Premises.

1.06 Prior Mortgage.

With regard to the Prior Mortgage, Mortgagor hereby agrees to:

(i) Pay promptly, when due, all installments of principal and interest and all other sums and charges made payable by the Prior Mortgage;

(ii) Promptly perform and observe all of the terms, covenants and conditions required to be performed and observed by Mortgagor under the Prior Mortgage, within the period provided in said Prior Mortgage;

(iii) Promptly notify Mortgagee of any default, or notice claiming any event of default by Mortgagor in the performance or observance of any term, covenant or condition to be performed or observed by Mortgagor under any such Prior Mortgage.

(iv) Mortgagor will not request nor will it accept any voluntary future advances under the Prior Mortgage without Mortgagee's prior written consent, which consent shall not be unreasonably withheld.

ARTICLE TWO

DEFAULTS

2.01 Event of Default.

The occurrence of any one of the following events which shall not be cured within _(16)_ days after written notice of the occurrence of the event, if the default is monetary, or which shall not be cured within __(17)__ days after written notice from Mortgagee, if the default is non-monetary, shall constitute an "Event of Default":

(a) Mortgagor fails to pay the Secured Indebtedness, or any part thereof, or the taxes, insurance and other charges, as hereinbefore provided, when and as the same shall become due and payable;

(b) Any material warranty of Mortgagor herein contained, or contained in the Note, proves untrue or misleading in any material respect;

(c) Mortgagor materially fails to keep, observe, perform, carry out and execute the covenants, agreements, obligations and conditions set out in this Mortgage, or in the Note;

(d) Foreclosure proceedings (whether judicial or otherwise) are instituted on any mortgage or any lien of any kind secured by any portion of the Premises and affecting the priority of this Mortgage.

2.02 Options Of Mortgagee Upon Event Of Default.

Upon the occurrence of any Event of Default, the Mortgagee may immediately do any one or more of the following:

(a) Declare the total Secured Indebtedness, including without limitation all payments for taxes, assessments, insurance premiums, liens, costs, expenses and attorney's fees herein specified, without notice to Mortgagor (such notice being hereby expressly waived), to be due and collectible at once, by foreclosure or otherwise;

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(b) Pursue any and all remedies available under the Uniform Commercial Code; it being hereby agreed that ten (10) days' notice as to the time, date and place of any proposed sale shall be reasonable;

(c) In the event that Mortgagee elects to accelerate the maturity of the Secured Indebtedness and declares the Secured Indebtedness to be due and payable in full at once as provided for in Paragraph 2.02(a) hereinabove, or as may be provided for in the Note, or any other provision or term of this Mortgage, then Mortgagee shall have the right to pursue all of Mortgagee's rights and remedies for the collection of such Secured Indebtedness, whether such rights and remedies are granted by this Mortgage, any other agreement, law, equity or otherwise, to include, without limitation, the institution of foreclosure proceedings against the Premises under the terms of this Mortgage and any applicable state or federal law.

ARTICLE THREE

MISCELLANEOUS PROVISIONS

3.01 Prior Liens.

Mortgagor shall keep the Premises free from all prior liens (except for those consented to by Mortgagee).

3.02 Notice, Demand and Request.

Every provision for notice and demand or request shall be deemed fulfilled by written notice and demand or request delivered in accordance with the provisions of the Note relating to notice

3.03 Meaning of Words.

The words "Mortgagor" and "Mortgagee" whenever used herein shall include all individuals, corporations (and if a corporation, its officers, employees or agents), trusts and any and all other persons or entities, and the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, and all those holding under either of them.

The pronouns used herein shall include, when appropriate, either gender and both singular and plural. The word "Note" shall also include one or more notes and the grammatical construction of sentences shall conform thereto.

3.04 Severability.

If any provision of this Mortgage or any other Loan Document or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of the instrument in which such provision is contained, nor the application of the provision to other persons, entities or circumstances, nor any other instrument referred to hereinabove shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law.

3.05 Governing Law.

The terms and provisions of this Mortgage are to be governed by the laws of the State of ____(18)_____. No payment of interest or in the nature of interest for any debt secured in part by this Mortgage shall exceed the maximum amount permitted by law. Any payment in excess of the maximum amount shall be applied or disbursed as provided in the Note in regard to such amounts which are paid by the Mortgagor or received by the Mortgagee.

3.06 Descriptive Headings.

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The descriptive headings used herein are for convenience of reference only, and they are not intended to have any effect whatsoever in determining the rights or obligations of the Mortgagor or Mortgagee and they shall not be used in the interpretation or construction hereof.

3.07 Attorney's Fees.

As used in this Mortgage, attorneys' fees shall include, but not be limited to, fees incurred in all matters of collection and enforcement, construction and interpretation, before, during and after suit, trial, proceedings and appeals. Attorneys' fees shall also include hourly charges for paralegals, law clerks and other staff members operating under the supervision of an attorney.

IN WITNESS WHEREOF, the Mortgagor has caused this instrument to be duly executed as of the day and year first above written.

Witnesses: ___________(19)_______________ ______________(21)_______________

___________(20)_______________

STATE OF _______(22)_________) ) COUNTY OF ______(23)_________)

THE FOREGOING instrument was acknowledged before me this _(24)_ day of _____(25)____, 19_(26)_,by _________(27)___________.

____________(28)________________

My Commission Expires: _________(29)_________

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JOINT VENTURE AGREEMENT

This JOINT VENTURE AGREEMENT ("Agreement") is made on ________________, 20_____ between __________________________________ and __________________________________.

RECITALS

The Joint Venturers have agreed to make contributions to a common fund for the purpose of acquiring and holding: _________________________________________________________ ___________________________________ called the business interest.

The Joint Venturers consider it advisable to acquire and to hold their business interest through a nominee so as to avoid the necessity of numerous separate agreements, to maintain the legal title to the business interest in a simple and practicable form, and to facilitate the collection and distribution of the profits accruing under the business interest, and __________________________________ has agreed to act as nominee of the Joint Venturers with the understanding that he is also acquiring a participating interest in this joint venture on his own account,

It is therefore agreed:

1. Purpose. The Joint Venturers form this joint venture to acquire and hold the business interest in common and to provide the finances required for its acquisition. To the extent set forth in this Agreement, each of the Joint Venturers shall own an undivided fractional part in the business. The Joint Venturers appoint as their agent _____________________________________, whose duty it shall be to hold each of the undivided fractional parts in the business interest for the benefit of, and as agent for, the respective Joint Venturers.

2. Contributions. The Agent acknowledges that he has received from each of the Joint Venturers, for the purpose of this joint venture, the sum set after the name of each Joint Venturer as follows:

Name of Joint Venturer Contribution

3. Acquisition of Business Interest. The Agent is authorized to acquire and to hold in his own name, but on behalf of the Joint Venturers (of which the Agent is one), the business interest, and to pay $______________ for it as follows: $______________ in cash, and the balance of $______________ by a note in that amount. The note shall bear interest at the rate of ______%, shall be due and payable on ___________________ [due date], with prepayment privileges, and shall be secured by

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____________________________________________ which the Agent is authorized to execute and deliver.

4. Profits. The Agent shall hold and distribute the business interest and shall receive the net profits as they accrue for the term of this Agreement or so long as the Joint Venturers are the owners in common of the business interest, for the benefit of the Joint Venturers as follows:

Name of Joint Venturer Proportion

5. Expenses of Venture. All losses and disbursements incurred by the Agent in acquiring, holding and protecting the business interest and the net profits shall, during the period of the venture, be paid by the Joint Venturers, on demand of the Agent, in the ratio which the contribution of each Joint Venturer bears to the total contributions set forth in Paragraph 2.

6. Liability of Agent. The Agent shall be liable only for his own willful misfeasance and bad faith, and no one who is not a party to this Agreement shall have any rights whatsoever under this Agreement against the Agent for any action taken or not taken by him.

7. Term. This Agreement shall terminate and the obligations of the Agent shall be deemed completed on the happening of either of the following events: (a) the receipt and distribution by the Agent of the final net profits accruing under the business interest; or (b) termination by mutual assent of all joint ventures.

8. Compensation of Agent. Unless otherwise agreed to in the future by a majority in interest of the Joint Venturers, the Agent shall not receive any compensation for services rendered by him under this Agreement.

9. Arbitration and Attorneys Fees.The Joint Venturers agree that any dispute, claim, or controversy concerning this Agreement or the termination of this Agreement, or any dispute, claim or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in _______________________ [City], _______________________ [State] in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The Joint Venturers will pay the costs and expenses of such arbitration in such proportions as the arbitrator shall decide, and each Joint Venturer shall separately pay its own counsel fees and expenses.

10. Governing Law; Consent to Personal Jurisdiction. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF _____________________ WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. EACH JOINT VENTURER HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF _____________________ FOR ANY LAWSUIT FILED THERE AGAINST ANY PARTY

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TO THIS AGREEMENT BY ANY OTHER PARTY TO THIS AGREEMENT CONCERNING THE JOINT VENTURE OR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT.

In witness whereof the Agent and the Joint Venturers have signed and sealed this Agreement.

_________________________________________________ ___________________[Signature of Joint Venturer] [Date]

_________________________________________________ [Printed or Typed Name of Joint Venturer]





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LEASE OF PERSONAL PROPERTY

1. PARTIES. This agreement is made ________,20__ between _______________, of ______________, herein called "Lessor," and ______________, of ________________, herein called "Lessee."

2. LEASE OF EQUIPMENT. For and in consideration of the covenants and agreements hereinafter contained, to be kept and performed by lessee, lessor has leased and does hereby lease to lessee the personal property known and described as follows: ______________________________________________________, hereafter designated as equipment, to have and to hold the same unto Lessee for the period of______ months commencing from ___________________.

3. DELIVERY AND RETURN OF PROPERTY. Lessor shall deliver equipment to_______________________ , freight prepaid. At the end of the term thereof Lessee shall return equipment freight prepaid to Lessor at the place from which equipment was shipped in as good condition as exists at the commencement of the term, reasonable wear and tear in respect thereto expected.

4. RENT. Lessee shall pay as rent for the leasing the sum of $_____________ at the office of Lessor at________________ in ________________ monthly installments of________ each, payable in advance on the first day of the month beginning with___________, plus ________ to be paid as the last payment.

5. RESERVATION OF TITLE. Equipment and all parts thereof shall, unless a purchase thereof is made as is herein provided and until full payment of such purchase price and all interest which may be due thereon is made in cash to the Lessor, retain its character as personal property and the title thereto shall not pass to Lessee but shall remain in Lessor.

6. REPOSSESSION. If Lessee shall sell, assign or attempt to sell or assign, equipment or any interest therein, or if Lessee defaults in any of the covenants, conditions or provisions of this Lease, it is agreed that Lessor may immediately and without notice take possession of equipment wheresoever found and to remove and keep or dispose of the same and any unpaid rentals shall at once become due and payable.

7. LOCATION AND USE. Lessee shall use equipment only in _______________________ and shall not at any time remove the same ______________________ from the place ________________________ except in returning the same to Lessor or except as may be permitted by Lessor by consent thereto in writing.

8. INDEMNIFICATION OF LESSOR. Lessee shall and does hereby agree to protect and save Lessor harmless against any and all losses or damage to equipment by fire, flood, explosion, tornado or theft and Lessee shall and does hereby assume all liability to any person whomsoever arising from the location, condition or use of equipment, and shall indemnify Lessor of and from all liability, claim and demand whatsoever arising from the location, condition, or use of equipment whether in operation or not, and growing out of any cause, and from every other liability, claim and demand whatsoever during the term of this Lease or arising while equipment is in the possession of Lessee. Lessee also agrees to

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promptly reimburse Lessor, in cash, for any and all personal property taxes levied against equipment and paid by Lessor.

9. TIME OF ESSENCE. Time is the essence of this agreement.

10. NO ASSIGNMENT. Neither this Lease and agreement nor any right or interest thereunder shall be assigned by Lessee in any respect whatsoever.

11. CHOICE OF LAW. This Lease and agreement shall be deemed to have been executed and entered into in the State of ____________ and shall be construed, enforced and performed in accordance with the laws thereof.

12. EXCLUSION OF ORAL STATEMENTS. This instrument contains all of the agreements of the parties. No oral or other statements shall be binding on either of the parties hereto.

13. GUARANTY. All parts of this equipment are guaranteed against defective parts or workmanship for a period of ninety (90) days from date of delivery and any parts returned to factory freight prepaid will be replaced free of charge if found defective.

[Lessor]

By_______________________________________________ ____________________

[Lessee]

By_______________________________________________ ____________________

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MORTGAGE DEED

This Mortgage is given by ______________________________________, hereinafter called Borrower, of ____________________________ to ______________________________________, hereinafter called Lender, which term includes any holder of this Mortgage, to secure the payment of the PRINCIPAL SUM of $________________ together with interest thereon computed on the outstanding balance, all as provided in a Note having the same date as this Mortgage, and also to secure the performance of all the terms, covenants, agreements, conditions and extensions of the Note and this Mortgage.

In consideration of the loan made by Lender to Borrower and for the purpose expressed above, the Borrower does hereby grant and convey to Lender, with MORTGAGE COVENANTS, the land with the buildings situated thereon and all the improvements and fixtures now and hereafter a part thereof, being more particularly described in Exhibit A attached hereto and made a part hereof and having a street address of:

(Attach Property Description)

Borrower further covenants and agrees that:

1. No superior mortgage or the note secured by it will be modified without the consent of Lender hereunder.

2. Borrower will make with each periodic payment due under the Note secured by this Mortgage a payment sufficient to provide a fund from which the real estate taxes, betterment assessments and other municipal charges which can become a lien against the mortgaged premises can be paid by Lender when due. This provision shall be effective only in the event that a fund for the same purpose is not required to be established by the holder of a senior mortgage.

3. In the event that Borrower fails to carry out the covenants and agreements set forth herein, the Lender may do and pay for whatever is necessary to protect the value of and the Lender's rights in the mortgaged property and any amounts so paid shall be added to the Principal Sum due the Lender hereunder.

4. As additional security hereunder, Borrower hereby assigns to Lender, Borrower's rents of the mortgaged property, and upon default the same may be collected without the necessity of making entry upon the mortgaged premises.

5. In the event that any condition of this Mortgage or any senior mortgage shall be in default for fifteen (15) days, the entire debt shall become immediately due and payable at the option of the Lender. Lender shall be entitled to collect all costs and expenses, including reasonable attorney's fees incurred.

6. In the event that the Borrower transfers ownership (either legal or equitable) or any security interest in the mortgaged property, whether voluntarily or involuntarily, the Lender

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may at its option declare the entire debt due and payable.

7. This Mortgage is also security for all other direct and contingent liabilities of the Borrower to Lender which are due or become due and whether now existing or hereafter contracted.

8. Borrower shall maintain adequate insurance on the property in amounts and form of coverage acceptable to Lender and the Lender shall be a named insured as its interest may appear.

9. Borrower shall not commit waste or permit others to commit actual, permissive or constructive waste on the property.

10. Borrower further covenants and warrants to Lender that Borrower is indefeasibly seized of said land in fee simple; that Borrower has lawful authority to mortgage said land and that said land is free and clear of all encumbrances except as may be expressly contained herein.

This Mortgage is upon the STATUTORY CONDITION and the other conditions set forth herein, for breach of which Lender shall have the STATUTORY POWER OF SALE to the extent existing under State law.

Executed under seal this _____ day of _________________, 20_____.

BORROWER:

_______________________________________[Signature of Borrower]

_______________________________________[Printed or Typed Name of Borrower]

LENDER:

_______________________________________[Signature of Lender]

_______________________________________[Printed or Typed Name of Lender]

WITNESS #1:

_______________________________________[Signature of Witness #1]

_______________________________________[Printed or Typed Name of Witness #1]

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WITNESS #2:

_______________________________________[Signature of Witness #2]

_______________________________________[Printed or Typed Name of Witness #2]

ACKNOWLEDGMENT

STATE OF _______________________COUNTY OF _______________________

On________________________________before me, ___________________________________________________, personally appeared ___________________________________________________, ___________________________________________________, ___________________________________________________, and ___________________________________________________ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature: _____________________________

Affiant: ____ Known ____ Unknown

ID Produced: _____________________

(Seal)

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GENERAL RELEASE

FOR GOOD CONSIDERATION, the undersigned jointly and severally hereby forever release, discharge, acquit and forgive from any and all claims, actions, suits, demands, agreements, and each of them, if more than one, liabilities, judgments, and proceedings both at law and in equity arising from the beginning of time to the date of these presents and as more particularly related to or arriving from:

This release shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives.

Signed this _________________ day of ___________, 20_____ .

In the presence of:

Witness: _____________________________________

Releasor: _____________________________________

Releasor: _____________________________________

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MUTUAL RELEASE

This Mutual Release ("Release") is executed this ______ day of ___________________, 20_____, by and between _________________________________ ("Party #1") and _________________________________ ("Party #2").

RECITALS:

WHEREAS, Party 1 holds claims against Party 2 for _________________________________________________ ______________________________________________________________________ (the "Indebtedness"); and

WHEREAS, Party 2 hereby agrees to ____________________________________________________________ _________________________________________________ in return for a release of its Indebtedness to Party 1.

WITNESSETH:

NOW THEREFORE, for and in consideration of the payment of One Dollar ($1.00), and other good and valuable consideration, in hand paid, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Party 1 does hereby release, cancel, forgive and forever discharge Party 2 and each of its predecessors, parent corporations, holding companies, subsidiaries, affiliates, divisions, heirs, successors and assigns, and all of their officers, directors and employees from all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of the Indebtedness and/or the guaranty of payment of the Indebtedness as designated and described in the Agreement from the first day of the world, including this day and each day hereafter, and Party 1 does specifically waive any claim or right to assert any cause of action or alleged case of action or claim or demand which has, through oversight or error intentionally or unintentionally or through a mutual mistake, been omitted from this Release.

2. Party 2 does hereby release, cancel, forgive and forever discharge Party 1 and each of his holding companies, subsidiaries, affiliates, divisions, successors, heirs, and assigns in all capacities whatsoever, including without limitation as an officer, director, employee, representative, designee, agent, and shareholder thereof, from all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of any matter, cause or thing whatsoever, from the first day of the world, including this day and each day hereafter, and Party 2 does specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Release.

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3. The provisions of this Agreement must be read as a whole and are not severable and/or separately enforceable by either party hereto.

IN WITNESS WHEREOF, the undersigned have executed this Release in triplicate originals as of the day, month and year first set forth above.

PARTIES:

___________________________________________________________Party 1

___________________________________________________________Party 2

WITNESS:

___________________________________________________________

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INDEMNITY AGREEMENT

FOR VALUE RECEIVED, the undersigned jointly and severally agree to indemnify and save harmless __________________________ ("Indemnitees") and their successors and assigns, from any claim, action, liability, loss, damage or suit, arising from the following:

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

In the event of any asserted claim, the Indemnitees shall provide the undersigned reasonably timely written notice of same, and thereafter the undersigned shall at its own expense defend, protect and save harmless Indemnitees against said claim or any loss or liability thereunder.

In the further event the undersigned shall fail to so defend and/or indemnify and save harmless, then in such instance the Indemnitees shall have full rights to defend, pay or settle said claim on their behalf without notice to the undersigned and with full rights to recourse against the undersigned for all fees, costs, expenses and payments made or agreed to be paid to discharge said claim.

Upon default, the undersigned further agree to pay all reasonable attorney's fees necessary to enforce this agreement.

This agreement shall be unlimited as to amount or duration.

This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives.

Signed this _____ day of__________. 20____.

Witnessed:

______________________________ ______________________________Witness First Party

______________________________ ______________________________Witness Second Party

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RELEASE (INDIVIDUAL)

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Release executed on ______________________, 20______, by _________________________________ (releasor) to _________________________________ (releasee).

In consideration of _________________________________ Dollars ($_________), receipt of which is acknowledged, releasor voluntarily and knowingly executes this release with the express intention of effecting the extinguishment of obligations created by or arising out of:

Releasor, with the intention of binding itself, its spouse, heirs, legal representatives, and assigns, expressly releases and discharges releasee and its heirs and legal representatives from all claims, demands, actions, judgments, and executions that releasor ever had, or now has, or may have, known or unknown, against releasee or its heirs or legal representatives created by or arising out of said claim.

In witness whereof, releasor has executed this release on the day and year first above written.

______________________________ [Signature of Releasor]

______________________________ [Releasor's Printed Name]

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MUTUAL RESCISSION OF CONTRACT

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This Agreement of mutual rescission of a contract made and entered into this ____ day of _______________, 20___, by and between ____________________________ [party 1] and ______________________________ [party 2].

The parties hereby mutually acknowledge and agree that:

1. On __________________, 20___, the parties entered into a contract, which is attached and marked Exhibit A.

2. The parties to that contract and to this agreement of mutual rescission wish to rescind that contract.

Therefore, in consideration of the mutual covenants of the parties, the parties hereby rescind the aforementioned contract effective as of this day first written above. This agreement of mutual rescission shall be binding upon the parties, their successors, assigns and personal representatives. Neither party shall have any further rights or duties thereunder.

This agreement shall be enforced under the laws of the State of __________________. This is the entire agreement.

[PARTY 1:] [PARTY 2:]

_________________________________ _________________________________[signature above/typed name below] [signature above/typed name below]

[WITNESS 1:] [WITNESS 2:]

_________________________________ _________________________________[signature above/typed name below] [signature above/typed name below]

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COVENANT NOT TO SUE

For good and valuable consideration received, the undersigned being the holder of an actual, asserted or prospective claim against ______________________________________ arising from:

do hereby covenant that I/we shall not commence or maintain any suit thereon against said party whether at law or in equity provided nothing in this agreement constitutes a release of this or any other party thereto.

This covenant shall be binding upon, and inure to, the benefit of the parties, their successors, assigns and executors, administrators, personal representatives and heirs.

The undersigned affixes and seals this __________ day of ________________________, 20____.

__________________________________[NAME]

Signed in the presence of:

Witness:___________________________[WITNESS'S NAME]

STATE OF _______________

COUNTY OF _____________

On _________________________before me,____________________________, personally appeared _____________________________, personally known to me (or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


Signature: _______________________________

Affiant ______ Known ______ Unknown ______

ID Produced_________________

(Seal)

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Sale of Goods Agreement

Agreement made _____________ (date), between _________________________, of _________________________________ (address), _____________________ (city), ______________ (county), ________________ (state), in this agreement referred to as seller, and ___________________, of ____________________________ (address), __________________ (city), __________________ (county), _____________ (state), in this agreement referred to as buyer.

SECTION ONE: SALE OF GOODS Seller shall sell, transfer and deliver to buyer on or before ____________________ (date), the following personal property: ____________________________________________________________________________________________________________________________________________________________________________________ (description of goods).

SECTION TWO: CONSIDERATION Buyer shall accept the goods and pay ________________________________________ Dollars ($ ________ ) for the goods.

SECTION THREE: IDENTIFICATION OF GOODS Identification of the goods to this agreement shall not be deemed to have been made until both buyer and seller have specified that the goods in question are to be appropriated to the performance of this agreement.

SECTION FOUR: PAYMENT ON RECEIPT Buyer shall make payment for the goods at the time when, and at the place where, the goods are received by buyer.

SECTION FIVE: RECEIPT CONSTRUED AS DELIVERY Goods shall be deemed received by buyer when delivered to buyer at ________________________________________ (address), __________ (city), __________ (county), __________ (state).

SECTION SIX: RISK OF LOSS The risk of loss from any casualty to the goods, regardless of the cause, shall be the responsibility of the seller until the goods have been accepted by the buyer.

SECTION SEVEN: WARRANTY OF NO ENCUMBRANCES Seller warrants that the goods are now free, and that at the time of delivery shall be free from any security interest or other lien or encumbrance.

SECTION EIGHT: WARRANTY OF TITLE Furthermore, seller warrants that at the time of signing this agreement, seller neither knows nor has reason to know of the existence of any outstanding title or claim of title hostile to the rights of seller in the goods.

SECTION NINE: RIGHT OF INSPECTION Buyer shall have the right to inspect the goods on arrival and, within _______ business days after delivery, buyer must give notice to seller of any claim for damages on account of condition, quality or grade of the goods, and buyer must specify the basis of the claim of buyer in detail. The failure of buyer to comply with these conditions shall constitute irrevocable acceptance of the goods by buyer.

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In witness whereof, the parties have executed this agreement at ________________________________________ (designate place of execution) the day and year first above written.

_________________________Signature

_________________________Signature

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GENERAL POWER OF ATTORNEY

NOTICE: THE POWERS GRANTED BY THIS DOCUMENT ARE BROAD AND SWEEPING. IF YOU HAVE ANY QUESTIONS ABOUT THESE POWERS, OBTAIN COMPETENT LEGAL ADVICE. THIS DOCUMENT DOES NOT AUTHORIZE ANYONE TO MAKE MEDICAL AND OTHER HEALTH-CARE DECISIONS FOR YOU. YOU MAY REVOKE THIS POWER OF ATTORNEY IF YOU LATER WISH TO DO SO.

I, _____________________________ [YOUR FULL LEGAL NAME], residing at ___________________________________________________________________________________ [YOUR FULL ADDRESS], hereby appoint ___________________________________ of _________________________, _________________________, ___________________________________, as my Attorney-in-Fact ("Agent").

If my Agent is unable to serve for any reason, I designate ___________________________________, of _________________________, _________________________, _________________________ __________, as my successor Agent.

I hereby revoke any and all general powers of attorney that previously have been signed by me. However, the preceding sentence shall not have the effect of revoking any powers of attorney that are directly related to my health care that previously have been signed by me.

My Agent shall have full power and authority to act on my behalf. This power and authority shall authorize my Agent to manage and conduct all of my affairs and to exercise all of my legal rights and powers, including all rights and powers that I may acquire in the future. My Agent's powers shall include, but not be limited to, the power to:

1. Open, maintain or close bank accounts (including, but not limited to, checking accounts, savings accounts, and certificates of deposit), brokerage accounts, and other similar accounts with financial institutions.

a. Conduct any business with any banking or financial institution with respect to any of my accounts, including, but not limited to, making deposits and withdrawals, obtaining bank statements, passbooks, drafts, money orders, warrants, and certificates or vouchers payable to me by any person, firm, corporation or political entity.

b. Perform any act necessary to deposit, negotiate, sell or transfer any note, security, or draft of the United States of America, including U.S. Treasury Securities.

c. Have access to any safe deposit box that I might own, including its contents.

2. Sell, exchange, buy, invest, or reinvest any assets or property owned by me. Such assets or property may include income producing or non-income producing assets and property.

3. Purchase and/or maintain insurance, including life insurance upon my life or the life of any other appropriate person.

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4. Take any and all legal steps necessary to collect any amount or debt owed to me, or to settle any claim, whether made against me or asserted on my behalf against any other person or entity.

5. Enter into binding contracts on my behalf.

6. Exercise all stock rights on my behalf as my proxy, including all rights with respect to stocks, bonds, debentures, or other investments.

7. Maintain and/or operate any business that I may own.

8. Employ professional and business assistance as may be appropriate, including attorneys, accountants, and real estate agents.

9. Sell, convey, lease, mortgage, manage, insure, improve, repair, or perform any other act with respect to any of my property (now owned or later acquired) including, but not limited to, real estate and real estate rights (including the right to remove tenants and to recover possession). This includes the right to sell or encumber any homestead that I now own or may own in the future.

10. Prepare, sign, and file documents with any governmental body or agency, including, but not limited to, authorization to:

a. Prepare, sign and file income and other tax returns with federal, state, local, and other governmental bodies.

b. Obtain information or documents from any government or its agencies, and negotiate, compromise, or settle any matter with such government or agency (including tax matters).

c. Prepare applications, provide information, and perform any other act reasonably requested by any government or its agencies in connection with governmental benefits (including military and social security benefits).

11. Make gifts from my assets to members of my family and to such other persons or charitable organizations with whom I have an established pattern of giving. However, my Agent may not make gifts of my property to the Agent. I appoint ___________________________________, of _________________________, _________________________, _________________________ __________, as my substitute Agent for the sole purpose of making gifts of my property to my Agent, as appropriate.

12. Transfer any of my assets to the trustee of any revocable trust created by me, if such trust is in existence at the time of such transfer.

13. Disclaim any interest which might otherwise be transferred or distributed to me from any other person, estate, trust, or other entity, as may be appropriate.

This Power of Attorney shall be construed broadly as a General Power of Attorney. The listing of specific powers is not intended to limit or restrict the general powers granted in this Power of Attorney in any manner.

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Any power or authority granted to my Agent under this document shall be limited to the extent necessary to prevent this Power of Attorney from causing: (i) my income to be taxable to my Agent, (ii) my assets to be subject to a general power of appointment by my Agent, and (iii) my Agent to have any incidents of ownership with respect to any life insurance policies that I may own on the life of my Agent.

My Agent shall not be liable for any loss that results from a judgment error that was made in good faith. However, my Agent shall be liable for willful misconduct or the failure to act in good faith while acting under the authority of this Power of Attorney.

I authorize my Agent to indemnify and hold harmless any third party who accepts and acts under this document.

My Agent shall be entitled to reasonable compensation for any services provided as my Agent. My Agent shall be entitled to reimbursement of all reasonable expenses incurred in connection with this Power of Attorney.

My Agent shall provide an accounting for all funds handled and all acts performed as my Agent, if I so request or if such a request is made by any authorized personal representative or fiduciary acting on my behalf.

This Power of Attorney shall become effective immediately and shall not be affected by my disability or lack of mental competence, except as may be provided otherwise by an applicable state statute. This is a Durable Power of Attorney. This Power of Attorney shall continue effective until my death. This Power of Attorney may be revoked by me at any time by providing written notice to my Agent.

Dated ____________________, 20____ at _________________________, _________________________.

YOUR SIGNATURE:

__________________________________

YOUR PRINTED FULL LEGAL NAME:

__________________________________

WITNESS' SIGNATURE:

__________________________________

WITNESS' PRINTED FULL LEGAL NAME:

__________________________________

WITNESS' SIGNATURE:

__________________________________

WITNESS' PRINTED FULL LEGAL NAME:

__________________________________

Acknowledgement:

STATE OF _________________________

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COUNTY OF _______________________

The foregoing instrument was acknowledged before me this _____ day of ____________________, 20____ by _____________________________ [YOUR FULL LEGAL NAME], who is personally known to me or who has produced ________________________________ as identification.

_________________________________Signature of person taking acknowledgment

_________________________________Name typed, printed, or stamped

_________________________________Title or rank

_________________________________Serial number (if applicable)

This document was prepared by:

Name: ___________________________________Address: ______________________________________________________________________

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ASSIGNMENT OF CONTRACT

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FOR VALUE RECEIVED,____________________________, the undersigned Assignor ("Assignor") hereby assigns, transfers and sets over to ____________________________ ("Assignee") all rights, title and interest held by the Assignor in and to the following described contract:

The Assignor warrants and represents that said contract is in full force and effect and is fully assignable.

The Assignee hereby assumes and agrees to perform all the remaining and executory obligations of the Assignor under the contract and agrees to indemnify and hold the Assignor harmless from any claim or demand resulting from non-performance by the Assignee.

The Assignee shall be entitled to all monies remaining to be paid under the contract, which rights are also assigned hereunder.

The Assignor warrants that the contract is without modification, and remains on the terms contained.

The Assignor further warrants that it has full right and authority to transfer said contract and that the contract rights herein transferred are free of lien, encumbrance or adverse claim.

This assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns.

Signed this _________ day of ______________________________, 20_____.

____________________________Assignor's Signature

____________________________Assignor's Printed Name

____________________________Assignee's Signature

____________________________Assignee's Printed Name

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ASSIGNMENT OF ASSETS

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AGREEMENT entered into by and between _______________________________________, hereinafter referred to as "Stockholder" and _______________________________________, hereinafter referred to as "Corporation."

WITNESSETH:

WHEREAS, the Corporation was lawfully formed by Articles of Incorporation filed with the Secretary of State of ___________________; and

WHEREAS, Certain assets must be lawfully transferred to the Corporation so the Corporation may be capitalized; and

WHEREAS, Stockholder wishes to transfer certain assets, as specified on Exhibit A, attached, to the Corporation; and

WHEREAS, the Corporation wishes to acquire certain assets, as specified on Exhibit A, attached, from Stockholder.

IT IS HEREBY AGREED, for and in consideration of the mutual covenants and agreements hereinafter entered into, as follows:

1. Stockholder herewith transfers and assigns to the Corporation those assets specified on Exhibit A, attached.

2. The Corporation herewith issues to Stockholder ____________________________ [quantity] shares of stock in the Corporation, par value $_____________________ per share, in consideration of the abovementioned transfer and assignment of assets.

AGREEMENT made on this ______ day of ____________________, 20_____.

______________________________Stockholder’s Printed Name

______________________________Stockholder’s Signature

______________________________Corporation Representative’s Printed Name

______________________________Corporation Representative’s Signature

______________________________Witness #1’s Printed Name

______________________________Witness #1’s Signature

______________________________Witness #2’s Printed Name

______________________________Witness #2’s Signature

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GENERAL ASSIGNMENT

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AGREEMENT entered into by and between _________________________________, hereinafter referred to as "Assignor" and ___________________________________, hereinafter referred to as "Assignee," on this _____ day of _____________________, 20____.

FOR GOOD AND VALUABLE CONSIDERATION RECEIVED, Assignor hereby unconditionally and irrevocably assigns, grants, and transfers all rights, title, interest, and obligation in, to and under the following to Assignee:_______________________________________________________________________________________________________________________________________________________________________________________________________________.

The Assignor hereby warrants and represents that the Assignor possesses full right and authority to enter into this Agreement and to transfer the aforementioned rights, title, interest and obligation.

The Assignor warrants and represents that the aforementioned rights, title, interest and benefits are free from all liens, encumbrances, or adverse claims.

The assignment shall be binding upon and inure to the benefit Assignor and Assignee, and to their successors, assigns, and personal representatives.

Signed this _____ day of ___________________, 20_____.

_______________________________ ____________________________Assignor’s Printed Name Assignor’s Signature

_______________________________ ____________________________Assignee’s Printed Name Assignee’s Signature

_______________________________ ____________________________Witness 1’s Printed Name Witness 1’s Signature

_______________________________ ____________________________Witness 2’s Printed Name Assignee 2’s Signature

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ASSIGNMENT OF MORTGAGE

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For and in consideration of ____________________________ Dollars ($_____), the receipt of which is hereby acknowledged, ______________________________________ of ______________________________, hereby grants, assigns and transfers to ______________________________________, of ____________________________, that certain mortgage executed by ____________________________, dated _____________, 20_____, and recorded in the office of the ______________________________________ of __________________ County, State of _______________ in Book of Mortgage, at page _______, together with the note described therein and the money to become due thereon with the interest provided therein.

IN WITNESS WHEREOF, ____________________________ the undersigned has executed this assignment on _____________, 20_____.

____________________________Signature

STATE OF _____________COUNTY OF _____________

On __________________________ before me, _____________________________________ personally appeared _______________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


Signature: __________________________

Affiant _____Known _____Unknown

ID Produced_____________________

(Seal)

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NOTICE OF ASSIGNMENT

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Date: ___________________

To:

Dear

You are hereby notified that on ____________________, 20______, we have assigned and transferred to _________________________________ the following ________________ existing between us:

Please direct any further correspondence (or payments, if applicable) to them at the following address:

_______________________________________

_______________________________________

_______________________________________

Please contact us should you have any questions, and we thank you for your cooperation.

Very truly,

____________________________________

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Petition for Change of Name of Adult

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State of Alaska County of ________________

Court _____________________________Docket No. ________________________

Name of Petitioner:_____________________________ In re: Change of Name of Adult

From: _____________________________To: _______________________________

Petitioner makes the following declaration:

1. Birth Date and Place: Petitioner was born on _______________________, ______ in ________________________ [city], ________________________ [county], ________________________ [state]. A certified copy of petitioner's birth certificate is attached to this petition.

2. Birth Name: Petitioner was named ____________________________________________ at birth, and as of the date of this petition, the Petitioner has always been known by that name, with the following exceptions, if any:_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________[list all legal names previously held].

3. Residence: Petitioner resides at _______________________ [insert residential address] and has lived at this address for ________ [insert length of time in months or years at this address].

4. Petitioner's Parents: The father of the Petitioner is named ______________________________________________, and he resides at _____________________________________________________________________________ [insert residential address of father]. The mother of the Petitioner is named ______________________________________________, and she resides at _____________________________________________________________________________ [insert residential address of mother].

5. Reason for Name Change: Petitioner seeks to change his or her name to ______________________________________________ and offers the following reason(s) for seeking to do so:________________________________________________________________________________________________________________________________________________

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_______________________________________________________________________________________.

6. Legal and Creditor Status: Petitioner does not have any outstanding judgments, has never been convicted of a crime, and is not involved in any pending legal actions.

7. Additional Declarations: In addition to the foregoing statements, the Petitioner further declares:_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________[insert additional declarations, if any].

NOW, THEREFORE, the Petitioner requests that the court order the Petitioner's name changed as follows:

From: ____________________________________________To: ______________________________________________

Verification

I, ______________________________________________[name of Petitioner], affirm under penalty of perjury that I am the Petitioner in the foregoing Petition to Change Name of Adult and that all statements in this Petition are accurate to the best of my knowledge.

_____________________________________________ _________________Petitioner's Signature Date

_____________________________________________Petitioner's Address, Line 1


Subscribed and sworn to before me on this ____ day of __________________, 20_____. __________________________________Notary

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Power of Attorney by Husband and Wife

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We, _________ and _________, husband and wife, who reside at _________[street address], in the city of _________, county of _________, state of _________ do constitute and appoint _________, who resides at _________[street address], in the city of _________, county of _________, state of _________, our true and lawful attorney in fact, for us in our name, place, and stead to do all or any of the following:

1. To exercise, do, or perform any act, right, power, duty, or obligation whatsoever that we now have or may acquire the legal right, power, or capacity to exercise, do, or perform in connection with, arising out of, or relating to any person, item, thing, transaction, business property, real or personal, tangible or intangible, or matter whatsoever.

2. To ask, demand, sue for, recover, collect, receive, and hold and possess all such sums of money, debts, dues, bonds, notes, checks, drafts, accounts, deposits, legacies, bequests, devises, interests, dividends, stock certificates, certificates of deposit, annuities, pension and retirement benefits, insurance benefits and proceeds, documents of title, choses in action, personal and real property, intangible and tangible property and property rights, and demands whatsoever, liquidated or unliquidated, as are now, or shall hereafter become due, owing, payable, owned, or belonging to or by us or in which we have or may acquire an interest, and to have, use, and take all lawful ways and means and legal and equitable remedies, procedures, and writs in our names for the collection and recovery of them, and to compromise, settle, and agree for the same, and to make, execute, and deliver for us and in our names all indorsements, acquittances, releases, receipts, or other sufficient discharges for the same.

3. To bargain, contract, and agree for; to purchase, receive, and take possession of; and to lease, let, demise, transfer, sell, exchange, assign, convey, encumber, and hypothecate lands, tenements, and hereditaments of whatever kind and nature, or any interest in them, on such terms and conditions, and under such covenants, as he [or she] shall deem fit.

4. To enter upon and take possession of such lands, buildings, tenements, and other structures, or parts of them, and collect and receive the rents, profits, or income from them, and to manage, repair, alter, or reconstruct all such buildings or structures.

5. To bargain and agree for; to buy, sell, exchange, mortgage, and hypothecate; and to deal in or with, goods, wares, merchandise, choses in action, and any other property in possession or in action, or any interest in them.

6. To execute, sign, indorse, acknowledge, and deliver deeds, leases, assignments, transfers, covenants, agreements, hypothecations, mortgages, deeds of trust, reconveyances, releases and satisfactions of mortgages, judgments, and other debts, escrow instructions, notices, receipts, commercial paper, investment securities, bills of lading, warehouse receipts and other documents of title, security agreements and evidences of debt, and such other instruments in writing of whatever kind and nature as he [or she] may deem necessary and proper.

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7. To insure or cause insurance to be taken on buildings, structures, goods, merchandise, and other commodities, or any part of them, at premiums and for any risk as he [or she] may deem proper.

The undersigned give and grant to the attorney in fact named full power and authority to do and perform every act and thing required or proper to be done in the exercise of any of the rights and powers granted, as fully to all intents and purposes as we might or could do if personally present, with full power of substitution or revocation and with full authority to deal with any property authorized whether held by us or either of us separately, severally, or jointly, ratifying and confirming all that our attorney in fact, or his [or her] substitute or substitutes, shall lawfully do or cause to be done by virtue of the authority granted here.

This instrument is to be construed and interpreted as a general power of attorney. The enumeration of specific items, acts, rights, or powers here does not limit or restrict, and is not to be construed or interpreted as limiting or restricting, the general powers granted here.

The rights, powers, and authority of the attorney in fact to exercise any and all of the rights and powers granted shall commence and be in full force and effect on [Date], and such rights, powers, and authority shall remain in full force and effect thereafter until _________[specify length of time, date of termination, contingency on which powers terminate, or method of termination such as by written notice].

In witness, we have duly executed this instrument [Date].

________________________________ _____________________Signature of Wife Date

________________________________ _____________________Signature of Husband Date

________________________________ _____________________Signature of Witness Date

________________________________ _____________________Signature of Witness Date

STATE OF __________, COUNTY OF _________________________, ss:

The foregoing instrument was acknowledged before me this _____ day of ____________________, 20____ by [YOUR FULL LEGAL NAME], who is personally known to me or who has produced ________________________________ as identification.

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_________________________________Signature of person taking acknowledgment

_________________________________Name typed, printed, or stamped

_________________________________Title or rank

_________________________________Serial number (if applicable)

This document was prepared by:

Name: ___________________________________Address: ______________________________________________________________________

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SECURITY AGREEMENT

This SECURITY AGREEMENT is made on this ______ day of ______, 20_____ between _________________, _________________, __________________ ("Debtor"), and ______________, __________________, ___________,________________ ("Secured Party").

1. SECURITY INTEREST. Debtor grants to Secured Party a security interest in all inventory, equipment, appliances, furnishings, and fixtures now or hereafter placed upon the premises known as _________________, located at _____________, ________________ (the "Premises") or used in connection therewith and in which Debtor now has or hereafter acquires any right and the proceeds therefrom. As additional collateral, Debtor assigns to Secured Party, a security interest in all of its right, title, and interest to any trademarks, trade names, contract rights, and leasehold interests in which Debtor now has or hereafter acquires. The Security Interest shall secure the payment and performance of Debtor's promissory note of even date herewith in the principal amount of _________________ ($___________) Dollars and the payment and performance of all other liabilities and obligations of Debtor to Secured Party of every kind and description, direct or indirect, absolute or contingent, due or to become due now existing or hereafter arising.

2. COVENANTS. Debtor hereby warrants and covenants: (a) The collateral will be kept at ______________, _____________________, _______________; and that the collateral will not be removed from the Premises other than in the ordinary course of business. (b) The Debtor's place of business is _____________, ________________. ____________________, and Debtor will immediately notify Secured Party in writing of any change in or discontinuance of Debtor's place of business. (c) The parties intend that the collateral is and will at all times remain personal property despite the fact and irrespective of the manner in which it is attached to realty. (d) The Debtor will not sell, dispose, or otherwise transfer the collateral or any interest therein without the prior written consent of Secured Party, and the Debtor shall keep the collateral free from unpaid charges (including rent), taxes, and liens. (e) The Debtor shall execute alone or with Secured Party any Financing Statement or other document or procure any document, and pay the cost of filing the same in all public offices wherever filing is deemed by Secured Party to be necessary. (f) Debtor shall maintain insurance at all times with respect to all collateral against risks of fire, theft, and other such risks and in such amounts as Secured Party may require. The policies shall be payable to both the Secured Party and the Debtor as their interests appear and shall provide for ten (10) days written notice of cancellation to Secured Party. (g) The Debtor shall make all repairs, replacements, additions, and improvements necessary to maintain any equipment in good working order and condition. At its option, Secured Party may discharge taxes, liens, or other encumbrances at any time levied or placed on the collateral, may pay rent or insurance due on the collateral and may pay for the maintenance and preservation of the collateral. Debtor agrees to reimburse Secured Party on demand for any payment made, or any expense incurred by Secured Party pursuant to the foregoing authorization.

3. DEFAULT. The Debtor shall be in default under this Agreement upon the happening of any of the following: (a) any misrepresentation in connection with this Agreement on the part of the Debtor. (b) any noncompliance with or nonperformance of the Debtor's obligations under the Note or this Agreement. (c) if Debtor is involved in any financial difficulty as

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evidenced by (i) an assignment for the benefit of creditors, or (ii) an attachment or receivership of assets not dissolved within thirty (30) days, or (iii) the institution of Bankruptcy proceedings, whether voluntary or involuntary, which is not dismissed within thirty (30) days from the date on which it is filed. Upon default and at any time thereafter, Secured Party may declare all obligations secured hereby immediately due and payable and shall have the remedies of a Secured Party under the Uniform Commercial Code. Secured Party may require the Debtor to make it available to Secured Party at a place which is mutually convenient. No waiver by Secured Party of any default shall operate as a waiver of any other default or of the same default on a future occasion. This Agreement shall inure to the benefit up and bind the heirs, executors, administrators, successors, and assigns of the parties. This Agreement shall have the effect of an instrument under seal.

By:

______________________________________________

Date:______________

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GUARANTY

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FOR GOOD CONSIDERATION, and as an inducement for____________________ (Creditor), to extend credit to ________________________ (Customer), it is hereby agreed that the undersigned does hereby guaranty to Creditor the prompt, punctual and full payment of all monies now or hereinafter due Creditor from Customer.

Until termination, this guaranty is unlimited as to amount or duration and shall remain in full force and effect notwithstanding any extension, compromise, adjustment, forbearance, waiver, release or discharge of any party obligor or guarantor, or release in whole or in part of any security granted for said indebtedness or compromise or adjustment thereto, and the undersigned waives all notices thereto.

The obligations of the undersigned shall be at the election of Creditor, shall be primary and not necessarily secondary, and Creditor shall not be required to exhaust its remedies as against Customer prior to enforcing its rights under this guaranty against the undersigned.

The guaranty hereunder shall be unconditional and absolute and the undersigned waive all rights of subrogation and set-off until all sums under this guaranty are fully paid. The undersigned further waives all suretyship defenses or defenses in the nature thereof, generally.

In the event payments due under this guaranty are not punctually paid upon demand, then the undersigned shall pay all reasonable costs and attorney's fees necessary for collection, and enforcement of this guaranty.

If there are two or more guarantors to this guaranty, the obligations shall be joint and several and binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives.

The guaranty may be terminated by any guarantor upon fifteen (15) days written notice of termination, mailed certified mail, return receipt requested to the Creditor. Such termination shall extend only to credit extended beyond said fifteen (15) day period and not to prior extended credit, or goods in transit received by Customer beyond said date, or for special orders placed prior to said date notwithstanding date of delivery. Termination of this guaranty by any guarantor shall not impair the continuing guaranty of any remaining guarantors of said termination.

Each of the undersigned warrants and represents it has full authority to enter into this guaranty.

This guaranty shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives.

This guaranty shall be construed and enforced under the laws of the State of _______________________________.

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Signed this_____ day of __________, 20____.

In the presence of:

______________________________ ______________________________Witness Guarantor

______________________________ ______________________________Witness Guarantor

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DEMAND FOR PAYMENT

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Date:___________________________________

To:_____________________________________

Dear ______________________________:

Please be advised that your account with ____________________________________________ remains seriously overdue in the amount of ____________________________________________ DOLLARS ($____________), despite our numerous efforts to resolve the matter of your past due account.

This letter shall serve as your final notice before pursuing further legal means for collection of your overdue account. Unless we receive payment in the amount of ____________________________________________ DOLLARS ($____________) within ________________ (_____) days of the date of this notice, we shall be forced to immediately turn your account over for collection.

In order to avoid the additional costs of added interest, collection fees, and/or court costs, and to help preserve your credit rating, we suggest that you resolve this matter by immediate, full payment.

Sincerely,

____________________________________

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DISPUTED ACCOUNT SETTLEMENT

Settlement Agreement by and between ____________________________________ of ____________________________________ (Creditor) and ____________________________________ of ____________________________________ (Debtor).

Whereas, Creditor asserts to hold certain claim against Debtor in the amount of $__________ arising from the below described transaction:

And whereas, Debtor disputes said claim, and denies said debt is due.

And whereas, the parties desire to resolve and forever settle and adjust said claim.

Now, therefore, Debtor agrees to pay to Creditor and Creditor agrees to accept from Debtor simultaneous herewith, the sum of _______________________ $__________ in full payment, settlement, satisfaction, discharge and release of said claim and in release of any further claims thereto. Creditor acknowledges that there shall be no adverse report filed against Debtor with any credit bureau.

This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives.

Signed this _____ day of _______________________, 20_______.

Witnesseth:

______________________________ ______________________________Witness Creditor

______________________________ ______________________________Witness Debtor

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PROPERTY MANAGEMENT AGREEMENT

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This Agreement is made and entered into this _____ day of ____________, 20____ between ________________________________ (Owner) and ________________________________ (Manager).

Owner employs the services of Manager to manage, operate, control, rent and lease the following described property: ______________________________________________________________.

Responsibilities of Manager. Owner hereby appoints Manager as his lawful agent and attorney-in-fact with full authority to do any and all lawful things necessary for the fulfillment of this Agreement, including the following:

A. Collection and Disbursement. Manager agrees to collect all rents as they become due; to render to Owner a monthly accounting of rents received and expenses paid; and to remit to Owner all income, less any sums paid out. Manager agrees to collect the rents from the tenant and to disburse funds by ordinary mail or as instructed by the Owner on or before the 10 th day of the current month, provided, however, that the rent has been received from the tenant.

B. Maintenance and Labor. Manager agrees to decorate, to maintain, and to repair the property and to hire and to supervise all employees and other needed labor.

C. Advertisement and Legal Proceedings. Manager agrees to advertise for tenants, screen tenants and select tenants of suitable credit worthiness. Manager will set rents that in the opinion of the Manager at the time of the rent negotiations with the tenant, reflect the market conditions of that time and approximate rents of comparable rental properties, unless expressly instructed in writing by the Owner to the Manager to the contrary, as to the amount of the initial rent and any subsequent increases as may from time to time be appropriate. Manager agrees to rent and to lease the property; to sign, renew and to cancel rental agreements and leases for the property or any part thereof; to sue and recover for rent and for loss or damage to any part of the property and/or furnishings thereof; and, when expedient, to compromise, settle and release any such legal proceedings or lawsuits.

Liability of Manager. Owner hereby agrees to hold Manager harmless from, and to defend Manager against, any and all claims, charges, debts, demands and lawsuits. Owner agrees to pay Manager’s attorney's fees related to Manager’s management of the herein-described property and any liability for injury on or about the property which may be suffered by any employee, tenant or guest upon the property. Owner agrees to maintain sufficient and prudent all risks property insurance and that the Manager shall be an additionally named insured. Owner shall provide a copy of such insurance policy to the Manager for the Manager's records.

Compensation of Manager. Owner agrees to compensate Manager as follows. Owner agrees to pay the Manager an amount equal to fifty (50%) percent of the first full month’s rent as a fee for acquiring, screening, and renting the premises; and further agrees to ten (10%) percent of all rents collected, (minimum $40.00 per month), as a fee for managing the property; which fees, plus any repair expenses, may be deducted by the Manager from rents, and further agrees to abide by the conditions set forth by the Manager to the tenant on the Owner’s behalf.

Term of Agreement. This Agreement shall be effective as of the _____ day of ____________, 20____ and shall expire on the _____ day of ____________, 20____. Upon expiration of the above initial term, this Agreement shall automatically be renewed and extended for a like period of time unless terminated in writing by either party by providing written notice _____ days prior to

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the date for such renewal. This Agreement may also be terminated by mutual agreement of the parties at any time. Upon termination Owner shall pay to Manager any fees, commissions and expenses due Manager under terms of this Agreement, which are owing to Manager. In the event of the premises not renting within a 90-day period of entering into this agreement, or of a vacancy continuing for a period of longer than 90 days, Owner reserves the right to declare this agreement void.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Manager and the heirs, administrators, successors, and assigns of the Owner. Notwithstanding the preceding sentence, Manager shall not assign its interest under this Agreement except in connection with the sale of all or substantially all of the assets of its business. In the event of such sale, Manger shall be released from all liability under this Agreement upon the express assumption of such liability by its assignee.

This document represents the entire Agreement between the parties hereto.


____________________________________ Owner

____________________________________ Manager

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PARTNERSHIP AGREEMENT

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This PARTNERSHIP AGREEMENT is made on ____________, 20__ between __________________________________________ and __________________________________________.

1. NAME AND BUSINESS. The parties hereby form a partnership under the name of __________________________________________ to conduct a __________________________________________. The principal office of the business shall be in _______________________.

2. TERM. The partnership shall begin on ________________, 20____, and shall continue until terminated as herein provided.

3. CAPITAL. The capital of the partnership shall be contributed in cash by the partners as follows: A separate capital account shall be maintained for each partner. Neither partner shall withdraw any part of his capital account. Upon the demand of either partner, the capital accounts of the partners shall be maintained at all times in the proportions in which the partners share in the profits and losses of the partnership.

4. PROFIT AND LOSS. The net profits of the partnership shall be divided equally between the partners and the net losses shall be borne equally by them. A separate income account shall be maintained for each partner. Partnership profits and losses shall be charged or credited to the separate income account of each partner. If a partner has no credit balance in his income account, losses shall be charged to his capital account.

5. SALARIES AND DRAWINGS. Neither partner shall receive any salary for services rendered to the partnership. Each partner may, from time to time, withdraw the credit balance in his income account.

6. INTEREST. No interest shall be paid on the initial contributions to the capital of the partnership or on any subsequent contributions of capital.

7. MANAGEMENT DUTIES AND RESTRICTIONS. The partners shall have equal rights in the management of the partnership business, and each partner shall devote his entire time to the conduct of the business. Without the consent of the other partner neither partner shall on behalf of the partnership borrow or lend money, or make, deliver, or accept any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any property for or of the partnership other than the type of property bought and sold in the regular course of its business.

8. BANKING. All funds of the partnership shall be deposited in its name in such checking account or accounts as shall be designated by the partners. All withdrawals are to be made upon checks signed by either partner.

9. BOOKS. The partnership books shall be maintained at the principal office of the partnership, and each partner shall at all times have access thereto. The books shall be kept

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on a fiscal year basis, commencing _____________________ and ending _____________________, and shall be closed and balanced at the end of each fiscal year. An audit shall be made as of the closing date.

10. VOLUNTARY TERMINATION. The partnership may be dissolved at any time by agreement of the partners, in which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership. The partnership name shall be sold with the other assets of the business. The assets of the partnership business shall be used and distributed in the following order: (a) to pay or provide for the payment of all partnership liabilities and liquidating expenses and obligations; (b) to equalize the income accounts of the partners; (c) to discharge the balance of the income accounts of the partners; (d) to equalize the capital accounts of the partners; and (e) to discharge the balance of the capital accounts of the partners.

11. DEATH. Upon the death of either partner, the surviving partner shall have the right either to purchase the interest of the decedent in the partnership or to terminate and liquidate the partnership business. If the surviving partner elects to purchase the decedent's interest, he shall serve notice in writing of such election, within three months after the death of the decedent, upon the executor or administrator of the decedent, or, if at the time of such election no legal representative has been appointed, upon any one of the known legal heirs of the decedent at the last-known address of such heir. (a) If the surviving partner elects to purchase the interest of the decedent in the partnership, the purchase price shall be equal to the decedent's capital account as at the date of his death plus the decedent's income account as at the end of the prior fiscal year, increased by his share of partnership profits or decreased by his share of partnership losses for the period from the beginning of the fiscal year in which his death occurred until the end of the calendar month in which his death occurred, and decreased by withdrawals charged to his income account during such period. No allowance shall be made for goodwill, trade name, patents, or other intangible assets, except as those assets have been reflected on the partnership books immediately prior to the decedent's death; but the survivor shall nevertheless be entitled to use the trade name of the partnership. (b) Except as herein otherwise stated, the procedure as to liquidation and distribution of the assets of the partnership business shall be the same as stated in paragraph 10 with reference to voluntary termination.

12. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the rules, then obtaining, of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

Executed this ______________ day of _________________, 20_____ in _____________________ [city], _____________________ [state].

_______________________________________________________

_______________________________________________________

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LIMITED LIABILITY COMPANY

ARTICLES OF ORGANIZATION

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First: The name of the limited liability company is _____________________________.

Second: The address of its registered office in the state of _________________ is ________________________________________________________________ in the City of ____________________. The name of its registered agent at such address is ________________________________.

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution.) The latest date on which the limited liability company is to dissolve is ______________.

Fourth: The company shall be managed by [choose one:] _______ Manager(s) OR _______ Members. The names and addresses of manager(s) or members are as follows:________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Fifth: The members or managers [choose one:] _________ have OR _________ have not addressed additional matters. If additional matters are addressed in attached pages, the number of additional pages attached is: ________.

Sixth: Certificate of Acceptance of Appointment of Resident Agent:I, ____________________________________________, hereby accept appointment as Resident Agent for the above named limited liability company.

__________________________________Signature of Resident Agent

__________________________________Date

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LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

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FOR

_______________________________________[Insert Name of LLC]

A Manager-Managed Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the Agreement) is made and entered into this _________________ day of ________________, 20___ by: [insert name(s) of Manager(s)] ______________________________________________________________________________________________________________________________________________

and each individual or business entity later subsequently admitted to the Company. These individuals and/or business entities shall be known as and referred to as "Members" and individually as a "Member."

[Insert Member names]

As of this date the Members, through their agent, ________________, ___________________ have formed the __________________ Limited Liability Company named above under the laws of the State of Alabama. Accordingly, in consideration of the conditions contained herein, they agree as follows:

ARTICLE I

Company Formation and Registered Agent

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1.1 FORMATION. The Members hereby form a Limited Liability Company ("Company") subject to the provisions of the Limited Liability Company Act as currently in effect as of this date. A Certificate of Formation shall be filed with the Secretary of State.

1.2 NAME. The name of the Company shall be: ______________________________, L.L.C.

1.3 REGISTERED OFFICE AND AGENT. The location of the registered office of the Company shall be:

1.4 TERM. The Company shall continue for a period [insert term length] ________________ unless dissolved by: ____________________________________________________________.

(a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for dissolution; or (b) Any event which makes it unlawful for the business of the Company to be carried on by the Members; or

(c) The death, resignation, expulsion, bankruptcy, retirement of a Member or the occurrence of any other event that terminates the continued membership of a Member of the Company; or

(d) Any other event causing a dissolution of a Limited Liability Company under the laws of the State of Alabama.

1.5 CONTINUANCE OF COMPANY. Notwithstanding the provisions of ARTICLE 1.4, in the event of an occurrence described in ARTICLE 1.4(c), if there are at least two remaining Members, said remaining Members shall have the right to continue the business of the Company. Such right can be exercised only by the unanimous vote of the remaining Members within ninety (90) days after the occurrence of an event described in ARTICLE 1.4(c). If not so exercised, the right of the Members to continue the business of the Company shall expire.

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1.6 BUSINESS PURPOSE. The purpose of the Company is to engage in any lawful act or activity for which a Limited Liability Company may be formed under the Limited Liability statutes of the State of Alabama.

1.7 PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of the Company shall be:

[insert principal place of business address]

or at such other place as the Managers from time to time select.

1.8 THE MEMBERS. The name and place of residence of each member are contained in Exhibit 2 attached to this Agreement.

1.9 ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise expressly provided in the Agreement, no additional members may be admitted to the Company through issuance by the company of a new interest in the Company without the prior unanimous written consent of the Members.

ARTICLE 2

Capital Contributions

2.1 INITIAL CONTRIBUTIONS. The Members initially shall contribute to the Company capital as described in Exhibit 3 attached to this Agreement. The agreed value of such property and cash is $ [insert amount] ___________.

2.2 ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member shall be obligated to make any additional contribution to the Company's capital.

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ARTICLE 3

Profits, Losses and Distributions

3.1 PROFITS/LOSSES. For financial accounting and tax purposes the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Exhibit 2 as amended from time to time in accordance with Treasury Regulation 1.704-1.

3.2 DISTRIBUTIONS. The Members shall determine and distribute available funds annually or at more frequent intervals as they see fit. Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for expenses and liabilities, as determined by the Managers. Distributions in liquidation of the Company or in liquidation of a Member's interest shall be made in accordance with the positive capital account balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital account balance, there shall be a qualified

income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).

ARTICLE 4

Management

4.1 MANAGEMENT OF THE BUSINESS. The name and place of residence of each Manager is attached as Exhibit 1 of this Agreement. By a vote of the Members holding a majority of the capital interests in the Company, as set forth in Exhibit 2 as amended from time to time, shall elect so many Managers as the Members determine, but no fewer than one, with one Manager elected by the Members as Chief Executive Manager.

4.2 MEMBERS. The liability of the Members shall be limited as provided under the laws of the Alabama Limited Liability statutes. Members that are not Managers shall take no part whatever in the control, management, direction, or operation of the Company's affairs and shall have no power to bind the Company. The Managers may from time to time seek advice from the Members,

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but they need not accept such advice, and at all times the Managers shall have the exclusive right to control and manage the Company. No Member shall be

an agent of any other Member of the Company solely by reason of being a Member.

4.3 POWERS OF MANAGERS. The Managers are authorized on the Company's behalf to make all decisions as to (a) the sale, development lease or other disposition of the Company's assets; (b) the purchase or other acquisition of other assets of all kinds; (c) the management of all or any part of the Company's assets; (d) the borrowing of money and the granting of security interests in the Company's assets; (e) the pre-payment, refinancing or extension of any loan affecting the Company's assets; (f ) the compromise or release of any of the Company's claims or debts; and, (g) the employment of persons, firms or corporations for the operation and management of the company's business. In the exercise of their management powers, the Managers are authorized to execute and deliver (a) all contracts, conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management contracts and maintenance contracts covering or affecting the Company's assets; (b) all checks, drafts and other orders for the payment of the Company's funds; (c) all promissory notes, loans, security agreements and other similar documents; and, (d) all other instruments of any other kind relating to the Company's affairs, whether like or unlike the foregoing.

4.4 CHIEF EXECUTIVE MANAGER. The Chief Executive Manager shall have primary responsibility for managing the operations of the Company and for effectuating the decisions of the Managers.

4.5 NOMINEE. Title to the Company's assets shall be held in the Company's name or in the name of any nominee that the Managers may designate. The Managers shall have power to enter into a nominee agreement with any such person, and such agreement may contain provisions indemnifying the nominee, except for his willful misconduct.

4.6 COMPANY INFORMATION. Upon request, the Managers shall supply to any member information regarding the Company or its activities. Each Member or his authorized representative shall have access to and may inspect and copy all books, records and materials in the Manager's possession regarding the Company or its activities. The exercise of the rights contained in this ARTICLE 4.6 shall be at the requesting Member's expense.

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4.7 EXCULPATION. Any act or omission of the Managers, the effect of which may cause or result in loss or damage to the Company or the Members if done in good faith to promote the best interests of the Company, shall not subject the Managers to any liability to the Members.

4.8 INDEMNIFICATION. The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, for instant expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of "no lo Contendere" or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.

4.9 RECORDS. The Managers shall cause the Company to keep at its principal place of business the following:

(a) a current list in alphabetical order of the full name and the last known street address of each Member;

(b) a copy of the Certificate of Formation and the Company Operating Agreement and all amendments;

(c) copies of the Company's federal, state and local income tax

returns and reports, if any, for the three most recent years;

(d) copies of any financial statements of the limited liability company for the three most recent years.

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ARTICLE 5

Compensation

5.1 MANAGEMENT FEE. Any Manager rendering services to the Company shall be entitled to compensation commensurate with the value of such services.

5.2 REIMBURSEMENT. The Company shall reimburse the Managers or Members for all direct out-of-pocket expenses incurred by them in managing the Company.

ARTICLE 6

Bookkeeping

6.1 BOOKS. The Managers shall maintain complete and accurate books of account of the Company's affairs at the Company's principal place of business. Such books shall be kept on such method of accounting as the Managers shall select. The company's accounting period shall be the calendar year.

6.2 MEMBER'S ACCOUNTS. The Managers shall maintain separate capital and distribution accounts for each member. Each member's capital account shall be determined and maintained in the manner set forth in Treasury Regulation 1.704-l(b)(2)(iv) and shall consist of his initial capital contribution increased by:

(a) any additional capital contribution made by him/her;

(b) credit balances transferred from his distribution account to his capital account;

and decreased by:

(a) distributions to him/her in reduction of Company capital;

(b) the Member's share of Company losses if charged to his/her capital account.

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6.3 REPORTS. The Managers shall close the books of account after the close of each calendar year, and shall prepare and send to each member a statement of such Member's distributive share of income and expense for income tax reporting purposes.

ARTICLE 7

Transfers

7.1 ASSIGNMENT. If at any time a Member proposes to sell, assign or otherwise dispose of all or any part of his interest in the Company, such Member shall first make a written offer to sell such interest to the other Members at a price determined by mutual agreement. If such other Members decline or fail to elect such interest within thirty (30) days, and if the sale or assignment is made and the Members fail to approve this sale or assignment unanimously then, pursuant to the Alabama Limited Liability statutes, the purchaser or assignee shall have no right to participate in the management of the business and affairs of the Company. The purchaser or assignee shall only be entitled to receive the share of the profits or other compensation by way of income and the return of contributions to which that Member would otherwise be entitled.

Signed and Agreed this ________ day of _______________ 20____.

Member____________________ Member__________________________

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR ________________________________, L.L.C.

LISTING OF MANAGERS

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By a majority vote of the Members the following Managers were elected to operate the Company pursuant to ARTICLE 4 of the Agreement:

_____________________________Chief Executive Manager

_____________________________Printed Name:

_____________________________Address Line 1

_____________________________Address Line 2

_____________________________Title:

_____________________________Printed Name:

_____________________________Address Line 1

_____________________________Address Line 2

_____________________________Title:

_____________________________Printed Name:

_____________________________Address Line 1

_____________________________Address Line 2

_____________________________Title:

_____________________________Printed Name:

_____________________________Address Line 1

_____________________________Address Line 2

_____________________________Title:

_____________________________Printed Name:

_____________________________Address Line 1

_____________________________Address Line 2

_____________________________Title:

_____________________________Printed Name:

_____________________________Address Line 1

_____________________________Address Line 2

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_____________________________Title:

_____________________________Printed Name:

_____________________________Address Line 1

_____________________________Address Line 2

_____________________________Title:

_____________________________Printed Name:

_____________________________Address Line 1

_____________________________Address Line 2

The above listed Manager(s) will serve in their capacities until they are removed for any reason by a majority vote of the Members as defined by ARTICLE 4 or upon their voluntary resignation.

Signed and Agreed this ___________ day of ______________, 20__.

_____________________________

Member

_____________________________

Member


FOR ________________________________, L.L.C.

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LISTING OF MEMBERS

As of the ______ day of _____________, 20__ the following is a list

of Members of the Company:

NAME: ADDRESS:

_______________________ ______________________________

______________________________

______________________________

_______________________ ______________________________

______________________________

______________________________

Authorized by Member(s) to provide Member Listing as of this _____ day of _______________, 20__

_______________________________

Member

_______________________________

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Member


FOR ________________________________, L.L.C.

CAPITAL CONTRIBUTIONS

Pursuant to ARTICLE 2, the Members' initial contribution to the Company capital is stated to be $____________. The description and each individual portion of this initial contribution is as follows:

____________________________________ $______________

____________________________________ $______________

____________________________________ $______________

____________________________________ $______________

____________________________________ $______________

____________________________________ $______________

____________________________________ $______________

____________________________________ $______________

____________________________________ $______________

SIGNED AND AGREED this _____ day of ________________, 20____.

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____________________________________

Member

____________________________________

Member

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GENERAL AGREEMENT

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THIS AGREEMENT, made this _____ day of__________, 20 ____, by and between _______________ (First Party) and ___________________ (Second Party).

WITNESSETH: That in consideration of the mutual covenants and agreements to be kept and performed on the part of said parties hereto, respectively as herein stated, the said party of the first part does hereby covenant and agree that it shall:

I.

II. And said party of the second part covenants and agrees that it shall:

III. Other terms to be observed by and between the parties:

This agreement shall be binding upon the parties, their successors, assigns and personal representatives. Time is of the essence on all undertakings. This agreement shall be enforced under the laws of the State of ___________________________. This is the entire agreement.

Signed the day and year first above written.


______________________________ ______________________________Witness First Party

______________________________ ______________________________Witness Second Party

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ADVERTISING AGENCY AGREEMENT

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This Advertising Agency Agreement ("Agreement") is made and effective this [Date], by and between [Advertiser] ("Advertiser") and [Agency] ("Agency").

Agency is in the business of providing advertising agency services for a fee.

Advertiser desires to engage Agency to render, and Agency desires to render to Advertiser, certain advertising agency services, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:

1. Engagement.

Advertiser engages Agency to render, and Agency agrees to render to Advertiser, certain services in connection with Advertiser's planning, preparing and placing of advertising for certain of Advertiser's products as follows:

A. Analyze Advertiser's current and proposed products and services and present and potential markets.

B. Create, prepare and submit to Advertiser, for its prior approval, advertising ideas and programs.

C. Prepare and submit to Advertiser, for its prior approval, estimates of costs and expenses associated with proposed advertising ideas and programs.

D. Design and prepare, or arrange for the design and preparation of, advertisements.

E. Perform such other services as Advertiser may request from time to time, such as, but not limited to, direct mail advertising preparation, speech writing, publicity and public relations work, and market research and analysis.

F. Order advertising space, time, or other means to be used for publication of Advertiser's advertisements, at all times endeavoring to secure the most efficient and advantageous rates available.

G. Proof of accuracy and completeness of insertions, displays, broadcasts, or other forms of advertisements.

H. Audit invoices for space, time, material preparation, and charges.

2. Products.

Agency's engagement shall relate to the following products and services of Advertiser: _______________________________________ [Products]

3. Exclusivity.

Agency shall be the [Exclusive or Non-Exclusive] advertising agency in the United States for Advertiser with respect to the products described in Section 2 above.

4. Compensation.

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A. Agency shall receive an amount equal to [Media Commission Rate] percent of the gross charges levied by media for advertising placed therewith by Agency pursuant to this Agreement; and [Non-Media Commission Rate] percent after volume discount, of the charges of suppliers of services or properties, such as finished art, comprehensive layouts, type composition, photostats, engravings, printing, radio and television programs, talent, literary, dramatic and musical works, records and exhibits, purchased by Agency on Advertiser's authorization during the term of this Agreement; provided that:

(i) No percentage will be added to Agency charges for packing, shipping, express, postage, telephone, telex, fax, travel expenses and other out of pocket expenses of Agency personnel; and

(ii) Agency's commission for outdoor advertising will be the standard rate allowed advertising agencies when such rate is less than [Outdoor Advertising Commission Rate].

B. For those items where Agency is not compensated on a commission basis, Advertiser shall pay Agency on an hourly basis for services provided hereunder. The rate will be determined by the type of services provided and the person or persons providing such services, but in no event shall the rate exceed [Maximum Hourly Rate] per hour. Advertiser may elect in advance to be charged on this hourly rate basis. If Advertiser fails to notify Agency of its choice, it shall be presumed that Advertiser elected to be charged on an hourly rate basis.

C. In the event that Agency undertakes, at Advertiser's request subject to Advertiser's prior approval, special projects such as those described in Section 1.F above, Agency shall prepare an estimate of total charges for any such special project, including any charges for materials or services purchased from outside sources. In the event that Advertiser elects to proceed with the special project based upon Agency's estimated cost, Agency shall perform the services with respect to such special project at its estimated cost, subject to modification as mutually agreed by the parties.

D. For any special project or other services provided by Agency pursuant to this Agreement upon which the parties have not agreed as to charges, Advertiser shall pay Agency at its regular hourly rate, not to exceed [Dollar Amount] per hour.

E. Advertiser shall not be obligated to reimburse Agency for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this Agreement unless expressly agreed by Advertiser in advance.

5. Billing.

A. Agency shall invoice Advertiser for all media costs, where possible, in advance of Agency's payment date to allow for prepayment by the Advertiser so that Advertiser may receive the benefit of any available prepayment or similar discount. For any media purchase or service for which Agency is not entitled to a commission, Agency shall ensure that the charges to Advertiser are net of all agency commissions and discounts.

B. Charges for production materials and services shall be billed by Agency upon completion of the production job or, if cash discounts are available, upon receipt of the supplier's invoice.

C. On all outside purchases other than for media, Agency shall attach to the invoice proof of the supplier's charges.

D. All cash discounts on Agency's purchases including, but not limited to, media, art, printing and mechanical work, shall be available to Advertiser, provided that Advertiser meets Agency's requisite billing terms and there is no outstanding indebtedness of Advertiser to Agency at the time of the payment to the supplier.

E. Rate or billing adjustments shall be credited or charged to Advertiser on the next following regular invoice date or as soon as otherwise practical.

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F. Invoices shall be submitted in an itemized format and shall be paid by Advertiser within thirty (30) days of the invoice date.

6. Competitors.

During the term of this Agreement, Agency [May/May Not] accept employment from, render services to, represent or otherwise be affiliated with any person, firm, corporation or entity in connection with any product or service directly or indirectly competitive with or similar to any product or service of Advertiser with respect to which the Agency is providing any service pursuant to this Agreement.

7. Cost Estimates.

Agency shall not commence work on any project pursuant to this Agreement without first estimating costs for preparation, including copy, service, layout, art, engraving, typography, processing, paste up and production. After determining the estimated cost, completion of the work shall be subject to Advertiser's prior approval.

8. Audit Rights.

Agency agrees that following reasonable prior notice any and all contracts, agreements, correspondence, books, accounts and other information relating to Advertiser's business or this Agreement shall be available for inspection by Advertiser and Advertiser's outside accountants, at Advertiser's expense.

9. Ownership and Use.

A. Agency shall insure, to the fullest extent possible under law, that Advertiser shall own any and all right, title and interest in and to, including copyrights, trade secret, patent and other intellectual property rights, with respect to any copy, photograph, advertisement, music, lyrics, or other work or thing created by Agency or at Agency's direction for Advertiser pursuant to this Agreement and utilized by Advertiser.

B. Upon termination, Advertiser agrees that any advertising, merchandising, package, plan or idea prepared by Agency and submitted to Advertiser (whether submitted separately or in conjunction with or as a part of other material) which Advertiser has elected not to utilize, shall remain the property of Agency, unless Advertiser has paid Agency for its services in preparing such item. Advertiser agrees to return to Agency any copy, artwork, plates or other physical embodiment of such creative work relating to any such idea or plan which may be in Advertiser's possession at termination or expiration of this Agreement.

C. Materials and advertisements created by Agency pursuant to this Agreement may be used by Advertiser outside the United States without additional compensation, provided that Advertiser shall be responsible for any additional expense associated with such use, such as charges for translation and amounts due talent. Agency's obligations in Section 10.A. above shall not apply with respect to any such foreign use.

10. Indemnification and Insurance.

A. Agency shall indemnify and hold Advertiser harmless with respect to any claims, loss, suit, liability or judgment suffered by Advertiser, including reasonable attorney's fees and costs, based upon or related to any item prepared by Agency or at Agency's direction, including, but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property interest, except where any such claim arises out of material supplied by Advertiser and incorporated into any materials or advertisement prepared by Agency. Agency agrees to procure and maintain in force during the term of this Agreement, at Agency's expense, an advertising agency liability policy or policies having a minimum limit of at least [Insurance Policy Amount], naming Advertiser as an additional insured and loss payee under such policy or policies.

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B. Advertiser agrees to indemnify and hold Agency harmless with respect to any claims, loss, liability, damage or judgment suffered by Agency, including reasonable attorney's fees and court costs, which results from the use by Agency of any material furnished by Advertiser or where material created by Agency or at the direction of Agency subject to the indemnification in subsection A. above is materially changed by Advertiser. Information or data obtained by Agency from Advertiser to substantiate claims made in advertising shall be deemed to be "material furnished by Advertiser to Agency".

C. In the event of any proceeding, litigation or suit against Advertiser by any regulatory agency or in the event of any court action or other proceeding challenging any advertising prepared by Agency, Agency shall assist in the preparation of the defense of such action or proceeding and cooperate with Advertiser and Advertiser's attorneys.

11. Term.

The term of this Agreement shall commence on [Start Date] and shall continue in full force and effect until terminated by either party upon at least ninety (90) days prior written notice, provided that in no event (except breach) may this Agreement be terminated prior to [Earliest End Date]. The rights, duties and obligations of the parties shall continue in full force during or following the period of the termination notice until termination, including the ordering and billing of advertising in media whose closing dates follow then such period.

12. Rights Upon Termination.

A. Upon termination of the Agreement, Agency shall transfer, assign and make available to Advertiser all property and materials in Agency's possession or subject to Agency's control that are the property of Advertiser, subject to payment in full of amounts due pursuant to this Agreement

B. Upon termination, Agency agrees to provide reasonable cooperation in arranging for the transfer or approval of third party's interest in all contracts, agreements and other arrangements with advertising media, suppliers, talent and others not then utilized, and all rights and claims thereto and therein, following appropriate release from the obligations therein.

13. Default.

In the event of any default of any material obligation by or owed by a party pursuant to this Agreement, then the other party may provide written notice of such default and if such default is not cured within ten (10) days of the written notice, then the non-defaulting party may terminate this Agreement.

14. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

If to Advertiser:

[Advertiser]

[Advertiser's Address]

If to Agency:

[Agency]

[Agency's Address]

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15. Headings.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

16. Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

17. Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of the state of [State of Governing Law].

IN WITNESS WHEREOF, the parties hereto have executed this Advertising Agency Agreement as of the date first above written.

[Advertiser] Signature Block [Agency] Signature Block




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SALES REPRESENTATIVE AGREEMENT

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Agreement between ______________________________________________________ (Company) and ______________________________________________________ (Sales Representative).

Sales Representative agrees to:

1. Represent and sell the Company's [check all that apply:] ______ products ______ services, specifically described as _______________________________________________________________________________________________________________________________________________________________________________________________________________________________in the geographic area of ____________________________________________.

2. Accurately represent and state Company policies to all potential and present customers.

3. Promptly mail in all leads and orders to the Company.

4. Inform the sales manager of all problems concerning Company customers within the sales territory.

5. Inform the sales manager if the Sales Representative is representing, or plans to represent any other business firm. In no event shall sales representative represent a competitive company or product line either within or outside the designated sales area.

6. Maintain contact with the Company via telephone, e-mail, or other agreed upon means of communication with reasonable frequency to discuss sales activity within the territory.

7. Provide company 30-days' notice should the Representative intend to terminate this agreement.

8. Return promptly all materials and samples provided by the Company to the Representative, if either party terminates this agreement.

The Company agrees to:

1. Pay the following commissions to the Sales Representative:

(a) __________ percent of all prepaid sales, except as stated below.(b) __________ percent of all credit sales, except as stated below.

Except by special arrangement, the following shall not be commissioned:___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________.

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2. Negotiate in advance of sale the commission’s percentage to be paid on all orders that the Company allows a quantity discount or other trade concession.

3. Provide the Sales Representative with reasonable quantities of business cards, brochures, catalogs, and any product samples required for sales purposes.

4. Set minimum monthly quotas after consultation with the Sales Representative.

5. Grant Representative 30-days' notice should the Company wish to terminate this agreement.

6. Pay commissions to the Representative on sales from existing customers for a period of _____________ (____) months after this agreement is terminated by either party.

In addition, both Parties agree:

Commissions on refunds to customers or merchandise returned by the customer in which a commission has already been paid to the Representative shall be deducted from future commissions to be paid to the Representative by the Company.

This constitutes the entire agreement.

This agreement shall be binding upon the parties and their successors and assigns.

Signed this _____day of _______________, 20____.

COMPANY: SALES REPRESENTATIVE:

___________________________________ ___________________________________Signature Signature

___________________________________ ___________________________________Print Name Print Name

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BILL OF SALE OF MOTOR VEHICLE / AUTOMOBILE(Sold "As-Is" without Warranty)

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STATE OF ALABAMA COUNTY OF ________________

KNOW ALL PERSONS BY THESE PRESENTS:

THAT I, ________________________________________________ [seller's name], ("Seller"), of ___________________________________________________________ [seller's address], County of ________________, Alabama, in consideration of a Promissory Installment Note for $ ___________________________________________________________ dollars ($_________________) and a down payment of $ ___________________________________________________________ dollars ($_________________), receipt of payment acknowledged, do hereby sell and transfer to ________________________________________________ [buyer's name], ("Buyer"), of ___________________________________________________________ [buyer's address], County of ________________, Alabama, his/her successors and assigns, the following motor vehicle ("Vehicle"), which is located in the County of ________________, Alabama:

Make: Model: Body Type: Year: Vehicle Ident. No. (VIN):

To have and to hold the same unto Buyer and Buyer's executors, administrators, and assigns, forever.

WARRANTY OF OWNERSHIP. The Seller warrants that the Seller is the true and lawful owner of the Vehicle, and that the Vehicle is free of any and all legal claims, encumbrances, and offsets by others. Further, the Seller warrants that the Seller will defend the Buyer against any and all lawful claims and demands whatsoever in relation to this bill of sale.

DISCLAIMER OF ALL OTHER WARRANTIES. OTHER THAN THE SELLER'S WARRANTY OF OWNERSHIP STATED ABOVE, THE BUYER TAKES THE VEHICLE "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO ITS CONDITION. THE BUYER HAS PERSONALLY INSPECTED THE VEHICLE AND ACCEPTS IT "AS-IS".

ADDITIONAL TERMS OF SALE. The Seller and Buyer agree to the following additional terms in conjunction with this bill of sale:________________________________________________________________________________

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________________________________________________________________________________________________________________________________________________________________

Seller:

________________________ Signature

Printed Name: _______________________

Buyer:

________________________Signature

Printed Name: _______________________


SWORN TO AND SUBSCRIBED BEFORE ME, this the ____ day of ________________, 20____.

____________________________NOTARY PUBLIC

My Commission Expires: ________________

About this Form: The Seller should complete the following Odometer Disclosure Statement on a new page, in conjunction with this bill of sale.

ODOMETER DISCLOSURE STATEMENT

Federal law (and State law, if applicable) requires that you state the mileage upon transfer of ownership. Failure to complete or providing a false statement may result in fines and/or imprisonment.

I, _______________________________ , state that the odometer now reads _______________ miles and to the best of my knowledge that it reflects the actual mileage of the vehicle described below, unless one of the following statements is checked.

______ I hereby certify that to the best of my knowledge the odometer reading reflects the amount of mileage in excess of its mechanical limits.

______ I hereby certify that the odometer reading is NOT the actual mileage. WARNING: ODOMETER DISCREPANCY

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Please type or print carefully:

Seller's Information Buyer's InformationFirst & Last Name:

Address, Line 1:

Address, Line 2:

City: State: Zip: Signature: ____________________________ ____________________________ Signature of Seller Signature of Buyer

Acknowledgment


SWORN TO AND SUBSCRIBED BEFORE ME, this the _____ day of _______________, 20_____.

____________________________NOTARY PUBLIC

My Commission Expires: _____________________

About this Form: The Seller and the Buyer may complete the following Promissory Installment Note on a new page (or set of pages), if they wish to formalize the payment terms and conditions, associated with this bill of sale.

PROMISSORY INSTALLMENT NOTE

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RECITATIONS:

Date:

Borrower/Buyer:

Borrower/Buyer's Address:

Payee/Seller:

Place for Payment:

Principal Amount:

Term:

Monthly Payments:

________________________________

________________________________

________________________________

________________________________

________________________________

________________________________

________________________________

$_______________________________

________________________ (months)

$_______________________________

This PROMISSORY INSTALLMENT NOTE ("Note") is given to secure the payment of the purchase price of the following motor vehicle ("Vehicle"):


1. TRANSFER OF TITLE. [choose option:] ______ The Seller shall retain title to the Vehicle until all debts and obligations under this Note have been satisfied in full, or ______ The Seller transfers title to the Vehicle to the Buyer upon execution of this Note, but the Seller shall retain a security interest in the Vehicle, and the Seller shall be listed as a secured lender on the title to the Vehicle until all debts and obligations under this Note have been satisfied in full. (NOTE: IF THE SECOND OPTION IS SELECTED, THEN THE BUYER MUST SEPARATELY SIGN THE "SECURITY AGREEMENT" FORM BELOW.)

2. INTEREST RATE: [choose option:] ______ Annual interest rate on matured, unpaid amounts shall be the maximum amount permitted by the Laws of the State of Alabama, or ______ annual interest rate on matured unpaid amounts shall be set at ______ percent , or no interest shall accrue on matured, unpaid amounts.

3. PAYMENT TERMS. This Note is due and payable as follows, to-wit: _____________________ (_____) [insert number of payments] equal monthly payments of $__________________ principal [insert monthly payment amount]. The first such

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payment due and payable on the 1st day of _____________________ , 20____, and a like installment shall be due and payable on the same day of each succeeding month thereafter until the total principal of $__________________ principal [insert total principal amount] is paid in full. If each payment is not paid on time, the remaining balance will be subject to the maximum amount of interest permitted by the Laws of the State of Alabama.

4. BORROWER'S PRE-PAYMENT RIGHT. Borrower reserves the right to prepay this Note in whole or in part, prior to maturity, without penalty.

5. PLACE FOR PAYMENT. Borrower promises to pay to the order of Payee at the place for payment and according to the terms for payment the principal amount plus interest at the rates stated above. All unpaid amounts shall be due by the final scheduled payment date.

6. DEFAULT AND ACCELERATION CLAUSE. If Borrower defaults in the payment of this Note or in the performance of any obligation, and the default continues after Payee gives Borrower notice of the default and the time within which it must be cured, as may be required by law or written agreement, then Payee may declare the unpaid principal balance and earned interest on this Note immediately due. Borrower and each surety, endorser, and guarantor waive all demands for payment, presentation for payment, notices of intentions to accelerate maturity, notices of acceleration of maturity, protests, and notices of protest, to the extent permitted by law.

7. INTEREST ON PAST DUE INSTALLMENTS AND CHARGES. All past due installments of principal and/or interest and/or all other past-due incurred charges shall bear interest after maturity at the maximum amount of interest permitted by the Laws of the State of Alabama until paid. Failure by Borrower to remit any payment by the 15th day following the date that such payment is due entitles the Payee hereof to declare the entire principal and accrued interest immediately due and payable. Payee's forbearance in enforcing a right or remedy as set forth herein shall not be deemed a waiver of said right or remedy for a subsequent cause, breach or default of the Borrower's obligations herein.

8. INTEREST. Interest on this debt evidenced by this Note shall not exceed the maximum amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received under law; any interest in excess of the maximum shall be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any such excess shall be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides other provisions in this instrument (and any other instruments) concerning this debt.

9. FORM OF PAYMENT. Any check, draft, Money Order, or other instrument given in payment of all or any portion hereof may be accepted by the holder and handled in collection in the customary manner, but the same shall not constitute payment hereunder or diminish any rights of the holder hereof except to the extent that actual cash proceeds of such instruments are unconditionally received by the payee and applied to this indebtedness in the manner elsewhere herein provided.

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10. ATTORNEY'S FEES. If this Note is given to an attorney for collection or enforcement, or if suit is brought for collection or enforcement, or if it is collected or enforced through probate, bankruptcy, or other judicial proceeding, then Borrower shall pay Payee all costs of collection and enforcement, including reasonable attorney's fees and court costs in addition to other amounts due.

11. SEVERABILITY. If any provision of this Note or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Note nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law.


13. DESCRIPTIVE HEADINGS. The descriptive headings used herein are for convenience of reference only and they are not intended to have any effect whatsoever in determining the rights or obligations under this Note.


15. GOVERNING LAW. This Note shall be governed, construed and interpreted by, through and under the Laws of the State of Alabama.

Borrower is responsible for all obligations represented by this Note.

EXECUTED this __________ day of _______________________, 20_____.

[Payee/Seller's Signature:]

__________________________

Payee/Seller's Printed or Typed Name:]

__________________________

[Borrower/Buyer's Signature:]

__________________________

[Borrower/Buyer's Printed or Typed Name:]

__________________________

Please type or print carefully:

Payee/Seller's Information Borrower/Buyer's InformationFirst & Last Name:

Address, Line 1: Address, Line 2:

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City: State: Zip:

About this Security Agreement Form: The form below is necessary only if the parties selected the second option in Paragraph #1 of the Promissory Installment Note (immediately above). In addition to the Security Agreement, it is recommended that the parties complete and file the necessary UCC forms: (1) the Seller (a.k.a. the Secured party) should complete the UCC Financing Statement (Form UCC1), (2) the Buyer (a.k.a. Debtor) should sign it, and (3) the Seller should file it with the appropriate state agency within the State of Alabama. (Form UCC1AD and Form UCC1AP are available in the event you have additional Debtor or Secured party names that you wish to add. These supplementary forms should also be filed along with Form UCC1.)

SECURITY AGREEMENT

This SECURITY AGREEMENT is made on this _____ day of ____________________, 20_____ between __________________________________________________ ("Debtor") and __________________________________________________ ("Secured Party").

1. SECURITY INTEREST. Debtor grants to Secured Party a security interest in the following Vehicle, until such time as the Promissory Note for said vehicle is satisfied and paid in full:


2. COVENANTS. Debtor hereby warrants and covenants: Debtor shall maintain insurance at all times with respect to all collateral against risks of fire, theft, and other such risks and in such amounts as Secured Party may require. The policies shall be payable to both the Secured Party and the Debtor as their interests appear and shall provide for ten (10) days written notice of cancellation to Secured Party.

3. DEFAULT. The Debtor shall be in default under this Agreement upon the happening of any of the following: (a) any misrepresentation in connection with this Agreement on the part of the Debtor. (b) any noncompliance with or nonperformance of the Debtor's obligations under the Note or this Agreement. (c) if Debtor is involved in any financial difficulty as evidenced by (i) an assignment for the benefit of creditors, or (ii) an attachment or receivership of assets not dissolved within thirty (30) days, or (iii) the institution of Bankruptcy proceedings, whether voluntary or involuntary, which is not dismissed within thirty (30) days from the date on which it is filed. Upon default and at any time thereafter, Secured Party may declare all

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obligations secured hereby immediately due and payable and shall have the remedies of a Secured Party under the Uniform Commercial Code. Secured Party may require the Debtor to make it available to Secured Party at a place that is mutually convenient. No waiver by Secured Party of any default shall operate as a waiver of any other default or of the same default on a future occasion. This Agreement shall inure to the benefit up and bind the heirs, executors, administrators, successors, and assigns of the parties. This Agreement shall have the effect of an instrument under seal.

By:

______________________________________________Signature of Debtor

Date:______________

NOTE: THE PARTIES MUST FILE THE FINANCING STATEMENT WITHIN FIVE (5) DAYS FROM DATE WITH THE APPROPRIATE STATE AGENCY WITHIN THE STATE OF ALABAMA.

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Bill of Sale of Personal Property(Sold As-Is)

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State of Alabama County of ________________


THAT I, ________________________________________________ [name], Seller, of ___________________________________________________________ [address], _________________ County, Alabama, in consideration of the payment of the sum of ___________________________________________________________ dollars ($_________________), receipt of payment acknowledged, do hereby sell and transfer to ________________________________________________ [name], Buyer, of ___________________________________________________________ [address], _________________ County, _________________ [state], his/her successors and assigns, the following described personal property located in the County of ________________, State of Alabama: ___________________________________________________________ _________________________________________________________________ [description that clearly identifies and distinguishes property].

Seller warrants that he/she is the lawful owner in every respect of all of the described property and that it is free and clear of all liens, security agreements, encumbrances, claims, demands, and charges of every kind whatsoever.

Seller binds Seller, his/her successors and assigns, to warrant and defend the title to all of the described property to Buyer, his/her successors and assigns, forever against every person lawfully claiming the described property or any part of it.

THE DESCRIBED PROPERTY IS SOLD "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION OF SUCH PROPERTY . BY ACCEPTING THIS BILL OF SALE, BUYER(S) REPRESENT THAT BUYER(S) HAVE PERSONALLY INSPECTED THE DESCRIBED PROPERTY AND ACCEPTS THE PROPERTY "AS-IS".

This Bill of Sale shall be effective as to the transfer of all property listed in it as of _________________ [date].

IN WITNESS WHEREOF, this Bill of Sale is executed on _________________ [date].

__________________________________

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Seller's Signature

__________________________________Seller's Typed or Printed Name

__________________________________Witness' Signature

__________________________________Witness' Typed or Printed Name

ACKNOWLEDGMENT


Before me, the undersigned authority, on this day appeared _________________ [name of seller], known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the instrument for the purposes and consideration expressed in the instrument. Given under my hand and seal of office on _________________ [date].

[Notarial Seal:]

__________________________________Notary's Signature

__________________________________Notary's Typed Name

NOTARY PUBLIC

My commission expires:

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Bill of Sale of Personal Property(Sold with Warranty)

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THAT I, ________________________________________________ [name], Seller, of ___________________________________________________________ [address], _________________ County, Alabama, in consideration of the payment of the sum of ___________________________________________________________ dollars ($_________________), receipt of payment acknowledged, do hereby sell and transfer to ________________________________________________ [name], Buyer, of ___________________________________________________________ [address], _________________ County, _________________ [state], his/her successors and assigns, the following described personal property located in the County of ________________, State of Alabama: ___________________________________________________________ _________________________________________________________________ [description that clearly identifies and distinguishes property].

Seller warrants that he/she is the lawful owner in every respect of all of the described property and that it is free and clear of all liens, security agreements, encumbrances, claims, demands, and charges of every kind whatsoever.

Seller binds Seller, his/her successors and assigns, to warrant and defend the title to all of the described property to Buyer, his/her successors and assigns, forever against every person lawfully claiming the described property or any part of it.

This Bill of Sale shall be effective as to the transfer of all property listed in it as of _________________ [date].

IN WITNESS WHEREOF, this Bill of Sale is executed on _________________ [date].

__________________________________Seller's Signature

__________________________________Seller's Typed or Printed Name

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__________________________________Witness' Signature

__________________________________Witness' Typed or Printed Name

ACKNOWLEDGMENT


Before me, the undersigned authority, on this day appeared _________________ [name of seller], known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the instrument for the purposes and consideration expressed in the instrument. Given under my hand and seal of office on _________________ [date].

[Notarial Seal:]

__________________________________Notary's Signature

__________________________________Notary's Typed Name

NOTARY PUBLIC

My commission expires:

_____________________

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BILL OF SALE OF BUSINESS

For good and sufficient consideration, receipt of which is hereby acknowledged, the undersigned ___________________________ ("Seller") hereby sells, transfers and conveys to ___________________________("Buyer"):

1. All and singular, the goods and chattels, property and effects, listed in Schedule A annexed hereto, which is incorporated herein and made a part hereof; and

2. The whole of the good will of the ______________ business formerly operated by the undersigned which is the subject of this sale.

The undersigned warrants that said goods and chattels are free and clear of all encumbrances, that it has full right and title to sell the same, and that it will warrant and defend the same against the claims and demands of all persons. The undersigned hereby warrants and covenants that I shall not within _______ years of the date of this instrument engage in the business of ________________ within __________________.

Dated: ____________________________

_______________________________Witness

_______________________________Seller

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AGREEMENT TO SELL BUSINESS

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Agreement made this _________day of _________, 20__ by and between ____________________ and _____________________ (doing business as _____________________) of ________________________ ____________________ (hereinafter referred to as "Seller") and _________________________________ (hereinafter referred to as the "Buyer").

Whereas the Seller desires to sell and the Buyer desires to buy the business of a certain _______________________ now being operated at ____________________________ and known as ______________________ and all assets thereof as contained in Schedule "A" attached hereto, the parties hereto agree and covenant as follows:

1. The total purchase price for all fixtures, furnishings and equipment is $___________ Dollars payable as follows: (a) $____________ paid in cash; certified or bank checks, as a deposit upon execution of this Agreement, to be held by ________________________. (b) $___________ additional to be paid in cash, certified or bank checks, at the time of passing papers. (c) $_________ to be paid by a note of the Buyer to the Seller, bearing interest at the rate of _____ percent per annum with an option of the Buyer to prepay the entire outstanding obligation without penalty. Said note shall be secured by a chattel mortgage and financing statement covering the property to be sold hereunder, together with any and all other property acquired during the term of said note and placed in or within the premises known as __________________________ ____________________.

2. The property to be sold hereunder shall be conveyed by a standard form Bill of Sale, duly executed by the Seller.

3. The Seller promises and agrees to convey good, clear, and marketable title to all the property to be sold hereunder, the same to be free and clear of all liens and encumbrances. Full possession of said property will be delivered in the same condition that it is now, reasonable wear and tear expected.

4. Consummation of the sale, with payment by the Buyer of the balance of the down payment and the delivery by the Seller of a Bill of Sale, will take place on or before ______________, 20__.

5. The Seller may use the purchase money, or any portion thereof, to clear any encumbrances on the property transferred and in the event that documents reflecting discharge of said encumbrances are not available at the time of sale, the money needed to effectuate such discharges shall be held by the attorneys of the Buyer and Seller in escrow pending the discharges.

6. Until the delivery of the Bill of Sale, the Seller shall maintain insurance on said property in the amount that is presently insured.

7. Operating expenses of _____________________ including but not limited to rent, taxes, payroll and water shall be apportioned as of the date of the passing of papers and the net

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http://www.ilrg.com/forms/busbillofsale.html


amount thereof shall be added to or deducted from, as the case may be, the proceeds due from the Buyer at the time of delivery of the Bill of Sale.

8. If the Buyer fails to fulfill his obligations herein, all deposits made hereunder by the Buyer shall be retained by the Seller as liquidated damages.

9. The Seller promises and agrees not to engage in the same type of business as the one being sold for_______ years from the time of passing, within a __________ radius of ___________________________.

10. A Broker's fee for professional services in the amount of _________________($________) Dollars is due from the Seller to_________, provided and on the conditions that papers pass.

11. The Seller agrees that this Agreement is contingent upon the following conditions: (a) Buyer obtaining a Lease on the said premises or that the existing Lease be assigned in writing to the Buyer. (b) Buyer obtaining the approval from the proper authorities (Town and State) of the transfer of all necessary licenses to the Buyer. (c) The premises shall be in the same condition, reasonable wear and tear expected, on the date of passing as they are currently in.

12. All of the terms, representations and warranties shall survive the closing. This Agreement shall bind and inure to the benefit of the Seller and Buyer and their respective heirs, executors, administrators, successors and assigns.

13. If this Agreement shall contain any term or provision which shall be invalid or against public policy or if the application of same is invalid or against public policy, then, the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in triplicate on the day and year first above written.

SELLER:

________________________________________________________

BUYER: ________________________________________________________

BROKER:

_______________________________________________________

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Residential Lease Agreement

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THIS LEASE AGREEMENT (hereinafter referred to as the "Agreement") made and entered into this ____________ day of ____________________________, 20____, by and between _____________________________________________________________________ (hereinafter referred to as "Landlord") and _____________________________________________________________________ (hereinafter referred to as "Tenant").


WHEREAS, Landlord is the fee owner of certain real property being, lying and situated in _______________ County, Alabama, such real property having a street address of ______________________________________________________________ (hereinafter referred to as the "Premises").

WHEREAS, Landlord desires to lease the Premises to Tenant upon the terms and conditions as contained herein; and

WHEREAS, Tenant desires to lease the Premises from Landlord on the terms and conditions as contained herein;

NOW, THEREFORE, for and in consideration of the covenants and obligations contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. TERM. Landlord leases to Tenant and Tenant leases from Landlord the above described Premises together with any and all appurtenances thereto, for a term of __________________ [specify number of months or years], such term beginning on __________________, and ending at 11:59 PM on ______________________.

2. RENT. The total rent for the term hereof is the sum of ______________________________________________________________ DOLLARS ($____________) payable on the ______ day of each month of the term, in equal installments of ______________________________________________________________ DOLLARS ($_____________), first and last installments to be paid upon the due execution of this Agreement, the second installment to be paid on _______________________. All such payments shall be made to Landlord at Landlord's address as set forth in the preamble to this Agreement on or before the due date and without demand.

3. DAMAGE DEPOSIT. Upon the due execution of this Agreement, Tenant shall deposit with Landlord the sum of ______________________________________________________________ DOLLARS ($________) receipt of which is hereby acknowledged by

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Landlord, as security for any damage caused to the Premises during the term hereof. Such deposit shall be returned to Tenant, without interest, and less any set off for damages to the Premises upon the termination of this Agreement.

4. USE OF PREMISES. The Premises shall be used and occupied by Tenant and Tenant's immediate family, consisting of ______________________ __________________________ ____________, exclusively, as a private single family dwelling, and no part of the Premises shall be used at any time during the term of this Agreement by Tenant for the purpose of carrying on any business, profession, or trade of any kind, or for any purpose other than as a private single family dwelling. Tenant shall not allow any other person, other than Tenant's immediate family or transient relatives and friends who are guests of Tenant, to use or occupy the Premises without first obtaining Landlord's written consent to such use. Tenant shall comply with any and all laws, ordinances, rules and orders of any and all governmental or quasi-governmental authorities affecting the cleanliness, use, occupancy and preservation of the Premises.

5. CONDITION OF PREMISES. Tenant stipulates, represents and warrants that Tenant has examined the Premises, and that they are at the time of this Lease in good order, repair, and in a safe, clean and tenantable condition.

6. ASSIGNMENT AND SUB-LETTING. Tenant shall not assign this Agreement, or sub-let or grant any license to use the Premises or any part thereof without the prior written consent of Landlord. A consent by Landlord to one such assignment, sub-letting or license shall not be deemed to be a consent to any subsequent assignment, sub-letting or license. An assignment, sub-letting or license without the prior written consent of Landlord or an assignment or sub-letting by operation of law shall be absolutely null and void and shall, at Landlord's option, terminate this Agreement.

7. ALTERATIONS AND IMPROVEMENTS. Tenant shall make no alterations to the buildings or improvements on the Premises or construct any building or make any other improvements on the Premises without the prior written consent of Landlord. Any and all alterations, changes, and/or improvements built, constructed or placed on the Premises by Tenant shall, unless otherwise provided by written agreement between Landlord and Tenant, be and become the property of Landlord and remain on the Premises at the expiration or earlier termination of this Agreement.

8. NON-DELIVERY OF POSSESSION. In the event Landlord cannot deliver possession of the Premises to Tenant upon the commencement of the Lease term, through no fault of Landlord or its agents, then Landlord or its agents shall have no liability, but the rental herein provided shall abate until possession is given. Landlord or its agents shall have thirty (30) days in which to give possession, and if possession is tendered within such time, Tenant agrees to accept the demised Premises and pay the rental herein provided from that date. In the event possession cannot be delivered within

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such time, through no fault of Landlord or its agents, then this Agreement and all rights hereunder shall terminate.

9. HAZARDOUS MATERIALS. Tenant shall not keep on the Premises any item of a dangerous, flammable or explosive character that might unreasonably increase the danger of fire or explosion on the Premises or that might be considered hazardous or extra hazardous by any responsible insurance company.

10. UTILITIES. Tenant shall be responsible for arranging for and paying for all utility services required on the Premises.

11. MAINTENANCE AND REPAIR; RULES. Tenant will, at its sole expense, keep and maintain the Premises and appurtenances in good and sanitary condition and repair during the term of this Agreement and any renewal thereof. Without limiting the generality of the foregoing, Tenant shall:

(a) Not obstruct the driveways, sidewalks, courts, entry ways, stairs and/or halls, which shall be used for the purposes of ingress and egress only;

(b) Keep all windows, glass, window coverings, doors, locks and hardware in good, clean order and repair;

(c) Not obstruct or cover the windows or doors;

(d) Not leave windows or doors in an open position during any inclement weather;

(e) Not hang any laundry, clothing, sheets, etc. from any window, rail, porch or balcony nor air or dry any of same within any yard area or space;

(f) Not cause or permit any locks or hooks to be placed upon any door or window without the prior written consent of Landlord;

(g) Keep all air conditioning filters clean and free from dirt;

(h) Keep all lavatories, sinks, toilets, and all other water and plumbing apparatus in good order and repair and shall use same only for the purposes for which they were constructed. Tenant shall not allow any sweepings, rubbish, sand, rags, ashes or other substances to be thrown or deposited therein. Any damage to any such apparatus and the cost of clearing stopped plumbing resulting from misuse shall be borne by Tenant;

(i) And Tenant's family and guests shall at all times maintain order in the Premises and at all places on the Premises, and shall not make or permit any loud or improper noises, or otherwise disturb other residents;

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(j) Keep all radios, television sets, stereos, phonographs, etc., turned down to a level of sound that does not annoy or interfere with other residents;

(k) Deposit all trash, garbage, rubbish or refuse in the locations provided therefor and shall not allow any trash, garbage, rubbish or refuse to be deposited or permitted to stand on the exterior of any building or within the common elements;

(l) Abide by and be bound by any and all rules and regulations affecting the Premises or the common area appurtenant thereto which may be adopted or promulgated by the Condominium or Homeowners' Association having control over them.

12. DAMAGE TO PREMISES. In the event the Premises are destroyed or rendered wholly uninhabitable by fire, storm, earthquake, or other casualty not caused by the negligence of Tenant, this Agreement shall terminate from such time except for the purpose of enforcing rights that may have then accrued hereunder. The rental provided for herein shall then be accounted for by and between Landlord and Tenant up to the time of such injury or destruction of the Premises, Tenant paying rentals up to such date and Landlord refunding rentals collected beyond such date. Should a portion of the Premises thereby be rendered uninhabitable, the Landlord shall have the option of either repairing such injured or damaged portion or terminating this Lease. In the event that Landlord exercises its right to repair such uninhabitable portion, the rental shall abate in the proportion that the injured parts bears to the whole Premises, and such part so injured shall be restored by Landlord as speedily as practicable, after which the full rent shall recommence and the Agreement continue according to its terms.

13. INSPECTION OF PREMISES. Landlord and Landlord's agents shall have the right at all reasonable times during the term of this Agreement and any renewal thereof to enter the Premises for the purpose of inspecting the Premises and all buildings and improvements thereon. And for the purposes of making any repairs, additions or alterations as may be deemed appropriate by Landlord for the preservation of the Premises or the building. Landlord and its agents shall further have the right to exhibit the Premises and to display the usual "for sale", "for rent" or "vacancy" signs on the Premises at any time within forty-five (45) days before the expiration of this Lease. The right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations or additions, that do not conform to this Agreement or to any restrictions, rules or regulations affecting the Premises.

14. SUBORDINATION OF LEASE. This Agreement and Tenant's interest hereunder are and shall be subordinate, junior and inferior to any and all mortgages, liens or encumbrances now or hereafter placed on the Premises by Landlord, all advances made under any such mortgages, liens or encumbrances (including, but not limited to, future advances), the interest payable on such mortgages, liens or encumbrances and any and all renewals, extensions or modifications of such mortgages, liens or encumbrances.

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15. TENANT'S HOLD OVER. If Tenant remains in possession of the Premises with the consent of Landlord after the natural expiration of this Agreement, a new tenancy from month-to-month shall be created between Landlord and Tenant which shall be subject to all of the terms and conditions hereof except that rent shall then be due and owing at ______________________________________________________________ DOLLARS ($___________) per month and except that such tenancy shall be terminable upon thirty (30) days written notice served by either party.

16. SURRENDER OF PREMISES. Upon the expiration of the term hereof, Tenant shall surrender the Premises in as good a state and condition as they were at the commencement of this Agreement, reasonable use and wear and tear thereof and damages by the elements excepted.

17. ANIMALS. Tenant shall be entitled to keep no more than __________ (____) domestic dogs, cats or birds; however, at such time as Tenant shall actually keep any such animal on the Premises, Tenant shall pay to Landlord a pet deposit of ______________________________________________________________ DOLLARS ($_________), ______________________________________________________________ DOLLARS ($_________) of which shall be non-refundable and shall be used upon the termination or expiration of this Agreement for the purposes of cleaning the carpets of the building.

18. QUIET ENJOYMENT. Tenant, upon payment of all of the sums referred to herein as being payable by Tenant and Tenant's performance of all Tenant's agreements contained herein and Tenant's observance of all rules and regulations, shall and may peacefully and quietly have, hold and enjoy said Premises for the term hereof.

19. CONDITIONS OF NEIGHBORHOOD. Landlord hereby advises Tenant to satisfy all of Tenant's requirements regarding the area and neighborhood conditions, including but not limited to schools, location and sufficiency of law enforcement, crime rate, proximity of registered offenders or felons, fire service and protection, and other governmental services; availability, sufficiency and cost of any wired or wireless internet connections, or any other telecommunications or technology services; proximity to industrial, commercial, or agricultural activities; existing and proposed construction, development, and transportation that may affect noise, traffic, or view; airport noise, or noise or odor from any source; domestic and wild animals; other nuisances, circumstances, or hazards; cemeteries; condition of any facilities or common areas; conditions and influences of significance to certain cultures and/or religions; and personal needs, preferences, and requirements of Tenant.

20. DEFAULT. If Tenant fails to comply with any of the material provisions of this Agreement, other than the covenant to pay rent, or of any present rules and regulations or any that may be hereafter prescribed by Landlord, or materially fails to comply with any duties imposed on Tenant by statute, within seven (7)

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days after delivery of written notice by Landlord specifying the non-compliance and indicating the intention of Landlord to terminate the Lease by reason thereof, Landlord may terminate this Agreement. If Tenant fails to pay rent when due and the default continues for seven (7) days thereafter, Landlord may, at Landlord's option, declare the entire balance of rent payable hereunder to be immediately due and payable and may exercise any and all rights and remedies available to Landlord at law or in equity or may immediately terminate this Agreement.

21. LATE CHARGE. In the event that any payment required to be paid by Tenant hereunder is not made within three (3) days of when due, Tenant shall pay to Landlord, in addition to such payment or other charges due hereunder, a "late fee" in the amount of ______________________________________________________________ DOLLARS ($__________).

22. ABANDONMENT. If at any time during the term of this Agreement Tenant abandons the Premises or any part thereof, Landlord may, at Landlord's option, obtain possession of the Premises in the manner provided by law, and without becoming liable to Tenant for damages or for any payment of any kind whatever. Landlord may, at Landlord's discretion, as agent for Tenant, relet the Premises, or any part thereof, for the whole or any part thereof, for the whole or any part of the then unexpired term, and may receive and collect all rent payable by virtue of such reletting, and, at Landlord's option, hold Tenant liable for any difference between the rent that would have been payable under this Agreement during the balance of the unexpired term, if this Agreement had continued in force, and the net rent for such period realized by Landlord by means of such reletting. If Landlord's right of reentry is exercised following abandonment of the Premises by Tenant, then Landlord shall consider any personal property belonging to Tenant and left on the Premises to also have been abandoned, in which case Landlord may dispose of all such personal property in any manner Landlord shall deem proper and Landlord is hereby relieved of all liability for doing so.

23. RIGHTS AND REMEDIES. The rights and remedies under this lease are cumulative, and either party's using any one right or remedy will not preclude or waive that party's right to use any other. These rights and remedies are in addition to any other rights the parties may have by law, statute, ordinance, or otherwise.

24. RECORDING OF AGREEMENT. Tenant shall not record this Agreement on the Public Records of any public office. In the event that Tenant shall record this Agreement, this Agreement shall, at Landlord's option, terminate immediately and Landlord shall be entitled to all rights and remedies that it has at law or in equity.

25. GOVERNING LAW. This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of Alabama.

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26. SEVERABILITY. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law.


28. DESCRIPTIVE HEADINGS. The descriptive headings used herein are for convenience of reference only and they are not intended to have any effect whatsoever in determining the rights or obligations of the Landlord or Tenant.


30. NON-WAIVER. No indulgence, waiver, election or non-election by Landlord under this Agreement shall affect Tenant's duties and liabilities hereunder.

31. MODIFICATION. The parties hereby agree that this document contains the entire agreement between the parties and this Agreement shall not be modified, changed, altered or amended in any way except through a written amendment signed by all of the parties hereto.

32. NOTICE. Any notice required or permitted under this Lease or under state law shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows:

If to Landlord to:

______________________________________________ [Landlord's Name]

______________________________________________ ______________________________________________ [Landlord's Address]

If to Tenant to:

______________________________________________ [Tenant's Name]

______________________________________________ ______________________________________________ [Tenant's Address]

Landlord and Tenant shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party.

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33. ADDITIONAL PROVISIONS; DISCLOSURES.________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________[Landlord should note above any disclosures about the premises that may be required under Federal or Alabama law, such as known lead-based paint hazards in the Premises. The Landlord should also disclose any flood hazards.]

As to Landlord this ______ day of ________________________, 20_____.

LANDLORD:

Sign: ___________________________________ Print: _________________________________ Date: ______________

As to Tenant, this ______ day of ________________________, 20_____.

TENANT ("Tenant"):

Sign: ___________________________________ Print: __________________________________ Date: ______________

TENANT:

Sign: ___________________________________ Print: __________________________________ Date: ______________

TENANT:

Sign: ___________________________________ Print: __________________________________ Date: ______________

TENANT:

Sign: ___________________________________ Print: __________________________________ Date: ______________

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NOTICE OF DISMISSAL

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Date:________________________________

To:__________________________________

We regret to notify you that your employment with the firm shall be terminated on ________________________ , 20____, because of the following reasons:

____________________________________________________________________

____________________________________________________________________

____________________________________________________________________

____________________________________________________________________

____________________________________________________________________

Severance pay shall be in accordance with company policy. Within 30 days of termination we shall issue you a statement of accrued benefits. Any insurance benefits shall continue in accordance with applicable law and/or provisions of our personnel policy. Please contact ________________________________, at your earliest convenience, who will explain each of these items and arrange with you for the return of any company property.

We sincerely regret this action is necessary.

Very truly,

____________________________________

Copies to:

[Insert List]

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WARNING NOTICE

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[DATE]

To: [EMPLOYEE'S NAME]

Dear [EMPLOYEE'S NAME]:

On ___________, 20_____, at ____________, we met to discuss your unsatisfactory performance. Specifically, we identified the following as being unsatisfactory:

In order to improve your performance, you should:

I will assist you in any way I can to remedy the problem; however, unless these matters can be corrected, I shall have no alternative but to undertake further disciplinary or corrective action, which may include suspension.

Sincerely,[NAME OF COMPANY]

______________________________ [SUPERVISOR NAME][TITLE]

I hereby acknowledge receipt of this warning:

______________________________ [EMPLOYEE'S NAME]

cc: Personal File

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DISCIPLINARY NOTICE

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Employee Name: ______________________________________________________

First Middle Last

Department: ______________________________________________________

_____ Written Warning _____ Final Warning

1. Statement of the problem: ____________________________________________

_________________________________________________________________________

_________________________________________________________________________

2. Prior discussion or warnings on this subject, whether oral or written:

_________________________________________________________________________

_________________________________________________________________________

3. Company policy on this subject:_______________________________________

_________________________________________________________________________

_________________________________________________________________________

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4. Summary of corrective action to be taken by the Company and/or employee:

_________________________________________________________________________

_________________________________________________________________________

5. Consequences of failure to improve performance or correct behavior:

_________________________________________________________________________

_________________________________________________________________________

6. Employee Statement:________________________________________________

_________________________________________________________________________

_________________________________________________________________________

Employee Signature: __________________________________ Date: ____________

Management Approval: __________________________________ Date: ____________

Distribution: One copy to Employee, one copy to Supervisor, and original to Personnel File

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NOTICE OF TERMINATION DUE TO WORK RULES VIOLATION

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Date:_______________________

To:

You are hereby given notice that your employment with the company shall be terminated on _________________________, 20____.

This action is necessary due to the following violations of company work rules:

Your final paycheck shall be for the period ending ______________. There shall be no severance pay since your termination was for just cause. Please contact_______________________________ concerning insurance coverage or other accrued benefits to which you may be entitled.

We regret this action is necessary and wish you success in your future endeavors.

Sincerely,

____________________________________

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PAYROLL DEDUCTION AUTHORIZATION

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The undersigned hereby authorizes_______________________________ (name of company) to deduct a total of $_______________ from my gross earnings each payroll period beginning _________________ (date), as follows:

In payment for: Amount: ___ Credit Union

$_________._____

___ Employee Savings Plan $_________.________ 401(k) Plan $_________.________ Union Dues $_________.________ _____________________________ $_________.________ _____________________________ $_________.________ _____________________________ $_________.________ _____________________________ $_________._____ Total

$_________._____

_______________________________________Signature

________________Date

_______________________________________Printed Name

_______________________________________Social Security Number

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Agreement to Sublease/Sublet

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This agreement is to sublet real property according to the terms specified below.

The sublessor agrees to sublet, and the subtenant agrees to take the premises described below. Both parties agree to keep, perform, and fulfill the promises, conditions and agreements expressed below:

1. SUBLESSOR: The sublessor is: _________________________________________.

2. SUBTENANT: The subtenant is: _________________________________________.

3. PREMISES: The location of the premises is: _________________________________________________________.

4. TERM: The term of this sublease is __________________, beginning __________________, 20____ and ending __________________, 20____.

5. RENT PAYMENTS: The rent is $ ________ per month, payable in advance on the ____________ day of the month. The rent is payable to ________________ at _________________________________________________________________________[address].

6. AGREEMENT TERMINATION: The sublease agreement will terminate on __________________, 20____. There shall be no holding over under the terms of this sublease agreement under any circumstances.

7. UTILITIES: All charges for utilities connected with premises which are to be paid by the sublessor under the master lease shall be paid by the subtenant for the term of this sublease.

8. PROPERTY CONDITION: Subtenant agrees to surrender and deliver to the sublessor the premises and all furniture and decorations within the premises in as good a condition as they were at the beginning of the term, reasonable wear and tear excepted. The subtenant will be liable to the sublessor for any damages occurring to the premises or the contents thereof or to the building which are done by the subtenant or his guests.

9. DEPOSIT: Subtenant agrees to pay sublessor a deposit of $______________ to cover damages beyond normal wear and tear, unpaid rent, and unpaid utilities. Sublessor agrees that if the premises and contents thereof are returned to him/her in the same condition as when received by the subtenant, reasonable wear and tear thereof excepted, and if there is no unpaid rent or unpaid utility bills owed by the subtenant, he/she will refund to the subtenant $______________ at the end of the term, or within 30 days thereafter. Any reason for retaining a portion of the deposit shall be explained in writing within 30 days to the subtenants.

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10. INVENTORY FORM: At the time of the taking possession of the premises by the subtenant, the sublessor will provide the subtenant with an inventory form within three (3) days of taking possession.

11. ORIGINAL LEASE: The sublease agreement incorporates and is subject to the original lease agreement between the sublessor and his lessor, a copy of which is attached hereto, and which is hereby referred to and incorporated as if it were set out here at length. The subtenant agrees to assume all of the obligations and responsibilities of the sublessor under the original lease for the duration of the sublease agreement.

12. OTHER TERMS AND CONDITIONS: _______________________________________________________________________________________________________________________________________________________________________________________________

13. SOLE AGREEMENT: The parties hereby agree that this document contains the entire agreement between the parties and this Agreement shall not be modified, changed, altered or amended in any way except through a written amendment signed by all of the parties hereto. (Any oral representations made at the time of executing this lease are not legally valid, and therefore, are not binding upon either party).

14. GOVERNING LAW. This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of Alabama.

15. CONSTRUCTION: The words "sublessor" and "subtenant" as used herein include the plural as well as the singular. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural.

16. PARENTAL/GUARDIAN GUARANTEE: If the subtenant is under18 years of age, then his/her legal guardian or parent guarantees and agrees to perform all of the terms, covenants and conditions of this sublease by affixing his signature.

17. ACKNOWLEDGEMENT OF COPY RECEIVED: Each party signing this sublease acknowledges receipt of a copy thereof.

18. LANDLORD APPROVAL: This sublease is not binding upon either party unless approved by the landlord as provided below, provided such approval is required by the original lease.

The parties hereby bind themselves to this agreement by their signatures affixed below on this _________ day of __________________, 20____.

Printed Name of Sublessor(s):

1. __________________________________

2. __________________________________

Signature of Sublessor(s):

1. __________________________________

2. __________________________________

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3. __________________________________

3. __________________________________

Printed Name of Subtenant(s):

1. __________________________________

2. __________________________________

3. __________________________________

Signature of Subtenant(s):

1. __________________________________

2. __________________________________

3. __________________________________(Include parent or guardian signature, if subtenant is under 18

years of age.)

I hereby give my consent as landlord to subletting of the above described premises as set out in

this sublease agreement.

Printed Name of Landlord or Agent:

____________________________________

Signature of Landlord or Agent:

____________________________________

ORIGINAL LEASE ATTACHED: _____Yes _____No

INVENTORY CHECK ATTACHED: _____Yes _____No

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Commercial Lease Agreement

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This Commercial Lease Agreement ("Lease") is made and effective _______________________ [Date], by and between _______________________ [Landlord] ("Landlord") and _______________________ [Tenant] ("Tenant").

Landlord is the owner of land and improvements commonly known and numbered as _____________________________________________________________________ [Address of Building] and legally described as follows (the "Building"): _____________________________________________________________________ _____________________________________________________________________ [Legal Description of Building]

Landlord makes available for lease a portion of the Building designated as __________________________________________________ [Suite or Other Number of Leased Building] (the "Leased Premises").

Landlord desires to lease the Leased Premises to Tenant, and Tenant desires to lease the Leased Premises from Landlord for the term, at the rental and upon the covenants, conditions and provisions herein set forth.

THEREFORE, in consideration of the mutual promises herein, contained and other good and valuable consideration, it is agreed:

1. Term.

A. Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby leases the same from Landlord, for an "Initial Term" beginning _______________________ [Start Date] and ending _______________________ [End Date]. Landlord shall use its best efforts to give Tenant possession as nearly as possible at the beginning of the Lease term. If Landlord is unable to timely provide the Leased Premises, rent shall abate for the period of delay. Tenant shall make no other claim against Landlord for any such delay.

B. Tenant may renew the Lease for one extended term of _______________________ [Renewal Term]. Tenant shall exercise such renewal option, if at all, by giving written notice to Landlord not less than ninety (90) days prior to the expiration of the Initial Term. The renewal term shall be at the rental set forth below and otherwise upon the same covenants, conditions and provisions as provided in this Lease.

2. Rental.

A. Tenant shall pay to Landlord during the Initial Term rental of _______________________ [Annual Rent] per year, payable in installments of _______________________ [Monthly Rental Amount] per month. Each installment payment shall be due in advance on the first day of each calendar month

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during the lease term to Landlord at _____________________________________________________________________ [Landlord's Designated Payment Address] or at such other place designated by written notice from Landlord or Tenant. The rental payment amount for any partial calendar months included in the lease term shall be prorated on a daily basis. Tenant shall also pay to Landlord a "Security Deposit" in the amount of _______________________ [Security Deposit].

B. The rental for any renewal lease term, if created as permitted under this Lease, shall be _______________________ [Annual Rent in Renewal Term] per year payable in installments of _______________________ [Monthly Rental Amount] per month.

3. Use

Notwithstanding the forgoing, Tenant shall not use the Leased Premises for the purposes of storing, manufacturing or selling any explosives, flammables or other inherently dangerous substance, chemical, thing or device.

4. Sublease and Assignment.

Tenant shall have the right without Landlord's consent, to assign this Lease to a corporation with which Tenant may merge or consolidate, to any subsidiary of Tenant, to any corporation under common control with Tenant, or to a purchaser of substantially all of Tenant's assets. Except as set forth above, Tenant shall not sublease all or any part of the Leased Premises, or assign this Lease in whole or in part without Landlord's consent, such consent not to be unreasonably withheld or delayed.

5. Repairs.

During the Lease term, Tenant shall make, at Tenant's expense, all necessary repairs to the Leased Premises. Repairs shall include such items as routine repairs of floors, walls, ceilings, and other parts of the Leased Premises damaged or worn through normal occupancy, except for major mechanical systems or the roof, subject to the obligations of the parties otherwise set forth in this Lease.

6. Alterations and Improvements.

Tenant, at Tenant's expense, shall have the right following Landlord's consent to remodel, redecorate, and make additions, improvements and replacements of and to all or any part of the Leased Premises from time to time as Tenant may deem desirable, provided the same are made in a workmanlike manner and utilizing good quality materials. Tenant shall have the right to place and install personal property, trade fixtures, equipment and other temporary installations in and upon the Leased Premises, and fasten the same to the premises. All personal property, equipment, machinery, trade fixtures and temporary installations, whether acquired by Tenant at the commencement of the Lease term or placed or installed on the Leased Premises by Tenant thereafter, shall remain Tenant's property free and clear of any claim by Landlord. Tenant shall have the right to remove the same at any time during the term

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of this Lease provided that all damage to the Leased Premises caused by such removal shall be repaired by Tenant at Tenant's expense.

7. Property Taxes.

Landlord shall pay, prior to delinquency, all general real estate taxes and installments of special assessments coming due during the Lease term on the Leased Premises, and all personal property taxes with respect to Landlord's personal property, if any, on the Leased Premises. Tenant shall be responsible for paying all personal property taxes with respect to Tenant's personal property at the Leased Premises.

8. Insurance.

A. If the Leased Premises or any other part of the Building is damaged by fire or other casualty resulting from any act or negligence of Tenant or any of Tenant's agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and Tenant shall be responsible for the costs of repair not covered by insurance.

B. Landlord shall maintain fire and extended coverage insurance on the Building and the Leased Premises in such amounts as Landlord shall deem appropriate. Tenant shall be responsible, at its expense, for fire and extended coverage insurance on all of its personal property, including removable trade fixtures, located in the Leased Premises.

C. Tenant and Landlord shall, each at its own expense, maintain a policy or policies of comprehensive general liability insurance with respect to the respective activities of each in the Building with the premiums thereon fully paid on or before due date, issued by and binding upon some insurance company approved by Landlord, such insurance to afford minimum protection of not less than $1,000,000 combined single limit coverage of bodily injury, property damage or combination thereof. Landlord shall be listed as an additional insured on Tenant's policy or policies of comprehensive general liability insurance, and Tenant shall provide Landlord with current Certificates of Insurance evidencing Tenant's compliance with this Paragraph. Tenant shall obtain the agreement of Tenant's insurers to notify Landlord that a policy is due to expire at least (10) days prior to such expiration. Landlord shall not be required to maintain insurance against thefts within the Leased Premises or the Building.

9. Utilities.

Tenant shall pay all charges for water, sewer, gas, electricity, telephone and other services and utilities used by Tenant on the Leased Premises during the term of this Lease unless otherwise expressly agreed in writing by Landlord. In the event that any utility or service provided to the Leased Premises is not separately metered, Landlord shall pay the amount due and separately invoice Tenant for Tenant's pro rata share of the charges. Tenant shall pay such amounts within fifteen (15) days of invoice. Tenant acknowledges that the Leased Premises are designed to provide standard office use electrical facilities and standard office lighting. Tenant shall not

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use any equipment or devices that utilizes excessive electrical energy or which may, in Landlord's reasonable opinion, overload the wiring or interfere with electrical services to other tenants.

10. Signs.

Following Landlord's consent, Tenant shall have the right to place on the Leased Premises, at locations selected by Tenant, any signs which are permitted by applicable zoning ordinances and private restrictions. Landlord may refuse consent to any proposed signage that is in Landlord's opinion too large, deceptive, unattractive or otherwise inconsistent with or inappropriate to the Leased Premises or use of any other tenant. Landlord shall assist and cooperate with Tenant in obtaining any necessary permission from governmental authorities or adjoining owners and occupants for Tenant to place or construct the foregoing signs. Tenant shall repair all damage to the Leased Premises resulting from the removal of signs installed by Tenant.

11. Entry.

Landlord shall have the right to enter upon the Leased Premises at reasonable hours to inspect the same, provided Landlord shall not thereby unreasonably interfere with Tenant's business on the Leased Premises.

12. Parking.

During the term of this Lease, Tenant shall have the non-exclusive use in common with Landlord, other tenants of the Building, their guests and invitees, of the non-reserved common automobile parking areas, driveways, and footways, subject to rules and regulations for the use thereof as prescribed from time to time by Landlord. Landlord reserves the right to designate parking areas within the Building or in reasonable proximity thereto, for Tenant and Tenant's agents and employees. Tenant shall provide Landlord with a list of all license numbers for the cars owned by Tenant, its agents and employees. Separated structured parking, if any, located about the Building is reserved for tenants of the Building who rent such parking s paces. Tenant hereby leases from Landlord _______________________ [Number of Parking Spaces] spaces in such structural parking area, such spaces to be on a first come-first served basis. In consideration of the leasing to Tenant of such spaces, Tenant shall pay a monthly rental of _______________________ [Parking Space Rental] per space throughout the term of the Lease. Such rental shall be due and payable each month without demand at the time herein set for the payment of other monthly rentals, in addition to such other rentals.

13. Building Rules.

Tenant will comply with the rules of the Building adopted and altered by Landlord from time to time and will cause all of its agents, employees, invitees and visitors to do so; all changes to such rules will be sent by Landlord to Tenant in writing. The initial rules for the Building are attached hereto as Exhibit "A" and incorporated herein for all purposes.

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14. Damage and Destruction.

Subject to Section 8 A. above, if the Leased Premises or any part thereof or any appurtenance thereto is so damaged by fire, casualty or structural defects that the same cannot be used for Tenant's purposes, then Tenant shall have the right within ninety (90) days following damage to elect by notice to Landlord to terminate this Lease as of the date of such damage. In the event of minor damage to any part of the Leased Premises, and if such damage does not render the Leased Premises unusable for Tenant's purposes, Landlord shall promptly repair such damage at the cost of the Landlord. In making the repairs called for in this paragraph, Landlord shall not be liable for any delays resulting from strikes, governmental restrictions , inability to obtain necessary materials or labor or other matters which are beyond the reasonable control of Landlord. Tenant shall be relieved from paying rent and other charges during any portion of the Lease term that the Leased Premises are inoperable or unfit for occupancy, or use, in whole or in part, for Tenant's purposes. Rentals and other charges paid in advance for any such periods shall be credited on the next ensuing payments, if any, but if no further payments are to be made, any such advance payments shall be refunded to Tenant. The provisions of this paragraph extend not only to the matters aforesaid, but also to any occurrence which is beyond Tenant's reasonable control and which renders the Leased Premises, or any appurtenance thereto, inoperable or unfit for occupancy or use, in whole or in part, for Tenant's purposes.

15. Default.

If default shall at any time be made by Tenant in the payment of rent when due to Landlord as herein provided, and if said default shall continue for fifteen (15) days after written notice thereof shall have been given to Tenant by Landlord, or if default shall be made in any of the other covenants or conditions to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant by Landlord without correction thereof then having been commenced and thereafter diligently prosecuted, Landlord may declare the term of this Lease ended and terminated by giving Tenant written notice of such intention, and if possession of the Leased Premises is not surrendered, Landlord may reenter said premises. Landlord shall have, in addition to the remedy above provided, any other right or remedy available to Landlord on account of any Tenant default, either in law or equity. Landlord shall use reasonable efforts to mitigate its damages.

16. Quiet Possession.

Landlord covenants and warrants that upon performance by Tenant of its obligations hereunder, Landlord will keep and maintain Tenant in exclusive, quiet, peaceable and undisturbed and uninterrupted possession of the Leased Premises during the term of this Lease.

17. Condemnation.

If any legally, constituted authority condemns the Building or such part thereof which shall make the Leased Premises unsuitable for leasing, this Lease shall cease when the public authority takes possession, and Landlord and Tenant shall account for

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rental as of that date. Such termination shall be without prejudice to the rights of either party to recover compensation from the condemning authority for any loss or damage caused by the condemnation. Neither party shall have any rights in or to any award made to the other by the condemning authority.

18. Subordination.

Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter arising upon the Leased Premises, or upon the Building and to any renewals, refinancing and extensions thereof, but Tenant agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien now existing or hereafter placed upon the Leased Premises of the Building, and Tenant agrees upon demand to execute such further instruments subordinating this Lease or attorning to the holder of any such liens as Landlord may request. In the event that Tenant should fail to execute any instrument of subordination herein require d to be executed by Tenant promptly as requested, Tenant hereby irrevocably constitutes Landlord as its attorney-in-fact to execute such instrument in Tenant's name, place and stead, it being agreed that such power is one coupled with an interest. Tenant agrees that it will from time to time upon request by Landlord execute and deliver to such persons as Landlord shall request a statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which rent and other charges payable under this Lease have been paid, stating that Landlord is not in default hereunder (or if Tenant alleges a default stating the nature of such alleged default) and further stating such other matters as Landlord shall reasonably require.

19. Security Deposit.

The Security Deposit shall be held by Landlord without liability for interest and as security for the performance by Tenant of Tenant's covenants and obligations under this Lease, it being expressly understood that the Security Deposit shall not be considered an advance payment of rental or a measure of Landlord's damages in case of default by Tenant. Unless otherwise provided by mandatory non-waivable law or regulation, Landlord may commingle the Security Deposit with Landlord' s other funds. Landlord may, from time to time, without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any arrearages of rent or to satisfy any other covenant or obligation of Tenant hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not in default at the termination of this Lease, the balance of the Security Deposit remaining after any such application shall be returned by Landlord to Tenant. If Landlord transfers its interest in the Premises during the term of this Lease, Landlord may assign the Security Deposit to the transferee and thereafter shall have no further liability for the return of such Security Deposit.

20. Notice.

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Any notice required or permitted under this Lease shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows:

If to Landlord to:

______________________________________________ [Landlord]

______________________________________________ [Landlord's Address]

If to Tenant to:

______________________________________________ [Tenant]

______________________________________________ [Tenant's Address]

Landlord and Tenant shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party.

21. Brokers.

Tenant represents that Tenant was not shown the Premises by any real estate broker or agent and that Tenant has not otherwise engaged in, any activity which could form the basis for a claim for real estate commission, brokerage fee, finder's fee or other similar charge, in connection with this Lease.

22. Waiver.

No waiver of any default of Landlord or Tenant hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by Landlord or Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

23. Memorandum of Lease.

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The parties hereto contemplate that this Lease should not and shall not be filed for record, but in lieu thereof, at the request of either party, Landlord and Tenant shall execute a Memorandum of Lease to be recorded for the purpose of giving record notice of the appropriate provisions of this Lease.

24. Headings.

The headings used in this Lease are for convenience of the parties only and shall not be considered in interpreting the meaning of any provision of this Lease.

25. Successors.

The provisions of this Lease shall extend to and be binding upon Landlord and Tenant and their respective legal representatives, successors and assigns.

26. Consent.

Landlord shall not unreasonably withhold or delay its consent with respect to any matter for which Landlord's consent is required or desirable under this Lease.

27. Performance.

If there is a default with respect to any of Landlord's covenants, warranties or representations under this Lease, and if the default continues more than fifteen (15) days after notice in writing from Tenant to Landlord specifying the default, Tenant may, at its option and without affecting any other remedy hereunder, cure such default and deduct the cost thereof from the next accruing installment or installments of rent payable hereunder until Tenant shall have been fully reimbursed for such expenditures, together with interest thereon at a rate equal to the lesser of twelve percent (12%) per annum or the then highest lawful rate. If this Lease terminates prior to Tenant's receiving full reimbursement, Landlord shall pay the unreimbursed balance plus accrued interest to Tenant on demand.

28. Compliance with Law.

Tenant shall comply with all laws, orders, ordinances and other public requirements now or hereafter pertaining to Tenant's use of the Leased Premises. Landlord shall comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Leased Premises.

29. Final Agreement.


30. Governing Law.

This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of Alabama.

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IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written.

______________________________________________ [Landlord] Signature Block

______________________________________________ [Tenant] Signature Block

234


MARITAL SETTLEMENT AGREEMENT

TOP

AGREEMENT made on this ____________ day of ___________________, 20_____, by and between _____________________________________ (hereinafter referred to as "Wife"), who resides at ______________________________________________________________ [insert full residential address of Wife] and _____________________________________ (hereinafter referred to as "Husband"), who resides at ______________________________________________________________ [insert full residential address of Husband].

WHEREAS, we were married on the ___________ day of _____________________, _______, in _________________________, State of _________________________, and we now mutually desire to dissolve our marriage and mutually agree to live permanently separate and apart from each other, as if we were single;

WHEREAS, we each have exercised good faith and have made fair, accurate, and complete disclosure to each other regarding all financial and property matters pertaining to this marital settlement agreement;

WHEREAS, we mutually desire to settle by agreement all matters regarding our marital affairs, child custody and visitation, personal and real property, and finances;

WHEREAS, we mutually intend this agreement to be a final disposition regarding the marital issues addressed herein and intend that this agreement be incorporated into any subsequent JUDGEMENT FOR DIVORCE.

THEREFORE, in exchange for the mutual promises herein contained, we agree to live separately and to divide our property and finances according to the following mutually agreed upon terms and conditions:

1. CHILDREN

Husband and Wife have the following child(ren) born or adopted into their marriage:

Name: ____________________________________ Date of Birth: __________________Name: ____________________________________ Date of Birth: __________________Name: ____________________________________ Date of Birth: __________________Name: ____________________________________ Date of Birth: __________________

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A. CUSTODY

To settle all issues in relation to custody in a manner consistent with the best interest of the child(ren), Husband and Wife agree as follows:

Husband shall have sole custody of ______________________________________ ____________________________________________________________________.

Wife shall have sole custody of __________________________________________ ____________________________________________________________________.

Husband and Wife shall have joint custody of _______________________________ ____________________________________________________________________.

B. VISITATION To settle all issues in relation to the visitation rights in a manner consistent with the best interest of the child(ren), Husband and Wife agree as follows: 1) Husband shall have the following rights of visitation:

Weekends:Husband shall have visitation rights on the following days and times [choose one:] ______ each weekend OR ______ every other weekend:____________________________________________________________________________________________________________________________________________________________________________________________________________

Weekdays:Husband shall have visitation rights on the following days and times during [choose one:] ______ each week OR ______ every other week:____________________________________________________________________________________________________________________________________________________________________________________________________________

Yearly Vacation:Husband shall have visitation rights for the following vacation periods each year:____________________________________________________________________________________________________________________________________________________________________________________________________________

Holidays (Even-Numbered Years):Husband shall have visitation rights for the following holidays during even-numbered years:____________________________________________________________________________________________________________________________________________________________________________________________________________

Holidays (Odd-Numbered Years):Husband shall have visitation rights for the following holidays during odd-numbered years:____________________________________________________________________

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________________________________________________________________________________________________________________________________________

Other Visitation Rights:Husband shall have the following additional visitation rights:____________________________________________________________________________________________________________________________________________________________________________________________________________ ____________________________________________________________________.

2) Wife shall have the following rights of visitation:

Weekends:Wife shall have visitation rights on the following days and times [choose one:] ______ each weekend OR ______ every other weekend:____________________________________________________________________________________________________________________________________________________________________________________________________________

Weekdays:Wife shall have visitation rights on the following days and times during [choose one:] ______ each week OR ______ every other week:____________________________________________________________________________________________________________________________________________________________________________________________________________

Yearly Vacation:Wife shall have visitation rights for the following vacation periods each year:____________________________________________________________________________________________________________________________________________________________________________________________________________

Holidays (Even-Numbered Years):Wife shall have visitation rights for the following holidays during even-numbered years:____________________________________________________________________________________________________________________________________________________________________________________________________________

Holidays (Odd-Numbered Years):Wife shall have visitation rights for the following holidays during odd-numbered years:____________________________________________________________________________________________________________________________________________________________________________________________________________

Other Visitation Rights:Wife shall have the following additional visitation rights:____________________________________________________________________________________________________________________________________________________________________________________________________________ ____________________________________________________________________.

2. REAL ESTATE

A. RESIDENCE

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Husband shall reside at _________________________________________________ ____________________________________________________________________.

Wife shall reside at_____________________________________________________ ____________________________________________________________________.

B. HOMESTEAD

Husband and Wife own the following real property as their family residence, located at ____________________________________________________________________

____________________________________________________________________.

Husband and Wife agree that ____________________________ shall continue to reside at the above mentioned family residence.

Rights, responsibilities and expenses regarding the above mentioned family residence shall be distributed as follows:

1) Title:

Husband shall have the following rights of title and ownership in the family residence: __________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

Wife shall have the following rights of title and ownership in the family residence:

__________________________________________________________________________________________________________________________________________________________

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_____________________________________________________________________________

2) Expenses, Mortgage and Maintenance:

Husband shall be responsible for and pay the following expenses regarding the family residence:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

Wife shall be responsible for and pay the following expenses regarding the family residence:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

C. OTHER REAL ESTATE

Husband and Wife jointly own the following other real estate to be divided as follows:

1) To Husband:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

2) To Wife:

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__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

3. PERSONAL PROPERTY

A. HOUSEHOLD GOODS

Husband and Wife jointly own the following household goods to be divided as follows:

1) To Husband:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

2) To Wife:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

B. AUTOMOBILES

Husband and Wife jointly own the following automobiles to be divided as follows:

1) To Husband:

__________________________________________________________________________________________________________________________________________________________

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_____________________________________________________________________________

2) To Wife:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

C. OTHER PERSONAL PROPERTY

Husband and Wife own the following other personal property to be divided as follows:

1) To Husband:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

2) To Wife:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

4. BANK ACCOUNTS

Husband and Wife jointly hold the following bank accounts:

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________________________________________ (Account Number)

________________________________________ (Account Balance)

________________________________________

________________________________________

________________________________________

________________________________________

(Name and Address of Institution)

________________________________________ (Account Number)

________________________________________ (Account Balance)

________________________________________

________________________________________

________________________________________

________________________________________


________________________________________ (Account Number)

________________________________________ (Account Balance)

________________________________________

________________________________________

________________________________________

________________________________________


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________________________________________ (Account Number)

________________________________________ (Account Balance)

________________________________________

________________________________________

________________________________________

________________________________________


The above mentioned accounts shall be divided as follows:

1) To Husband:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

2) To Wife:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

5. DEBTS

Husband and Wife jointly hold the following debts outstanding:

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________________________________________ (Account Number)

________________________________________ (Account Balance)

________________________________________

________________________________________

________________________________________

________________________________________


________________________________________ (Account Number)

________________________________________ (Account Balance)

________________________________________

________________________________________

________________________________________

________________________________________


________________________________________ (Account Number)

________________________________________ (Account Balance)

________________________________________

________________________________________

________________________________________

________________________________________


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________________________________________ (Account Number)

________________________________________ (Account Balance)

________________________________________

________________________________________

________________________________________

________________________________________


The above mentioned debts shall be divided as follows:

1) Husband agrees to pay and assume all responsibility for the following debts: __________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

2) Wife agrees to pay and assume all responsibility for the following debts: __________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

Husband and Wife agree that from the date of this agreement, neither shall assume any joint debt or liability. Husband and Wife agree that each shall be individually responsible for all debts that he or she acquires subsequent to the date of this agreement.

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6. TAX LIABILITY

A. Husband and Wife agree that any joint tax liability shall be assumed as follows:

1) By Husband:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

2) By Wife:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

B. The custodial parent shall have the sole right to claim as a dependent for state and federal income tax purposes any child over which he or she has custody. In the event of joint custody, the Husband and Wife agree as follows with respect to who shall hold this right:

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________.

7. LIFE INSURANCE

A. Husband owns the following life insurance policies naming Wife as beneficiary:

___________________________________ (Policy Number)

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___________________________________ (Policy Amount)

___________________________________

___________________________________

___________________________________

___________________________________


___________________________________ (Policy Number)

___________________________________ (Policy Amount)

___________________________________

___________________________________

___________________________________

___________________________________


___________________________________ (Policy Number)

___________________________________ (Policy Amount)

___________________________________

___________________________________

___________________________________

___________________________________


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Husband agrees that Wife [check one:] _________shall, or _________shall not remain the beneficiary of the following life insurance policies:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

B. Wife owns the following life insurance policies naming Husband as beneficiary:

___________________________________ (Policy Number)

___________________________________ (Policy Amount)

___________________________________

___________________________________

___________________________________

___________________________________


___________________________________ (Policy Number)

___________________________________ (Policy Amount)

___________________________________

___________________________________

___________________________________

___________________________________


___________________________________ (Policy Number)

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___________________________________ (Policy Amount)

___________________________________

___________________________________

___________________________________

___________________________________


Wife agrees that Husband [check one:] _________shall, or _________shall not remain the beneficiary of the following life insurance policies:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

8. HEALTH INSURANCE

Husband and Wife agree as follows in relation to their respective health care coverage:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________

9. SPOUSAL SUPPORT

A. Husband shall pay to Wife spousal support in the sum of _____________________________ dollars ($______), _________________________ [specify "weekly" or "monthly"], beginning on the ____________ day of __________________, 20 ____. Husband shall continue to pay this sum for a period of ________________________, subject to the following mutually agreed upon conditions:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________.

B. Wife shall pay to Husband spousal support in the sum of _____________________________ dollars ($______), _________________________ [specify "weekly" or "monthly"], beginning on

249


the ____________ day of __________________, 20 ____. Wife shall continue to pay this sum for a period of ________________________, subject to the following mutually agreed upon conditions:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________.

10. CHILD SUPPORT

A. Husband shall pay to Wife child support in the sum of _____________________________ dollars ($______) per child, _________________________ [specify "weekly" or "monthly"], beginning on the ____________ day of __________________, 20 ____. Husband shall continue to pay this sum for a period of ________________________ or until the child reaches the age of majority, becomes self-supporting, marries, or dies, subject to the following mutually agreed upon conditions:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________.

B. Wife shall pay to Husband child support in the sum of _____________________________ dollars ($______) per child, _________________________ [specify "weekly" or "monthly"], beginning on the ____________ day of __________________, 20 ____. Wife shall continue to pay this sum for a period of ________________________ or until the child reaches the age of majority, becomes self-supporting, marries, or dies, subject to the following mutually agreed upon conditions:

__________________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________.

C. All payments of child support pursuant to this agreement shall be made and delivered in the following manner: [choose one:] _______ All payments of child support shall be paid directly through the appropriate state agency, official, or court designated by the laws of the State of Alabama to receive and disburse such child support payments, or _______ All payments of child support shall be made directly to the parent to whom the child support payments are due; however, the parent to whom payments are due reserves the right to require, upon written notice to the paying parent, such child support payments to be paid directly to the appropriate state agency, official, or court designated by the laws of the State of Alabama to receive and disburse such child support payments.

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D. In the event the obligated parent's income increases, the amount of child support shall be increased proportionately, and such increase shall be computed effective the date of the increase.

E. As additional child support, the obligated parent shall maintain medical and dental insurance on behalf of each child and shall pay any medical expenses not covered by said insurance.

F. As additional child support, the obligated parent [choose one:] _______ shall or _______ shall not pay one-half of the amount needed for each child's college education.

11. LEGAL NAME

Husband and Wife agree that upon the court's ordering a JUDGEMENT FOR DIVORCE, Wife shall have the right to retain her married name or shall also have the right to return to her maiden or former name: _________________________________ [insert Wife's maiden name].

12. FINAL AGREEMENT

This agreement sets forth the entire agreement and understanding between the Husband and Wife relating to the settlement of martial property and finances and supersedes all prior discussions between us. No modification of or amendment to this agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by the party to be charged.

13. ACKNOWLEDGEMENT

Husband and Wife acknowledge that each has entered into this agreement in good faith, without any duress or undue influence. Each understands his or her right to seek independent counsel regarding this agreement, and each has had the opportunity to seek independent counsel prior to signing this agreement.

14. CHOICE OF LAW

Husband and Wife agree that this agreement shall be governed and construed in accordance with the laws of the State of Alabama.

Signed and dated this __________ day of _______________________, 20_____.

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________________________________ ________________________________

Wife Husband

________________________________ ________________________________

Witness #1 for Wife Witness #1 for Husband

________________________________ ________________________________

Witness #2 for Wife Witness #2 for Husband

CERTIFICATE OF ACKNOWLEDGMENT OF NOTARY PUBLICSTATE OF ALABAMA COUNTY OF ________________

This document was acknowledged before me on _______________ [Date] by ________________________________________________ [name of principal]. [Notary Seal, if any]:

_______________________________(Signature of Notarial Officer)

Notary Public for the State of Alabama

My commission expires: ___________________

252


COMPLAINT FOR DIVORCE

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IN THE CIRCUIT COURT FOR __________________ COUNTY, ALABAMA

In re: the Marriage of

_______________________________Plaintiff

and

_______________________________Defendant

)))))))))

_______________________________Docket No.

The Plaintiff, _______________________________, respectfully declares the following: 1. Plaintiff's Residence: Plaintiff resides at ____________________________________________________________________ [insert Plaintiff's address] and has been a resident of the State of Alabama for _________ [insert period of residence in months and years].

2. Defendant's Residence: Defendant resides at ____________________________________________________________________ [insert Defendant's address] and has been a resident of the State of Alabama for _________ [insert period of residence in months and years].

3. Marriage: On ______________________, _____, in __________________ (city), __________________ (county), __________________ (state), the Plaintiff and Defendant married. An official copy of the marriage license is attached to this COMPLAINT FOR DIVORCE.

4. Jurisdiction: This Court is that of proper jurisdiction to hear this cause. The Defendant has agreed to file an Affidavit of Consent in this cause. Neither the Plaintiff or Defendant has been involved in any litigation or other proceeding involving the other party in this or any other jurisdiction with respect to their marriage or any other domestic matter.

5. Grounds for No-Fault: Plaintiff wishes a dissolution of marriage with Defendant based on the following grounds: ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

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[Note: This paragraph must describe sufficient legal basis for divorce as recognized by the laws of the State of Alabama. Sufficient basis for a no-fault divorce within Alabama is limited to the following: (1) irretrievable breakdown of the marriage; (2) complete incompatibility of temperament such that the parties can no longer live together; (3) voluntary separation for more than 1 year.

6. Marital Settlement Agreement: Plaintiff and Defendant ___________ have (copy attached) ___________ have not entered into a Marital Settlement Agreement.

7. Other Declarations:____________________________________________________________________________________________________________________________________________________________________________________________________________

NOW, THEREFORE, Plaintiff requests that the court order a JUDGEMENT FOR DIVORCE and such further relief as Plaintiff may have requested herein.

Verification

I, ______________________________________________[name of Petitioner], affirm under penalty of perjury that I am the Petitioner in the foregoing COMPLAINT FOR DIVORCE and that all statements in this Petition are accurate to the best of my knowledge. I have filed this Complaint in good faith and have not colluded with anyone in relation to it.

_____________________________________________ _________________Petitioner's Signature Date




254


AFFIDAVIT OF CONSENT

IN THE CIRCUIT COURT FOR __________________ COUNTY, ALABAMA

In re: the Marriage of

_______________________________Plaintiff

and

_______________________________Defendant

)))))))))

_______________________________Docket No.

1. A COMPLAINT FOR DIVORCE was filed between Plaintiff and Defendant on the _________ day of __________________, 20____.

2. The marriage between Plaintiff and Defendant is irretrievably broken and efforts at reconciliation have failed.

3. I, _______________________________, have received a copy of the COMPLAINT FOR DIVORCE, and I have read it thoroughly and understand it. I do not wish to contest this proceeding. I do not object to the declarations made in the COMPLAINT FOR DIVORCE. I do hereby consent to the relief requested in therein and to the entry of a JUDGEMENT FOR DIVORCE dissolving and forever terminating the marriage between Plaintiff and Defendant. I consent that the court may hear this cause on any day convenient to the court without further notice to me. I further consent that the court may enter any order granting any and all the relief sought in the COMPLAINT FOR DIVORCE.

4. I waive any and all rights I may have to a motion for a new trial, a record testimony, findings of fact and conclusions of law, notice of trial, a notice of entry of a JUDGEMENT FOR DIVORCE and my right to appeal. I do not waive any future rights I may have to the modification of any judgment or decree in relation to this cause.

5. I affirm under penalty of perjury that all statements in this Affidavit of Consent are accurate to the best of my knowledge. I have filed this Affidavit of Consent in good faith and have not colluded with anyone in relation to it, nor have I been subject to any force or duress in signing it.

_____________________________________________ _________________Signature Date

_____________________________________________Address, Line 1

_____________________________________________Address, Line 2

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FINAL NOTICE BEFORE LEGAL ACTION

Date: ___________________________

To: ________________________________

Dear ________________________:

We have repeatedly advised you of your long overdue balance in the amount of $ _________________.

Since you have not made payment we have turned your account over to our attorneys and instructed them to commence suit without further delay.

There is still time, however, to avoid suit if you contact us within the next five (5) days.

This will be your final opportunity to resolve matters without the expense of court proceedings.

Sincerely,

_______________________________

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LANDLORD'S NOTICE TO VACATE

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Date:

To:

To the above Tenant and all others now in possession of the below described premises:

You are hereby requested to quit, vacate and deliver possession thereof to the undersigned on or before ____________________, 20____.

This notice to vacate is due to your following breach of tenancy:

Should you fail, refuse or neglect to pay your rent, cure the breach, or vacate said premises within _____ days from service of this notice, I will take such legal action as the law requires to evict you from the premises. You are to further understand that we shall in all instances hold you responsible for all present and future rents due under your tenancy agreement.

Thank you for you cooperation.

______________________________

CERTIFIED MAIL, Return Receipt Requested

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NOTICE TO VACATE FOR NON-PAYMENT OF RENT

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Date: _________________

To:

Notice to you and all others in possession that you are hereby notified to quit and deliver up the premises you hold as our tenant, namely: ________________________________________________ [insert rental property address].

You are to deliver up said premises on or within ________ [insert number of days permitted within your state] days of receipt of this notice.

This notice is provided due to non-payment of rent. The present rent arrearage is in the amount of $_________. You may redeem your tenancy by full payment of said arrears within three days as provided under the terms of your tenancy or by state law. In the event you fail to bring your rent payments current or vacate the premises, we shall immediately take legal action to evict you and to recover all damages due us for the unlawful detention of said premises.

_______________________________Landlord

CERTIFIED MAIL, Return Receipt Requeste

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CONFIDENTIALITY AGREEMENT

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This Confidentiality Agreement ("Agreement") is made and effective the [Date] by and between [Owner] ("Owner") and [Recipient] ("Recipient").

1. Confidential Information.

Owner proposes to disclose certain of its confidential and proprietary information (the "Confidential Information") to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information.

2. Recipient's Obligations.

A. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner.

B. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within ten (10) days thereafter.

3. Term.

The obligations of Recipient herein shall be effective [Non-Disclosure Period] from the date Owner last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law.

4. Other Information.

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Recipient shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by Recipient; is rightfully received by Recipient without obligations of confidentiality; or is developed by Recipient without breach of this Agreement; provided, however, such Confidential Information shall not be disclosed until thirty (30) days after written notice of intent to disclose is given to Owner along with the asserted grounds for disclosure.

5. No License.

Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Confidential Information may pertain to prospective or unannounced products. Recipient agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product.

6. No Publicity.

Recipient agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with Owner.

7. Governing Law and Equitable Relief.

This Agreement shall be governed and construed in accordance with the laws of the United States and the State of [State of Governing Law] and Recipient consents to the exclusive jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of this Agreement. Recipient agrees that in the event of any breach or threatened breach by Recipient, Owner may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Owner against any such breach or threatened breach.

8. Final Agreement.


9. No Assignment.

Recipient may not assign this Agreement or any interest herein without Owner's express prior written consent.

10. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

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11. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

If to Owner:

[Owner]

[Owner's Address]

If to Recipient:

[Recipient]

[Recipient's Address]

12. No Implied Waiver.

Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.

13. Headings.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Owner] Signature Block [Recipient] Signature Block




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Articles of limited partnership.

Articles of Limited Partnership

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This limited partnership agreement is made on _________[date] in _________ by and between _________ as general partners and _________ as limited partners.

Article I.

Governing Law

The parties to this agreement by it form a limited partnership pursuant to the provisions of the Uniform Limited Partnership Act of the State of _________, and that act shall govern the rights and liabilities of the parties to this agreement.

Article II.

Name

The name of this limited partnership shall be _________.

Article III.

Term

This limited partnership shall begin the day the certificate of limited partnership is duly filed and shall continue until terminated in accordance with this agreement.

Article IV.

Purposes

The purposes of this limited partnership are to invest in improved and unimproved real estate in the State of _________ and to lease, develop, sell, mortgage, or otherwise transfer all or a portion of the real estate with the goal of earning a profit for the limited partnership.

Article V.

Principal Place of Business

The principal place of business of the limited partnership shall be in _________ or such other place or places as the general partners may designate from time to time.

Article VI.

Capital Contributions

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(a). The general partners shall transfer to the limited partnership the real estate described in Exhibit I under the terms and conditions set forth in that exhibit. The general partners shall not be required to make any additional contributions to capital.

(b). Each limited partner shall contribute the amount of cash specified in Exhibit II.

(c). If any limited partner fails to make h— entire cash contribution within 30 days after the date of this agreement, then —he will be in default, and the general partners may sell and transfer all or any part of the limited partnership interest of the defaulting limited partner to another limited partner or, if no other limited partner will purchase the interest, to any other person. The sale and transfer shall be made in such manner as the general partners may determine, and upon such sale and transfer, the defaulting limited partner shall cease to have any right, title or interest in the limited partnership with respect to the portion sold and transferred. Notwithstanding any sale and transfer, the defaulting limited partner shall remain liable to the limited partnership for the delinquent amount, less any net amount received from the sale and transfer, plus interest from the date due until the date paid at the rate of _____% per annum and all reasonable attorney fees, costs, and expenses incurred by the limited partnership to recover the delinquent amount.

(d). Each partner's capital contribution shall be credited to a separate capital account to be maintained for each partner. No interest shall be paid on any capital contribution.

Article VII.

Partnership Management

(a). The partnership business shall be managed by the general partners. In addition to those powers granted to the general partners by law, the general partners shall have the power to execute leases and management contracts, incur obligations on behalf of the limited partnership in connection with the business, and execute on behalf of the limited partnership any and all instruments necessary to carry out the purposes of the limited partnership, including the power to dispose of the real property or other assets of the limited partnership for full and adequate consideration. However, the general partners may not sell or pledge more than _____% of the assets owned by the limited partnership at the time of sale or pledge in one or a series of transactions without the affirmative vote of limited partners entitled to _____% or more of the profits of the limited partnership.

(b). No limited partner may participate in the management of the limited partnership or subject the limited partnership to any liability or obligation.

(c). The general partners may employ persons in the operation and management of the limited partnership business for such compensation as they determine.

(d). The general partners have no authority to do any act in contravention of this agreement or the certificate of limited partnership; to do any act that would make it impossible to carry on the limited partnership's ordinary business; to confess a judgment against the limited partnership; to admit anyone as a partner except as otherwise provided in this agreement; or to possess or assign rights in limited partnership property for other than a limited partnership purpose.

Article VIII.

Status of Limited Partners

(a). The limited partners are not personally liable for the expenses, liabilities, or obligations of the limited partnership.

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(b). A limited partner may only withdraw h— capital account following the termination of the limited partnership, but no part of the capital account of any limited partner may be withdrawn unless all partnership liabilities, other than liabilities to partners on account of their capital contributions, have been paid or unless the partnership has sufficient assets to pay such liabilities. In making such a withdrawal, no limited partner may demand or receive property other than cash in return for his capital contribution.

Article IX.

Addition of Limited Partners

Except when a limited partner has defaulted in making h— capital contribution, the general partners may not admit additional limited partners without the consent of limited partners entitled to _____% of the profits of the limited partnership.

Article X.

Profits and Losses

(a). Profit. The net profit of the limited partnership shall be equal to the taxable income of the limited partnership as shown in the limited partnership tax return filed with the United States.

Except as provided in Article XI, profits shall be divided as follows:

(1). _____% to the capital accounts of the general partners in accordance with the percentages set forth in Exhibit I.

(2). _____% to the capital accounts of the limited partners in accordance with the percentages set forth in Exhibit II.

(b). Losses. All losses shall be entirely allocated to the limited partners' capital accounts in proportion to their capital contributions, but no limited partner may be liable for more than h— individual investment in the limited partnership.

Article XI.

Limitation on Allocations and Distributions to General Partners

Notwithstanding Article X, the general partners shall not receive any share of profits or distribution of capital until such time as a limited partner has been returned h— investment through a combination of profits and losses. For the purpose of this computation, the capital contribution of a limited partner shall be considered to be $_____. From this amount, 100% of the profits distributed to a person making such a capital contribution and 50% of the losses shall be deducted.

Article XII.

Assignment of Partners' Interests

(a). General partners. No general partner may assign, mortgage, encumber, or sell all or a portion of h— interest as general partner to anyone other than another general partner or limited partner. The transferee shall be a general partner to the extent of the interest transferred.

(b). Limited partners. A limited partner's right to receive any income from the limited partnership may not be transferred without the prior, written consent of the general partners, who may not unreasonably

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withhold such consent. A limited partner may not transfer all or a portion of h— capital interest unless —he first gives the other limited partners the opportunity to purchase the interest at its fair market value, as determined by the general partners. The limited partners shall have _________ days to purchase the interest.

Article XIII.

Compensation for General Partners

In addition to receiving a share of net profits, as provided in Article X, the general partners are entitled to a management fee equal to _____% of the value of the assets listed on the year-end balance sheet of the limited partnership, prepared in accordance with generally accepted accounting principles, but in calculating the value of the assets for the purpose of determining the management fee, there shall be no reduction for accumulated depreciation.

Article XIV.

Banking

Partnership funds shall be deposited in such bank or banks as the general partners select. All withdrawals shall be made with checks signed by a general partner or h— authorized agent.

Article XV.

Books and Records

The limited partnership shall maintain its books and records at its principal place of business or such other place as designated by the general partners. The books and records shall be available for reasonable inspection by any partner or a partner's authorized representative. At the end of each calendar year, the general partners shall choose a certified public accountant to make a certified audit of the books and distribute to the limited partners a full and detailed statement of business operations during the year. Each partner has the right to conduct, at h— own expense, a private audit of the books and records if —he does so at a reasonable time and after notifying the general partners, but not more often than once in 18 months.

Article XVI.

Termination of Limited Partnership

The limited partnership shall terminate upon the happening of any of the following events:

(a). Sale of all or substantially all of the partnership assets.

(b). The death, bankruptcy, retirement, or adjudication of insanity or incompetence of the last remaining general partner.

(c). The insolvency or bankruptcy of the limited partnership.

(d). Agreement by limited partners entitled to _____% or more of the profits of the limited partnership that the limited partnership shall terminate.

Article XVII.

Distribution on Dissolution

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After the termination of the limited partnership, the general partners or, if paragraph (b) of Article XVI applies, the limited partners shall liquidate the partnership property and apply the proceeds in the following order of priority:

(a). To creditors (except limited partners on account of their contributions and general partners) in the order of their priority as provided by law.

(b). To partners as follows:

(1). _____% to the general partners in accordance with the percentages set forth in Exhibit I.

(2). _____% to the limited partners in accordance with the percentages set forth in Exhibit II.

Article XVIII.

Power of Attorney

Each of the limited partners by this agreement constitutes and appoints _________, general partners, as h— true and lawful attorneys with the power to make, execute, sign, acknowledge and file in h— name, place, and stead a certificate of limited partnership under the laws of the State of _________, and a certificate of conducting business under an assumed name, and to execute such other instruments as may be required under the laws of the State of _________, and any amendments to the foregoing.

Article XIX.

Death, Retirement or Incompetency of General Partner

When a general partner dies, retires, or is adjudicated insane or incompetent, —he, h— personal representative, or guardian shall be paid the amount the general partner would have received had the limited partnership been liquidated at that time. After such payment is made, the interests of the remaining general partners and the limited partners shall be adjusted in accordance with Exhibits I and II.

Article XX.

Death or Incompetency of Limited Partner

When a limited partner dies or is adjudicated insane or incompetent, h— personal representative or guardian shall succeed to the rights of the limited partner.

Article XXI.

Notices

All notices provided for in this agreement shall be sent by registered or certified mail to the parties at the addresses set forth in Exhibit III.

Article XXII.

Successors

This agreement shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the partners.

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Article XXIII.

Arbitration

Any controversy arising in relation to this agreement shall be settled by arbitration in the City of _________ pursuant to the then applicable rules of the American Arbitration Association.

Article XXIV.

Counterparts

This agreement may be executed in counterparts, each of which shall constitute an original of it.

Article XXV.

Accounting Year

The accounting year of the limited partnership shall be the calendar year.

Article XXVI.

Amendments

This agreement may be amended with the consent of limited partners entitled to _____% or more of the profits of the limited partnership.

Article XXVII.

Organizational Expenses

All expenses required for the formation of the limited partnership shall be paid by the limited partnership.

Article XXVIII.

Integration Clause

This agreement constitutes the final written expression of the parties' agreement, and any statements, oral or written, that differ from the terms of this agreement shall have no effect.

In witness of which, the parties have executed this agreement _________[date].

_________Limited Partners _________General Partners

[Acknowledgment]

GENERAL PARTNERSHIP AGREEMENT

OF

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_________[Name of Partnership] PARTNERSHIP

THIS GENERAL PARTNERSHIP AGREEMENT of _________[Name of Partnership], effective as of _________, _________[date], by and between _________[Name of Partner], a _________ ("_________") and _________[Name of Partner] a _________ ("_________").

ARTICLE I.

CERTAIN DEFINITIONS

The following terms used in this Agreement shall (unless otherwise expressly provided herein or unless the context otherwise requires) have the following respective meanings:

1.1. Act. The Revised Uniform Partnership Act (1994), as may be amended from time to time.

1.2. Affiliate. An Affiliate of a specified Person is (i) any Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with such specified person, (ii) any Person which is an officer, director, partner (other than a partner as a result of this Agreement) or trustee of, or serves in a similar capacity with respect to, such specified Person, (iii) any Person which is directly or indirectly the owner of more than ten percent (10%) of any class of equity securities of such specified Person, and (iv) the parents, siblings, children or spouse of such specified Person.

1.3. Agreement. This General Partnership Agreement as the same may be amended from time to time.

1.4. Available Cash. That sum of cash resulting from normal business operations of the Partnership, and from any other income or funds derived from Partnership property which the Partners [Managing Partner] reasonably determine[s] to be available for distribution to the Partners after payment of all cash expenditures, including, but not limited to, to the extent applicable, taxes, principal and interest payments on all Partnership indebtedness (including loans from any of the Partners and their Affiliates to the Partnership), insurance, brokerage fees, accounting and legal fees, supplies, ordinary and necessary business expenses and the setting aside of any amounts which the Partners [Managing Partner] reasonably determine[s] are necessary as a reserve for (to the extent applicable) operating expenses, contingencies and anticipated obligations.

1.5. Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with the following provisions:

1.5.1 To each Partner's Capital Account there shall be credited such Partner's Capital Contributions, such Partner's distributive share of Profits, and any items of income, gain, loss deduction or credit that are specially allocated pursuant to Article VIII hereof, and the amount of any Partnership liabilities that are assumed by such Partner or that are secured by any Partnership property distributed to such Partner.

1.5.2 To each Partner's Capital Account there shall be debited the amount of cash and the fair market value of any Partnership property distributed to such Partner pursuant to any provisions of this Agreement, such Partner's distributive share of Losses, and any items in the nature of expenses or losses that are specially allocated pursuant to Article VIII hereof, and the amount of any liabilities of such Partner that are assumed by the Partnership or that are secured by any property contributed by such Partner to the Partnership.

1.5.3 In the event that the book value of the Partnership assets is adjusted pursuant to the Code, the Capital Accounts of all Partners shall be adjusted simultaneously to reflect the aggregate net

269


adjustments as if the Partnership recognized Profit or Loss equal to the respective amounts of such aggregate net adjustments immediately before the event causing the adjustment to book value.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event the Partners [Managing Partner] reasonably determine[s] that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Treasury Regulations, the Partners [Managing Partner] may make such modification. The Partners [Managing Partner] shall adjust the amounts debited or credited to Capital Accounts with respect to (i) any property contributed to the Partnership or distributed to a Partner, and (ii) any liabilities that are secured by such contributed or distributed property or that are assumed by the Partnership or a Partner, in the event the Partners [Managing Partner] reasonably determine[s] that such adjustments are necessary or appropriate pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv). The Partners [Managing Partner] also shall make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b).

1.6. Capital Contribution. The amount in cash and the value of property contributed by the Partners to the equity of the Partnership, whether initial Capital Contributions in accordance with Section 6.2 hereof or additional Capital Contributions in accordance with Section 6.3 hereof. Any reference in this Agreement to the Capital Contribution of either a Partner or any permitted assignee of a Partner includes any Capital Contribution previously made by any prior Partner to whose Partnership Interest the then existing Partner or assignee succeeded.

1.7. Cash from Sales, Financing or Condemnation. The net cash realized by the Partnership by virtue of the sale, financing, refinancing, condemnation or disposition of the Partnership's property, in whole or in part, after repayment of applicable debt and the payment of all expenses and amounts required to be paid under the instruments evidencing or relating to such debt and all expenses related to the transaction and the retention of such amounts as the Partners [Managing Partner] may reasonably determine to be necessary as a reserve for (to the extent applicable) operating expenses, contingencies and anticipated obligations.

1.8. Code. The Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent revenue laws.

1.9. Distributions. Any cash or other property distributed to a Partner as a result of its ownership of Partnership Interests (or the assignee of a Partner's Transferable Interest as a result of its ownership of the Transferable Interest), including but not limited to distribution of Available Cash and distribution of Cash from Sales, Financing or Condemnation and distributions in complete or partial liquidation of the Partnership.

1.10. Managing Partner. [Name of Managing Partner].

1.11. Partner or Partners. [Name of Partner], [Name of Partner], and any substitute, successor or additional partners as provided herein.

1.12. Partnership. [Name of Partnership], a [name of State] general partnership.

1.13. Partnership Interest. All of a Partner's interest in the Partnership, including the Partner's Transferable Interest and all management and other rights.

1.14. Percentage Interest. The percentage interest of a Partner in the Partnership's allocation of Profits, Losses, Available Cash, Cash from Sales, Financing or Condemnation and capital of the Partnership, subject to the terms and conditions of this Agreement, and as set forth opposite its name on Schedule "A" attached hereto and incorporated herein by reference.

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1.15. Person. Any individual, corporation, business trust, estate, trust, partnership, limited partnership, association, joint venture, limited liability company, governmental subdivision, agency or instrumentality or any other legal or commercial entity.

1.16. Profits or Losses. For each fiscal year, an amount equal to the Partnership's taxable income or loss for such fiscal year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

1.16.1 Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section shall be added to such taxable income or loss;

1.16.2 Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv), and not otherwise taken into account in computing Profits or Losses pursuant to this Section, shall be subtracted from such taxable income or loss;

1.16.3 To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner's interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses; and

1.16.4 Notwithstanding any other provisions of this Section, any items which are specially allocated pursuant to Section 8.3 hereof shall not be taken into account in computing Profits or Losses.

The amounts of the items of Partnership income, gain, loss, or deduction available to be specially allocated pursuant to Section 8.3 hereof shall be determined by applying rules analogous to those set forth in this Section.

1.17. Treasury Regulations. Regulations of the United States Treasury Department pertaining to the income tax, as amended, and any successor provisions thereto.

1.18. Substitute Partner. A Person who succeeds to the Partnership Interest of any Partner, by sale, exchange, assignment or otherwise, and who has been substituted for such Partner, as provided herein but does not include the transferee of a Partner's Transferable Interest.

1.19. Transferable Interest. Only the Partner's share of Profits and Losses of the Partnership and right to receive Distributions.

ARTICLE II.

FORMATION OF PARTNERSHIP

2.1. Formation and Name. By this Agreement and pursuant to the Revised Uniform Partnership Act (1994), the Partners hereby agree to form a general partnership designated [Name of Partnership] or such other name as is approved by the Partners and such name shall be used at all times in connection with the Partnership's business and affairs. The Partners shall execute such assumed or fictitious name certificates as may be desirable or required by law to be filed in connection with the formation of the Partnership and shall cause such certificates to be filed in all appropriate public records.

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2.2. Term. The term of the Partnership shall commence on the date hereof and shall continue in existence until _________[date], unless sooner terminated as provided herein or by law.

[2.3. Partnership Registration Statement. The Partners shall execute and file with the Department of State of the State of [non-uniform State] a "Partnership Registration Statement" in the name of the Partnership in accordance with [a non-uniform statute] and amend and cancel such Partnership Registration Statement from time to time consistent with this Agreement.]

ARTICLE III.

BUSINESS OF THE PARTNERSHIP

The purpose and character of the business of the Partnership shall be to _________ and to engage in any and all activities related or incidental to carrying out the foregoing, and to conduct and engage in any and all activities permitted by law in furtherance of the business of the Partnership.

ARTICLE IV.

ADDRESS OF THE PARTIES

4.1. Principal Place of Business. The chief executive office and principal place of business of the Partnership shall be maintained at _________. The Partners may from time to time change such office and principal place of business. The Partners may establish additional places of business of the Partnership when and where required by the Partnership's business.

4.2. Partners' Addresses. The addresses of the Partners shall be those stated on Schedule "A" attached hereto and incorporated herein by reference. A Partner may change such address by written notice to the other Partners, which notice shall become effective upon receipt.

ARTICLE V.

TITLE

Title to all Partnership assets shall be in the name of the Partnership.

ARTICLE VI.

CONTRIBUTION TO CAPITAL AND STATUS OF PARTNERS

6.1. Amount of Capital. The capital of the Partnership shall be the total amount of Capital Contributions to the Partnership by the Partners.

6.2. Initial Capital Contribution by the Partners. Simultaneous with the execution of this Agreement, the Partners shall make the following contributions to the capital of the Partnership:

6.2.1 _________ —$_____; and

6.2.2 _________ —$_____.

6.3. Additional Capital Contributions. Each Partner hereby agrees that, in addition to its initial Capital Contribution under Section 6.2 hereof, it will contribute additional capital to the Partnership if the Partners determine, in their reasonable discretion, that such contributions are required to enable the Partnership to _________ as follows:

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[Insert Applicable Provision Regarding Additional Capital Contributions]

Such additional capital contributions shall be made by the Partners within twenty (20) business days after written notice is received by such Partner setting forth the amount of additional capital required.

6.4. Default in Obligations To Make Additional Capital Contributions.

[Insert Applicable Default Provision Regarding Failure To Make Additional Capital Contributions]

6.5. No Assessment on Partners. No Partner shall be assessed or be liable for additional Capital Contributions in excess of its stated initial Capital Contribution specified in Section 6.2 and any additional Capital Contributions required pursuant to Section 6.3.

6.6. Withdrawal and Return of Capital. No Partner shall have the right to withdraw any of its capital without the consent of all the Partners, except upon dissolution and liquidation of the Partnership. Upon circumstances requiring a return of any Capital Contribution, no Partner shall have the right to receive property other than cash except as may be specifically provided herein.

6.7. Capital Accounts. There shall be established on the books and records of the Partnership a Capital Account for each Partner. The Capital Account for each Partner shall at all times be maintained and adjusted according to the rules set forth in Section 1.704-1(b)(2)(iv) of the Treasury Regulations.

6.8. Representations and Warranties of Partners. Each of the Partners hereby represents and warrants to the other Partners that it (a) is duly organized, validly existing and in good standing under the laws of the state of its organization; (b) has duly executed and delivered this Agreement; and (c) has full right, power and authority to execute and deliver this Agreement and to perform each of its obligations hereunder.

ARTICLE VII.

DISTRIBUTIONS

7.1. Distributions of Available Cash and Cash from Sales, Financing or Condemnation. Distributions of Available Cash and Cash from Sales, Financing or Condemnation shall be made periodically at such intervals as shall be determined in the absolute discretion of the _________[Partners or Managing Partner]. Subject to the foregoing, such Distributions shall be allocated to the Partners in the following order of priority:

[Insert Applicable Provision for Distributions]

ARTICLE VIII.

ALLOCATION OF PROFITS AND LOSSES FOR INCOME TAX AND ACCOUNTING PURPOSES

8.1. Allocation of Profits. All Profits for accounting purposes, taxable income and gains from sales or exchanges of property (net of losses) for each fiscal year, shall be allocated, on an annual or more frequent basis as determined by the Code and Treasury Regulations promulgated thereunder, to each Partner, in the following order of priority:

[Insert Applicable Provision for Allocation of Profits]

8.2. Allocation of Losses. All Losses, losses for accounting purposes, taxable loss and losses from sales or exchanges of property (net of gains) for each fiscal year shall be allocated, on an annual or more

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frequent basis as determined by the Code and Treasury Regulations promulgated thereunder, to each Partner in the following order of priority:

[Insert Applicable Provision for Allocation of Losses]

Notwithstanding the foregoing, the Losses shall be allocated among the Partners such that the Losses allocated to any Partner pursuant to this Section shall, to the extent possible, not exceed the maximum amount of Losses that can be allocated without causing such Partner to have a negative Capital Account at the end of the fiscal year.

8.3. Special Allocations.

[Insert Any Applicable Provisions for Special Allocations of Profits and Losses and Items Thereof]

8.4. 704(c) Allocations. Any income, gain, loss or deduction with respect to property contributed to the Partnership by a Partner (as required under Code Section 704(c)) will, solely for tax purposes, be allocated among the Partners to take into account the variations between the basis of property contributed to the Partnership and the fair market value of such property in the manner provided in Code Section 704(c). Any elections or other decisions relating to such allocations shall be made by the Partners [Managing Partner] in any manner which reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 8.4 shall be solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account, in computing a Partner's Capital Account or share of Profits, Losses or other items or Distributions pursuant to any provision of this Agreement.

ARTICLE IX.

MANAGEMENT OF THE PARTNERSHIP

9.1. Managing Partner; Rights, Power and Authority. Subject to the limitations and provisions set forth herein, the Managing Partner shall have full, exclusive and complete authority and discretion in the management and control of the Partnership business for the purposes herein stated and shall make all decisions affecting the business of the Partnership. No other Partner shall have the rights, power or authority granted in this Section 9.1. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the Managing Partner. Subject to the limitations and provisions set forth herein, the Managing Partner is hereby granted the right, power and authority to do on behalf of the Partnership all things which, in the Managing Partner's sole judgment and discretion, are necessary, proper, or desirable in connection with its role and function as Managing Partner of the Partnership. Further, the Managing Partner shall have all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law, and any action taken by the Managing Partner permitted by this Agreement shall constitute an act of and serve to bind the Partnership.

9.2. Matters Requiring Joint Decision of the Partners. Notwithstanding the rights, power and authority given to the Managing Partner pursuant to Section 9.1 hereof, the rights, power and authority of the Managing Partner shall not include the activities set forth in this Section 9.2 or any other provision of this Agreement requiring the consent or approval of each Partner, which shall be expressly retained for the [unanimous] decision of the Partners and shall be subject to the [unanimous] written approval of the Partners:

[Insert Any Provision Restricting Authority of Managing Partner]

9.3. Vote of Partners. Each Partner shall have an equal vote with respect to the matters set forth in Section 9.2 hereof and all other matters requiring the approval, consent or other determination of the Partners, irrespective of the Partners' respective Percentage Interests.

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9.4. Removal of Managing Partner. _________ may be removed as the Managing Partner and _________ substituted as the Managing Partner upon _________.

[Insert Events or Conditions Requiring Removal of Managing Partner]

9.5. Duties and Obligations of the Partners.

9.5.1 The Partners shall take all actions which may be necessary or appropriate for the continuation of the Partnership's valid existence as a general partnership under the laws of the State of _________[name of state].

9.5.2 Each of the Partners shall devote to the Partnership such time as may be necessary for the proper performance of its duties hereunder. Nothing herein shall prohibit the Partners and their respective Affiliates from engaging in any other business activities during the term of the Partnership, including activities which may be competitive with the Partnership, and nothing shall give the other Partners any interest in any such competitive activities.

9.5.3 The Partners shall, in connection with the performance of their duties hereunder, comply, and shall cause the Partnership to comply, in all respects with the laws of the United States, the State of _________[name of State] and any other applicable jurisdiction, and with the rules and regulations of any governmental Person promulgated thereunder.

9.6. A Partner's Duty of Loyalty. Each Partner agrees: (a) to account to the Partnership and hold as trustee for the Partnership any property, profit or benefit derived by such Partner in the conduct and winding up of the Partnership business or derived from a use by the Partner of Partnership property, including the appropriation of a Partnership opportunity, and (b) to refrain from dealing with the Partnership in the conduct or winding up of the Partnership business as or on behalf of a party having an interest adverse to the Partnership.

9.7. Indemnification of the Partners. Neither of the Partners nor any of their respective Affiliates shall be liable to the Partnership or any Partner for any loss or liability incurred in connection with any act performed or omitted in accordance with the terms of this Agreement, nor for negligence, except for any loss or liability incurred in connection with the fraud, gross negligence or reckless conduct, intentional misconduct or knowing violation of the law or this Agreement of such Partner. The Partnership shall, to the fullest extent permitted by law, but only to the extent of the assets of the Partnership, and without recourse to the separate assets of the Partners, indemnify and save harmless each of the Partners from and against any and all liability, loss, cost, expense or damage incurred or sustained by reason of any act or omission in the conduct of the business of the Partnership, regardless of whether acting pursuant to its discretionary or explicit authority hereunder, except any incurred in connection with its fraud, gross negligence or reckless conduct, intentional misconduct or knowing violation of the law or this Agreement. In particular, and without limitation of the foregoing, each of the Partners shall be entitled to indemnification by the Partnership against the reasonable expenses, including attorneys' fees actually and necessarily incurred by such Partner or Affiliates, in connection with the defense of any suit or action to which such Partner or its Affiliates are made a party by reason of its position as a Partner or an affiliate of such Partner herein, to the fullest extent permitted under the provisions of this Agreement, the Act or any other applicable statute. Nothing herein shall make any affiliate of a Partner liable in any way for the acts, omissions, obligations or liabilities of a Partner.

9.8. Statement of Partnership Authority. The Partners shall execute and file a "Statement of Partnership Authority" in the name of the Partnership pursuant to Section 303 of the Act which shall state (a) the names of the Partners authorized to execute an instrument transferring real property in the name of the Partnership, if any, and (b) the authority, or limitations on the authority of some or all of the Partners to enter into other transactions on behalf of the Partnership pursuant to Article IX of this Agreement, and any other matter. The Statement of Partnership Authority shall be filed with the Department of State of the State of _________[name of State] and in the office for recording transfers of real property in each county in which

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the Partnership owns real property, if any. The Partners shall amend or cancel such Statement of Partnership Authority from time to time consistent with this Agreement. Each Partner hereby agrees not to file a "Statement of Denial" pursuant to Section 304 of the Act denying any fact which would be inconsistent with the authority granted to a Partner pursuant to this Agreement.

ARTICLE X.

DISPOSITION OF PARTNERSHIP INTERESTS

10.1. Restrictions.

10.1.1 No Partner may sell, hypothecate, pledge, transfer, assign or otherwise dispose of its Partnership Interest without the prior written consent of the other Partner, which consent may be withheld in the other Partner's absolute discretion. For the purposes of this Agreement, the transfer, directly or indirectly, of fifty percent (50%) or more of the stock or other ownership interest in a Partner shall be a prohibited disposition. Notwithstanding the foregoing provisions of this Subsection 10.1.1, a Partner shall be permitted to transfer its Partnership Interest or the stock or other ownership interest in such Partner to an Affiliate of such Partner for estate planning purposes without the consent of the other Partner.

10.1.2 No offer, sale, hypothecation pledge, transfer, assignment, or other disposition of any Partnership Interest may be made unless the Partners shall have received an opinion of counsel satisfactory to them that such proposed disposition (i) may be effected without registration of the Partnership Interest under the Securities Act of 1933, as amended, (ii) would not be in violation of any securities laws (including investment suitability standards) of any jurisdiction applicable to the Partnership, and (iii) would not result in the termination of the Partnership under Code Section 708.

10.1.3 Nothing contained in this Article X shall be deemed to prohibit any Partner from transferring to any Person its Transferable Interest; provided that no such assignment of a Partner's Transferable Interest shall entitle the transferee to become a Partner, to interfere or otherwise participate in the management or conduct of the affairs or business of the Partnership, to require access to any information on account of Partnership transactions or to inspect the books and records of the Partnership. The transferee Partner's sole connection with or rights against the Partnership or any other Partner is (i) to receive, in accordance with the transfer, Distributions to which the transferor would otherwise be entitled and (ii) to receive, upon dissolution and winding up of the Partnership business, in accordance with the transfer, an account of Partnership transactions only from the date of the latest account agreed to by all of the Partners and the net amount otherwise distributable to the transferor. The transferor Partner retains the rights and duties of a Partner other than with respect to the Transferable Interest so transferred and is not relieved of its liability as a Partner under this Agreement or the Act. The Partnership shall, upon receipt of written notice of transfer of the Partner's Transferable Interest, allocate all further Profits and Losses and make all further Distributions so transferred to the transferee for such times as the Transferable Interest is transferred on the Partnership's books in accordance with this provision. The Partnership shall not give effect to the transfer of a Partner's Transferable Interest until it has received written notice of such transfer which notice shall include the name and address of the transferee and the effective date of the transfer.

10.2. Admission of Substitute Partner.

10.2.1 Subject to the other provisions of this Article X, an assignee of the Partnership Interest of a Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Partnership Interest) shall be deemed admitted as a Substitute Partner of the Partnership only upon the satisfactory completion of the following:

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10.2.1.1 Consent of the other Partners (which may be given or withheld in the other Partner's sole discretion) shall have been given, which consent may be evidenced by the execution by the other Partners of a certificate evidencing the admission of such person as a Partner.

10.2.1.2 The assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart thereof, and such other documents or instruments as the Partners may reasonably require in order to accomplish the admission of such person as a Partner.

10.2.1.3 If the assignee is not an individual, the assignee shall have provided the Partners with evidence satisfactory to counsel for the Partnership of its authority to become a Partner under the terms and provisions of this Agreement.

10.2.1.4 The assignee shall have paid all reasonable legal fees and administrative costs of the Partnership and the Partners and filing and publication costs in connection with its substitution as a Partner.

10.2.2 Upon the satisfactory completion of the requirements described in Section 10.2.1 for the admission of a Substitute Partner, as determined by the Partners in their reasonable discretion, a Substitute Partner shall be treated as a Partner for all purposes of this Agreement commencing the first day of the next following calendar month. Any Person so admitted to the Partnership as a Partner shall be subject to all provisions of this Agreement as if originally a party hereto but such Substitute Partner's liabilities hereunder shall commence to accrue as of the date such Substitute Partner is admitted to the Partnership. The Partnership shall, upon substitution of a Partner, pursuant to the provisions of this Section 10.2, thereafter allocate all further Profits and Losses and make all further Distributions on account of the Partnership Interest so assigned to the assignee for such time as the interest is transferred on the Partnership books in accordance with the above provisions.

10.3. Rights of Assignee of Partnership Interest of a Partner.

10.3.1 Subject to the provisions of Section 10.1 hereof, and except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Partner of its Partnership Interest until the Partnership has received notice thereof, which notice must include such information and documentation with respect to the assignment as the Partners may require.

10.3.2 Any person who is the assignee of all or any portion of a Partner's Partnership Interest, but does not become a Substitute Partner, and desires to make a further assignment of such Partnership Interest, shall be subject to all the provisions of this Article X to the same extent and in the same manner as any Partner desiring to make an assignment of its Partnership Interest.

10.3.3 An assignee who has not been substituted as a Partner shall not be counted for purposes of any matter requiring the consent of the Partners.

10.4. Contravention Voids Assignment. Any sale, hypothecation, pledge, transfer, assignment or other disposition in contravention of this Agreement shall be void and ineffective and shall not bind or be recognized by the Partnership.

ARTICLE XI.

DISSOCIATION OF A PARTNER

11.1. Dissociation. A Partner is dissociated from the Partnership upon the occurrence of any of the following events:

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11.1.1 The Partnership having received written notice of the Partner's express will to immediately withdraw as a partner or withdraw on a later date specified by the Partner;

11.1.2 The Partner's expulsion by a unanimous vote of the other partners if:

11.1.2.1 It is unlawful to carry on the Partnership business with such Partner;

11.1.2.2 There has been a transfer of all or substantially all of such Partner's Transferable Interest in the Partnership other than a permitted transfer for security purposes, or a court order charging the Partner's Partnership Interest, which has not been foreclosed;

11.1.2.3 Within 90 days after the Partnership notifies a corporate Partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of the corporate Partner's charter or the corporate Partner's right to conduct business; or

11.1.2.4 A partnership that is a Partner has been dissolved and its business is being wound up;

11.1.3 On application by the Partnership or another Partner, the Partner's expulsion by judicial determination because:

11.1.3.1 The Partner engaged in wrongful conduct that adversely and materially affected the Partnership's business;

11.1.3.2 The Partner willfully or persistently committed a material breach of the Agreement or of a duty owed to the Partnership or the other Partners under Sections 9.6 or 14.5 hereof;

11.1.3.3 The Partner engaged in conduct relating to the Partnership's business which makes it not reasonably practicable to carry on the business in partnership with the Partner;

11.1.4 The Partner's:

11.1.4.1 Becoming a debtor in bankruptcy;

11.1.4.2 Executing an assignment for the benefit of creditors;

11.1.4.3 Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of such Partner or of all or substantially all of such Partner's property; or

11.1.4.4 Failing, within 90 days after appointment, to have vacated or have stayed the appointment of a trustee, receiver or liquidator of the Partner or of all or substantially all of the Partner's property obtained without the Partner's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

11.1.5 In the case of a Partner who is an individual:

11.1.5.1 The Partner's death;

11.1.5.2 The appointment of a guardian or general conservator for the Partner; or

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11.1.5.3 A judicial determination that the Partner has otherwise become incapable of performing the Partner's duties under the Agreement;

11.1.6 In the case of a Partner that is a trust or is acting as a Partner by virtue of being a trustee of a trust, distribution of the trust's entire Transferable Interest in the Partnership, but not merely by reason of the substitution of a successor trustee;

11.1.7 In the case of a Partner that is an estate or is acting as a Partner by virtue of being a personal representative of an estate, distribution of the estate's entire Transferable Interest in the Partnership, but not merely by reason of the substitution of a successor personal representative;

11.1.8 Termination of a Partner who is not an individual, partnership, corporation, trust, or estate; or

11.1.9 The Partner's direct or indirect transfer of all or any portion of its Partnership Interest in violation of Section 10.1 hereof.

11.2. Purchase of Dissociated Partner's Partnership Interest.

11.2.1 If a Partner is dissociated from the Partnership without resulting in a dissolution and winding up of the Partnership business under Section 11.1 hereof, the Partnership shall cause the dissociated Partner's Partnership Interest to be purchased for a "Buyout Price" determined pursuant to Section 11.2.2. hereof.

11.2.2 The Buyout Price of a dissociated Partner's Partnership Interest is the amount that would have been distributable to the dissociating Partner under Section 12.3.3 hereof if, on the date of dissociation, the assets of the Partnership were sold at a price equal to the greater of the liquidation value of the assets or the value of the assets based upon a sale of the entire business as a going concern without having the dissociated Partner and the Partnership wind up as of such date. Interest shall be paid from the date of the Partner's dissociation to the date of payment of the Buyout Price.

11.2.3 Damages for wrongful dissociation under Section 11.3 hereof, and all other amounts owing, whether or not presently due, from the dissociated Partner to the Partnership, shall be offset against the Buyout Price. Interest shall be paid from the date the amount owed by the dissociated Partner becomes due to the date of payment.

11.2.4 A Partnership shall indemnify a dissociated Partner whose interest is being purchased against all Partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated Partner.

11.2.5 If no agreement for the Buyout Price to be paid for the purchase of a dissociated Partner's Partnership Interest is reached within 120 days after a written demand for payment, the Partnership shall pay, or cause to be paid, in cash to the dissociated Partner the amount the Partnership estimates to be the Buyout Price and accrued interest, reduced by any offsets and accrued interest under Section 11.2.3 hereof.

11.2.6 If a deferred payment is authorized under Section 11.2.8 hereof, the Partnership may tender a written offer to pay the amount it estimates to be the Buyout Price and accrued interest, reduced by any offsets under Section 11.2.3 hereof, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.

11.2.7 The payment or tender required by Sections 11.2.5 or 11.2.6 hereof must be accompanied by the following:

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11.2.7.1 A statement of Partnership assets and liabilities as of the date of dissociation;

11.2.7.2 The latest available Partnership balance sheet and income statement, if any;

11.2.7.3 An explanation of how the estimated amount of the payment was calculated; and

11.2.7.4 Written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated Partner commences an action to determine the Buyout Price, any offsets under Section 11.2.3 hereof, or other terms of the obligation to purchase.

11.2.8 A Partner who wrongfully dissociates is not entitled to payment of any portion of the Buyout Price until the expiration of the term of the Partnership or completion of the undertaking, unless the Partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the Partnership. A deferred payment must be adequately secured and shall bear interest.

11.2.9 A dissociated Partner may maintain an action against the Partnership to determine the Buyout Price of its Partnership Interest, any offsets under Section 11.2.3 hereof, or other terms of the obligation to purchase. The action must be commenced within 120 days after the Partnership has tendered payment or an offer to pay or within 1 year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the Buyout Price of the dissociated Partner's Partnership Interest, any offset due under Section 11.2.3 hereof, and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under Section 11.2.8 hereof, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the Partnership's failure to tender payment or an offer to pay or to comply with Section 11.2.7.

11.3. Wrongful Dissociation.

11.3.1 Each Partner hereby agrees not to voluntarily dissociate without the consent of all of the other Partners. Accordingly, a Partner's dissociation is wrongful if, before the expiration of the term of this Agreement, the Partner:

11.3.1.1 Withdraws by express will, unless the withdrawal follows within 90 days after another Partner's dissociation under Sections 11.1.4 through 11.1.8 hereof or wrongful dissociation under this Section;

11.3.1.2 Is expelled by judicial determination under Section 11.1.3 hereof; or

11.3.1.3 Directly or indirectly transfers all or any portion of its Partnership Interest in violation of Section 10.1 hereof.

11.3.2 A Partner who wrongfully dissociates is liable to the Partnership and to the other Partners for damages caused by dissociation. This liability is in addition to any other obligation of such Partner to the Partnership or the other Partners.

11.4. Effect of Dissolution. A Partner's right to participate in the management and conduct of the Partnership terminates upon its dissociation with the Partnership except that a Partner who has not wrongfully dissociated may, after dissolution of the Partnership, participate in winding up the Partnership's business.

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11.5. Statement of Dissociation. The Partnership shall file a "Statement of Dissociation" under Section 704 of the Act after the dissociation of a Partner. The Statement of Dissociation shall be filed with the Department of State of the State of _________[name of State] and in the Office for recording transfers of real property in each county in which the Partnership owns real property, if any.

ARTICLE XII.

DISSOLUTION

12.1. Dissolution. The Partnership shall be dissolved and terminated upon the earliest to occur of the following:

12.1.1 The expiration of ninety (90) days after a Partner's dissociation under Sections 11.1.4 through 11.1.8 or by wrongful dissociation under Section 11.3, unless before such time a majority in interest of the remaining Partners agree to continue the Partnership;

12.1.2 The Partners mutually agree in writing to terminate the Partnership;

12.1.3 The expiration of the term of the Partnership;

12.1.4 The sale or other disposition of all or substantially all of the Partnership assets by the Partnership;

12.1.5 An event which makes it unlawful for all or substantially all of the business of the Partnership to be continued which is not cured within ninety (90) days after notice to the Partnership of such event; or

12.1.6 Entry of a decree of judicial determination of dissolution under the Act.

12.2. Effective Date of Dissolution. Dissolution of the Partnership shall be effective on the earlier of _________, 19__, or the day on which the event occurs giving rise to the dissolution, but the Partnership shall not terminate until the assets of the Partnership shall have been distributed as provided in Section 12.3.3 below. Notwithstanding the dissolution of the Partnership, prior to the termination of the Partnership, as aforesaid, the business of the Partnership and the affairs of the Partners, as such, shall continue to be governed by this Agreement.

12.3. Procedure in Dissolution and Liquidation.

12.3.1 Winding up. Upon dissolution of the Partnership pursuant to Section 12.1 hereof, the Partnership shall immediately commence to wind up its affairs and the Partners shall proceed with reasonable promptness to liquidate the business of the Partnership.

12.3.2 Management Rights During Winding up. During the period of the winding up of the affairs of the Partnership, the rights and obligations of the Partners, except a Partner who has wrongfully dissociated, set forth herein with respect to the management of the Partnership shall continue. For purposes of winding up, the Partners shall continue to act as such and shall make all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of Partnership assets in accordance with the terms of this Agreement.

12.3.3 Liquidation. Upon dissolution of the Partnership, the Partners, other than a Partner who has wrongfully dissociated, shall wind up the affairs of the Partnership and apply and distribute its assets or the proceeds thereof as contemplated by this Agreement. As soon as possible after the dissolution of the Partnership, a full account of the assets and liabilities of the Partnership shall be taken, and a statement shall be prepared by the independent certified public accountants then acting for the Partnership, setting

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forth the assets and liabilities of the Partnership. A copy of such statement shall be furnished to each of the Partners within thirty (30) days after such dissolution. Thereafter, the Partners, other than a Partner who has wrongfully dissociated, shall, in their sole and absolute discretion, either liquidate the Partnership's assets as promptly as is consistent with obtaining, insofar as possible, the fair market value thereof or determine to distribute all or part of the assets in kind. Any proceeds from liquidation, together with any assets which the Partners, other than a Partner who has wrongfully dissociated, determine to distribute in kind, shall be applied in the following order:

12.3.3.1 First, the expenses of liquidation and the debts of the Partnership. Any reserves shall be established or continued which the Partners may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership or its liquidation. Such reserves shall be held by the Partnership for the purpose of disbursement in payment of any of the aforementioned contingencies, and at the expiration of such period as the Partners shall deem advisable, the Partnership shall distribute the balance thereafter remaining in the manner provided in the following subdivisions of this Article; and

12.3.3.2 Then, to the Partners pro rata in accordance with the positive Capital Account balances of the Partners.

Any assets of the Partnership to be distributed in kind shall be distributed on the basis of the fair market value thereof and may be distributed to any Partner entitled to any interest in such assets as a tenant-in-common with all other Partners so entitled.

In addition, no Partner shall be required to contribute any amounts to the Partnership solely by reason of a deficit balance in such Partner's Capital Account upon liquidation of such Partner's Interest in the Partnership.

12.4. Statement of Dissolution. After dissolution, Partners, other than a Partner who has wrongfully dissociated, shall file a Statement of Dissolution pursuant to Section 805(a) of the Act.

12.5. Termination. Upon the completion of the distribution of Partnership assets as provided in this Section 12.4, the Partners shall take such other actions as may be necessary to terminate completely the Partnership.

ARTICLE XIII.

BOOKS AND RECORDS: REPORTS

13.1. Books and Records. The Managing Partner shall maintain on behalf of the Partnership adequate books and records of the Partnership at the chief executive office of the Partnership, setting forth a true and accurate account of all business transactions arising out of and in connection with the conduct of the Partnership. Any Partner or its designated representative shall have the right during ordinary business hours of the Partnership to have access to and inspect and copy the contents of said books or records. The Partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

13.2. Reports. Each Partner shall be furnished quarterly by the Partnership with (i) [annual] [unaudited] financial statements for the [fiscal year] then ended within _________ (_________) days of such [fiscal year-end], which shall be prepared in accordance with generally accepted accounting principles by an independent certified public accountant, and (ii) a report of the activities of the Partnership during the period covered by the report.

13.3. Tax Information. Necessary tax information for the preparation of the Partners' federal income tax returns shall be delivered to the Partners on an annual basis. Every reasonable effort shall be made by the

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Partners to cause the Partnership to furnish such information within [90] days after the end of the Partnership's fiscal year. The tax returns of the Partnership shall be approved by the Partners.

13.4. Tax Election. All tax elections on behalf of the Partnership may be made or rescinded in the discretion of the Partners, including, but not limited to, election under Section 754 of the Code on behalf of the Partnership. Adjustments available under Section 743 of the Code as a result of such election shall be taken into account by the Partners affected thereby on their individual Federal income tax returns and by the Partnership and shall not be taken into account in computing the Profits and Losses of the Partnership for purposes of this Agreement.

13.5. Tax Controversies. Should there be any controversy with the Internal Revenue Service or any other taxing authority involving the Partnership or an individual Partner or Partners as a result of being a Partner in the Partnership, the outcome of which may adversely affect the Partnership either directly or indirectly, the Partnership may incur expenses it deems necessary and advisable in the interest of the Partnership to oppose such proposed deficiency, including, without limitation, attorneys' and accountants' fees. The Managing Partner shall act as the "Tax Matters Partner" as defined under Section 6231(a)(7) of the Code; provided, however, that all decisions relating to settling or refusing to settle any controversy with the Internal Revenue Service shall be approved by the Partners.

13.6. Fiscal Year. The fiscal year of the Partnership for both accounting and federal income tax purposes shall be the calendar year. For accounting and federal income tax purposes, the Partnership shall report its operations and profits and losses in accordance with the method determined by the Partners.

ARTICLE XIV.

GENERAL PROVISIONS

14.1. Notices. Any notice to be given under this Agreement shall be made in writing and shall be deemed to be given when delivered by U.S. registered or certified mail, return receipt requested, or hand delivery or overnight delivery service to the party at its address. Notice may be given by telecopy provided a hard copy of such notice is mailed in accordance with this Section on the next business day following such telecopy delivery. The addresses of the Partners for this purpose shall be those stated on Schedule "A" attached hereto and incorporated herein by reference (or such other address as they shall supply for such purposes to the other parties hereto).

14.2. Governing Law; Venue. This Agreement shall be governed and construed in accordance with the laws of the State of _________[name of State], both substantive and remedial.

14.3. Conflict with the Act. Except as otherwise provided in Section 103(b) of the Act, in the event of any conflict between the terms of this Agreement and the Act, the terms of this Agreement shall control.

14.4. Survival of Rights. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Partners and their personal representative, successors and assigns.

14.5. Dealings in Good Faith; Best Efforts. Each Partner hereby agrees to discharge its duties to the Partnership and the other Partners under this Agreement and the Act and exercise any rights consistently with the obligation of good faith and fair dealing. Each Partner further agrees to use its best efforts to ensure that the purposes of this Agreement are realized and to take all steps as are reasonable in order to implement the operational provisions of this Agreement. Each Partner agrees to execute, deliver and file any document or instrument necessary or advisable to realize the purposes of this Agreement.

14.6. Additional Partners. Each substitute, additional or successor Partner shall become a signatory hereof by signing such number of counterparts of this Agreement and such other instrument or instruments, and in such manner, as the Managing Partner shall determine. By so signing, each substitute, additional or

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successor Partner, as the case may be, shall be deemed to have adopted and to have agreed to be bound by all the provisions of this Agreement; provided, however, that no such counterpart shall be binding until the provisions of Article X hereof, as applicable, shall have been satisfied.

14.7. Validity. In the event that any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.

14.8. Integrated Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions, representations or warranties among the parties other than those set forth herein or herein provided for.

14.9. Agreements in Counterparts. This Agreement may be executed in several counterparts, and as executed shall constitute one Agreement, binding on all the parties hereto, notwithstanding that all the parties are not signatory to the original or to the same counterpart.

14.10. Headings. The headings, titles and subtitles used in this Agreement are inserted only for convenience of reference and shall not control or affect the meaning or construction of any of the provisions hereof.

14.11. Gender. Words of the masculine or neuter gender shall be deemed and construed to include correlative words of the masculine, feminine and neuter genders.

14.12. Attorneys' Fees. In the event any Partner institutes legal proceedings in connection with, or for the enforcement of, this Agreement, the prevailing party shall be entitled to recover and be reimbursed its cost of arbitration and suit, including reasonable costs associated with the arbitration, attorneys' fees, paralegals' fees and legal assistants' fees, at both trial and appellate levels, from the non-prevailing party.

14.13. No Third Party Beneficiary. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person, firm, corporation, Partnership, association or other entity, other than the parties hereto and their respective legal representatives and permitted successors and assigns, any rights or remedies under or by reason of this Agreement.

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

PARTNERS:

____________

____________

SCHEDULE A.

PARTNERS' NAMES, ADDRESSES AND PERCENTAGE INTERESTS

Name Address % Interest ................................................ ................................................ ................................................

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Employment agreement.

This agreement, entered into _________[date], between _________, having its principal place of business at _________, known as employer, and _________, known as employee.

In consideration of the offer by the employer of prospective or continued employment of the employee, and in further consideration of the mutual promises and agreements contained in this agreement, employer agrees to employ or continue to employ employee, and employee agrees to work or continue to work for employer, under the terms and conditions set forth as follows:

1. The period of employment under the terms of this agreement shall commence on _________[date] and shall continue for the term of employment.

2. The place where the employment services are to be performed is at the employer's principal place of business in _________ and, from time to time, in such other places as may be required by the best interests of the employer.

3. Employer shall compensate employee for work performed at the prevailing rates established by employer from time to time for the same work performed by other agents, servants, or employees of employer, taking into consideration employee's comparable abilities, skills, education, experience, length of service, job performance, and the like.

4. Employer shall not discriminate against employee on the basis of age, sex, race, creed, color, or national origin.

5. Employee agrees that during the term of employment he [she] will well, faithfully, diligently, and to the utmost of his [her] ability do and perform such acts and duties in connection with the employment as may be specified and required by employer from time to time.

6. Employee agrees that during the term of this agreement he [she] will not engage in or become interested in any other business, calling or enterprise which will require his [her] personal attendance during business hours and will not, at any time, engage in or become interested in any business, calling or enterprise which is or may be contrary to or in competition with the interest, welfare or benefit of the employer.

7. Employee recognizes that employer has and will continue to develop techniques and methods to produce data processing services for its customers and employer regards its techniques and methods as its trade secrets; and employee agrees that he [she] will not, directly or indirectly, during the course of his [her] employment and forever thereafter upon termination of this employment for any reason whatsoever, divulge to any other person, firm or corporation, without employer's consent any information acquired by employee by any means whatsoever during his [her] employment by employer, relating to or concerning any phase of employer's or his [her] customers' business or operations.

8. Employee further agrees that he [she] will not, directly or indirectly, during the course of his [her] employment and forever thereafter upon termination of this employment for any reason whatsoever, solicit the trade or patronage of any of the customers or prospective customers of the employer or of anyone who has previously traded and dealt with the employer, regardless of the location of the customers or prospective customers of the employer throughout the United States, with respect to any of the services, products, trade secrets, or other matters of the employer as mentioned in this agreement.

9. Employee agrees that during the term of employment by employer, and for two years after the termination of employment for any reason whatsoever, employee will not, directly or indirectly, individually, or as a partner, stockholder, director, officer, principal, agent, employee, or in any other

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capacity or relation, enter into any business or employment in competition with the employer within the following geographical areas: _________[insert description of geographical boundaries].

10. Employee, at the expiration of his [her] employment for any reason whatsoever, shall surrender and deliver to employer all documents, correspondence and any other data, of any type whatsoever, emanating from employer or any of its agents, servants, employees, suppliers, and existing or potential customers, that came into employee's possession, by any means whatsoever, during the course of employment.

11. Employee agrees that he [she] will not, at the expiration of his [her] employment for any reason whatsoever, directly or indirectly, individually or on behalf of persons not now parties to this agreement, aid or endeavor to solicit or induce the remaining employees of employer to leave their employment with employer in order to accept employment with another person, firm or corporation.

12. Employee declares that he [she] is now not under any prior contractual or other obligation whatsoever to any third party or former employer, not a party to this agreement, which renders this employment by employer inconsistent with the limits imposed by paid prior contractual or other obligation, except as may be more fully described in paragraph 17.

13. Employer has the right to terminate this agreement at any time without notice on the basis of employee's incompetence, inefficiency, misconduct, on or off the job, dissipation, inattention to business, in fraction of the rules of employer, or noncompliance with the provisions of this agreement.

14. This contract shall be governed by the laws of the State of _________ both as to interpretation and performance. If any questions should arise between the parties as to construction and enforcement of this agreement, the parties agree that the questions shall be submitted for decision to the _________[state] courts and their decisions shall be final.

15. Both parties agree that the provisions of this agreement are severable and should any of its provisions, clauses, or portions of the provisions or clauses, be deemed invalid and of no force and effect, then only that provision, clause or portion of the provision or clause, shall fail and the remainder of this agreement shall be of full force and effect.

16. This contract, and written amendments to the contract, contain all the terms and conditions agreed upon by the parties, and no other agreements, oral or otherwise, regarding the subject matter of this contract shall be deemed to exist or to bind any of the parties. All previous communications, representations, warranties, promises, conditions or agreements of any kind or nature whatsoever shall not be binding upon the parties unless incorporated into this agreement directly or by reference. This contract covers and includes the entire agreement between the parties.

17. Additional provisions: [if needed].

In witness of these things, the parties, individually and by their respective and duly authorized officers, have set their names and seals, at _________ all as of the day and date first written above.

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Automobile—In general.

This automobile lease made _________[Date], between _________, having its principal place of business in _________, _________, lessor, and _________, lessee states as follows:

1. Lessor leases to the lessee and the lessee hires and takes from lessor for a term of _________ months one or more automobiles at the rental and with the equipment, specified on the schedule or schedules attached here and made a part of this agreement. The term and rental shall commence on the date each respective automobile is delivered to lessee and the rental shall continue until the automobile is returned to lessor as subsequently provided.

2. Lessor agrees that:

(A). Lessor on reasonable notice will replace any automobile leased under this agreement which shall be stolen, become unfit for operation or which shall have been operated by the lessee for _________ months.

(B). Lessor will furnish license plates registered in its name under the laws of the state of _________ in which the leased automobile is to be kept.

(C). Lessor will maintain or cause to be maintained in good working condition each automobile leased here. Nothing in this agreement, however, shall require lessor to provide or pay for, or cause to be provided or paid for, any gasoline, oil, antifreeze, washing or storage for any automobile leased under this agreement.

(D). Lessor will reimburse lessee for the cost of any inspection of any automobile leased under this agreement required by laws of the state of _________.

3. Lessee agrees that:

(A). Lessee will pay to lessor at _________ street, _________, _________, the rental of each automobile then leased under this agreement on the first day of each and every calendar month. The rental for the first and last month of the term, unless the term starts on the first day of the month and ends on the first day of the month, shall be apportioned on the basis which the number of days of the term in the month bears to the whole number of days in such month.

(B). Lessee will pay or cause to be paid any sales, use or similar tax, or any tax exclusive of income tax, which is now or which may subsequently be imposed on the letting of any automobile under this agreement or the use and/or operation of any automobile leased under this agreement.

(C). Each automobile leased under this agreement will be used and operated in a careful manner and lessee will pay or cause to be paid any fines imposed by any governmental authority levied upon any automobile leased under this agreement and its respective driver as the result of any act or omission during the term the automobile is leased under this agreement.

(D). Lessee will not use or allow any automobile leased under this agreement to be used for any illegal purpose and will reimburse lessor for any automobile leased under this agreement which is confiscated and for expenses incurred as a result of any confiscation or attempted confiscation by any governmental authority whatsoever, whenever such confiscation and expenses or either is caused by the illegal use of such automobile while the automobile is leased under this agreement.

(E). Lessee will keep and maintain each automobile leased under this agreement in good running order and will see that the automobiles are in good repair and properly serviced and greased at the expense of lessor.

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(F). Immediately on the discovery of the need of any repair or servicing or otherwise of any automobile leased under this agreement lessee shall cause such automobile to be taken to an authorized service station of the manufacturer of such automobile. The cost of such repair may be deducted by the lessee from the next rental payment due lessor under this agreement provided lessee shall make no repairs the cost of which shall exceed $_____ without the written consent of lessor first obtained. At the time of making such deduction, lessee shall provide lessor with an itemized invoice evidencing payment for the repairs for which such deduction is claimed.

(G). Any automobile leased under this agreement will be examined at such time and place as may be required by the constituted authorities having jurisdiction and lessor shall reimburse lessee for any fees required for such examination if provided with the official receipt.

(H). Any automobile leased under this agreement will be kept and maintained in a garage or other covered storage space except when in use.

(I). Lessee at his [or her] expense will provide all gasoline, oil, antifreeze, washing, storing and garaging for any automobile leased under this agreement.

(J). Lessee will be liable, and pay lessor for all damage or loss to any automobile leased under this agreement resulting from collision, upset or overturn to, but not beyond the sum of $_____ for each collision, upset or overturn notwithstanding any other provision of this lease.

(K). Lessee will effect, pay for and maintain as to each automobile leased under this agreement while this agreement is in effect for that automobile indemnity insurance, including public liability and property damage insurance, issued by a responsible company or companies, protecting the interests of both lessee and lessor against liability for damage, personal injury or death caused by any automobile leased under this agreement, or its operation, to the extent of not less than $_____ per accident and not less than $_____ per person; and the sum of $_____ per accident against liability for damage to property caused by the operation of any automobile leased under this agreement, and the lessee agrees that the policy will include lessor as a "named insured" and shall not be cancelled until after _________ days notice to lessor of intention to cancel, and the lessee further agrees to furnish to lessor prior to the use or operation of any such automobile a certificate of such insurance.

Should any claim be made or any action be commenced against lessor arising from any of the causes covered by the insurance referred to in this paragraph, lessor will promptly notify lessee and lessee will conduct the defense of any such claim or action at lessee's expense, including all costs and attorneys' fees.

In the event of the cancellation of any public liability and property damage insurance or any required of lessee at his [or her] expense under the terms of this lease, the use by lessee of all automobiles leased shall cease until all such insurance so cancelled has been renewed or replaced.

(L). Except as otherwise subsequently provided, upon the expiration of the term of this lease or its earlier termination for any reason, any automobile leased under this agreement shall be returned by lessee to lessor at _________ street, _________, _________.

(M). If any default shall be made by lessee in the payment punctually when due, of any rent or other moneys due under this agreement, or in the performance of any other provision, or if lessee is or becomes unable to pay his [or her] debts from his [or her] own means as they become due, or if any receiver of the business or of the property or assets of the lessee shall be appointed by any court, or if the lessee shall abandon the automobiles or if the lessee shall otherwise, in any manner whatever, become unable to pay the rent specified here or to perform any of the provisions to be kept or performed by lessee, then in any of such events lessor shall have the option, without notice to lessee or demand for performance, to require lessee to redeliver to lessor at a location designated

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by lessor but at lessee's expense, each of the automobiles leased or to repossess each of the automobiles and either:

(i) With or without terminating or forfeiting this lease and in either event without in any way affecting any other right or remedy of lessor or any duties or obligations of lessee under this agreement, relet one or more or all of the automobiles leased under this agreement as the agent and for the account of lessee upon such terms and conditions as lessor may deem advisable, in which event the rents received on any such reletting shall be applied first to the expenses of reletting and collecting, including necessary renovation and alteration of the automobiles and thereafter toward payment of all sums due or to become due to lessor under this agreement, and if a sufficient sum shall not thus be realized to pay such rent and other charges, lessee shall pay to lessor monthly any deficiency and lessor may sue for them as each monthly deficiency shall arise; or

(ii) Terminate this lease, in which event lessee shall pay to lessor as the amount which shall be presumed to be the amount of damage sustained by lessor by reason of lessee's breach of this lease (it being agreed that it would be impracticable or extremely difficult to fix the actual damage) a sum of money equal to the amount, if any, by which the rent reserved under this agreement for all automobiles leased under this agreement for the balance of the term of this lease as to all such automobiles exceeds the then reasonable rental of all such automobiles for such balance of the term at the time of such termination, the claim for which sum shall be immediately enforceable by lessor against lessee by suit, and shall be provable in any proceedings of any kind concerning lessee.

The foregoing remedies shall not be exclusive but shall be cumulative and in addition to all other remedies.

(N). In case any litigation of any kind between lessee and lessor shall arise out of this lease and lessor shall prevail in such litigation, lessee agrees to pay lessor a reasonable attorney's fee which shall be taxed by the court as part of the costs of such litigation.

4. Lessor and lessee agree that:

(A). Lessor will not be liable to lessee for any loss of business or any other damage caused by any interruption of the service provided for here or otherwise.

(B). Lessor may at any time replace any automobile leased under this agreement with a new automobile of similar make and body.

(C). Lessee shall have the right, but not the duty, at lessee's expense to affix or cause to be affixed, to any automobile leased under this agreement any appropriate advertisement or insignia indicating that such automobile is being used in the service of lessee.

(D). Lessor does not assume any liability for any acts or omissions of lessee or of any of lessee's agents, employees or drivers and lessee specifically releases lessor from all such liability and agrees to hold lessor harmless of and from any and all such liability, except that lessor (and not lessee) shall be liable for any loss or damage suffered by any automobile leased under this agreement from fire or theft or from collision, upset or overturn in excess of $_____ for each collision, upset or overturn.

(E). This is an automobile lease only, and the lessee has acquired no right, title or interest in or to the automobiles, except the right to use the same pursuant to the provisions of this lease.

(F). This lease and the term of it as to any automobile leased under this agreement shall be extended for an additional term of _________ months as to such automobile upon all of the terms of this lease, including this paragraph for renewal, unless either party here at least _________ days before the end of the term of this lease as to such automobile gives written notice to the other of intention to terminate this lease as to such automobile on expiration of the term as to such automobile.

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(G). So long as the lessee performs all of the terms and conditions of this lease including payment of the rental in respect to any automobile leased under this agreement, lessee shall have the unrestricted lawful use of such automobile for any lawful purpose except the transportation of persons or property for hire.

(H). Lessee will not assign, mortgage or hypothecate this lease, or any interest in it, or permit the use of any automobile leased under this agreement by any person other than lessee or an adult member of his or her family or his or her agents or employees, nor sublet any automobile without the written consent of lessor.

(I). This lease shall terminate as to any automobile replaced by lessor under this lease when so replaced and the new car shall be leased for the full term.

(J). The obligations of lessor may be suspended to the extent it is hindered or prevented from complying by strikes, lockouts, war, act of God, fires, storms, unavoidable accidents or governmental regulations or interference or other matters beyond its control.

(K). This lease agreement represents the entire agreement between the parties here and no provision may be waived or modified, except by an instrument in writing signed by both of the parties.

(L). The marginal notations on this lease agreement do not constitute any part of this lease agreement and shall not be considered in its interpretation.

Executed in duplicate at _________, _________, the day and year first written above.

_________

By _________, its _________, Lessor

By _________, Lessee

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Rental agreement.

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The _________ Corporation

Automobile Rental Agreement No. _________

License No. of Vehicle _________

Driver's license No. _________ State _________ Expiration date _________

Automobile make _________ Body style _________

Rental by _________(employee or agent of lessor) at _________(place) to _________ of _________ (residence and post-office address).

Date of rental _________; to be returned _________[Date] at _________(hour) at _________ (place).

Time out _________ —.m., _________[Date], Time in _________ —.m., _________[Date]

Mileage in _________ Mileage out _________ Miles driven _________

Account

Deposit $....................................................................................................... Rental charges _________ miles at _________ per mile

$....................................................................................................

_________ hours at _________ per hour

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

_________ days at _________ per day ...................................................................................................... _________ weeks at _________ per week

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

Total rental charges ...................................................................................................... Damage ...................................................................................................... Collision protection ...................................................................................................... Total charges ...................................................................................................... Refund gas ......................................................................................................... Refund repairs ......................................................................................................... Net amount due ......................................................................................................... Computed by _________

Terms and Conditions

In consideration of the covenants contained here, the lessor corporation, referred to as lessor, leases to the undersigned renter, upon the terms, covenants and conditions set out here, the motor vehicle described above, referred to as vehicle.

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(1). Renter acknowledges that the vehicle is the property of lessor and that he or she has received it in good mechanical condition.

(2). Renter agrees that he or she will return the vehicle to lessor station from which it was rented, in the same condition as he or she received it, ordinary wear and tear excepted, on the return date stated above or sooner upon demand of lessor.

(3). Renter agrees not to use the vehicle for the transportation of persons or property for hire, express or implied; not to use it in violation of any federal, state or municipal law, ordinance, rule or regulation governing the use or return of it; nor to remove it from this state without the written consent of lessor.

(4). Renter being one of the assured under the insurance policy covering the vehicle agrees to comply with all the terms and conditions of the policy, which by reference are incorporated here and made a part of this agreement, and to comply with the terms and conditions appearing on reverse side of this agreement.

(5). Renter further expressly agrees to indemnify the insurance company for any and all loss, damage, cost and expense paid or incurred by the insurance company because of injuries or damages sustained by occupants of the vehicle, in states where the law makes lessor or its insurance carrier liable for injuries to occupants of the vehicles or because of injuries or damages resulting from the operation of the vehicle in violation of any of the terms and conditions appearing on the reverse side of this agreement.

(6). Renter expressly agrees to pay lessor on demand:

(a). A mileage charge computed at the rate specified in the current lessor rate schedule for the mileage covered by the vehicle during the period of this rental.

(b). Service and time charges computed at the rate specified in the current lessor rate schedule for the period of this rental.

(c). A sum equal to the cost of all damages to the vehicle during this rental period provided, however, that renter's liability shall be limited to $_____ unless vehicle was operated in violation of any of the provisions of this rental agreement.

(d). A sum equal to the value of all tires, tools and accessories lost or stolen from the vehicle.

(7). It is expressly agreed that renter is not the agent, servant or employee of lessor in any manner whatsoever.

Collision Protection

If [this paragraph] has been initialed on behalf of _________, then for an additional fee of _________ per day (with a maximum of _________ per week), _________ agrees to relieve renter of all liability for collision damage to the _________ vehicle referred to above while it is operated in conformity with this rental agreement, but renter shall be fully liable for all such damage if the vehicle is operated in violation of any law or this rental agreement.

Signed renter _________

Local address _________ Tel. No. _________

Charge and mail invoice to:

Print name _________

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Street _________

City and state _________

Important: Show name and address exactly as should appear on account records.

------ fn ------

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Building contract.

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Agreement made on _________[date], between _________ of _________, referred to as contractor, and _________ of _________, referred to as owner.

Owner is about to erect a _________ at _________, on _________ Street, _________ and has caused _________, architect, to prepare drawings and specifications of the _________.

Contractor has signified his [her] willingness to erect _________ in accordance with the drawings and specifications attached to this contract and signed by contractor, owner and architect, and in accordance with the conditions and for the consideration set forth below.

It is agreed between the parties, in consideration of their mutual agreements, as follows:

1. The contractor agrees:

A. To furnish all the materials and perform all of the work for the erection of a _________ building on the premises of owner at _________, in accordance with the plans and specifications prepared by _________, architect, signed by owner and contractor, and attached to and made a part of this contract.

B. To commence work on or before _________[date], and to finish the whole of the building and deliver up the building complete in every respect according to the drawings and specifications, and to the satisfaction of the architect, on or before _________[date], unless that day or time shall be extended as provided below for or by agreement endorsed on this contract and signed by the parties; and then, in such case, on or before the extended day or time.

C. To give all requisite notices to the proper authorities, obtain all official inspections, permits, certificates and licenses made necessary by the work in his [her] charge, and pay all proper and legal fees.

D. To furnish a bond covering the faithful performance of the contract and payment of all obligations arising under the contract, in such form as owner may prescribe and with such sureties as he [she] may approve. If the bond is required by instructions given previous to the submission of bids, the premium shall be paid by contractor; if subsequent to submission of bids, it shall be paid by owner.

E. To maintain such insurance as will protect him [her] from claims under worker's compensation acts and from any other claims for damages for personal injury, including death, which may arise from operations under this contract, whether such operations be by himself [herself] or by any subcontractor or anyone directly or indirectly employed by either of them. Certificates of insurance shall be filed with owner, if he [she] so requires, and shall be subject to his [her] approval for adequacy of protection.

F. To provide proper facilities to enable owner and architect, and their representatives, to have access to and inspect the work during its progress.

G. To indemnify and save harmless owner against all loss, costs or damage on account of injury to persons or property occurring in the performance of the contract, together with any and all attorney's fees incurred by owner on account of the injuries.

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H. That owner may make any alterations, deviations, additions or omissions from the plans and specifications, or either of them, which he [she] shall deem proper and architect shall advise, by a written order signed by architect and approved by owner, without affecting or making void this contract and in all such cases architect shall value or appraise such alterations, and add to or deduct from the amount agreed to be paid to contractor any excess or deficiency occasioned by such alterations. In case any alterations or deviations are made, such further time may be allowed for completion of the work caused by the alterations or deviations as architect shall decide to be reasonable.

If contractor should be adjudged a bankrupt, or if he [she] should make a general assignment for benefit of his [her] creditors, or if a receiver should be appointed on account of his [her] insolvency, or if he [she] should persistently or repeatedly refuse or should fail, except in cases for which extension of time is provided, to supply enough properly skilled workers or proper materials, or if he [she] should fail to make prompt payment to subcontractors or for material or labor, or persistently disregard laws, ordinances or the instructions of the architect, or otherwise be guilty of a substantial violation of any provision of the contract, owner, on certificate of architect that sufficient cause exists to justify such action, may, without prejudice to any other right or remedy and after giving contractor _________ days' written notice, terminate the employment of contractor and take possession of the premises and of all materials, tools and appliances on the premises.

2. The owner agrees:

A. To pay the contractor for the performance of the contract, subject to additions and deductions provided in the contract, in current funds as follows: _________[state lump sum amount, unit prices, or both, as desired in individual cases].

Where quantities originally contemplated are so changed that application of the agreed unit price to the quantity of work performed is shown to create a hardship to owner or contractor, there shall be an equitable adjustment of the contract to prevent such hardship.

The owner shall make payments on account of the contract as provided in the contract, as follows:

On or about _________ day of each month _________ percent of the value, based on contract prices, of labor and materials incorporated in the work and of materials suitably stored at the site up to _________ day of that month, as estimated by architect, less the aggregate of previous payments; and on substantial completion of the entire work, a sum sufficient to increase total payments to _________ percent of the contract price _________[insert any provision made for limiting or reducing the amount retained after the work reaches a certain stage of completion].

Final payment shall be due _________ days after substantial completion of the work provided the work is fully completed and the contract fully performed.

If after the work has been substantially completed, full completion is materially delayed through no fault of contractor, and architect so certifies, owner shall, on certificate of architect, and without terminating the contract, make payment of the balance due for that portion of work fully completed and accepted. The payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims.

B. To effect and maintain fire insurance on the entire structure on which the work of this contract is to be done and on all materials, in or adjacent to and intended for use on the structure, to at least _________ percent of the insurable value of the structure. The loss, if any, is to be made adjustable with and payable to owner as trustee for whom it may concern.

3. It is further agreed between the parties as follows:

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A. The work shall be executed under the supervision and direction of the architect, _________, and his [her] decision as to all matters relating to the performance of this agreement shall be final and binding on the parties except as otherwise provided in this agreement.

Upon receipt of written notice that the work is ready for final inspection and acceptance, architect shall promptly make such inspection, and when he [she] finds the work acceptable under the contract and the contract fully performed he [she] shall promptly issue a final certificate, over his [her] own signature, stating that the work provided for in this contract has been completed and is accepted by him [her] under the terms and conditions of the contract, and that the entire balance found to be due contractor, and noted in the final certificate, is due and payable. Before issuance of the final certificate contractor shall submit evidence satisfactory to architect that all payrolls, material bills, and other indebtedness connected with the work have been paid.

B. Neither final payment nor any part of the retained percentage shall become due until contractor, if required, shall deliver to owner a complete release of all liens arising out of this contract, or receipts in full in lieu of a release and, if required in either case, an affidavit that so far as he [she] has knowledge or information the releases and receipts include all labor and material for which a lien could be filed. Contractor may, if any subcontractor refuses to furnish a release or receipt in full, furnish a bond satisfactory to owner, to indemnify him [her] against any lien. If any lien remains unsatisfied after all payments are made, contractor shall refund to owner all monies that the latter may be compelled to pay in discharging such lien, including all costs and a reasonable attorney's fee.

C. If contractor be delayed at any time in the progress of the work by any act or neglect of owner or architect, or of any employee of either, or by any other contractor employed by owner, or by changes ordered in the work, or by strikes, lockouts, fire, unusual delay in transportation, unavoidable casualties or any causes beyond contractor's control, or by delay authorized by architect pending arbitration, or by any cause which architect shall decide to justify the delay, then the time of completion shall be extended for such reasonable time as architect may decide. No extension shall be made for delay occurring more than _________ days before a claim is made in writing to architect. In case of a continuing cause of delay, only one claim is necessary.

D. If any dispute or difference shall arise between owner or his [her] architect and contractor, with respect to any matter or thing arising out of, or in any wise relating to, the contract, and not agreed to be determined by architect, such difference or dispute shall, immediately after it has arisen, be referred to final determination and award of two competent persons as arbitrators, one of whom shall be chosen by owner and the other by contractor, and of an umpire to be named by the two arbitrators, and the award of the arbitrators, or of their umpire, if they disagree, shall be final and conclusive, as to the matters referred to them, provided the award be made in writing under their, his or her hands or hand, and ready to be delivered to owner and contractor, within _________ months after such reference, or within such further time, not exceeding _________ months from the time of such reference, as the arbitrators or their umpire shall by writing, under their, his or her hands or hand, from time to time appoint. The costs and charges attending such reference shall be in the discretion of the arbitrators or their umpire, and shall be paid as they, he or she by their, his or her award, shall direct.

E. Neither party to the contract shall assign the contract or sublet it as a whole without the written consent of the other, nor shall contractor assign any moneys due or to become due to him [her] under the contract, without the previous written consent of owner.

[Signatures and seals][Acknowledgements or attesting witness if necessary or desired]

[Annex plans and specifications]

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Agreement between contractor and subcontractor.

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Agreement made _________[date], between _________ of _________, called contractor, and _________ of _________, called subcontractor.

Subcontractor, in consideration of the agreements contained in this contract on the part of contractor, agrees with contractor as follows:

1. To furnish all material and perform all work for _________[state work to be done and materials to be furnished, preferably by reference to numbers of drawings and pages of specifications].

2. To complete the work to be done on or before _________[date], and in default of completion to pay to contractor _________ dollars ($_____) for each day that the work shall remain unfinished, as and for liquidated damages.

3. To furnish contractor, immediately on execution of this contract, with a satisfactory surety company's bond in the sum of _________ dollars ($_____), guaranteeing all terms of this contract and completion of the contract within the time mentioned.

4. To procure, at his [her] own expense, before entering performance of this contract, compensation insurance in a reliable insurance company, satisfactory to contractor, covering full liability for compensation to any of its employees for bodily injuries accidentally sustained, whether resulting in death or otherwise, under the Worker's Compensation Act of the State of _________, and to maintain such compensation insurance in full force and effect at all times while this contract shall remain in force and not fully performed on his [her] part; to furnish contractor a satisfactory indemnity accident policy protecting owner and contractor in case of accident to workers employed on the building or themselves or their employees or the public, and that if any suits are entered against owner of the building or the contractor on account of acts committed, or omissions by subcontractor, his [her] agents or employees, to defend such suits and reimburse either or both owner and contractor for any expense or cost that they may be put to, including court costs and attorney fees.

5. At his [her] own cost and expense, to apply for and obtain all necessary permits and conform strictly to the laws and ordinances in force in the locality whe erected.

6. To provide, both in the shops and in the building, sufficient, safe and proper facilities, at all times, for inspection of the work by owner, architect and contractor, or the authorized representative of any of them, and, on request of contractor, to produce all vouchers showing the quality of the material used.

7. Should proper, workmanlike and accurate performance of any work under this contract depend in any way on proper, workmanlike or accurate performance of any work by another contractor on the building, to use all means necessary to discover any defects in the contractor's work, and to report the defects, in writing, to contractor before proceeding with his [her] work which is so dependent; and to allow to contractor a reasonable time to remedy the defects.

8. To make no claim for additional work unless done in pursuance of a written order from contractor, and notice of all such claims shall be given to contractor in writing before the next ensuing payment or shall be considered as abandoned.

9. Before final payment is made, to execute a written guaranty for his [her] work, agreeing to make good, without cost to owner or contractor, any and all defects due to imperfect workmanship or materials, which may appear during a reasonable time, the length of such time to be determined by contractor.

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10. To protect and indemnify contractor against any loss or damage suffered by anyone arising through the negligence of subcontractor, or those employed by him [her] or his [her] agent or servants; to bear any expense which contractor may have by reason of the negligence, or on account of being charged with negligence; and if there are any injuries to persons or property unsettled, when the work is finished, final settlement between contractor and subcontractor shall be deferred until such claims are adjusted or suitable special indemnity acceptable to contractor is provided by subcontractor.

11. To indemnify and hold owner and contractor harmless from any and all loss or damage which owner and contractor, or either of them, may sustain on account of any claim, demand or suit made or brought against owner and/or contractor by or on behalf of any employee of subcontractor, or by or on behalf of any person injured by subcontractor, his [her] servants, agents or employees.

12. To not assign or transfer this contract or any part of this contract without written consent of contractor.

The contractor, in consideration of the agreements contained in this contract on the part of subcontractor, agrees as follows:

13. To employ subcontractor to provide the materials and to do the work according to terms and conditions contained in this contract.

14. If subcontractor shall faithfully fulfill this contract to the satisfaction of architect, and keep every agreement on his [her] part contained in this contract, to pay to subcontractor _________ dollars ($_____), for all of this work and material in place complete and accepted under this contract.

Payments to be made on or about the _________ day of each month at the rate of _________ percent of the value of the work erected in place during the preceding month, as determined by contractor or architect and the remaining _________ percent within _________ days after completion and acceptance of this work.

No payment made under this contract shall operate as an admission, on the part of contractor, that this contract, or any part of this contract, has been complied with, in case in fact it shall be otherwise, or so as to preclude any action for damages against subcontractor, should the work and material required not be performed and furnished in substantial and workmanlike manner, and of proper quality, or should this contract not be faithfully executed in every respect.

It is further agreed as follows:

15. No alterations shall be made in the work or materials shown or described by the drawings and specifications, except on written order of contractor, and when so made, the value of work and materials added or omitted shall be computed and determined by contractor, and the amount so determined shall be added to or deducted from the contract price. [Provision may be added as to arbitration in case valuation is in dispute.]

16. Contractor shall provide all labor and materials not included in this contract in such manner as not to delay the material progress of the work, and in the event of failure to do so, thereby causing loss to subcontractor, agrees to reimburse subcontractor for such loss; and subcontractor agrees that if he [she] shall delay the material progress of the work so as to work any damage for which contractor shall become liable, then he [she] shall make good to contractor any such damage over and above any damage for general delay otherwise provided for in this contract.

17. Should subcontractor at any time refuse or neglect to supply a sufficiency of properly skilled workers or of materials of proper quality and quantity, or fail in any respect to prosecute work with promptness and diligence, or fail in the performance of any of agreements on his [her] part contained in this contract, contractor shall be at liberty, after _________ days' written notice to subcontractor, to

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provide any such labor or materials, and to deduct the cost from any money due or to become due to subcontractor under this contract; and contractor shall also be at liberty to terminate the employment of subcontractor for the work, and to enter on the premises and take possession of all materials and appliances of every kind whatsoever on the premises, and to employ any other person or persons to finish the work, and to provide materials for the workers; and in case of discontinuance of employment of subcontractor, he [she] shall not be entitled to receive any further payment under this contract until the work shall be wholly finished, at which time, if the unpaid balance of the amount to be paid under this contract shall exceed the expenses incurred by contractor in finishing the work, the excess shall be paid by contractor to subcontractor, but if the expense shall exceed the unpaid balance, subcontractor shall pay the difference to contractor. The expense incurred by contractor as provided, either for furnishing materials or for finishing the work, and any damage incurred through such default, shall be audited and certified by architect whose certificate shall be conclusive on the parties.

18. No verbal order, objection, claim, or notice of either party to the other shall be of effect or binding, and no evidence of such order, objection, claim or notice shall ever be introduced in any suit in law or equity in which these parties are interested, both parties agreeing to execute and deliver in writing all communications from them by which the other party is to be charged, notified, or affected, and when they are given verbally they shall be held as not material or binding, and none of provisions of this contract, plans or specifications, shall be held to be waived, or interpreted, by reason of any act whatsoever, or in any manner, other than by an express waiver, or a definitely agreed interpretation in writing, and no evidence shall be introduced of any other waiver or interpretation.

19. [Clause for extension of time in case subcontractor is delayed by acts of owner, architect or contractor, or by alterations required, or by damage occurring from fire, etc., may be included.]

20. In case contractor and subcontractor fail to agree in relation to any matters under this contract, these matters shall be referred to a board of arbitration, consisting of one person selected by contractor and one person selected by subcontractor, these two to select a third person; the decision of any two of this board shall be final and binding on the parties. The party cast in the decision shall pay the cost of the arbitration, but, in the event that each party is allowed something on his [her] claims, they shall share the expenses equally between them.

[Date and signature]

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Illustrative agreements.

TOP

An action for divorce is now pending between the parties in the _________ Court of _________[county, state], in Cause No. _________;

In the event a decree for divorce is entered and the marriage of the parties is dissolved, the parties desire to settle all rights to alimony and the rights of each of the parties in the property of the other or in jointly owned property, and of fixing the custody of the children of the parties and their support.

Therefore, when a decree for divorce is entered dissolving the marriage existing between the parties, the parties agree:

(1) That husband will pay to wife $_____ per month as alimony, which payments shall continue throughout the life of _________, or until the death of husband;

(2) Husband shall pay to wife $_____ in cash for all of wife's stock in _________ Company, which payment shall be in full satisfaction of all of wife's interest of any kind or character in the corporation. This obligation may be discharged by husband by the corporation redeeming wife's stock for $_____;

(3) Wife's interest in the home of the parties at _________[address], shall be divested out of _________ and vested absolutely and in fee simple in husband, _________, in consideration of which husband will pay wife $_____ in cash and shall execute a note in the principal sum of $_____ due 10 years from the date of the entry of divorce decree with interest at _____% per annum payable annually to wife or the holder of the note. Husband shall have the right to prepay this note or any part of it at his option;

(4) Husband shall have custody of the children of the parties and shall support them, but wife shall have the right to have the children visit with her at reasonable times. The right to change the custody of the children shall be retained by the court and shall be subject to the future orders of the court;

(5) Husband shall have title to all furnishings in the property known as _________[address], with the exception that wife shall be entitled to all wedding gifts, items that she needs for her personal use and items of personal property for which she has a sentimental attachment;

(6) The automobile which was used by wife shall be her absolute property.

It is understood and agreed that upon entry of a divorce decree dissolving the marriage this agreement shall be incorporated in such decree, and that each party will execute all documents, instruments, deeds and contracts necessary to effectuate the purposes stated in this agreement.

It is further understood and agreed that neither party shall have any other rights in any property of the other except as expressly stated in this agreement, and that this agreement is a final and complete settlement of all marital rights or other rights in property which either of the parties may have.

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TOP

Security deposit.

The lessee has deposited with the lessor the sum of $_____ as security for the prompt and full payment of the rent and the performance of all provisions of this lease, and any extension or renewal of them.

The lessor shall deposit this security in lessor's name, as trustee for the lessee, naming lessee, in an interest bearing account in the _________ Bank, _________ Street, _________.

The security deposit and the interest earned on it, if any, shall remain the money of the lessee until it is returned or applied to rent payments or damages due the lessor as provided in this lease agreement. Pending such event, the lessor shall hold the money in trust, and it shall not be mingled with the personal money of the lessor or become an asset of the lessor.

The lessor shall have the right but not the obligation to apply the security to curing any default by the lessee in the performance of any of the covenants contained in this lease agreement with respect to any item or items of equipment. Such application does not constitute a defense to any action by lessor arising out of the default. In the event of such application of the security to cure a default, the lessee, upon demand by the lessor, shall restore the security to the full amount.

Provided the lessee has paid all of the rent required and has fully performed all other provisions this lease requires, the lessor shall return any remaining balance of the security upon the expiration, or earlier termination, extension or renewal, of this lease.

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Lease of warehouse.

TOP

This lease, made and entered into this the _________ day of _________, _________, by and between _________(herein called owner) and _________, Inc., a _________ corporation with its principal place of business in _________[city, state] (herein called lessee): witnesseth:

That the owner has hereby leased to the lessee, and the lessee has hereby hired and taken from the owner the following-described property: _________.

The terms and conditions of this lease are agreed to be as follows:

1. The term of this lease shall be three (3) years, beginning January 1, _________ and terminating December 31, _________, provided, however, that on or before November 1, _________ lessee shall have the option for renewal for another 2 year term provided such option is exercised by written notification to the owner on or before November 1, _________, upon the same terms and conditions as provided for the original term of this lease except as to monthly rental, which shall be $_____ per month for the years _________ and _________.

2. As rental for said premises, lessee shall pay to owner for the first 12 months of this lease, the sum of $_____ per month, payable in advance on or before the first day of each month, beginning with the month of January _________, and for the remaining period of lease, the sum of $_____ per month, beginning January 1, _________, payable monthly in advance on or before the first day of each month, beginning with the month of January _________.

3. It is also mutually agreed as follows:

(a). The owner shall be responsible for and shall pay all taxes and assessments imposed on the demised premises by any lawful authority.

(b). The owner shall carry insurance on the building but not on the contents thereof, and shall maintain the sprinkler system and the roof, walls and structural parts of the building in proper condition for use by lessee.

(c). Electrical service will be separately metered at the expense of and for the account of the lessee. Any alterations to the building shall be at the expense of the lessee and shall be restored by the lessee at its own expense at the termination of the lease except upon written consent of the owner.

4. The lessee covenants and agrees that it will take good care of the premises and upon the termination of this lease, will surrender the premises in as good order and condition as they are in the beginning of this lease, ordinary wear and tear excepted; and that it will make no unlawful or offensive use of the premises. If the lessee shall fail and neglect to make any payment of rent when due or within 15 days after written notice thereof, or shall violate any of the provisions of this lease, the owner, without any other notice or demand, may at their option, terminate this lease and require the lessee to vacate the premises hereby demised, or may enter the premises and expel the lessee therefrom, or the owner may in lieu of the above or in conjunction therewith, pursue any other lawful right or remedy incident to the relationship created by this lease.

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COMMERCIAL LEASE TOP

This Lease is made this ______ day of __________ (Month), _____ (Year) by and

between _________________________________________________ (hereinafter

"Landlord") and ________________________________________________

(hereinafter "Tenant"). In consideration for the mutual promises and covenants

contained herein, and for other good and valuable consideration, the parties hereby

agree as follows:

1. The Landlord leases to the Tenant, and the Tenant rents from the Landlord the

following described premises:

______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

2. The term of the Lease shall be for _____________________________ commencing

______________________ and ending ______________________.

3. The Tenant shall pay to Landlord as rent $____________ per year in equal monthly

installments of $ _________ payable in advance ___________________ (Time Period).

4. This Lease is subject to all present or future mortgages affecting the premises.

5. Tenant shall use and occupy the premises only as a _________________________

(Tenant Rental Status) subject at all times to the approval of the Landlord.

6. The Tenant shall not make any alterations, additions or improvements to the

premises without the prior written consent of the Landlord.

7. The Landlord, at his own expense, shall furnish the following utilities or amenities

for the benefit of the Tenant: _____________________________________________

___________________________________________________________________

___________________________________________________________________.

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8. The Tenant, at his own expense, shall furnish the following:

___________________________________________________________________

___________________________________________________________________

___________________________________________________________________

9. The Tenant shall purchase at his own expense public liability insurance in the

amount of $ _________________ as well as fire and hazard insurance in the amount of

$ _____________ for the premises and shall provide satisfactory evidence thereof to

the Landlord and shall continue same in force and effect throughout the Lease term

hereof.

10. The Tenant shall not permit or commit waste to the premises.

11. The Tenant shall comply with all rules, regulations, ordinances codes and laws of

all governmental authorities having jurisdiction over the premises.

12. The Tenant shall not permit or engage in any activity which will effect an increase

in the rate of insurance for the Building in which the premises is contained nor shall the

Tenant permit or commit any nuisance thereon.

13. The Tenant shall not sublet or assign the premises nor allow any other person or

business to use or occupy the premises without the prior written consent of the

Landlord, which consent may not be unreasonably withheld.

14. At the end of the term of this Lease, the Tenant shall surrender and deliver up the

premises in the same condition (subject to any additions, alterations or improvements,

if any) as presently exists, reasonable wear and tear excluded.

15. Upon default in any term or condition of this Lease, the Landlord shall have the

right to undertake any or all other remedies permitted by Law.

16. This Lease shall be binding upon, and inure to the benefit of, the parties, their

heirs, successors, and assigns.

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Signed this _______ day of ________________ (Month) ________ (Year).

_____________________________ _____________________________

Tenant Landlord

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SELLER'S AGREEMENT TO REPURCHASE TOP

Seller agrees that it will, at any time, upon receipt of a written request from Buyer, repurchase any of the

following classes of goods sold by Seller to Buyer:

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

which are unused (except as they may be displayed for sale) and in the original shipping containers, at a

price equal to ________ percent (______%) of the original invoice price less return freight and shipping

charges to Seller's warehouse at ____

_______________________________________________________________.

The Buyer may, without notice to Seller, assign his right to require the repurchase of all or any goods to

any bank, finance company or other financier to whom any security interest in the goods, or any of them,

may be granted, and in any such event, Seller will not assert against any such bank, finance company or

other secured party, any right of set-off, recoupment or counterclaim which may now exist or hereafter

arise under or by virtue of any transaction between Seller and Buyer.

Seller shall not be obligated to repurchase any goods under this contract, unless and until it shall have

been furnished assurances which are in its opinion adequate to insure that the goods will be delivered to

Seller free and clear of any and all liens, encumbrances, security interests, and other claims of third

parties to the goods.

______________________________________________ _______________

Signature Date

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EMPLOYMENT CONTRACT (SALES)

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EMPLOYMENT AGREEMENT, effective this ________ day of _________ (month), ____ (year), by and between ________________________________ (hereinafter referred to as the "Company"), a corporation organized and existing under the laws of the State of ____, with its principal place of business located at __________________, and ___________________ (hereinafter referred to as the "Employee"), an individual, with his or her principal residence located at _________________________________.

WITNESSETH:

WHEREAS, the Company is in the business of ___________________ and

WHEREAS, the operation by the Company of its business requires disclosure of confidential information to its employees; and

WHEREAS, such confidential information provided to the Employee by the Company, if improperly used by the Employee for his or her own purpose rather than on behalf of the Company, can result in irreparable harm to the Company, which harm, because of the nature of the industry, is not susceptible to precise proof; and

WHEREAS, the training of the Employee by the Company, the skills obtained by the Employee and the disclosure to the Employee of such aforesaid confidential information makes such Employee valuable to competitors of the Company; and

WHEREAS, the Employee is desirous of entering into the employment of the Company and is aware of the foregoing consideration and understands the reasons for the terms and conditions of his or her employment as set forth below.NOW, THEREFORE, in consideration of the premises and mutual covenants and promises set forth herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I: PURPOSES. The Company hereby employs the Employee and the Employee accepts employment from the Company as a salesperson and/or such other duties as the Company may, from time to time, determine.

The Company hereby engages the Employee for the primary purpose of soliciting ____________________ sales in the territory or territories to be determined by the Company at the Company's sole discretion.

ARTICLE II: DUTIES. The Employee accepts such employment as a salesperson and agrees to devote his or her full-time and best efforts to soliciting sales in the territory or territories to be determined by the Company.

The Employee shall solicit ________________ sales for the exclusive benefit of the Company and perform such other duties as may be assigned to him or her by the Company. The Employee agrees that during the term of this agreement, he or she will

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have no other employment except as may be specifically authorized in writing by the Company. The Employee shall not serve as an adviser, agent, consultant, independent contractor or in any other capacity with respect to any trade or business, proprietorship, partnership, corporation or other entity, person or firm that directly sells or services _______________ or any type of product or service that competes, conflicts or interferes with the performance of his or her duties, unless he or she has first received written consent of the Company, which consent shall be revocable at the will of the Company.

The Employee shall present the Company's line of __________________ to prospective clients and will offer such ____________________ at prices furnished by the Company, on the terms and conditions established by the Company and in the territories established by the Company.

The Employee shall not at any time enter into any contract with any person, firm or corporation that shall purport to bind the Company in any manner whatsoever without written authority from the Company and any such contract entered into by such Employee shall not be binding upon the Company. The Company specifically reserves the right to reject any contract or to cancel any contract or part thereof even after acceptance, for credit reasons or for any other reason whatsoever that the Company may deem appropriate.

ARTICLE III: TERMS. The Company hereby employs the Employee, and the Employee hereby accepts employment for a term of _________ (__) year(s) from the date hereof unless terminated by either party by written notice sent by certified mail at least _______ (___) days in advance of such termination. Such notice of termination shall not prejudice either party as to any remedies under the provisions of this agreement. If the agreement is not terminated by either party during the initial term hereof, the Employee's employment shall continue thereafter under the terms and conditions hereof for a period of one year, and so on from year to year, until either party terminates this agreement.

ARTICLE IV: COMPENSATION. As compensation for all of the services to be rendered by the Employee pursuant to the terms and conditions set forth herein, and such other duties as the Company may from time to time determine necessary, the Employee shall receive a commission in an amount to be determined pursuant to the Schedule(s) of Commissions to be published periodically by the Company.

In the event that a commission is paid to the Employee pursuant to the terms of this ARTICLE IV, and the Company, for whatever reason whatsoever, is thereafter obligated to return the payments upon which the commission is determined, the Employee shall, upon thirty (30) days written notice, repay to the Company such compensation as he or she has received based on the amounts so returned or returnable. Compensation payable pursuant to this ARTICLE IV shall be paid not less frequently than monthly and may be offset by any amounts owed to the Company.

In the event the Company shall determine, in its sole discretion, that compensation based on the Schedule of Commissions shall change, the Company shall provide written notice to the Employee at least thirty (30) days prior to the said change. The

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Company agrees that it shall not change the commission schedule unless the said changes are made for all sales employees of the Company.

Any amounts paid and any benefits provided to the Employee pursuant to this agreement that are deemed to be compensation under the Internal Revenue Code shall be subject to the applicable income tax withholding for federal, state and local income taxes. In addition, the Company shall deduct from the compensation paid to the Employee such other deductions as authorized by the Employee or by a court of competent jurisdiction.

ARTICLE V: OTHER BENEFITS AND EXPENSES. The Employee shall be entitled during the term of this agreement to participate in all health-insurance and benefit plans, group insurance or other plan or plans providing benefits generally applicable to the employees of the Company who are currently in existence or those who hereafter may be adopted by the Company.

Once the Employee shall be deemed a "successful salesperson," said determination to be at the sole discretion of the Company as applied to all salespeople, the Employee may draw for expenses up to ___________________________ (Amount) ($_______) per month, the said draw amount being subject to change as long as the said change applies to all "successful salespeople" at the sole discretion of the Company. The Employee shall submit evidence of the said expenses on no less than a monthly basis with the difference between the monthly draw and the actual verified expenses being returned to the Company within thirty (30) days of notice.

ARTICLE VI: PRICES AND SERVICE. The Employee shall sell the Company's ___________________ at the price and under the terms and conditions established by the Company. Said prices, terms and conditions may, from time to time, be changed and/or modified by the Company at its sole discretion. The Employee shall not at any time enter into any contract with any person, firm or corporation that shall purport to bind the Company in any manner whatsoever without written authority from the Company and any such contract entered into by such Employee shall not be binding upon the Company. The Company specifically reserves the right to reject any application or contract or to cancel any application or contract or part thereof even after acceptance, for credit reasons or for any other reason whatsoever that the Company deems appropriate.

ARTICLE VII: TERMINATION. In the event of the death of the Employee, the Company shall pay to the representative of the Employee's estate all funds due to the Employee as of the date of death. In the event that the Employee becomes disabled because of physical or mental disability as to be unable to perform the services required by this agreement and such disability continues for ___________ (____) days, the Company may, at or after the expiration of such ____________ (____)-day period and provided that the Employee's incapacity is then continuing, terminate the Employee's employment under this agreement. It is expressly understood that the inability of the Employee to render services to the Company by reason of illness, disability or incapacity or any cause beyond his or her control shall not constitute a failure by the Employee to perform his or her obligations hereunder and shall not be considered a breach or default under this agreement.

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In the event that the Employee violates any of the provisions of this agreement, performs any act, or does anything by which the Company shall incur liability, then, at the option of the Company, this contract shall at once cease and the Company shall be under no obligation to the Employee, except to pay the Employee for services performed up to the date of termination of this agreement as herein provided.

In the event that the Employee violates any of the provisions of this agreement or fails to perform the services required of the Employee by this agreement, then at the option of the Company, this agreement shall at once cease and become null and void and the Company shall be under no obligation to said Employee, except to pay the Employee such compensation as he or she may be entitled to receive up to the time of such termination.

In the event that the Employee becomes insolvent and is unable to pay his or her debts in full, files a petition in bankruptcy, or is adjudicated a bankrupt, this agreement shall at once cease and become null and void, and the Company shall be under no obligation to the Employee, except to pay the Employee such compensation as he or she may be entitled to receive up to the time of such termination.

In the event that the Employee should be arrested, be the subject of an indictment, or charged with any crime or unlawful act involving an allegation or charge of a breach of moral turpitude or the sale or use of a prohibited drug or controlled substance, this contract shall at once cease and become null and void, and the Company shall be under no obligation to the Employee, except to pay the Employee such compensation as he or she may be entitled to receive up to the time of such termination.

In the event that the Employee should be found to have taken, used, or converted any property belonging to the Company, the Employee shall be immediately discharged and this contract shall, at once, cease and become null and void, and the Company shall be under no obligation to the Employee, except to pay the Employee such compensation as he or she may be entitled to receive up to the time of such termination.

Any payments due the Employee pursuant to termination shall be paid to the Employee as soon as the Company can determine the true and correct amount for all payments due the Employee. In the event that said termination is due to the misconduct of the Employee, pertaining to any of the terms hereunder, the Company shall have the right to withhold all money due the Employee, and shall apply said funds as an offset against any money due the Company by the Employee as a result of the Employee's misconduct. In any event, the Employee shall be entitled to an accounting, in writing, of the funds so withheld.

ARTICLE VIII: CONFIDENTIAL INFORMATION. "Confidential Information" shall be defined for the purpose of this agreement as information (1) disclosed to the Employee or known or gathered by the Employee as a consequence of or through his or her employment by the Company and (2) not generally known to the industry in which the Company is or may become engaged about the Company's products, administrative services or methods of doing business, including, but not limited to, information relating to trade secrets, marketing techniques and programs, dates, figures, projections,

310


costs, methods of operation, identity of plans or administrative services, estimates, customer lists, customer history, personnel history, financial statements, accounting procedures and selling techniques.

That the Employee will not during his or her employment or after termination thereof, irrespective of the time, manner or cause of the termination of said employment, directly or indirectly disclose to any person, firm or corporation any of the above Confidential Information that he or she shall have acquired during his or her term of employment.

The Employee agrees that he or she will not, during his or her employment by the Company, or at any time thereafter, interfere with or disrupt, or attempt to interfere with or disrupt, any business relationship, contractual or otherwise, between the Company and any other party, including clients or prospective clients, suppliers, agents, or the employees of the Company.

The Employee acknowledges that all documents, words, files, customer lists, information and data in his or her possession or custody, whether gathered by the Employee or any other person, and whether or not reduced to writing, an electronic or magnetic medium, relating to the business activities of the Company are and shall remain the sole and exclusive property of the Company and/or the Company's customers.

That upon the termination of said employment, irrespective of the time, manner or cause of said termination, the Employee will surrender to the Company all information written or otherwise in connection with the Company's customers or business as well as other property of the Company.

ARTICLE IX: NONCOMPETITION PROVISION. In further consideration of employment, the Employee shall not engage in a business in any manner similar to, or in competition with, the Company's or the Company's affiliated businesses during the term of his or her employment. Furthermore, the Employee shall not engage in a business in any manner similar to or in competition with the Company's business for a period of _________ (___) years from the date of termination of his or her employment with the Company in the geographical area within a ____________ (____) mile radius of any present or future office opened by the Company during the term of employment and the geographical area within a _________ (____) mile radius of the Employee's home address.

The Employee shall not request any customers of any business then being conducted or contemplated by the Company, or its affiliates, to curtail or cancel their business with the Company or its affiliates.

The Employee shall not disclose to any person, firm, or corporation, any trade, technical or technological secrets, any details of organizations or business affairs, any names of past or present customers of the Company or its affiliates or any other information relating to the business or businesses or their affiliates.

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The Employee shall not solicit, canvass, or accept any business or transaction for any other person, firm, or corporation or business similar to any business of the Company or its affiliates.

The Employee shall not induce, or attempt to influence, any employee of the business or its affiliates to terminate employment with the business or its affiliates, or to enter into any employment or other business relationship with any other person (including the Employee), firm or corporation.

The Employee shall not act or conduct himself or herself in any manner that he or she shall have reason to believe is inimical or contrary to the best interests of the Company or its affiliates.

The Employee shall not perform any act in violation hereof through any other person or entity or through any plan, scheme, or design calculated to circumvent the requirements hereof.

The Employee acknowledges and agrees that the above restriction is reasonable as to duration and geography, that it is fully enforceable. Furthermore said Employee waives any objection thereto, and covenants not to institute any suit or proceeding, or otherwise advance any position or contention to the contrary.

The Employee recognizes that immediate and irreparable damage will result to the Company if the Employee breaches any of the terms and conditions of this article. Accordingly, the Employee hereby consents to the entry of temporary, preliminary, and permanent injunctive relief by any court of competent jurisdiction against him or her to restrain any such breach, in addition to any other remedies or claims for money damages that the Company may seek. The Employee further agrees to render an equitable accounting of all earnings, profits and other benefits arising from such violations, and to pay all costs and counsel fees incurred by the Company in enforcing this agreement, whose rights shall be cumulative. The Employee represents and warrants to the Company that his or her experience and capabilities are such that he or she can obtain employment in a business without breaching the terms and conditions of this article, and that his or her obligations under the provisions of this article (and the enforcement thereof by injunction or otherwise) will not prevent him or her from earning a livelihood.

This covenant on the part of the Employee shall be construed as independent of any other provisions of this agreement, and the existence of any claim or cause of action by the Employee against the Company, whether predicated on this agreement or otherwise, shall not constitute a defense to the enforcement by the Company of this covenant.

In the event that the Employee is in breach of any of the provisions of this Article IX, the period of proscription from doing the act or acts that constitute a breach of this Article IX shall be extended for a period of two (2) years from the date that the Employee ceased, whether voluntarily or by court order, to engage in or do said actions.

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The Employee recognizes and agrees that the Company does not have a remedy at law adequate to protect the Company's rights and interests as set forth in this article, and the Employee therefore agrees that the Company shall have the right to an injunction enjoining the Employee from violating the provisions of this article. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Employee.

If any action at law or equity is necessary to enforce or interpret the terms of this agreement, the Employee agrees to pay the Company reasonable attorney fees, costs, and necessary disbursements, in addition to any other relief and/or damages to which the Company may be entitled.

In the event that a court of competent jurisdiction determines that this restrictive covenant and covenant not to compete is unenforceable in whole or in part for any reason, including, without limitation, the duration, scope and remedies set forth above, then same shall not be void, but rather shall be enforced to the extent that same is deemed to be enforceable by said court, as if originally executed in that form by the parties hereto.

ARTICLE X: MISCELLANEOUS. Service of all notice under this agreement shall be sufficient if made by registered mail to the specific party involved herein at his or her respective address hereinafter set forth or as such party may provide from time to time in writing:

For the Company: _______________________

For the Employee: _______________________

This agreement constitutes the entire agreement between the parties hereto and supersedes all prior negotiations, understandings, and agreements, whether oral or written, of any nature whatsoever, with respect to the term of employment that is the subject matter hereof, and there are no representations, warranties, understandings or agreements other than those expressly set forth herein between the Company and the Employee. This agreement cannot be changed, modified, or terminated unless, if in writing, and signed by the parties hereto. The validity, interpretation, construction and enforcement of this agreement shall be governed by the laws of the State of ________________________.The Company shall have the right, but not the obligation, to assign this agreement and the Company's rights hereunder in whole, but not in part, to any corporation or other entity with which the Company may merge or consolidate, or to which the Company may transfer all, or substantially all, of its assets provided such corporation or other entity assumes all of the Company's obligations hereunder.

The Employee understands and acknowledges that his or her employment contract is a contract for the personal services of the Employee and cannot be assigned.

313


This contract is for the personal services of the Employee and shall cease and desist and be considered null and void upon the termination of the contract under any of the provisions hereto.

The invalidity or unenforceability of any particular provision of this agreement shall not affect the other provisions hereto and the agreement shall be construed in all respects as though such invalid or unenforceable provision were omitted.

Any legal action undertaken by the Employee pursuant to any of the terms or conditions or the interpretation hereof shall be commenced within six (6) months of said termination. The Employee agrees hereby that after a term of six (6) months has expired, no legal action against the Company may be brought in any court regarding any term or condition of this agreement.

IN WITNESS WHEREOF, the parties hereto acknowledge, understand and agree to this Employment Agreement. The parties understand and intend to be bound by all of the clauses contained in this document and further certify that they have received signed copies of this agreement.

_______________________________ _____________________________Company President Employee

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HUSBAND AND WIFE-TERMINATION BY DIVORCE TOP

As a legally binding addendum and amendment to our Operating Agreement for

______________________________________________________ (Name of LLC),

dated ________________, we, ________________________________ and

____________________________________ (Names), submit the following:

This Agreement is effective and shall continue until such time as the husband and wife

are separated or divorced by law. In the event the members are separated or divorced,

this Agreement will be terminated, and any and all assets will be divided equally, and

any rights to property will also be divided equally.

___________________________ ____________________

Member Date

___________________________ ____________________

Member Date

___________________________ ____________________

Witness Date

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NOTICE TO CORRECT CREDIT

TOP

Date:________________________________________

To:__________________________________________

Dear_________________________________________

A review of my credit report discloses the following adverse credit information:

This information is erroneous or incomplete in the following respects:

In accordance with the provisions of the Fair Credit Reporting Act, I request that this letter be made a part of my credit file and thereupon disseminated with any request on me. I further request that this be investigated further with the named creditor, and that unless substantiated, then said entry be deleted.

Sincerely,

____________________________________Name

____________________________________Address

____________________________________

____________________________________Social Security Number

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GENERAL AFFIDAVIT

TOP


BEFORE ME, the undersigned Notary, ___________________________________________________ [name of Notary before whom affidavit is sworn], on this _________________ [day of month] day of _________________ [month], 20____, personally appeared ___________________________________________________ [name of affiant], known to me to be a credible person and of lawful age, who being by me first duly sworn, on ________ [his or her] oath, deposes and says:

___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ [set forth affiant's statement of facts]

__________________________________ [signature of affiant]

__________________________________ [typed name of affiant]

__________________________________ [address of affiant, line 1]

__________________________________ [address of affiant, line 2]

Subscribed and sworn to before me, this _________________ [day of month] day of _________________ [month], 20____.

[Notary Seal:]

__________________________________ [signature of Notary] __________________________________ [typed name of Notary]

NOTARY PUBLIC

My commission expires: ________________, 20____.

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POLYGRAPH CONSENT

TOP

Name: _________________________________________________________

Date of Polygraph Examination: ______________________________________

I voluntarily agree to a polygraph examination on the above date.

A company representative has advised me of the following:

(1) I am guaranteed by the law the right not to take this examination as a condition of employment or continued employment.

(2) I have not been coerced in any way into either taking this test or signing this consent agreement. This act is entirely voluntary on my part.

(3) I have retained a copy of this agreement for my records.

Signature_________________________________ Date______________________

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BALLOON NOTE

TOP

FOR VALUE RECEIVED, the undersigned promise to pay to the order of _______________________ the sum of _______________________________ Dollars ($______), with annual interest of _________% on any unpaid balance.

This note shall be paid in ________consecutive and equal installments of $______ each with a first payment one _____ from the date hereof, and the same amount on the same day of each _______ thereafter, provided the entire principal balance and any accrued but unpaid interest shall be fully paid on or before________________, 20____. This note may be prepaid without penalty. All payments shall be first applied to interest and the balance to principal.

This note shall be due and payable upon demand of any holder hereof should the undersigned default in any payment beyond _____ days of its due date. All parties to this note waive presentment, demand and protest, and all notices thereto. In the event of default, the undersigned agree to pay all costs of collection and reasonable attorney's fees. The undersigned shall be jointly and severally liable under this note.

Signed this _____day of __________, 20_____.


______________________________ ______________________________ Witness Signature Maker Signature

______________________________ ______________________________ Witness Maker

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RECEIPT

TOP

BE IT KNOWN, that the undersigned hereby acknowledges receipt of the sum of

$______________ paid by ____________________________________, which payment

constitutes ______________ [indicate full or partial] payment of the below described obligation:

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________

If this is in partial payment of said obligation, the remaining unpaid balance on this date is

$_____________.

Signed this_____ day of __________________, 20____.

Witnessed:

_______________________________Witness

_______________________________Obligor

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Original English script: TOP

Formation of the Company

The parties hereto agreed to form a Kuwaiti closed shareholding company

according to the provisions of Kuwait commercial companies law, the following

memorandum of association and attached articles of association.

Name of the company

The name of company shall be “Company Name K.S.C”.

Notwithstanding the provisions of these articles, the company will at all times

comply with Kuwait commercial companies law and with any circulars, rules and

regulations issued thereunder from time to time. In particular, The company will

comply with and here to the rules and regulations of issued by Ministry of

Finance from time to time relating to the specific type of licence which it holds

from the Ministry, as well as any particular directives and regulations imposed on

the company by the Ministry. Subject to all the above, the company may carry

out the following activities:

To create and manage an investment fund under the name “name of the Fund”,

inter into an instrument for the creation and issue of participating investment units

and execute agreements as may be necessary or desirable to attain such

objectives.

To do all such acts and things as the company may deem conducive to the

attainment of any of the foregoing objects of the company.

Duration of the company

The fixed duration of the company is 10 calendar years commencing from the

date of registration of the company at Commercial Registry and publication of its

memorandum of association in the official gazette. This duration may be

321


extended by a resolution to be adopted by an extraordinary meeting if the

general assembly with the approval of the minister of Commerce & Industry.

Capital of the company

The authorized capital of the company shall be KD (amount).

The issued and paid up capital shall be KD (amount) divided into (no. of shares)

shares with a nominal value of (amount) fils each.

Subscribed shares

The undersigned promoters have subscribed to the issued capital for (no. of

shares) ordinary shares of a nominal value (amount) fils each.

األصلي: اإلنجليزي النص العربية قبلمالحظة الترجمة

Note: Original English script follows Arabic translation

الترجمة:

الشركة تأسيس

التجارية الشركات قانون ألحكام وفقا كويتية مساهمة شركة تأسيس على األطراف اتفق

. المرفق األساسي والنظام هذا التالية التأسيس عقد وأحكام الكويتي،

الشركة اسم

." . . ك " م ش الشركة اسم الشركة اسم يكون

الشركات قانون بأحكام األوقات جميع في الشركة تتقيد المواد، هذه أحكام عن النظر بغض

وقت من المذكور القانون بموجب تصدر نظم أو لوائح أو تعميمات وأية الكويتي التجارية

المالية وزارة عن الصادرة والنظم باللوائح وتلتزم الشركة تتقيد الخصوص، وجه وعلى آخر،

أية إلى باإلضافة الوزارة، من لها الصادر للترخيص المحدد بالنوع يتعلق فيما آلخر وقت من

. يجوز أعاله ورد ما مراعاة ومع الوزارة قبل من الشركة على فرضها يتم نظم أو توجيهات

: التالية األنشطة مزاولة للشركة

322


( ) الالزم المستند وتوقيع ، الصندوق اسم اسم تحت استثماري صندوق وإدارة تأسيس

الزمة تكون التي االتفاقيات كافة وتوقيع المشاركة، االستثمارية الوحدات وإصدار لتأسيس

. األغراض هذه لتحقيق مطلوبة أو

األغراض تحقيق على مساعدة الشركة تعتبرها واليت واألشياء األعمال بجميع القيام

. أعاله المذكورة

الشركة مدة

الشركة مدة التجاري، 10تكون السجل لدى الشركة تسجيل تاريخ من تبدأ ميالدية أعوام

. الجمعية من بقرار المدة هذه تمديد ويجوز الرسمية الجريدة في تأسيسها قرار ونشر

. والصناعة التجارة وزير موافقة بعد للشركة العادية غير العامة

الشركة رأسمال

. ( كويتي ( دينار المبلغ للشركة به المصرح المال رأس يكون

( ) ( ) األسهم عدد إلى مقسم كويتي دينار المبلغ والمدفوع المصدر الشركة رأسمال يكون

. ( للسهم ( فلس المبلغ قدرها اسمية بقيمة سهم

بها المكتتب األسهم

( سهم ( األسهم عدد وقدره للشركة المصدر المال برأس أدناه الموقعون المؤسسون اكتتب

. ( فلس ( المبلغ منها كل قيمة العادية األسهم من

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TOP

Auditor's Report

Independent Auditor’s Report to the Shareholders of XXX Company K.S.C (closed)

Report on the Financial Statements

We have audited the accompanying financial statements of XXX Company K.S.C (closed) (“The Company”)

which comprise of the balance sheet at 31 December 2008, and the related statements of income, changes

in equity and cash flows for the year then ended, and a summary of significant accounting policies and other

explanatory notes.

Management’s responsibility for the financial statements

The Company’s management is responsible for the preparation and fair presentation of these financial

statements in accordance with International Financial Reporting Standards. This responsibility includes:

designing, implementing and maintaining internal control relevant to the preparation and fair presentation of

financial statements that are free from material misstatement, whether due to fraud or error; selecting and

applying appropriate accounting policies; and making accounting estimates that are reasonable in the

circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted

our audit in accordance with the International Standards on Auditing. Those standards require that we

comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

financial statements. The procedures selected depend on the auditor’s judgment, including the assessment

of the risks of material misstatement of the financial statements, whether due to fraud or error. In making

those risk assessments, the auditors consider internal control relevant to the Company’s preparation and fair

presentation of the financial statements in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company internal

control. An audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of accounting estimates made by management, as well as evaluating the overall

presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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In our opinion, the financial statements present fairly, in all material respects, the financial position of the

company as of 31 December 2008, and of its financial performance and its cash flows for the year ended in

accordance with International Financial Reporting Standards.

Report on other legal and regulatory requirements

Furthermore, in our opinion proper books of account have been kept by the Company, the inventory was

duly carried out and the financial statements, together with the information given in the board of directors’

report agree with the books of account. We further report that we obtained all the information and

explanations that we required for the purpose of our audit and that the financial statements include the

information required by the Commercial Companies Law of 1960, as amended, and by the Company’s

articles of association. We have not become aware of any contravention, during the year ended 31

December 2008, of the Commercial Companies Law of 1960, as amended, nor of the Company’s articles of

association, that would materially affect the Company’s activities or its financial position.

العربية: الترجمة يلي األصلي اإلنجليزي النص مالحظة

Note: Original English script follows Arabic translation

الترجمة:

شركة مساهمي إلى المستقل الحسابات مراقب )XXXتقرير ) . . مقفلة ك م ش

المالية البيانات حول تقرير

لشركة المرفقة المالية البيانات دققنا ") XXXلقد ") ( ) . . في كما العمومية الميزانية تشمل والتي الشركة مقفلة ك م 31ش

وملخص 2008ديسمبر التاريخ بذلك المنتهية للسنة النقدية والتدفقات الملكية حقوق في والتغيرات الدخل وبيانات

. األخرى التفصيلية واإليضاحات المهمة المحاسبية السياسات

المالية البيانات عن اإلدارة مسئولية

للتقارير الدولية للمعايير وفقا لها العادل العرض وكذلك المالية البيانات هذه إعداد عن المسئولة هي الشركة إدارة إن

والعرض. باإلعداد المتعلقة الداخلية الرقابة على الحفاظ وكذلك والتطبيق التصميم إجراء المسئولية هذه تتضمن المالية

السياسات وتطبيق اختيار وكذلك الخطأ أو االحتيال عن إما الناتجة المادية األخطاء من تخلو التي المالية للبيانات العادل

. للظروف وفقا المعقولة المحاسبية التقديرات وإجراء المناسبة المحاسبية

الحسابات مراقب مسئولية

. . الدولية التدقيق لمعايير وفقا بالتدقيق قمنا لقد تدقيقنا على بناء المالية البيانات هذه في الرأي إبداء هي مسئوليتنا إن

بأن معقول تأكيد على للحصول التدقيق وأداء التخطيط وإجراء األخالقية للمتطلبات نمتثل أن المعايير تلك وتتطلب

. المادية األخطاء من خالية المالية البيانات

325


. إجراءات إن المالية البيانات في واإلفصاحات المبالغ حول تدقيق دليل على للحصول بإجراءات القيام التدقيق يتضمن

المالية البيانات في المادية األخطاء مخاطر وجود تقييم وتتضمن الحسابات مراقب رأي على تعتمد المختارة التدقيق

. الرقابة االعتبار في الحسابات مراقبو يأخذ للمخاطر التقييم ذلك إجراء وعند الخطأ أو االحتيال عن ً ناتجا ذلك كان سواء

المالئمة التدقيق إجراءات لتصميم وذلك المالية للبيانات الشركة قبل من العادل والعرض باإلعداد المتعلقة الداخلية

. مالئمة مدى تقييم أيضا التدقيق يتضمن للشركة الداخلية الرقابة فعالية حول رأي إبداء بهدف ليس ولكن للظروف

عرض تقييم وكذلك اإلدارة قبل من أجريت التي المحاسبية التقديرات ومعقولية المستخدمة المحاسبية السياسات

. ككل المالية البيانات

من يمكننا معقول أساس لتوفير ومناسبة كافية عليها حصلنا التي التدقيق أدلة أن باعتقادنا

. التدقيق حول رأينا إبداء

الرأي

في كما للشركة المالي المركز عن المادية، النواحي جميع من عادلة، بصورة تعبر المالية البيانات أن ديسمبر 31برأينا

2008. المالية للتقارير الدولية للمعايير وفقا التاريخ بذلك المنتهية للسنة النقدية وتدفقاتها المالي أدائها وعن

األخرى التنظيمية واألمور القانونية المتطلبات حول تقرير

المالية البيانات وأن المرعية، لألصول وفقا أجري قد الجرد وأن منتظمة، محاسبية سجالت تمسك الشركة أن برأينا،

. المعلومات على حصلنا أننا كذلك برأينا المحاسبية الدفاتر مع متفقة اإلدارة مجلس تقرير في الواردة والمعلومات

الشركات قانون يتطلبها التي المعلومات تتضمن المالية البيانات وأن التدقيق ألغراض ضرورية رأيناها التي واإليضاحات

لعام الكويتي . 1960التجارية خالل مخالفات حدوث إلى يشير ما لعلمنا يرد ولم الشركة تأسيس وعقد الالحقة، وتعديالته

في المنتهية لعام 2008ديسمبر 31السنة الكويتي التجارية الشركات قانون التأسيس 1960ألحكام عقد أو وتعديالته

. المالي مركزها في أو الشركة نشاط في ماديا يؤثر وجه على للشركة

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References- My own templates…

- http://www.freelegalforms.net/FreeLegalForms.cfm?criteria=custody

- http://www.ilrg.com/forms

- http://www.getfreelegalforms.com/archives/

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http://www.getfreelegalforms.com/archives/

http://www.ilrg.com/forms

http://www.freelegalforms.net/FreeLegalForms.cfm?criteria=custody

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