Enter your

name,

address,

employer

identification

number,

and

month and

Name

Number, street, and room or suite no.

City, state, and ZIP code

Month and year

Employer identification number

FF

FD

FP

I

T

year of

return.

Check applicable boxes:

Final return

Address change

1

2

3

Gross amount of wagers accepted during month (not including laid-off wagers) (see instructions)

Gross amount of laid-off wagers accepted during month (see instructions)

Add lines 1 and 2

1

2

3

4a Tax on wagers authorized under the law of the state in which

accepted. Enter the amount of these wagers included in line

3; multiply by the amount shown and enter the result

$

× .0025 =

4a

b Tax on wagers other than wagers described on line 4a. Enter

the amount of these wagers included in line 3; multiply by the

amount shown and enter the result

$

×

.02 =

4b

c Tax on wagers. Add lines 4a and 4b

4c

5

6

Credits. No credit is allowed unless supported by evidence (see instructions)

Balance due. Subtract line 5 from line 4c. See the instructions for line 6.

5

6

File this return, your payment, and voucher with the IRS as shown under Where to file on page 3. Make your check or money order

payable to the “United States Treasury.” Write your name, address, EIN, and “Form 730” on it.

Sign

Under penalties of perjury, I declare that I have examined this return and any accompanying certificates and statements, and, to the best of my

knowledge and belief, they are true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer

Here

Keep a copy

has any knowledge.

of this return

for your records.

Signature

Type or print your name below signature.

Date

Paid

Preparer’s

Use Only

Preparer’s

signature

Firm’s name (or

yours if self-employed),

address, and ZIP code

Date

Check

if self-

employed

Preparer’s SSN or PTIN

EIN

Phone no. (

)

For Privacy Act and Paperwork Reduction Act Notice, see page 2.

Cat. No. 20585U

Form

730

(Rev. 1-2009)

Detach Here and Mail With Your Payment and Form 730.

Form

730-V

(2009)

730-V

(Rev. January 2009)

Payment Voucher

OMB No. 1545-0235

Department of the Treasury

Internal Revenue Service

(77)

Do not staple or attach this voucher to your payment.

1 Enter your employer identification

2

Dollars

Cents

number.

Enter the amount of your payment.

3

Enter year and month as shown on Form 730.

4

Enter your business name (individual name if sole proprietor).

Y

Y

Y

Y

M

M

Enter your address.

Send Form 730, this voucher, and payment to:

Department of the Treasury

Internal Revenue Service

Cincinnati, OH 45999-0100

Enter your city, state, and ZIP code.

Form 730 (Rev. 1-2009)

Page

2

Form 730-V, Payment Voucher

Privacy Act and Paperwork Reduction Act Notice. We ask for

the information on Form 730 to carry out the Internal Revenue

Purpose of Form

laws of the United States. You are required to give us the

information. We need it to ensure that you are complying with

Complete Form 730-V if you are making a payment by check or

these laws and to allow us to figure and collect the right amount

money order with Form 730, Monthly Tax Return for Wagers. We

of tax. Section 4401 of the Internal Revenue Code imposes a tax

will use the completed voucher to credit your payment more

on wagering. Form 730 is used to determine the amount of the

promptly and accurately, and to improve our service to you.

tax. Section 6109 requires you to provide your employer

If you have your return prepared by a third party and a

payment is required, provide this payment voucher to the return

preparer.

Do not file Form 730-V if you are paying the balance due on

line 6 of Form 730 using EFTPS.

identification number (EIN). Routine uses of this information

include giving it to the Department of Justice for civil and

criminal litigation, and to cities, states, and the District of

Columbia for use in administering their tax laws. We may also

disclose this information to other countries under a tax treaty, to

federal and state agencies to enforce federal nontax criminal

Specific Instructions

laws, or to federal law enforcement and intelligence agencies to

combat terrorism. If you fail to provide this information in a

Box 1. If you do not have an EIN, you may apply for one online.

Go to the IRS website at www.irs.gov/businesses/small and click

timely manner or provide false information, you may be liable for

penalties and interest.

on the “Employer ID Numbers (EINs)” link. You may also apply

You are not required to provide the information requested on

for an EIN by telephone by calling 1-800-829-4933, or you can

a form that is subject to the Paperwork Reduction Act unless the

fax or mail Form SS-4, Application for Employer Identification

form displays a valid OMB control number. Books or records

Number, to the IRS.

relating to a form or its instructions must be retained as long as

Box 2. Enter the amount paid from line 6 of Form 730.

their contents may become material in the administration of any

Box 3. Enter the same date you entered on page 1 of Form 730.

Internal Revenue law. Generally, tax returns and return

information are confidential, as required by section 6103.

Box 4. Enter your name and address as shown on Form 730.

● Enclose your check or money order made payable to the

“United States Treasury.” Be sure to enter your EIN, “Form 730,”

and the tax period on your check or money order. Do not send

cash. Do not staple this voucher or your payment to Form 730

(or to each other).

● Detach the completed voucher and send it with your payment

and Form 730. See Where to file on page 3 of Form 730.

The time needed to complete and file Form 730 will vary

depending on individual circumstances. The estimated average

times are: Recordkeeping, 6 hr., 41 min.; Learning about the

law or the form, 47 min.; Preparing, copying, assembling, and

sending the form to the IRS, 56 min.

If you have comments concerning the accuracy of these time

estimates or suggestions for making Form 730 simpler, we

would be happy to hear from you. You can write to the Internal

Revenue Service, Tax Products Coordinating Committee,

SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave. NW, IR-6526,

Washington, DC 20224. Do not send Form 730 to this address.

Instead, see Where to file on page 3.

Form 730 (Rev. 1-2009)

Page

3

Section references are to the Internal Revenue Code unless

otherwise noted.

● In a wagering pool on a sports event or contest if the

pool is conducted for profit.

General Instructions

● In a lottery conducted for profit, including the numbers

game, policy, punch boards, and similar types of wagering.

Who must file. You must file Form 730 and pay the tax on

wagers under section 4401(a) if you:

● Are in the business of accepting wagers,

Sports event. A sports event includes every type of

amateur, scholastic, or professional sports competition,

such as auto racing, baseball, basketball, billiards,

● Conduct a wagering pool or lottery, or

● Are required to be registered and you received wagers

for or on behalf of another person but did not report that

person’s name and address.

bowling, boxing, cards, checkers, cricket, croquet, dog

racing, football, golf, gymnastics, hockey, horse racing,

lacrosse, rubgy, soccer, squash, tennis, track, tug of war,

and wrestling.

Use Form 11-C, Occupational Tax and Registration

Return for Wagering, to register.

Exempt organizations. Organizations exempt from

income tax under section 501 or 521 are not exempt from

the tax on wagering or the occupational tax. However, see

Lottery below for an exception.

Completing Form 730. If you are not using the

preaddressed Form 730, enter your name, address,

employer identification number (EIN), and the month (MM)

and year (YYYY) for which this form is filed.

Rounding. You may round amounts to whole dollars. If

you do round, leave the entry for the cents amounts blank.

You can drop amounts that are less than 50 cents, and

increase amounts that are 50 cents or more to the next

whole dollar. If you do round, do so for all amounts. But if

you have to add two or more amounts to figure the amount

to enter on a line, include cents when adding and only

round off the total.

When to file. If you are liable for the tax, file Form 730 for

each month by the last day of the month following the

month for which you are reporting taxable wagers. The IRS

will not send you a notice that a return is due. Once you file

a return reporting the tax, the IRS will mail you a Package

730 each quarter with your information preprinted on it. File

a return each month whether or not you have taxable

wagers to report. If you have no tax to report, write “None”

in the entry space for line 6; sign and date Form 730. If you

stop accepting wagers, check the final return box above

line 1.

Where to file. Mail your return to the Department of the

Treasury, Internal Revenue Service, Cincinnati, OH

45999-0100.

Contest. A contest is any competition involving speed,

skill, endurance, popularity, politics, strength, or

appearance, such as elections, the outcome of nominating

conventions, dance marathons, log-rolling contests,

wood-chopping contests, weightlifting contests, beauty

contests, and spelling bees.

Wagering pool. A wagering pool conducted for profit

includes any method or scheme for giving prizes to one or

more winning bettors based on the outcome of a sports

event, a contest, or a combination or series of these events

or contests if the wagering pool is managed and

conducted for the purpose of making a profit. A wagering

pool or lottery may be conducted for profit even if a direct

profit does not occur. If you operate the wagering pool or

lottery with the expectation of a profit in the form of

increased sales, attendance, or other indirect benefits, you

conduct it for profit.

Lottery. This includes the numbers game, policy, punch

boards, and similar types of wagering. In general, a lottery

conducted for profit includes any method or scheme for

the distribution of prizes among persons who have paid or

promised to pay for a chance to win the prizes. The

winning prizes are usually determined by the drawing of

numbers, symbols, or tickets from a wheel or other

container or by the outcome of a given event.

It does not include either of the following kinds of events.

1. Games of a type in which usually the wagers are

placed, winners are determined, and the prizes are

distributed in the presence of everyone who placed a

wager. Card games, roulette games, dice games, bingo,

keno, and gambling wheels usually fall within this

exception.

2. Drawings conducted by a tax-exempt organization, if

Specific Instructions

Line 1. Enter the gross amount of wagers accepted during

the month. Gross wagers are the total of those wagers that

are authorized and those wagers that are not authorized by

the state in which they are accepted. Include all charges

the net proceeds of the drawing do not benefit a private

shareholder or individual.

What is not taxed. The tax is not imposed on the

following five items:

● Parimutuel wagering, including horse racing, dog racing,

connected with placing the wager, including any fee or

charge incident to placing the wager. If you can prove that

the person placing the wager has paid a separate charge

and jai alai, when it is licensed under state law.

● Coin-operated devices, such as slot machines, pinball

machines, or video games.

equal to the tax, do not include that amount in the amount

of the wager. Do not include laid-off wagers in this amount.

● Sweepstakes, wagering pools, or lotteries that are

conducted by an agency of a state, if the wager is placed

What is taxed. The tax applies only to wagers accepted

in the United States or placed by a person who is in the

with the state agency or its authorized agents or

employees.

United States with a person who is a U.S. citizen or

resident.

● Games of the type in which all persons placing wagers in

the game are present when wagers are placed, winners are

Taxable wagers include those placed:

● On a sports event or contest with a person engaged in

the business of accepting wagers on a sports event or

contest.

determined, and prizes or other property are distributed.

● Drawings conducted by an organization exempt from tax

under sections 501 and 521, as long as the net proceeds

of the drawing do not benefit a private shareholder or

individual.

Form 730 (1-2009)

Page

4

Line 2. Enter the gross amount of any laid-off wagers

accepted during the month. Gross laid-off wagers are the

total of those laid-off wagers that are authorized and those

that are not authorized by the state in which they are

accepted.

2. A statement that includes:

a. The reason for the credit,

b. The month in which the tax was paid,

c. The date of payment, and

Lines 4a and 4b. Enter the applicable amount included in

line 3. Multiply the amount by the rate shown and enter the

result. The rate of tax depends on whether the wager is

authorized by the laws of the state in which the wager was

accepted. The lower rate applies to wagers that are

authorized by state law.

Line 5. You may be able to claim a credit for the amount of

any overpayment of tax or for the amount of tax imposed

with respect to a wager that you laid off. You may also use

Form 8849, Schedule 6, to make a claim for refund.

Credit for an overpayment of tax. Generally, you may

claim a credit for any overpayment of tax. The claim must

be filed within 3 years from the time the Form 730 reporting

the tax was filed or 2 years from the time the tax was paid,

whichever is later. No credit is allowed unless a statement

of the facts involving the overpayment is attached that

includes the following information:

● An explanation of the reason for claiming a credit.

● The date of payment and the amount of the tax.

● Whether any previous claim covering the amount

d. Whether any previous claim covering all or part of

the amount involved has been filed.

Line 6. If line 4c is more than line 5, enter the difference in

line 6. You do not have to pay if line 6 is under $1.00. You

may pay the amount shown on line 6 using the Electronic

Federal Tax Payment System (EFTPS) or by check or

money order. If you pay using EFTPS, do not file Form

730-V, Payment Voucher.

Electronic payment. Now, more than ever before,

businesses can enjoy the benefits of paying their federal

taxes electronically. Whether you rely on a tax professional

or handle your own taxes, the IRS offers you a convenient

program to make it easier. Spend less time on taxes and

more time running your business. Use EFTPS to your

benefit. For information on EFTPS, visit www.eftps.gov or

call EFTPS Customer Service at 1-800-555-4477.

Recordkeeping. Keep copies of your tax returns, records,

and accounts of all transactions to show that the correct

tax has been paid. Keep records to support all adjustments

claimed and all exemptions at least 4 years from the latest

of the following dates: when the tax became due, when

involved, or any part, has been filed.

● A statement that you:

1. Have not collected (whether as a separate charge or

you paid the tax, when you claimed an adjustment, or

when you filed a claim for refund.

Always keep your records available for IRS inspection.

otherwise) the amount of the tax from the person that

Penalties. Avoid penalties and interest by filing returns and

placed the wager on which the tax was imposed,

paying taxes when due. The law provides penalties for

2. Have repaid the amount of the tax to the person that

placed the wager, or

3. Have the written consent of the person that placed the

wager to the allowance of the credit. The consent must be

attached to the return.

● If the overpayment relates to a laid-off wager accepted

by you, one of the above three statements must be

attached for both the person who placed the laid-off wager

with you and the person who placed the original wager.

Credit for wagers laid off by you. If you accept a

wager and lay off all or a part of that wager with a person

who is liable for tax, then follow the rules below to claim a

credit depending on if you paid the tax.

● If you have not paid the tax, a credit may be claimed on

filing a return late; paying taxes late; failing to file a return;

negligence; and fraud. These penalties are in addition to

the interest charge on late payments. The penalty for filing

a return late or paying the tax due late will not be imposed

if you can show that the failure to file a timely return or

timely pay the tax due is due to reasonable cause.

Unresolved tax problems. The Taxpayer Advocate’s

office may assign a personal advocate to taxpayers who

have been unable to resolve their problems with the IRS.

You can write to the Taxpayer Advocate at the IRS office

that last contacted you or call a toll-free assistance

number, 1-877-777-4778. Persons who have access to

TTY/TDD equipment may call 1-800-829-4059 to ask for

help from the Taxpayer Advocate. This office cannot

change the law or technical decisions, but it can help clear

Form 730 in the amount of the tax due for the laid-off

up problems that resulted from previous contacts.

wager, provided there is attached to Form 730 for the

month during which the wager was accepted and laid off

the certificate described in Regulations section

44.6419-2(d).

● If you have paid the tax, a credit may be allowed for the

Disclosure of information on wagering taxes. Except for

administering or enforcing Internal Revenue taxes, neither

the Treasury Department nor any of its employees may

disclose documents, records, or information obtained

through them that a taxpayer supplies in connection with

tax paid on the laid-off amount. The claim must be filed

within 3 years from the time the return reporting the tax

wagering taxes. Also, certain documents related to

wagering taxes and information obtained through them

was filed or 2 years from the time the tax was paid,

that relates to wagering taxes may not be used against the

whichever is later. Interest will not be allowed on a credit

for the tax imposed on a wager that you laid off.

taxpayer in any nontax criminal proceeding. See section

4424 for more details.

7. SURRENDER OF PREMISES: Tenant shall surrender the premises to Landlord immediately upon

termination of this agreement.

8. TERMINATION: In the event tenant fails to perform any of the conditions of this Lease, the landlord

shall have the option to provide notice to the tenant of tenant’s failure to comply. Landlord shall have the

rights of the three day notice to quit in the event of non-compliance with this agreement or in the event of

nonpayment of rent in conjunction with this lease.

9. USE: Tenant shall use the premises for ____________________ (purpose) only and may not use the

premise for any other purpose without the expressed written consent of Landlord.

10. RIGHT TO ENTER: Landlord shall have the right to enter the premises at any reasonable time for

the purpose of inspection.

11. APPLICABLE LAW: The law that governs this Agreement is the law of the State of Alaska. In the

event the landlord finds it necessary to enforce the provisions of this agreement against the tenant, the

landlord shall be entitled to reasonable attorney’s fees and costs.

12. ADDITIONAL PROVISIONS:

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

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.

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;

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 herein-above, 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 stock-books 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.

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 herein-above, 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:

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)______________

__________(30)______________

__________(31)______________

__________(32)______________

“CORPORATION”

__________(33)______________

__________(35)_________________

__________(36)_________________

By:___________(37)________________

C. The above-described personal injuries are ________________ (total or partial)

and have been determined to be _________________________ (permanent or

temporary) in nature.

D. Prior to the date of this release, ______________________ (month & day),

______ (year), the sum of __________________ Dollars ($__________) has been

paid (or is due and unpaid) to releasor as benefits under the _________________

(state) workers compensation law or otherwise as the case may be). The sum of

__________________ Dollars ($__________) in additional payments is to be made

to releasor, such payments continuing until ________________________ (month &

day), ___________ (year), or for a period of ____________ weeks.

E. __________ (In the event of a claim or lien for unemployment benefits, the

number of days and the amount of temporary disability indemnity for which a lien

should be allowed should be set out.)

F. Releasor is willing to release company from all claims that ____________

(he/she) may have in relation to the above-described personal injuries according to

the terms of this instrument.

SECTION ONE

RELEASE OF ALL CLAIMS

In consideration of the sum of ____________ Dollars ($__________ ), receipt of

which from company is hereby acknowledged, releasor executes this release in full

settlement of all claims as hereinafter set forth for ______________________

(himself/herself), and ____________ (his/her) dependents, heirs, legal

representatives and assigns, releasor forever releases and discharges company, its

agents, officers, employees, successors and assigns, of and from any and all claims,

demands, actions and causes of action or suits at law or in equity for and on account

of any and all known and unknown injuries, disabilities, physical and mental,