any part of the amount owed without the imposition of a premium or

penalty therefore.

5. the parties hereto agree that they will not dispose of their shares of stock

in such a way as to cause the termination of the corporation's ability to be

taxed as an electing small business corporation under subchapter s of the

internal revenue code of 1954.

6. each certificate of stock of the corporation shall contain the following

information： transfer or pledge of these shares is restricted under a

shareholders' agreement dated ________________， （year）____.

a copy of the agreement， which affects other rights of the holder of these

shares， will be kept on file at the office of the corporation at

_________________________________.

7. should any dispute arise between two or more of the parties to this agreement

as to their rights under any provisions of this agreement， the parties hereby

agree to refer such dispute to the american arbitration association， whose

decision on the questions shall be binding on the parties and shall be without

appeal.

8. the corporation is authorized to enter into this agreement by a resolution

adopted by the shareholders and directors， dated _____________________________，

（year）_____.

9. this agreement or any of its provisions may be changed only by the mutual

consent of the undersigned parties， and unless so changed it remains binding

upon all the parties， their heirs， executors， administrators， legal

representatives， and assigns， who shall execute and deliver all necessary

documents required to carry out the terms of this agreement.

in witness thereof， the individual parties hereto set their hands and seals， and

the corporation has caused this agreement to be signed by its duly authorized

officers and the corporate seal affixed.

______________________________ ___________________________

（president） （date）

______________________________ ___________________________

（secretary） （date）

______________________________ ___________________________

（shareholder） （date）

股东协议

本协议由下列各方订立于————年————月————日：

（1） ————公司，主营业所位于————；与

（2

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