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ASSIGNMENT OF SECURITY INTEREST ASSIGNMENT AND TRANSFER OF STOCK CERTIFICATE ASSIGNMENT OF TRADEMARK SUBSCRIPTION AGREEMENT STOCK PURCHASE AGREEMENT

EXHIBIT "A" BUY-SELL AGREEMENT BOAT RENTAL AGREEMENT EMPLOYMENT AGREEMENT AGREEMENT WITH ACCOUNTANTM

ASSIGNMENT OF SECURITY INTEREST     up

     FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to _, its successors or assigns, all right, title and interest of the undersigned in and to a certain security interest and debt thereto issued to the undersigned from _ [Debtor], under date of _, 19_, all as annexed hereto.
     Signed this _ day of _, 19_.
     ______________________________

ASSIGNMENT AND TRANSFER OF STOCK CERTIFICATE     up

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to _, [_] shares of the stock of _ [Corporation] standing in the name of the undersigned on the books of the Corporation and represented by Certificate No. _.
     The undersigned hereby and irrevocably constitutes and appoints _, attorney-in-fact, to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
     Dated: _
     _______________________________
     In the presence of:
     _______________________________

ASSIGNMENT OF TRADEMARK     up

     This agreement entered this [day] of [month], [year] between [name of assignor] , of [address], City of [city], State of [state] , herein referred to as "Assignor", and [name of assignee] of [address], City of [city], State of [state], herein referred to as "Assignee".
     That Assignor has adopted and is using a mark registered in the United States Patent Office, Registration No. [number], dated [date] and Assignee is desirous of acquiring such mark and the registration thereof.
     That for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor does hereby assign to Assignee all rights, title and interest in and to said mark, the goodwill of the business symbolized by said mark, along with the registration thereof, the number of which is contained herein.
     Date____________________
     ________________________
     [Signature]
     [Acknowledgment]

SUBSCRIPTION AGREEMENT     up

     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)___________

STOCK PURCHASE AGREEMENT     up

     THIS AGREEMENT is made and entered into this _(1)_ day of ________(2)_______, 19_(3)_, by and between _________(4)_________, (hereinafter referred to as "Seller") and ________(5)___________, (hereinafter referred to as "Purchaser");

     W I T N E S S E T H:

     WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares of the capital stock of ____(6)____, (hereinafter referred to as the "Corporation"), a ___(7)___ corporation, which Corporation has issued capital stock of _(8)_ shares of $___(9)___ par value common stock, and

     WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon the terms and subject to the conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Corporation's Stock aforementioned, it is hereby agreed as follows:

     1. PURCHASE AND SALE:
     Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller.
     The closing of the transactions contemplated by this Agreement (the "Closing"), shall be held at ________(10)_________, on ______(11)______, at ______(12)______, or such other place, date and time as the parties hereto may otherwise agree.

     2. AMOUNT AND PAYMENT OF PURCHASE PRICE.
     The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

     3. REPRESENTATIONS AND WARRANTIES OF SELLER.
     Seller hereby warrants and represents:
     (a) Organization and Standing.
     Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of ____(13)____ and has the corporate power and authority to carry on its business as it is now being conducted.
     (b) Restrictions on Stock.
     i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.
     ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges.
     iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.

     4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.
     Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

     5. GENERAL PROVISIONS
     (a) Entire Agreement.
     This Agreement (including the exhibits hereto and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
     (b) Sections and Other Headings.
     The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
     (c) Governing Law.
     This agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of ____(14)_____. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in ______(15)____ County, State of ___(16)____. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

     IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.
     Signed, sealed and delivered in the presence of:
     ______________(17)______________     _____________(18)______________
     ______________(17)______________
     ______________(17)______________     _____________(19)______________
     ______________(17)______________

EXHIBIT "A"      up

     AMOUNT AND PAYMENT OF PURCHASE PRICE
     (a) Consideration.
     As total consideration for the purchase and sale of the Corporation's Stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of _______(20)_______ Dollars
     ($__________), such total consideration to be referred to in this Agreement as the "Purchase Price".
     (b) Payment.
     The Purchase Price shall be paid as follows:
     i. The sum of ______(21)_______ Dollars ($_________) to be delivered to Seller upon the execution of this Agreement.
     ii. The sum of ______(22)_______ Dollars ($_________) to be delivered to Seller at Closing.

BUY-SELL AGREEMENT     up

     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",

W I T N E S S E T H :

     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.
     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 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.

     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:
     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)_________________
     __________(30)______________
     __________(31)______________ __________(36)_________________
     __________(32)______________
     "CORPORATION"
     __________(33)______________ By:___________(37)________________
     President of the Corporation
     __________(34)______________
     ATTEST: _________(38)________
     Secretary of the Corporation
     (CORPORATE SEAL)

BOAT RENTAL AGREEMENT     up

     THIS AGREEMENT is made and entered into this _(1)_ day of _______(2)_________, 19_(3)_, by and between ________(4)_________, of __________(5)____________, hereinafter called "Owner", and ________(6)___________, of __________(7)____________, hereinafter called "Renter".

BOAT

RENTAL PERIOD

USE OF BOAT

INSURANCE

TRAILER

EMPLOYMENT AGREEMENT     up

     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 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
     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)_______________

AGREEMENT WITH ACCOUNTANTM     up

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