SHAREHOLDERS RESTRICTIVE AGREEMENT

In multi-shareholder arrangements such as yours, we strongly recommend a Shareholders Restrictive Agreement.

The Agreement is entered into by the shareholders to define their duties and responsibilities to each other and the company. It is like a partnership agreement between the shareholders.

This agreement covers a number of points:

1. It requires the consent of the shareholders to change the type of business the Company engages in.

2. It requires consent of the shareholders to amend the articles of association or the objects contained in the Memorandum of Association.

3. It requires consent of the shareholders to change the name of the Company or to sell its assets or any interest therein.

4. It requires consent of the shareholders to purchase lease or otherwise acquire assets or any interests therein which exceed a value agreed to by all of the shareholders.

5. It requires shareholder consent to enter into any contract, transaction or arrangement of value exceeding an amount agreed to by the shareholders without full and complete disclosure to the shareholders and with the written consent of all the shareholders.

6. It prevents a shareholder from selling his stock to a third party without first offering it to the existing shareholders.

7. It provides for a fair value of the company stock for purchases and sales between shareholders.

8. It provides that the company will own any intellectual property developed by a shareholder for the company.

9. It requires the shareholders to maintain the confidentiality of all customers names and other Company records.

10. Requires that a shareholder refrain impairing the goodwill or reputation of the company.

11. Each shareholder agrees that he will hold harmless and indemnify the company and other shareholders from all costs and expenses associated with defending any action resulting from his violation of the agreement.

12. Each shareholder agrees not to compete against the company. The existence of the shareholders restrictive agreement is placed in the company minutes with special resolutions approving the agreement on behalf of the Company.

We can prepare the shareholders agreement during your company's processing period in our office and during the process we will provide you with a draft either via fax or e-mail of the agreement for your review. You can make any revisions to meet your company's specific needs and return the draft to us.  We will then put it in its final form and deliver it with your Company.