PRE-INCORPORATION AGREEMENT

AGREEMENT is made between the following parties: ___________________, ___________________, and ____________________ to organize a Corporation upon the following terms and conditions on this __________ day of ___________________.

WHEREAS the parties listed above desire to organize a Corporation upon the terms and conditions hereinafter set forth; and further desire to establish their mutual rights and responsibilities in relation to their corporate organizational activities;

NOW, THEREFORE in consideration of the premises and mutual covenants contained herein, the parties agree as follows:

FIRST: The parties form and organize a Corporation under the laws of the state of ____________________.

SECOND: Attached as Exhibit A are the proposed Articles of Incorporation for said Corporation.

THIRD: Within seven (7) days after the first issuance of the Corporation's certificate of incorporation, the parties agree that the Corporation's authorized stock shall be distributed, and consideration paid, as follows:

1. In consideration of the cash payment to the Corporation made by ___________________ of the amount of $___________, ____________ (insert either common or preferred) stock equal to ___________ shares shall be issued to him or her.

2. In consideration of the transfer to the Corporation of the following property ______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(list property, real or personal, to be transferred), ________ shares of ______________ (common or preferred) stock shall be issued to _______________________________.

3. _________________________________________________________________

4. _________________________________________________________________

FOURTH: The parties further agree not to transfer, sell, assign, pledge, or otherwise dispose of their shares of stock issued by the Corporation until they have first offered the shares for sale to the Corporation, and then, should the Corporation refuse such offer, to the other shareholders on a pro rata basis. All shares shall be offered

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