SHAREHOLDERS AGREEMENT 


	WHEREAS, ____________________________________, referred to
hereafter as SHAREHOLDERS, are the owners of a total of _______
shares of _________ stock of ______________________________ and
they desire to agree to certain actions to be taken to protect the
value of their holdings, IT IS AGREED: 

That ________________, whose address is ________________________,
a charter signatory to this agreement, shall act as the SECRETARY 
of this agreement. 


In the event that the CORPORATION shall reorganize or
recapitalize, then the agreement shall continue into force with
the security or securities issued in lieu of this class being
subject to the agreement. 


This agreement shall be binding upon the successors of the
signatories. 

Dated: ____________________________________ 





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