英汉对照：股东协议

　　SHAREHOLDERS AGREEMENT

　　AGREEMENT made this _____________ day of ______________， （year）____， between

　　____________________ Corporation， having its principal office at

　　______________________________ ______________________________， and

　　_________________________ residing at ______________________________， and

　　_________________________ residing at ______________________________， and

　　_________________________ residing at ______________________________.

　　Whereas， the above signed parties wish to promote the Corporation's interests

　　and secure their own interests by making provision to avoid future differences.

　　It is therefore mutually agreed that：

　　1. As long as each of the undersigned shareholders remains a shareholder in

　　______________________________ Corporation， he or she will vote his or her

　　respective shares of stock in the corporation for each of the following named

　　directors.

　　1._____________________________

　　2._____________________________

　　3._____________________________

　　Any of the above directors who cease to be a shareholder in the Corporation

　　shall submit his or her resignation to the Corporation when he or she transfers

　　his or her shares.

　　2. Each of the undersigned parties agree that he or she shall will devote his or

　　her best efforts to the best interests and advancement of the corporation.

　　3. For the common interest of the Corporation， the undersigned shareholders

　　agree to the following people appointed and elected as officers of the

　　Corporation， as long as they remain shareholders of the Corporation and perform

　　competently， faithfully， and efficiently.

　　_________________________________________

　　（President）

　　_________________________________________

　　（Vice President）

　　_________________________________________

　　（Secretary）

　　_________________________________________

　　（Treasurer）

　　Any of the foregoing officers who ceases to be a shareholder in the Corporation

　　shall submit his or her resignation to the corporation when he or she transfers

　　his or her shares.

　　4（a）。 The undersigned shareholders agree any action taken at a meeting of the

　　shareholders that receives a vote in favor of less than ________% of the

　　shareholders may be subject to action from the dissenting shareholders. They may

　　require the other shareholders to either （1） Rescind the action or （2） Purchase

　　the shares of the corporation owned by the dissenter（s） at a price per share

　　computed on a pro rata basis according to Section 4（d） of this agreement within

　　_______ days. The below undersigned shareholders agree that should their vote in

　　favor of the action be dissented from， they will either （1） Rescind it， or （2）

　　Purchase the dissenter's shares computed on a pro rata basis according to

　　Section 4（d） of this agreement within _______ days.

　　4（b）。 The undersigned shareholders agree that they will not sell， pledge，

　　assign， transfer， hypothecate， or otherwise dispose of the shares of stock owned

　　by any of them， unless the shares of stock have been first offered to the

　　corporation at a price computed on a pro rata basis according to Section 4（d） of

　　this agreement. Any such offer shall be made in writing and shall remain open

　　for the acceptance of the corporation for a period of no less than ______ days.

　　Should the corporation accept the offer， it must agree in writing to purchase

　　the entire amount of stock offered and shall make a down payment comprised of

　　______% of the total purchase price. The remaining balance of the total purchase

　　price shall be paid as provided for in Section 4（e） of this agreement. If the

　　Corporation should choose not to purchase the shares within _______ days， the

　　shares shall be offered to the remaining shareholders on the same pro rata basis

　　as provided for in Section 4（d） of this agreement. Any such offer shall be shall

　　remain open for a period of ______ days and shall be made in writing. In the

　　event the remaining shareholders wish to accept the offer， they must agree in

　　writing to purchase any or all of their pro rata portion of shares， and make a

　　down payment comprised of _______% of the total purchase price. The balance of

　　the total purchase price shall be paid as provided in Section 4（e） of this

　　agreement. If any shareholder should elect not to purchase his or her portion of

　　the shares， or should elect to purchase less than the full amount， the remainder

　　shall be offered to the other shareholders on the same pro rata basis as

　　outlined in Section 4（d） of this agreement. After this offering to the remaining

　　shareholders， any amount of stock that remains unpurchased shall be considered

　　freely transferable and no longer subject to the provisions and limitations of

　　this agreement. This agreement shall not bar a sale， transfer， assignment， or

　　bequest shares of stock by one of the undersigned shareholders to a member of

　　his or her immediate family， who shall， however， take his or her stock subject

　　to all the provisions and limitations of this agreement.

　　4（c）。 The parties to this agreement agree that upon the death of

　　___________________， ________________________________， or

　　________________________________， the executors， administrators， or other such

　　legal representatives of the deceased shall， within ________ days， offer to sell

　　to the Corporation all the shares of stock owned by the deceased at the time of

　　his or her death. It is the wish of the parties to this agreement that after the

　　qualification of the legal representatives of the deceased shareholder， his or

　　her family shall terminate any and all interest in the Corporation and that any

　　and all members of the family to whom the deceased has left shares of stock

　　shall sell to the Corporation all shares of stock owned by them within a period

　　of _______ days. The price per share shall be computed on a pro rata basis

　　according to the provisions of Section 4（d） of this agreement.

　　4（d）。 The undersigned parties agree that as of this date one share of stock in

　　the corporation is worth $__________. It is the intention of the parties to

　　review this figure ________ times per year， and that the last agreed-upon figure

　　prior to a such transfer as described in Sections 4（a）， （b）， or （c） shall be

　　binding and conclusive determination as to the value of the stock for such

　　purposes. （e） The purchase price shall be paid as follows： ______% in cash

　　within ________ days after the qualification of the legal representatives of the

　　deceased shareholder. _______% of the unpaid balance shall be paid within the

　　succeeding _________ days， and ______% of the still remaining unpaid balance

　　within ______ days. Interest at the rate of ______% shall be calculated on the

　　outstanding unpaid balance. The Corporation reserves the right to prepay the

　　whole or 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.

　　___________________________

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