___________ LIMITED LIABILITY COMPANY BUY-SELL AGREEMENT (With Termination Provision) THIS AGREEMENT dated_______, is made and entered into by and between ___________ Limited Liability Company ("the company") and ______ as members and proposed members. WHEREAS it is in the best interest of the company and, therefore, of its owners that there be an ability to maintain a compatible control group for stability of management and possible expansion, and WHEREAS all owners desire to retain their right to hold all or part of their ownership interest, pass it to their heirs or sell it for the highest attainable price, therefore IT IS AGREED THAT: 1. Should any of the undersigned members desire to sell or transfer any portion or all of his ownership interest, the company has the right to purchase that interest, including the right to meet selling members's highest responsible offer, as provided in this Agreement. If selling member has a responsible offer, then the interest shall be offered to the company by a written proposal which shall set forth in detail its terms and conditions, and the names of all persons having an interest in the offer. The company has the right to meet the terms and conditions of that offer, to be exercised at anytime within 30 days after receipt of the written proposal. 2. If the company is unwilling or unable to act as allowed, the undersigned members not selling their interest may participate proportionately in the purchase(s), according to the percentage of their interest ownership, unless they agree unanimously to some other percentage of participation. 3. Ownership interest in the company may be transferred by the undersigned by gift, devise, trust, or bequest to members of his family or his heirs without restriction herein. However, the recipient shall take the interest subject to the terms of this Agreement providing a right of first refusal upon any offer of sale. 4. After one year, if any party or parties wish to purchase another party or parties' total share ownership, the party demanding the buy-sell can serve in writing the price per share he agrees to buy or sell his ownership interest. The party receiving the buy-sell notice has 30 days to either sell his ownership interest at the notice price or, at his option, to buy the ownership interest of the party or parties giving notice, at the notice price. If the party receiving the notice does not respond to buy or sell within the 30 days, the party giving notice will pay his notice price and the ownership interest will be transferred to that party or parties. 5. The minutes and Certificate of Ownership shares of the company shall reflect that the interest held by the parties to this Agreement shall be subject to the terms and provisions of this Agreement, and no transfer of the interest shall be made or recognized by the company except on compliance. IN WITNESS WHEREOF, the parties have executed this agreement on the date written above. MEMBERS: ___________, LLC ___________________ By:____________________________