FORM 26-13 [NEW]

SAMPLE BUY-SELL AGREEMENT

THIS AGREEMENT is made as of March 31, 1996, by and between Newco, Inc., a Delaware corporation (the “Company”), and each of the shareholders of the Company whose names are set forth on the signature page(s) hereof (“Shareholders”).

RECITALS

The Shareholders own one hundred percent (100%) of the issued and outstanding shares of the capital stock of the Company (the “Shares”).

The Shareholders deem it to be in their best interests and the best interests of the Company to provide for certain restrictions on the transfer of their Shares and for the purchase by the other Shareholders or the Company of such Shares upon the occurrence of certain events. The Shareholders believe that such restrictions will minimize the business disruption that could result from transfers not made in accordance with this Agreement.

Accordingly, the parties agree as follows:

AGREEMENT

1. General Restriction on Transfer of Shares.

No Share or any interest therein shall be validly sold, assigned, pledged, encumbered, awarded, confirmed, or otherwise transferred, for consideration or otherwise, whether voluntarily, involuntarily, or by operation of law, and no purported transferee shall be recognized as a shareholder of the Company for any purpose whatsoever unless and until on of the following condition is satisfied: (a) the holders of all of the other [______percent (____%) of all] Shares have filed with the Secretary of the Company (the “Secretary”) their written consents to such transfer, or (b) such Shares have been transferred, sold, or released from restriction upon transfer in accordance with the provisions of this Agreement; and in either case the transferee has signed a counterpart of the Agreement. A transfer or attempt to transfer subject to the provisions of this Agreement shall be deemed to occur whenever any interest in any Share is transferred or is attempted to be transferred, voluntarily, involuntarily, or by operation of law, irrespective of whether any change in the record ownership of the Shares occurs.

Comment: Consult Appendix I to this Agreement for Optional Clause (1) granting the Shareholder the right to encumber his Shares upon certain conditions.

2. Transfer to Permitted Transferees.

(a) Notwithstanding anything in this Agreement to the contrary, any Shareholder (the “Transferor”) may, during his or her lifetime, give or otherwise transfer, outright or in trust, any or all of his or her Shares to one or more of the following persons: his or her spouse, his or her lineal ancestors or descendants, or to an accredited educational institution or a qualified and legitimate charitable organization (the “Permitted Transferees”); provided that (i) each Permitted Transferee holds such Shares subject to all the terms and conditions of this Agreement and signs a counterpart of this Agreement to that effect, (ii) each Permitted Transferee makes no further transfer of any Shares subject to all the terms and conditions of this Agreement and signs a counterpart of this Agreement to that effect, (ii) each Permitted Transferee makes no further transfer of any Shares, including any transfer to an successor trustee or co-trustee, voluntarily or otherwise, except to the Transferor, to his or her other Permitted transferees, or in accordance with Section 2(b), and [(iii) each spouse (if any) of each Permitted Transferee signs a counterpart of the spousal consent set forth in Section 19].