Founders Stock Purchase Agreement (Company Name) An Illinois Corporation This Stock Purchase Agreement is entered into as of ____________,200

___, by ____________________, an (State)Corporation, (the Company) and _______. (the Purchaser). Sale of Restricted Shares. On terms and conditions set forth in this Agreement, the Company agrees to sell to Purchaser, and the Purchaser agrees to purchase from the Company, (# of shares) Restricted Shares. The sale and purchase shall occur at the offices of the Company on the date set forth above or at such other place and time as the parties may agree.

I)

Purchase Price: The purchase price shall be $._______( ) per share.

Purchase. The purchase and sale of the Restricted Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution of this Agreement or at such other time and place as the Company and Purchaser shall agree (the Purchase Date). On the Purchase Date, the Company will deliver to Purchaser a certificate representing the Restricted Shares to be purchased by Purchaser (which shall be issued in Purchasers name) against payment of the purchase price therefor by cash, check. Limitations on Transfer: In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, transfer, convey encumber or otherwise dispose of any interest in the Restricted Shares while such Restricted Shares are subject to the Companys Repurchase Option (as defined below), except as provided below. After any Restricted Shares have been released from the Repurchase Option, Purchaser shall not assign, encumber or dispose of any interest in such Restricted Shares except in compliance with the provisions below and applicable securities laws. Repurchase Option. Scope of Option. In the event of voluntary termination, involuntary termination with cause or involuntary termination without cause of Purchasers employment with the Company for any reason (including death or disability]), the Company shall, upon the date of such termination (the Termination Date) have an irrevocable option, but not obligation, for a period of sixty (60) days from such date to repurchase all or any portion of the Restricted Shares held by Purchaser as of the Termination Date which have not yet been released from the Companys Repurchase Option. Repurchase Price. If the Company exercises its Repurchase Option, it shall pay the Purchaser the lesser of an amount equal to $ _______ per share or the price per Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the Company (the Fair Market Value )on the date of termination as determined by the Board of Directors annual meeting as set in the Companys bylaws (the Repurchase Price).

Exercise of Repurchase Option. The Repurchase Option shall be exercisable only by written notice delivered to the Purchaser (or his executor or agent) prior to the expiration of the 60-day period specified in Section IV (A)(a) above. The notice shall set forth the date on which the repurchase is to be effected. Such date shall not be more than 30 days after the date of the notice. The certificate(s) representing the Restricted Shares to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to the Purchaser the Repurchase Price determined according to section IV (A)(b) above. Payment shall be made in (A) cash or cash equivalent or (B) by cancellation for indebtedness equal to the Repurchase Price or (C) by a combination of both (A) and (B). The Repurchase Option shall terminate with respect to any Restricted Shares for which it has not timely exercised pursuant to this Subsection (c). Lapse of Repurchase Option. The Companys Repurchase Option shall lapse immediately upon issuance of Certificate with respect to the first 10% of the Restricted Shares. An additional 30% shall vest upon the employee completing 12 months of continuous service from the date of this Agreement. Thereafter, an additional 10% shall vest for each 6 months of continuous service up to the end of the 36th month. The Repurchase Option shall lapse and all of the remaining Restricted Shares shall become vested if (A) the company is subject to a Change in Control and (B) The Repurchase Option is not assigned to the entity that employs Purchaser immediately after the Change in Control or to its parent or subsidiary. For purposes of this Agreement, "Change in Control" means a merger, consolidation, sale or conveyance of all or substantially all of the Company's shares of capital stock or assets to any person or entity pursuant to which the voting securities of the Company outstanding immediately before the transaction represent immediately after the transaction less than a majority of the outstanding voting securities of the surviving entity (or its parent) or the purchasing entity (or its parent), as the case may be. Additional Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Companys outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which by reason of such transaction are distributed with respect to any Restricted Shares or into which such Restricted Shares thereby become convertible shall immediately be subject to the Repurchase Option. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of the Restricted Shares. After each such transaction, appropriate adjustments shall also be made to the Repurchase Price per share to be paid upon the exercise of the Repurchase Option in order to reflect any change in the Companys outstanding securities effected without receipt of consideration therefor; provided, however, that the aggregate purchase price payable for the Restricted Shares remains the same.

a) Termination of Rights as Stockholder. If the Company makes available, at the

time and place and in the amount and form provided in this Agreement, the consideration for the Restricted Shares to be Repurchased in accordance with Section IV (A), then after such time the person from whom such Restricted Shares are to be repurchased shall no longer have any rights as a holder of such Restricted Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Restricted Shares shall be deemed to have been Repurchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement. B) Right of First Refusal

a) Right of First Refusal. Upon the expiration of the Repurchase Option and in the
event that the Purchaser proposes to sell, pledge or otherwise transfer to a third party any Restricted Shares, or any interest in such Restricted Shares, the Company shall have the Right of First Refusal with respect to all or part of such Restricted Shares. If the Purchaser desires to transfer Restricted Shares, the Purchaser shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Restricted Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal or state securities laws. The Transfer Notice shall be signed by both the Purchaser and the proposed Transferee and must constitute a binding commitment of both parties to transfer the Restricted Shares. The company shall have the right, but not the obligation, to purchase all or a portion of the Restricted Shares on the terms proposed in the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under subsection IV (B)(b) below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Companys rights under this Subsection IV (B)(a) shall be freely assignable, in whole or in part.

b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal
within 30 days after the date when it received the Transfer Notice, the Purchaser may, not later than 90-days following receipt of the Transfer Notice by the Company, conclude a transfer of the Restricted Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal and state securities laws and not in violation of any other contractual restrictions to which the Purchaser is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Purchaser, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection IV (B)(a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Restricted Shares on the terms set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the

Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Restricted Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Restricted Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice. If the offered price specified in the Transfer Notice includes consideration other than cash, the cash equivalent of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith. Additional Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spinoff, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Companys outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which by reason of such transaction are distributed with respect to any Restricted Shares or into which such Restricted Shares subject to this Section (B) or into which such Restricted Shares thereby become convertible shall immediately be subject to this section IV (B).

c) Termination of Right of First Refusal. Any other provision of Section IV (B)

notwithstanding, in the event that the Restricted Stock is readily available on an established securities market when the Purchaser desires to transfer Restricted Shares, the Company shall have no right of First Refusal, and the Purchaser shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

d) Exception for Certain Family Transfers. Anything to the contrary contained

in this Section IV (B) notwithstanding, the transfer of any and all of the Restricted Shares upon Purchasers death by will or intestacy to Purchasers Immediate Family or a trust for the benefit of Purchasers Immediate Family shall be exempt from the provisions of this Section IV (B). Immediate Family as used herein shall mean, spouse, lineal descendant or antecedent, father, mother, brother, sister. In such case, the transferee or other recipient shall receive and hold the Restricted Shares so transferred subject to the provisions of the Agreement, shall notify the company of the transfer, in writing, within thirty days of receipt of the restricted shares and there shall be no further transfer of such Restricted Shares except in accordance with the terms of this Agreement

e) Termination of Rights as Stockholder. If the Company makes available, at the

time and place and in the amount and form provided in this Section IV (B), the consideration for the Restricted Shares to be Repurchased in accordance with Section IV (B), then after such time the person from whom such Restricted Shares are to be purchased shall no longer have any rights as a holder of such Restricted Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Restricted Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.

C) Involuntary Transfer

a) Companys Right to Purchase Upon Involuntary Transfer. In the event, at

any time after the Date of this Agreement, of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section IV (B)(e) above) of all or a portion of the Restricted Shares by the record holder thereof, the Company shall have the option, but not obligation, to purchase all or a portion of the Restricted Shares transferred at the greater of the purchase price paid by the Purchaser pursuant to this Agreement or the fair market value of the Restricted Shares on the date of transfer. Upon such transfer, the person acquiring the Restricted Shares shall promptly notify the Secretary of the Company, in writing, of such transfer. The right to purchase Restricted Shares shall be provided to the Company for a period of 30 days following receipt by the Company of written notice by the person acquiring the Restricted Shares.

b) Price for Involuntary Transfer. With Respect to any stock transferred pursuant
to Section IV(C)(a), the price per Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the Company. The Company shall notify Purchaser or his or her executor of the price so determined within 30 days after receipt by it of written notice of the transfer of proposed transfer of Restricted Shares. However, if the Purchaser does not agree with the valuation as determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall be borne equally by the Company and the Purchaser.

c) Companys Right to Purchase upon Involuntary Transfer to Immediate

Family. Notwithstanding any other provision in this Agreement to the contrary, in the event of the death of the stockholder and the transfer of shares to immediate family members as defined in section IV (B)(e) the company shall have the right to repurchase the Restricted Shares at the original purchase price of $( ) per share.

D) Assignment. The right of the Company to purchase any part of the Restricted Shares
may be assigned in whole or in part to any stockholder or stockholders of the Company or other persons.

E) Restrictions Binding on Transferees. All transferees of Restricted Shares,

including but not limited to those Restricted Shares transferred pursuant to Section IV (B)(e), or any interest therein will receive and hold such Restricted Shares or interest subject to the provisions of this Agreement, including, insofar as applicable, the Repurchase Option. Any sale or transfer of the Companys Shares shall be void unless the provisions of this Agreement are met.

F) Termination of Rights. The Repurchase Option granted the Company by Section

IV (A) above, and the Right of First Refusal granted the Company by section IV (B) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act. Upon the expiration or exercise of the Repurchase Option and the termination of the Right of First Refusal, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section IV C) below delivered to Purchaser.

G) Escrow of Unvested Shares. For purposes of facilitating the enforcement of the

provisions of this Agreement, Purchaser agrees, immediately upon receipt of the certificate(s) for the Restricted Shares subject to the Repurchase Option and the Right of First Refusal, to deliver such certificate(s) to the Secretary of the Company to hold such certificate(s) and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretarys designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretarys designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement. II) Representations.

A) Purchaser Representations, In connection with the purchase of Restricted Shares,

Purchaser represents to the Company the following: a) Purchaser is aware of the Companys business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire Restricted Shares. Purchaser is purchasing Restricted Shares for investment for his or her own account only and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. b) Purchaser understands that the Restricted Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the investment intent expressed herein. c) Purchaser further acknowledges and understands that the Restricted Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands the Company is under no obligation to register

the Restricted Shares. Purchaser understands that the certificate evidencing the Restricted Shares will be imprinted with a legend that prohibits the transfer of the Restricted Shares unless they are registered or such registration is not required in the opinion of counsel of the Company. d) Purchaser is familiar with the provisions of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits the limited public resale of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by rule 144 has been satisfied, the sale occurring through an unsolicited brokers transaction, and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. e) The Purchaser will not sell, transfer or otherwise dispose of the Restricted Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act of 1933. The Purchaser agrees that he or she will not dispose of the Restricted Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Restricted Shares and he or she has provided the Company with written assurances, in substance and form acceptable to the Company, that (A) the proposed disposition does not require registration of the Restricted Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Restricted Shares under the Rules of the Illinois Business Incorporation Act of 1983.

B) Rights Of the Company. The Company shall not be required to (a) transfer on its
books any Restricted Shares that have been sold or transferred in contravention of this Agreement or (b) treat as the owner of Restricted Shares, or otherwise to accord voting, dividend, or liquidation rights to any transferee to whom Restricted Shares have been transferred in contravention of this Agreement.

C) Legends And Stop Transfer Orders a) Legends. The certificate or certificates representing the Restricted Shares shall
bear the following legends (as well as any legend required by applicable federal or state law): (1) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND WITH A VIEW TO OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION

THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT RECQUIRED UNDER THE SECURITIES ACT OF 1933. (2) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

b) Stop Transfer Notices. Purchaser agrees that, in order to ensure compliance

with the restrictions referred to herein, the Company may issue appropriate stop transfer instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

c) No Employment Rights Nothing in this Agreement shall affect in any manner

whatsoever the right or power of the Company, or parent or subsidiary of the Company, to terminate Purchasers employment, for any reason, with or without cause.

D) Market Standoff. In connection with any underwritten public offering by the

Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Companys initial public offering, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Shares (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

E) Section 83(b) Election. Purchaser acknowledges and understands that the

acquisition of the Restricted Shares may result in adverse tax consequences that may be avoided or mitigated by filing an election under IRS Code Section 83(b). Such election may be filed only within 30 days after the date of purchase. The purchaser acknowledges that the purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Restricted Shares and that Purchaser is not relying on the Company for any tax advice. Purchaser acknowledges that it is his or her sole responsibility, and not the Companys, to file a timely election under Code Section 83(b), even if the Purchaser requests the Company or its representatives to make this filing on his or her behalf.

F) Term Life Insurance

a) At the appropriate time as determined by the Board of Directors, the company shall purchase and maintain, a term life insurance policy to compensate the family of the Purchaser in the event of death or disability (the Policy). The value of the policy shall be determined by the Board of Directors and adjusted annually. b) The purchaser shall have the right to designate the beneficiary(s) of said policy and the Purchaser and Company agree to execute any and all documents necessary to effect such policy. All premiums required for the Term Life insurance policy shall be borne by the Company. In the event of termination of employment of the Purchaser, whether voluntary or involuntary, and/or the transfer or other disposition of the Restricted Shares, the Company shall be under no obligation to continue payment of premiums for the aforementioned policy and may be terminated in the sole discretion of the Company. c) . III) Miscellaneous.

A) Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Illinois, without giving effect to conflict of law.

B) Notice. Any notice required or permitted by this Agreement shall be in writing and
shall be deemed sufficient when delivered personally or sent by fax or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such partys address as set forth below or as subsequently modified by written notice. If to the Corporation:

If to Purchaser:

C) Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter herein and merges all prior understanding between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement shall be effective unless in writing signed by the parties to this Agreement. The failure of either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

D) Construction. This Agreement is the result of negotiations between and has been
reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

E) Severability. If one or more provisions of this Agreement are held to be

unenforceable under applicable or by a court of competent jurisdiction, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (I) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

WHEREFOR the parties have executed this Agreement as of the date first set forth above;

____________________ By: ___________________________________ . President

PURCHASER: ______________________________________

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