REPRINTED WITH PERMISSION FROM VOLUMES ONE AND TWO OF 
The Emerging Growth Companies Series
From Glasser Legal Works
Order From 1-800-308-1700



Founder’s Stock Purchase
Agreement for Private
Delaware Corporation
(Payable With Promissory
Note)
--

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement is entered into as of ______ __, 19__, by Model
Corporation, Inc. (the “Company”) and ___________________ (the “Purchaser”).

SECTION 1.	Acquisition Of Shares.

(a)	Sale and Purchase. On the terms and conditions set forth in this
Agreement, the Company agrees to sell to Purchaser, and the Purchaser agrees to
purchase from the Company, ______ 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.

(b)	Consideration. The Purchaser agrees to pay $______ for each Purchased
Share, for a total of $______. The Purchase Price is agreed to be at least 100%
of the Fair Market Value of the Purchased Shares. Payment in an amount equal to
the Purchase Price of all Purchased Shares shall be made on the transfer date in
cash or cash equivalents or by delivering to the Company Purchaser’s
full-recourse 1 .	This form assumes that the purchase price is paid with a
full-recourse promissory note collateralized by the stock acquired pursuant to
this agreement. If a non-recourse note is delivered, the purchaser should
consider the tax consequences to him or her of such a purchase. See, e.g.,
Treas. Reg. Sec. 1.83-3(a)(2).1 promissory note (the “Note”) (in the form
attached hereto as Schedule A) payable to the order of the Company. 2 .	The
laws of the state of incorporation should be reviewed to determine whether
delivery of a promissory note is considered adequate consideration for the
purchase of stock. Under the laws of the State of Delaware, an issuer may issue
stock in consideration of receipt of the purchaser’s promissory note in excess
of the par value. See Del. GCL § 153(a). The laws of many other states are more
restrictive. See, e.g., Calif. Corp. Code § 408. The consequences of paying with
a promissory note under Rule 144 should also be considered. The holding period
under Rule 144(d) is tolled unless the purchaser’s note is collateralized with
property other than the shares acquired.2

(c)	Defined Terms. Capitalized terms not defined above are defined in
Section 12 of this Agreement.

SECTION 2.	Right Of Repurchase.

(a)	Scope of Repurchase Right. All Purchased Shares initially shall be
Restricted Shares and shall be subject to a right (but not an obligation) of
repurchase by the Company. The Purchaser shall not transfer, assign, encumber or
otherwise dispose of any Restricted Shares, except as provided in the following
sentence. The Purchaser may transfer Restricted Shares (i) by beneficiary
designation, will or intestate succession or (ii) to the Purchaser’s spouse,
children or grandchildren or to a trust established by the Purchaser for the
benefit of the Purchaser or the Purchaser’s spouse, children or grandchildren,
provided in either case that the Transferee agrees in writing on a form
prescribed by the Company to be bound by all provisions of this Agreement. If
the Purchaser transfers any Restricted Shares, then this Section 2 shall apply
to the Transferee to the same extent as to the Purchaser.

(b)	Condition Precedent to Exercise. The Right of Repurchase shall be
exercisable only during the 60-day period next following the date when the
Purchaser’s Service terminates for any reason, with or without cause, including
(without limitation) death or disability.

(c)	Lapse of Repurchase Right. The Right of Repurchase shall lapse with
respect to the first __% of the Purchased Shares when the Purchaser completes
___ months of continuous Service following the date of this Agreement. The Right
of Repurchase shall lapse with respect to an additional __% of the Purchased
Shares when the Purchaser completes each month of continuous Service thereafter.
The Right of Repurchase shall lapse and all of the remaining Restricted Shares
shall become vested if (i) the Company is subject to a Change in Control and
(ii) the Right of Repurchase is not assigned to the entity that employs the
Purchaser immediately after the Change in Control or to its parent or
subsidiary.

(d)	Repurchase Cost. If the Company exercises the Right of Repurchase, it
shall pay the Purchaser an amount equal to the Purchase Price for each of the
Restricted Shares being repurchased.

(e)	Exercise of Repurchase Right. The Right of Repurchase shall be
exercisable only by written notice delivered to the Purchaser prior to the
expiration of the 60-day period specified in Subsection (b) 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 purchase price
determined according to Subsection (d) above. Payment shall be made in cash or
cash equivalents or by canceling indebtedness to the Company incurred by the
Purchaser in the purchase of the Restricted Shares. 3 .	The agreement should
provide for payment of the repurchase price through cancellation of any
indebtedness remaining outstanding at that time.3 The Right of Repurchase shall
terminate with respect to any Restricted Shares for which it has not been timely
exercised pursuant to this Subsection (e).

(f)	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
Company’s 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 Right of
Repurchase. 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 price per share to be paid upon the exercise of the Right of
Repurchase in order to reflect any change in the Company’s outstanding
securities effected without receipt of consideration therefor; provided,
however, that the aggregate purchase price payable for the Restricted Shares
shall remain the same.

(g)	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
this Section 2, 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.

(h)	Escrow. Upon issuance, the certificates for Restricted Shares shall be
deposited in escrow with the Company to be held in accordance with the
provisions of this Agreement. Any new, substituted or additional securities or
other property described in Subsection (f) above shall immediately be delivered
to the Company to be held in escrow, but only to the extent the Purchased Shares
are at the time Restricted Shares. All regular cash dividends on Restricted
Shares (or other securities at the time held in escrow) shall be paid directly
to the Purchaser and shall not be held in escrow. Restricted Shares, together
with any other assets or securities held in escrow hereunder, shall be
(i) surrendered to the Company for repurchase and cancellation upon the
Company’s exercise of its Right of Repurchase or Right of First Refusal or
(ii) released to the Purchaser upon the Purchaser’s request to the extent the
Purchased Shares are no longer Restricted Shares (but not more frequently than
once every six months). In any event, all Purchased Shares that have vested (and
any other vested assets and securities attributable thereto) shall be released
within 60 days after the earlier of (i) the Purchaser's cessation of Service or
(ii) the lapse of the Right of First Refusal.

SECTION 3.	Right Of First Refusal.

(a)	Right of First Refusal. In the event that the Purchaser proposes to sell,
pledge or otherwise transfer to a third party any Purchased Shares, or any
interest in such Purchased Shares, the Company shall have the Right of First
Refusal with respect to all or part of such Purchased Shares. If the Purchaser
desires to transfer Purchased Shares, the Purchaser shall give a written
Transfer Notice to the Company describing fully the proposed transfer, including
the number of Purchased 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 both by
the Purchaser and by the proposed Transferee and must constitute a binding
commitment of both parties to the transfer of the Purchased Shares. The Company
shall have the right to purchase all or part of the Purchased Shares on the
terms of the proposal described in the Transfer Notice (subject, however, to any
change in such terms permitted under Subsection (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 Company’s rights under
this Subsection (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 Purchased 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 (a) above. If the Company exercises its Right of First Refusal, the
parties shall consummate the sale of the Purchased 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 Purchased 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 Purchased Shares with cash or cash equivalents
equal to the present value of the consideration described in the Transfer
Notice.

(c)	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
Company’s 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 are by reason of such transaction
distributed with respect to any Purchased Shares subject to this Section 3 or
into which such Purchased Shares thereby become convertible shall immediately be
subject to this Section 3. Appropriate adjustments to reflect the distribution
of such securities or property shall be made to the number and/or class of
Purchased Shares subject to this Section 3.

(d)	Termination of Right of First Refusal. Any other provision of this
Section 3 notwithstanding, in the event that the Stock is readily tradable on an
established securities market when the Purchaser desires to transfer Purchased
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.

(e)	Permitted Transfers. This Section 3 shall not apply to (i) a transfer by
beneficiary designation, will or intestate succession or (ii) a transfer to the
Purchaser’s spouse, children or grandchildren or to a trust established by the
Purchaser for the benefit of the Purchaser or the Purchaser’s spouse, children
or grandchildren, provided in either case that the Transferee agrees in writing
on a form prescribed by the Company to be bound by all provisions of this
Agreement. If the Purchaser transfers any Purchased Shares, either under this
Subsection (e) or after the Company has failed to exercise the Right of First
Refusal, then this Section 3 shall apply to the Transferee to the same extent as
to the Purchaser.

(f)	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 Purchased Shares to be purchased in accordance with this
Section 3, then after such time the person from whom such Purchased Shares are
to be purchased shall no longer have any rights as a holder of such Purchased
Shares (other than the right to receive payment of such consideration in
accordance with this Agreement). Such Purchased 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.

SECTION 4.	Other Restrictions On Transfer.

(a)	Purchaser Representations. In connection with the issuance and
acquisition of Shares under this Agreement, the Purchaser hereby represents and
warrants to the Company as follows:

(i)	The Purchaser is acquiring and will hold the Purchased Shares for
investment for his or her account only and not with a view to, or for resale in
connection with, any “distribution” thereof within the meaning of the Securities
Act.

(ii)	The Purchaser understands that the Purchased Shares have not been
registered under the Securities Act by reason of a specific exemption therefrom
and that the Purchased Shares must be held indefinitely, unless they are
subsequently registered under the Securities Act or the Purchaser obtains an
opinion of counsel, in form and substance satisfactory to the Company and its
counsel, that such registration is not required. The Purchaser further
acknowledges and understands that the Company is under no obligation to register
the Purchased Shares.

(iii)	The Purchaser is aware of the adoption of Rule 144 by the Securities
and Exchange Commission under the Securities Act, which permits limited public
resales 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 “broker’s 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.

(iv)	The Purchaser will not sell, transfer or otherwise dispose of the
Purchased 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. The Purchaser agrees that he or she will not dispose of the
Purchased Shares unless and until he or she has complied with all requirements
of this Agreement applicable to the disposition of Purchased Shares and he or
she has provided the Company with written assurances, in substance and form
satisfactory to the Company, that (A) the proposed disposition does not require
registration of the Purchased 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 Purchased Shares under the Rules of the California
Corporations Commissioner.

(v)	The Purchaser has been furnished with, and has had access to, such
information as he or she considers necessary or appropriate for deciding whether
to invest in the Purchased Shares, and the Purchaser has had an opportunity to
ask questions and receive answers from the Company regarding the terms and
conditions of the issuance of the Purchased Shares.

(vi)	The Purchaser is aware that his or her investment in the Company is a
speculative investment that has limited liquidity and is subject to the risk of
complete loss. The Purchaser is able, without impairing his or her financial
condition, to hold the Purchased Shares for an indefinite period and to suffer a
complete loss of his or her investment in the Purchased Shares.

(b)	Securities Law Restrictions. Regardless of whether the offering and sale
of Shares under this Agreement have been registered under the Securities Act or
have been registered or qualified under the securities laws of any state, the
Company at its discretion may impose restrictions upon the sale, pledge or other
transfer of the Purchased Shares (including the placement of appropriate legends
on stock certificates or the imposition of stop-transfer instructions) if, in
the judgment of the Company, such restrictions are necessary or desirable in
order to achieve compliance with the Securities Act, the securities laws of any
state or any other law.

(c)	Market Stand-Off. 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 Company’s initial public
offering, the Purchaser shall not directly or indirectly sell, make any short
sale of, loan, hypothecate, pledge, offer, grant or sell any option or other
contract for the purchase of, purchase any option or other contract for the sale
of, or otherwise dispose of or transfer, or agree to engage in any of the
foregoing transactions with respect to, any Purchased Shares without the prior
written consent of the Company or its underwriters. Such restriction (the
“Market Stand-Off”) shall be in effect for such period of time following the
date of the final prospectus for the offering as may be requested by the Company
or such underwriters. In no event, however, shall such period exceed 180 days.
The Market Stand-Off shall in any event terminate two years after the date of
the Company’s initial public offering. In the event of the declaration of a
stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Company’s outstanding
securities without receipt of consideration, any new, substituted or additional
securities which are by reason of such transaction distributed with respect to
any Shares subject to the Market Stand-Off, or into which such Shares thereby
become convertible, shall immediately be subject to the Market Stand-Off. In
order to enforce the Market Stand-Off, the Company may impose stop-transfer
instructions with respect to the Purchased Shares until the end of the
applicable stand-off period. The Company’s underwriters shall be beneficiaries
of the agreement set forth in this Subsection (c). This Subsection (c) shall not
apply to Shares registered in the public offering under the Securities Act, and
the Purchaser shall be subject to this Subsection (c) only if the directors and
officers of the Company are subject to similar arrangements.

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

SECTION 5.	Successors And Assigns.

Except as otherwise expressly provided to the contrary, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the Company and
its successors and assigns and be binding upon the Purchaser and the Purchaser’s
legal representatives, heirs, legatees, distributees, assigns and transferees by
operation of law, whether or not any such person has become a party to this
Agreement or has agreed in writing to join herein and to be bound by the terms,
conditions and restrictions hereof.

SECTION 6.	No Retention Rights.

Nothing in this Agreement shall confer upon the Purchaser any right to continue
in Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Company (or any Parent or Subsidiary
employing or retaining the Purchaser) or of the Purchaser, which rights are
hereby expressly reserved by each, to terminate his or her Service at any time
and for any reason, with or without cause. 

SECTION 7.	Tax Election.

The acquisition of the Purchased Shares may result in adverse tax consequences
that may be avoided or mitigated by filing an election under Code Section 83(b).
Such election may be filed only within 30 days after the date of purchase. The
form for making the Code Section 83(b) election is attached to this Agreement as
an Exhibit. The Purchaser should consult with his or her tax advisor to
determine the tax consequences of acquiring the Purchased Shares and the
advantages and disadvantages of filing the Code Section 83(b) election. The
Purchaser acknowledges that it is his or her sole responsibility, and not the
Company’s, 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.

SECTION 8.	Legends.

Legends. All certificates evidencing Purchased Shares shall bear the following
legends:

“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF
A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES
(OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE
COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES
AND CERTAIN REPURCHASE RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY. THE
SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH
AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED.”

If required by the authorities of any state in connection with the issuance of
the Purchased Shares, the legend or legends required by such state authorities
shall also be endorsed on all such certificates.

SECTION 9.	Notice.

Any notice required by the terms of this Agreement shall be given in writing and
shall be deemed effective upon personal delivery or upon deposit with the United
States Postal Service, by registered or certified mail, with postage and fees
prepaid. Notice shall be addressed to the Company at its principal executive
office and to the Purchaser at the address that he or she most recently provided
to the Company.

SECTION 10.	Entire Agreement.

This Agreement constitutes the entire contract between the parties hereto with
regard to the subject matter hereof. It supersedes any other agreements,
representations or understandings (whether oral or written and whether express
or implied) relating to the subject matter hereof.

SECTION 11.	Choice Of Law.

This Agreement shall be governed by, and construed in accordance with, the laws
of the State of ________, as such laws are applied to contracts entered into and
performed in such State.

SECTION 12.	Definitions.

(a)	“Agreement” shall mean this Stock Purchase Agreement.

(b)	“Board of Directors” shall mean the Board of Directors of the Company, as
constituted from time to time.

(c)	“Change in Control” shall mean:

(i)	The consummation of a merger or consolidation of the Company with or into
another entity or any other corporate reorganization, if more than 50% of the
combined voting power of the continuing or surviving entity's securities
outstanding immediately after such merger, consolidation or other reorganization
is owned by persons who were not stockholders of the Company immediately prior
to such merger, consolidation or other reorganization; or

(ii)	The sale, transfer or other disposition of all or substantially all of
the Company’s assets.

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company’s incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company’s securities immediately before such transaction.

(d)	“Code” shall mean the Internal Revenue Code of 1986, as amended.

(e)	“Company” shall mean Model Corporation, Inc., a Delaware corporation.

(f)	“Consultant” shall mean an individual who performs bona fide services for
the Company, a Parent or a Subsidiary as a consultant or advisor, excluding
Employees and Outside Directors.

(g)	“Employee” shall mean any individual who is a common-law employee of the
Company, a Parent or a Subsidiary. 

(h)	“Fair Market Value” shall mean the fair market value of a Share, as
determined by the Board of Directors in good faith. Such determination shall be
conclusive and binding on all persons.

(i)	“Outside Director” shall mean a member of the Board of Directors who is
not an Employee.

(j)	“Parent” shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

(k)	“Purchased Shares” shall mean the Shares purchased by the Purchaser
pursuant to this Agreement.

(l)	“Purchase Price” shall mean the amount for which one Share may be
purchased pursuant to this Agreement, as specified in Section 1(b).

(m)	“Restricted Share” shall mean a Purchased Share that is subject to the
Right of Repurchase.

(n)	“Right of First Refusal” shall mean the Company’s right of first refusal
described in Section 3.

(o)	“Right of Repurchase” shall mean the Company’s right of repurchase
described in Section 2.

(p)	“Securities Act” shall mean the Securities Act of 1933, as amended.

(q)	“Service” shall mean service as an Employee, Outside Director or
Consultant.

(r)	“Share” shall mean one share of Stock.

(s)	“Stock” shall mean the Common Stock of the Company, with a par value of
$____ per Share.

(t)	“Subsidiary” shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

(u)	“Transferee” shall mean any person to whom the Purchaser has directly or
indirectly transferred any Purchased Share.

(v)	“Transfer Notice” shall mean the notice of a proposed transfer of
Purchased Shares described in Section 3.

Purchaser:Model Corporation,
Inc.______________________By:________________________________________________
Print NameTitle:_________________________

EXHIBIT I
SECTION 83(B) ELECTION

This statement is made under Section 83(b) of the Internal Revenue Code of 1986,
as amended, pursuant to Treasury Regulations Section 1.83-2.

(1)	The taxpayer who performed the services is:

Name:  ___________________________

Address: __________________________

Social Security No.:  ________________

(2)	The property with respect to which the election is made is ______ shares
of the common stock of Model Corporation, Inc. 

(3)	The property was transferred on ________ __, 199__.

(4)	The taxable year for which the election is made is the calendar year
199__.

(5)	The property is subject to a repurchase right pursuant to which the
issuer has the right to acquire the property at the original purchase price if
for any reason taxpayer’s service with the issuer is terminated. The issuer’s
repurchase right lapses in a series of installments over a ______-year period
ending on ___________ ____, _____.

(6)	The fair market value of such property at the time of transfer
(determined without regard to any restriction other than a restriction which by
its terms will never lapse) is $___ per share.

(7)	The amount paid for such property is $____ per share.

(8)	A copy of this statement was furnished to Model Corporation, Inc., for
whom taxpayer rendered the services underlying the transfer of such property.

(9)	This statement is executed on _______ __, 199___.

______________________
Spouse (if any)______________________
Taxpayer

This election must be filed with the Internal Revenue Service Center with which
the Purchaser files his or her Federal income tax returns and must be filed
within 30 days after the date of purchase. This filing should be made by
registered or certified mail, return receipt requested. The Purchaser must
retain two copies of the completed form for filing with his or her Federal and
state tax returns for the current tax year and an additional copy for his or her
records.