Stock transactions—Custody agreement.

The undersigned selling shareholder of _________[name of corporation], referred to here as "company," a corporation incorporated in the state of _________, desires to sell certain shares of common stock of company, par value $_____ per share, referred to as "the shares," to _________[name of underwriter] at a price and on other terms to be subsequently determined pursuant to the terms and conditions of an underwriting agreement, among the company, underwriter and selling shareholder; and _________[name of custodian] has agreed to act as custodian for the purposes of this agreement.

For the reasons set forth above, and in consideration of the mutual covenants contained here, the undersigned agrees as follows:

1. The undersigned by this means makes, constitutes, and appoints _________, _________, and _________, or any of them acting alone, the true and lawful attorneys in fact and agents of the undersigned with full power and authority to act in the name of and for and on behalf of the undersigned, to make, cause to be made, modify, complete, amend, execute, acknowledge, and deliver:

(a) The underwriting agreement, in the form furnished to the undersigned (proof of [Date]) which is incomplete in certain respects and may be modified in certain other respects. Such agreement when executed by any of the attorneys in fact will include the price and other terms of the offering (provided that the purchase price per share shall be the same, net of underwriting discounts and commissions, as the purchase price per share applicable to the sale of shares by company and each other selling shareholder);

(b) Such communications with the Securities and Exchange Commission and its staff or with the _________[National Association of Securities Dealers or as the case may be] as any of the attorneys in fact may deem necessary or desirable in connection with the sale of the shares by the undersigned as contemplated in the underwriting agreement and the registration of the shares under the Securities Act of 1933, as amended, including without limitation, any requests for acceleration of the effective date of the registration statement filed with the Securities and Exchange Commission, or any representation to the Securities and Exchange Commission that the undersigned is familiar with the registration statement including a prospectus, that the undersigned knows of no material adverse information with regard to current and prospective operations of the company not disclosed in such prospectus and communications which advise the Securities and Exchange Commission as to the reasons set forth in the Questionnaire of the Selling Shareholders for the undersigned selling the shares;

(c) Any writing, instructions, and letters of transmittal as the underwriter may request in connection with the registration or qualification for the offering and sale of the shares under the securities or "blue sky" laws of such states as underwriter may specify;

(d) All instruments, documents, and certificates as any of the attorneys in fact deem necessary or desirable in order to effect the sale of the shares as contemplated by underwriting agreement;

(e) Such orders and instructions to the custodian as any of the attorneys in fact determines with respect to the matters set forth here;

(f) All other instruments, documents, and certificates deemed necessary or desirable by any of the attorneys in fact in connection with the foregoing. The attorneys in fact shall each have full power and authority to do and perform in the name and on behalf of the undersigned, as fully and to all intents and purposes as the undersigned might and could do in person; and

(g) Any and all transfers on the books of the company necessary or appropriate to carry out the sale contemplated by this means.

2. The undersigned agrees to indemnify each of the attorneys in fact against any and all costs, damages, judgments, attorneys' fees, expenses, obligations, and liabilities of any kind or nature with respect to anything done by them in good faith in accordance with the instructions contained here.

3. This agreement and all authority conferred by this means are granted and conferred subject to the interest of the underwriter, company, and each selling shareholder who may become a party to the underwriting agreement and in consideration of such interests. The nature of the underwriting agreement is _________. Accordingly, the company, underwriter, and selling shareholders have and declare a substantial interest in the assurance that, notwithstanding the death, incapacity, or other act of the undersigned, all shares shall be available for delivery against payment for them, time being of the essence. This agreement and all authority conferred by this means accordingly shall be irrevocable and shall not be terminated (or terminable) by any act of the undersigned, or by operation of law, whether by the death or incapacity of the undersigned, and the attorneys in fact and the custodian are authorized and directed to complete all such transactions and to carry out the provisions here as if such death, incapacity, or other event had not occurred and regardless of notice.

Notwithstanding the foregoing, if all of the transactions contemplated by the underwriting agreement and this agreement are not completed prior to [Date], then from and after such date either the undersigned or any of the attorneys in fact shall have the power by giving written notice to the other to terminate this agreement, subject, however, to all lawful action done or performed by any of the attorneys in fact pursuant here prior to the actual receipt of such notice.

4. There are being delivered with this agreement to the custodian certificates in negotiable form (with signatures guaranteed by a national bank or trust company or member firm of the New York Stock Exchange) representing not less than the aggregate number of shares of common stock of company, par value $_____ per share, set forth opposite the name of the undersigned, on Schedule A attached here. These certificates are to be held by the custodian for the account of the undersigned and are to be disposed of in accordance with this agreement.

5. The custodian is authorized and directed to hold the certificates deposited in its custody. On receipt of and in accordance with written instructions by any of the attorneys in fact, the custodian is further authorized and directed, on the date specified in such written instructions, to deliver to the underwriter, against receipt by the custodian of the purchase price for the account of the undersigned as specified in such written instructions, one or more new certificates for the shares in such denominations and registered in such name or names as any attorney in fact has specified in writing.

6. The custodian is further authorized and directed, for and on behalf of the undersigned, to accept and acknowledge receipt from underwriter of payment for the shares; to pay, from the proceeds of the sale, such expenses as it may be instructed to pay by any of the attorneys in fact; and, on instruction in writing by an attorney in fact to do so, to disperse to the undersigned the balance of the amount received by the custodian as payment for the shares. The expenses to be authorized for payment by the custodian include a proration of all expenses of the offering. With such remittance, the custodian shall also return to the record owner of the certificates deposited, new certificates containing the appropriate legend condition pursuant to the Securities Act of 1933, for the number of common shares, if any, represented by the certificates deposited with custodian which are in excess of the number of shares to be sold by the undersigned to underwriter.

If the closing of the sale of the shares contemplated by this agreement is not completed on or before [Date], or if the underwriting agreement or this agreement is terminated prior to it, the custodian, on receipt of written notice from any of the attorneys in fact, is authorized and directed to return to the undersigned the certificates delivered with this agreement, and this agreement shall immediately terminate.

7. Until payment of the purchase price for the shares to be sold by the undersigned to underwriter is made to the custodian by underwriter, the undersigned shall remain the owner of such shares and shall have the right to vote such shares and all other shares, if any, represented by certificates deposited with custodian.

8. The custodian shall be entitled to act and rely on any statement, request, notice, or instruction required or permitted under this agreement given to the custodian by any of the attorneys in fact. However, any statement or notice as to the noneffectiveness or termination of the underwriting agreement or advising that the underwriting agreement is not executed and delivered, shall be confirmed in writing to the undersigned by _________[name of underwriter].

9. The undersigned agrees to indemnify the custodian against any and all costs, damages, judgments, attorneys' fees, expenses, obligations, and liabilities of any kind or nature with respect to anything done by it in good faith in accordance with these instructions.

10. The undersigned by this means represents, warrants, and agrees that:

(a) He [or she] is lawful owner of the shares delivered to the custodian and at the time of delivery will be the lawful owner of the number of shares to be sold and will have good and marketable title to such shares, free and clear of any claims, liens, encumbrances, security interests, community property rights or restrictions on transfer; that such shares are and at the time of delivery of them will be authorized, validly issued, fully paid and nonassessable; that at the time of the delivery of the shares he [or she] will have full legal right, power and authority, and any approval required by law, to enter into the underwriting agreement and to sell, assign, transfer and deliver such shares in the manner provided there; and that on delivery of and payment for such shares pursuant to the underwriting agreement underwriter will acquire good and marketable title to such shares, free and clear of any claims, encumbrances, security interests, community property rights or restrictions on transfer. The undersigned, severally and not jointly, represents and warrants that when the registration statement becomes effective and at all times subsequent thereto through such period as, in the opinion of counsel to company, the prospectus is required by law to be delivered in connection with sales by an underwriter or a dealer, such parts of the registration statement and prospectus and any supplements or amendments to them relating to the undersigned and which are based on information furnished in writing to company by or on behalf of the undersigned will not contain an untrue statement of a material fact or omit to state any material fact required to be stated there or necessary to make the statements not misleading;

(b) He [or she] has not taken and will not take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in stabilization or manipulation of the price of the stock of the company;

(c) He [or she] will not, for a period of _________ days after the effective date of the registration statement, offer or contract to sell, sell, or otherwise dispose of any shares of common stock of company owned directly by him [or her] or with respect to which he [or she] has the power of disposition, without prior written consent of _________[name of underwriter].