Exhibit 10.10


    
      

    

     

    Exhibit
      10.10

     

    NUTRACEA

    


    RESTRICTED
      STOCK AGREEMENT

    


    


    This
      Restricted Stock Agreement (the “Agreement”)
      is
      made effective as of March 19, 2004 (“Effective
      Date”)
      by and
      between NutraCea, a California corporation with principal address at 1261 Hawk’s
      Flight Court, El Dorado Hills, CA 95762 (the “Company”),
      and
      Nana Patricia McPeak, an individual with principal address at 100 Rock Lane,
      El
      Dorado Hills, CA 95762 (the “McPeak”).

    


    In
      consideration of the mutual covenants and representations set forth below,
      the
      Company and McPeak agree as follows:

    


    1.  Issuance
      of the Shares.
      Subject
      to the terms and conditions of this Agreement, the Company agrees to issue
      to
      McPeak and McPeak agrees to acquire from the Company on the Closing (as defined
      below) and subject to the restrictions set forth herein Five Million Five
      Hundred Thousand (5,500,000) shares of the Company’s Restricted Common Stock
      (the “Shares”)
      in
      exchange for services rendered and the satisfaction of certain indebtedness
      of
      Company to McPeak, the sufficiency of which is hereby acknowledged.


    


    2.  Closing.
      The
      issuance of the Shares shall occur at a closing (the “Closing”)
      to be
      held on the date first set forth above, or at any other time mutually agreed
      upon by the Company and McPeak. The Closing will take place at the principal
      office of the Company or at such other place as shall be designated by the
      Company. At the Closing, the Company will issue, as promptly thereafter as
      practicable, a stock certificate, registered in the name of McPeak, reflecting
      the Shares, subject to the restrictions set forth herein.

    


    3.  Repurchase
      Option.

    


    A.  In
      the
      event McPeak ceases to be an employee of the Company for any or no reason,
      other
      than, by reason of McPeak’s death or disability (as defined in Section 22(e)(3)
      of the Internal Revenue Code of 1986, as amended (the “Code”),
      “Disability”),
      the
      Company shall upon the date of such termination (as reasonably fixed and
      determined by the Company) have the right, but not the obligation (the
“Repurchase
      Option”),
      for a
      period of ninety (90) days from such date, to repurchase any Shares which have
      not yet been released from the Repurchase Option (the “Unreleased
      Shares)
      at a
      price equal to Five Thousand Dollars ($5,000) (the
      “Repurchase Price”).
      The
      Repurchase Option shall be exercised by the Company by delivering written notice
      to McPeak AND, at the Company’s option, by delivering to McPeak a check in the
      amount of the aggregate Repurchase Price. Upon delivery of such notice and
      the
      payment of the aggregate Repurchase Price, the Company shall become the legal
      and beneficial owner of the Unreleased Shares being repurchased and all rights
      and interests therein or relating thereto, and the Company shall have the right
      to retain and transfer to its own name the number of Unreleased Shares being
      repurchased by the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    B.  The
      Company in its sole discretion may designate and assign one or more employees,
      officers, directors or shareholders of the Company or other persons or
      organizations to exercise all or a part of the Company’s Repurchase Option to
      purchase all or a part of the Unreleased Shares.

    


    4.  Release
      of Shares From Repurchase Option; Vesting.

    


    A.  So
      long
      as McPeak’s continuous status as an employee of the Company has not yet
      terminated in each
      such
      instance, Fifty Percent (50%) of the total number of Shares shall be released
      from the Repurchase Option on January 1, 2006, and the remaining Fifty Percent
      (50%) of the Shares shall be released from the Repurchase Option on January
      1,
      2007. 

    


    Notwithstanding
      the foregoing, in the event of either (i) a Change of Control (as defined
      below); (ii) the death or Disability of McPeak; (iii) McPeak’s retirement as an
      employee of Company so long as such retirement does not occur prior to the
      Second (2nd)
      Anniversary of the Effective Date of this Agreement; (iv) Company terminates
      McPeak’s employment with Company other than for Cause (as defined below); or (v)
      at the sole discretion of the Company’s Board of Directors, One Hundred Percent
      (100%) of the total number of Shares that have not been released from the
      Repurchase Option shall be released from the Repurchase Option immediately;
      provided that McPeak’s continuous status as an employee of the Company has not
      been terminated prior to such date. 

    


    B.  For
      purposes of this Agreement, a “Change
      of Control”
means
      either: 

    


     
      (1) the
      acquisition of the Company by another entity by means of any single transaction
      (including, without limitation, any reorganization, merger or consolidation
      or
      stock transfer, but excluding any such transaction effected primarily for the
      purpose of changing the domicile of the Company), unless the Company’s
      shareholders of record immediately prior to such transaction or series of
      related transactions hold, immediately after such transaction or series of
      related transactions, at least 50% of the voting power of the surviving or
      acquiring entity (provided that the sale by the Company of its securities for
      the purposes of raising additional funds shall not constitute a Change of
      Control hereunder); or

    


     
      (2) a
      sale of
      all or substantially all of the assets of the Company. 

    


    C.  For
      purposes of this Agreement, “Cause”
means
      the
      conviction by McPeak of a felony, a crime involving moral turpitude causing
      material harm to Company’s standing and reputation; or for fraud.

    


    


    D.  Subject
      to the provisions of Section 7, the Shares which have been released from the
      Company’s Repurchase Option shall be delivered to McPeak at McPeak’s
      request.

    


    5.    
      Restrictions
      on Transfer.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    A.      
      McPeak
      hereby makes the investment representations listed on Exhibit
      A
      to the
      Company as of the date of this Agreement and as of the date of the Closing,
      and
      agrees that such representations are incorporated into this Agreement by this
      reference, such that the Company may rely on them in issuing the Shares. McPeak
      understands and agrees that the Company shall cause the legends set forth below,
      or substantially equivalent legends, to be placed upon any certificate(s)
      evidencing ownership of the Shares, together with any other legends that may
      be
      required by the Company or by applicable state or federal securities laws:
      

    


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933 (THE “ACT”)
      AND
      MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
      UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL
      SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER,
      PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. 

    


    THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
      ON
      TRANSFER, AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS
      SET
      FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
      HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE
      OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND REPURCHASE OPTION ARE BINDING
      ON
      TRANSFEREES OF THESE SHARES.

    


    B.       
      Stop-Transfer
      Notices.
      McPeak
      agrees that 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.       
      Refusal
      to Transfer.
      The
      Company shall not be required (i) to transfer on its books any Shares that
      have been sold or otherwise transferred in violation of any of the provisions
      of
      this Agreement or (ii) to treat as owner of such Shares or to accord the
      right to vote or pay dividends to any purchaser or other transferee to whom
      such
      Shares shall have been so transferred.

    


    D.       
      Unreleased
      Shares.
      No
      Unreleased Shares subject to the Repurchase Option contained in Section 3
      of this Agreement, nor any beneficial interest in such Shares, shall be sold,
      gifted, transferred, encumbered or otherwise disposed of in any way (whether
      by
      operation of law or otherwise) by McPeak.

    


    6.  Tax
      Consequences.
      McPeak
      has reviewed with McPeak’s own tax advisors the federal, state, local and
      foreign tax consequences of this acquisition and the transactions contemplated
      by this Agreement. McPeak is relying solely on such advisors and not on any
      statements or representations of the Company or any of its agents. McPeak
      understands that McPeak (and not the Company) shall be responsible for any
      tax
      liability that may arise as a result of the transactions contemplated by this
      Agreement. McPeak understands that Section 83 of the Code, taxes as
      ordinary income the difference between the acquisition price for the Shares
      and
      the Fair Market Value of the Shares as of the date any restrictions on the
      Shares lapse. In this context, “restriction” includes the right of the Company
      to buy back the Shares pursuant to the Repurchase Option. McPeak understands
      that McPeak may elect to be taxed at the time the Shares are acquired rather
      than when and as the Repurchase Option expires by filing an election under
      Section 83(b) of the Code with the IRS within 30 days from the date of
      acquisition. THE
      FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT AS
      EXHIBIT B
      AND MCPEAK (AND NOT THE COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY
      RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM, EVEN IF MCPEAK REQUESTS THE
      COMPANY OR ITS AGENTS TO MAKE THIS FILING ON MCPEAK’S
      BEHALF.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    7.  General
      Provisions.

    


    A.  Choice
      of Law.  This
      Agreement shall be
      governed by the internal substantive laws, but not the choice of law rules,
      of
      California. 

    


    B.  Integration.  This
      Agreement represents
      the entire agreement between the parties with respect to the acquisition of
      the
      Shares by McPeak and supercedes and replaces any and all prior written or oral
      agreements regarding the subject matter of this Agreement including, but not
      limited to, any representations made during any interviews, relocation
      discussions or negotiations whether written or oral.

    


    C.  Notices.  Any
      notice, demand,
      offer, request or other communication required or permitted to be given by
      either the Company or McPeak pursuant to the terms of this Agreement shall
      be in
      writing and shall be deemed effectively given the earlier of (i) when
      received, (ii) when delivered personally, (iii) 1 business day after
      being deposited with an overnight courier service or (iv) 4 days after
      being deposited in the U.S. mail, First Class with postage prepaid, and
      addressed to the parties at the addresses provided to the Company (which the
      Company agrees to disclose to the other parties upon request) or such other
      address as a party may request by notifying the other in writing.

    


    D.  Successors.  Any
      successor to the
      Company (whether direct or indirect and whether by purchase, merger,
      consolidation, liquidation or otherwise) to all or substantially all of the
      Company’s business and/or assets shall assume the obligations under this
      Agreement and agree expressly to perform the obligations under this Agreement
      in
      the same manner and to the same extent as the Company would be required to
      perform such obligations in the absence of a succession. For all purposes under
      this Agreement, the term “Company” shall include any successor to the Company’s
      business and/or assets which executes and delivers the assumption agreement
      described in this Section or which becomes bound by the terms of this
      Agreement by operation of law. Subject to the restrictions on transfer set
      forth
      in this Agreement, this Agreement shall be binding upon McPeak and his heirs,
      executors, administrators, successors and assigns.


    


    E.  Assignment.  
      The rights granted to McPeak under this Agreement are not assignable by McPeak
      under any circumstances.

    


    F.  Waiver.  
       Either party’s failure to enforce any provision of this Agreement shall
      not in any way be construed as a waiver of any such provision, nor prevent
      that
      party from thereafter enforcing any other provision of this Agreement. The
      rights granted both parties hereunder are cumulative and shall not constitute
      a
      waiver of either party’s right to assert any other legal remedy available to
      it.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    G.  McPeak
      Investment Representations and Further Documents.  
      McPeak agrees upon request to execute any further documents or instruments
      necessary or reasonably desirable in the view of the Company to carry out the
      purposes or intent of this Agreement, including (but not limited to)
Exhibits
      A and B of
      this
      Agreement 

    


    H.  Severability.  
      Should any provision of this Agreement be found to be illegal or unenforceable,
      the other provisions shall nevertheless remain effective and shall remain
      enforceable to the greatest extent permitted by law.

    


    I.  Rights
      as Stockholder.
      Subject
      to the terms and conditions of this Agreement, McPeak shall have all of the
      rights of a shareholder of the Company with respect to the Shares from and
      after
      the date that McPeak delivers a fully executed copy of this Agreement (including
      all exhibits and attachments thereto) and until such time as McPeak disposes
      of
      the Shares in accordance with this Agreement. Upon such transfer, McPeak shall
      have no further rights as a holder of the Shares except (in the case of a
      transfer to the Company) the right to receive payment for the Shares so
      purchased in accordance with the provisions of this Agreement, and McPeak shall
      forthwith cause the certificate(s) evidencing the Shares to be surrendered
      to
      the Company for transfer or cancellation.

    


    J.  Adjustment
      for Stock Split.   All
      references to the number of Shares in this Agreement shall be adjusted to
      reflect any stock split, stock dividend or other change in the Shares which
      may
      be made after the date of this Agreement.

    


    K.  Counterparts.  
      This Agreement may be executed in one or more counterparts, each of which will
      be deemed an original, but all of which together will constitute one and the
      same agreement. Facsimile copies of signed signature pages shall be binding
      originals.

    


    L.  Prevailing
      Party’s Fees.  
      If any party hereto commences an action or arbitration against another party
      to
      interpret or enforce any terms of this Agreement, or because of the other
      party's breach of any provision in this Agreement, the losing party shall pay
      to
      the prevailing party reasonable attorneys' fees, costs and expenses, court
      costs
      and other costs of action incurred in connection with the prosecution or defense
      of such action or arbitration, whether or not the action is prosecuted to a
      final judgment.

    


    [Remainder
      of page intentionally left blank]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    


    The
      parties represent that they have read this Agreement in its entirety, have
      had
      an opportunity to obtain the advice of counsel prior to executing this Agreement
      and fully understand this Agreement. McPeak agrees to notify the Company of
      any
      change in her address below.

    


    


    
      	
              MCPEAK

            	 	
              NUTRACEA

            	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Nana Patricia McPeak

            	 	
              /s/
                Patricia McPeak

            	 
	
              Nana
                Patricia McPeak

            	 	
              Signature
                

            	 
	 	 	 	 
	
              Address:

            	 	 	 
	
              100
                Rock Lane

            	 	 	 
	
              El
                Dorado Hills, CA 95762

            	 	 	 


    

    


    


    


    [SIGNATURE
      PAGE TO RESTRICTED STOCK AGREEMENT]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    INVESTMENT
      REPRESENTATION STATEMENT

    


    


    
      	
              NAME

            	
              :

            	
              Nana
                Patricia McPeak

            
	 	 	 
	
              COMPANY

            	
              :

            	
              NutraCea

            
	 	 	 
	
              SECURITY

            	
              :

            	
              Restricted
                Common Stock

            
	 	 	 
	
              AMOUNT

            	
              :

            	
              5,500,000
                shares

            
	 	 	 
	
              DATE

            	
              :

            	
              March
                19, 2004

            


    

     

    
      
        

      



    In
      connection with the acquisition of the above-listed shares, I, the undersigned
      represent to the Company as follows:

    


    1. 
The
      Company May Rely on These Representations.
      I
      understand that the Company’s issuance of the shares to me has not been
      registered under the Securities Act of 1933, as amended, because the Company
      believes, relying in part on my representations in this document, that an
      exemption from such registration requirement is available for such sale. I
      understand that the availability of this exemption depends upon the
      representations I am making to the Company in this document being true and
      correct. 

    


    2. 
I
      am
      Acquiring for Investment.
      I am
      acquiring the shares solely for investment purposes, and not for further
      distribution. My entire legal and beneficial ownership interest in the shares
      is
      being acquired and shall be held solely for my account, except to the extent
      I
      intend to hold the shares jointly with my spouse. I am not a party to, and
      do
      not presently intend to enter into, any contract or other arrangement with
      any
      other person or entity involving the resale, transfer, grant of participation
      with respect to or other distribution of any of the shares. My investment intent
      is not limited to my present intention to hold the shares for the minimum
      capital gains period specified under any applicable tax law, for a deferred
      sale, for a specified increase or decrease in the market price of the shares,
      or
      for any other fixed period in the future. 

    


    3. 
I
      Can
      Protect My Own Interests.
      I can
      properly evaluate the merits and risks of an investment in the shares and can
      protect my own interests in this regard, whether by reason of my own business
      and financial expertise, the business and financial expertise of certain
      professional advisors unaffiliated with the Company with whom I have consulted,
      or my preexisting business or personal relationship with the Company or any
      of
      its officers, directors or controlling persons.

    


    4. 
I
      am
      Informed About the Company.
      I am
      sufficiently aware of the Company’s business affairs and financial condition to
      reach an informed and knowledgeable decision to acquire the shares. I have
      had
      opportunity to discuss the plans, operations and financial condition of the
      Company with its officers, directors or controlling persons, and have received
      all information I deem appropriate for assessing the risk of an investment
      in
      the shares.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    5. 
I
      Recognize My Economic Risk.
      I
      realize that the acquisition of the shares involves a high degree of risk,
      and
      that the Company’s future prospects are uncertain. I am able to hold the shares
      indefinitely if required, and am able to bear the loss of my entire investment
      in the shares.

    


    6.  I
      Know the Shares are Restricted Securities.
      I
      understand that the shares are “restricted securities” in that the Company’s
      issuance of the shares to me has not been registered under the Securities Act
      in
      reliance upon an exemption for non-public offerings. In this regard, I also
      understand and agree that:

    


    A. 
I
      must
      hold the shares indefinitely, unless any subsequent proposed resale by me is
      registered under the Securities Act, or unless an exemption from registration
      is
      otherwise available (such as Rule 144);

    


    B. 
the
      Company is under no obligation to register any subsequent proposed resale of
      the
      shares by me; and

    


    C. 
the
      certificate evidencing the shares will be imprinted with a legend which
      prohibits the transfer of the shares unless such transfer is registered or
      such
      registration is not required in the opinion of counsel for the
      Company.

    


    7. 
I
      am
      Familiar With Rule 144.
      I am
      familiar with Rule 144 adopted under the Securities Act, which in some
      circumstances permits limited public resales of “restricted securities” like the
      shares acquired from an issuer in a non-public offering. I understand that
      my
      ability to sell the shares under Rule 144 in the future is uncertain, and will
      depend upon, among other things: (i) the availability of certain current
      public information about the Company; (ii) the resale occurring more than
      one year after my acquisition and full payment (within the meaning of Rule
      144)
      for the shares; and
      (iii) if
      I am an affiliate of the Company, or a non-affiliate who has held the shares
      less than two years after my acquisition and full payment: (A) the sale
      being made through a broker in an unsolicited “broker’s transaction” or in
      transactions directly with a market maker, as said term is defined under the
      Securities Exchange Act of 1934, as amended, (B) the amount of shares being
      sold
      during any three month period not exceeding the specified limitations stated
      in
      Rule 144, and
      (C)
      timely filing of a notice of proposed sale on Form 144, if applicable.


    


    8. 
I
      Know I am Subject to Further Restrictions on Resale.
      I
      understand that in the event Rule 144 is not available to me, any future
      proposed sale of any of the shares by me will not be possible without prior
      registration under the Securities Act, compliance with some other registration
      exemption (which may or may not be available), or each
      of the
      following: (i) my written notice to the Company containing detailed information
      regarding the proposed sale, (ii) my providing an opinion of my counsel to
      the effect that such sale will not require registration, and (iii) the Company
      notifying me in writing that its counsel concurs in such opinion. I understand
      that neither the Company nor its counsel is obligated to provide me with any
      such opinion. I understand that although Rule 144 is not exclusive, the
      Staff of the SEC has stated that persons proposing to sell private placement
      securities other than in a registered offering or pursuant to Rule 144 will
      have a substantial burden of proof in establishing that an exemption from
      registration is available for such offers or sales, and that such persons and
      their respective brokers who participate in such transactions do so at their
      own
      risk.

    


    9. 
I
      Know I May Have Tax Liability Due to the Uncertain Value of the
      Shares.
      I
      understand that the Board of Directors believes its valuation of the shares
      represents a fair appraisal of their worth, but that it remains possible that,
      with the benefit of hindsight, the Internal Revenue Service may successfully
      assert that the value of the shares on the date of my acquisition is
      substantially greater than the Board’s appraisal. I understand that any
      additional value ascribed to the shares by such an IRS determination will
      constitute ordinary income to me as of the acquisition date, and that any
      additional taxes and interest due as a result will be my sole responsibility
      payable only by me, and that the Company need not and will not reimburse me
      for
      that tax liability. I understand that if such additional value represents more
      than 25% of my gross income for the year in which the value of the shares is
      taxable, the IRS will have 6 years from the due date for filing the return
      (or
      the actual filing date of the return if filed thereafter) within which to assess
      me the additional tax and interest due.

    


    10. 
Residence.
      The
      address of my principal residence is set forth on the signature page
      below.

    


    By
      signing below, I acknowledge my agreement with each of the statements contained
      in this Investment Representation Statement as of the date first set forth
      above, and my intent for the Company to rely on such statements in issuing
      the
      shares to me.

    


    


    


    

      


      
        	 	
                /s/
                  Nana Patricia McPeak

              	 
	 	
                Nana
                  Patricia McPeak

              	 


      

      
 

    

    Address
      of McPeak’s Principal Residence:

    


    100
      Rock
      Lane, El Dorado Hills, CA 95762

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    


    EXHIBIT
      B

     

    IF
      YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS
YOUR
      RESPONSIBILITY.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    


    THE
      FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT AS
      EXHIBIT B. 

    


    YOU
      MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE
      SHARES.

    


    YOU
      (AND NOT
      THE COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH
      FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY OR ITS AGENTS TO MAKE THIS
      FILING ON YOUR BEHALF AND EVEN IF THE COMPANY OR ITS AGENTS HAVE PREVIOUSLY
      MADE
      THIS FILING ON YOUR BEHALF.

    


    


    


    The
      election should be filed by mailing a signed election form by certified mail,
      return receipt requested to the IRS Service Center where you file your tax
      returns. See www.irs.gov.

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

        
        

      

    


    EXHIBIT
      B

    


    ELECTION
      UNDER SECTION 83(b) OF THE

    INTERNAL
      REVENUE CODE OF 1986, AS AMENDED

    


    The
      undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal
      Revenue Code of 1986, as amended, to include in his or her gross income for
      the
      current taxable year, the amount of any compensation taxable to him or her
      in
      connection with his or her receipt of the property described below:

    


    1.  The
      name,
      address, taxpayer identification number and taxable year of the undersigned
      are
      as follows:


    
      

        
          	
                  NAME
                    OF TAXPAYER: [Name of Purchaser]

                	
                  SPOUSE:       
                    

                	  
	 
	 	 	 	 
	
                  TAXPAYER’S
                    ADDRESS:

                	 	 	 
	_____________________	 	 	 
	_______________	 	 	_________________	 
	
                  TAXPAYER
                    ID #:

                	 	 	
                  SPOUSE’S
                    ID #:

                	 


        

      

       

    

    2.  The
      property with respect to which the election is made is described as follows:
      [#
      of Shares] shares (the “Shares”)
      of the
      Common Stock of [Name of Company] (the “Company”).

    


    3.  The
      date
      on which the property was transferred is: [DATE].

    


    4.  The
      property is subject to the following restrictions: The Shares may be repurchased
      by the Company, or its assignee, upon the occurrence of certain events. This
      right lapses with regard to a portion of the Shares over time.

    


    5.  The
      fair
      market value at the time of transfer, determined without regard to any
      restriction other than a restriction which by its terms will never lapse, of
      such property is: $[_____].

    


    
      
        6.  The
          amount, if any, paid for such property: $[_____].

      

    

    


    The
      undersigned has submitted a copy of this statement to the person for whom the
      services were performed in connection with the undersigned’s receipt of the
      above-described property. The transferee of such property is the person
      performing the services in connection with the transfer of said
      property.

    


    The
      undersigned understand(s) that the foregoing election may not be revoked except
      with the consent of the Commissioner.

    


    
      	
              Dated:

            	
                 
                

            	 	      
	 
	 	 	 	
              [Name
                of Purchaser], Taxpayer

            	 


    

    


    The
      undersigned spouse of taxpayer joins in this election.

    


    
      	
              Dated:

            	
                 
                

            	 	    
	 
	 	 	 	
              Spouse
                of Taxpayer