Get a valuation before you get out!

Assuming you have had actual shares issued or have a partnership agreement there are two ways this can go.

1. If you have shares issued then you own a certain percentage of the company. There should be an appraisel of the company and you chould receive your fair share.

2. If there is a partnership/shareholders agreement it should state how someone is to be bought out, if not then the same appraisel methoed above should be followed.

In either case if you did work for the company and were supposed to be paid you should be paid that amount regardless if you keep or sell your share of the company.

You do need a lawyer to be sure the appraisel is done fairly and accurately. You also may need to sue for partition (splitting up the company).

http:\\firms.findlaw.com\bunji

(718)855-7675

Re: Shafted

Your story is not uncommon. Fortunately, under New York State Business Corporation Law you have various powers and rights due to your status as a shareholder. As an initial matter the others can't "vote you out" of the corporation. Quite to the contrary, you can undertake actions to cause the corporation to be dissolved, and/or to force them to buy you out at a fair value. You may even be able to pursue them for any monies they may have taken from the corporation, over and above what you have received. You have far more rights than you are aware of, and more than I can explain to you in a simple e-mail. The most important thing to do is get good legal advice. Should you so desire, I will offer you a consultation completely free of charge. If you are interested, you may contact my office and schedule an appointment. Regardless of whether or not you take advantage of my offer, please speak to an attorney before you sign anything presented to you by the other two shareholders! Very truly yours,

Andrew J. Campanelli

Perry & Campanelli, LLP.

(516) 746-1600

www.perrycamp.com

ajc@perrycamp.com