are delivered from time to time, the architects agree to forth

with assign the same to certain voting trust between

and

and

as trustees, under party of the first part, and parties of the second part, as trustees, and receive back from said trustees, certificates in accordance with the terms of said voting trust agreement for the shares so assigned to the voting trustees, and the hotel corporation agrees that on the assignment of such shares of stock by the architects to the trustees under said agreement it will cause the trustees to issue to the architects promptly the voting trust certificates in accordance with said contract for the shares so assigned.

Drawings and specifications-Ownership.

It is understood and agreed that all drawings and specifications are the instruments of the service of the architects and shall remain their property, and are to be returned to them upon the completion of the said building; provided, however, that one complete set of drawings and specifications of the said building shall be furnished by the architects to, and retained by, the said hotel corporation.

In Witness Whereof, the said party of the first part, pursuant to a resolution heretofore duly passed by its board of directors, has caused these presents to be executed and its corporate seal to be hereto affixed, by its duly authorized officers and the said parties of the second part have hereunto set their hands and seals, all on the day and year first hereinafter written.

(See Mackin v. Nicholas, 10 Fed. (2d) 375.)

Form 3463.

Employment Agreement in Consideration Stock Subscription. Whereas,, of Marion County, Florida, signed an agreement with the undersigned, dated, 19-, whereby the said. subscribed ten thousand dollars payable to as trustee, under the terms of the said agreement, to be used with other money subscribed for the purpose of purchasing the property of the Tampa-Havana Lumber Company, and reorganizing the same, or forming a new company to take over its property;

and

Whereas, the said subscription by said -, and by the other subscribers to said agreement, was with the distinct understanding that the said would be made the business or general manager of said reorganized or new company, at a reasonable salary for his services, but no stipulation to that effect is specified in said subscription agreement; and

Whereas, the undersigned are willing to act in good faith and protect said in having the conditions performed which were a part of the consideration for his subscription as aforesaid, in order that there may be no misunderstanding about the matter, this agreement witnesseth:

Mutual consideration.

That in consideration of said subscription by the said and of the payment thereof in accordance with the terms of said agreement, and of the services to be rendered by said as business or general manager of said company, we the undersigned do hereby jointly and severally promise and agree to and with the said as follows, to wit:

Employment and salary.

First. That when the property of the Tampa-Havana Lumber Company has been purchased, the said company reorganized. or a new company formed, to take over said property, the said shall be given the position of business or general manager of said company at an annual salary of not less than six thousand dollars ($6,000.00), payable in instalments, in the ordinary course of the company's business as may be hereafter determined, for a period of not less than three years.

Employee's duties.

Second. That said is to render competent and efficient services as such business or general manager performing the duties ordinarily incident to that of business or general manager of a business corporation of like character.

Repurchase of stock.

Third. If for any reason the said should not be given the position of business or general manager of said company, or if he should not be permitted to act in that capacity, and enjoy the salary as aforesaid, and for the period of time as aforesaid, then the undersigned jointly and severally obligate and bind themselves to purchase the stock, share of interest of said in said company, if he should elect to sell the same,

for the

at a minimum sum sufficient to reimburse the said amount of money which may be put in by him for such share, stock or interest in said company with interest thereon at the rate of eight per cent. per annum.

In Witness Whereof, the undersigned have hereunto set their hands and seals this the A. D. 19—.

day of

(See Hall v. Hardaker, 61 Fla. 267, 55 So. 977.)

Form 3464.

Employment on Profit-Sharing Basis.

St. Louis, Mo.,

19-.

This instrument witnesseth: That -, first party, has this day sold and delivered to second party, eighty (80) shares of stock of Samuel Cupples Envelope Company at the price of one hundred dollars ($100.00) per share, for which purchaseprice, said second party has this day made and delivered to said first party his promissory note for eight thousand dollars ($8,000.00) payable on or before ten years after date to the said first party with interest from date at the rate of five per cent. per annum, payable semi-annually.

Certificate held by trustee as security.

It is hereby agreed that the certificate for said shares (which has this day been delivered to, trustee, having been first indorsed to said trustee by said second party) shall be held by said trustee not only as collateral security for the payment of said note, but also subject to the provisions hereof.

Additional option to repurchase.

And whenever said second party shall cease to be in the employ of said company, said first party shall have the option, at any time within ninety days thereafter, to repurchase the said shares of stock, in case said first party shall elect to so repurchase, the said trustee shall, upon the payment of legal tender, by said first party to said second party before the expiration of said ninety days, of the book value of said shares (to be determined as hereinafter provided) less the amount

then unpaid upon said note, indorse and deliver the said certificate to said first party who shall thereafter be the absolute owner thereof and said second party shall thereafter be discharged from all further liability on said note.

Redelivery of certificate to employee.

But in case said first party shall not within said ninety days elect to repurchase said shares, and make said payment or tender, then said trustee shall, at any time thereafter, upon payment to said first party of the full amount then remaining unpaid upon said note, indorse and deliver said certificate to said. second party.

Book value defined.

The book value aforesaid of said shares shall be the value of said shares as shown by the books of said company on the date of the last inventory taken proceeding such repurchase.

Employment ceasing-Rights of parties.

Whenever said second party shall cease to be in the employ of said company, he, or his legal representatives, shall be entitled, upon the delivery to said first party in said shares, to receive his said note from said first party all the right, title and interest of said second party in said shares, to receive his note from said first party and thereafter said first party shall be the absolute owner of said shares and entitled to receive the said certificate from the said trustee and said second party shall be discharged from all further liability on said note.

Extending maturity of note.

The said first party agrees during the continuance of the employment by said company of said second party and as often as shall be requested by said second party not less than sixty nor more than ninety days prior to the maturity of said note or any extension of same, to from time to time extend said note or any extension of same, so as to defer the maturity of said note and make same payable on or before ten years after the date of such request.

Application of dividends.

All dividends declared or payable on said shares while said certificate remains in the hands of said trustee and while said note remains unpaid, or so much thereof as shall be necessary, shall be applied to the payment of interest due on said note, and any balance of said dividends not needed to pay such interest shall be subject to the order of the second party. Interest

on said note shall be payable only out of the dividends paid on said shares while said certificate remains in the hands of said trustee.

Successor to trustee in appointment.

Upon the death, disability or refusal to act of said trustee, said first party, his legal representatives or assigns shall have the power to appoint a successor in trust who shall thereby be vested with all rights and powers of said trustee and all acts of such successor shall be as valid and binding as the act of said original trustee in that behalf would have been.

Nonliability of trustee.

Said trustee shall not be liable for the default of any other person or for any omission to act hereunder, but only for his own wilful misconduct.

(In triplicate.)

(Signed.)

(See Brookings v. Scudder, 295 Mo. 494, 246 S. W. 201.)

Form 3465.

Agreement by Employee that All His Inventions Should Belong to Employer.

First. The employer is engaged in the manufacture of glass, glassware, and mechanical devices in connection therewith, and that such manufacture is carried on by means of certain secret formulas, methods, processes, tools, machinery, patterns, appliances, and the same are the property of the employer, and intended to be kept and guarded by the employer as secrets; and that all knowledge and information which the employee now possesses, or shall hereafter acquire, respecting such secrets, and all inventions and discoveries made by said employee during the term of his employment, shall at all times, and for all purposes, be regarded as acquired, and held by the employee in a fiduciary capacity, and solely for the benefit of the employer.

Fourth. That the employee will, when required, make and execute any and all assignments in writing which may be deemed by the employer proper and necessary to transfer and vest in the employer the entire right, title, and interest in all