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EXHIBIT 5
EXHIBIT A
ADOPTION AGREEMENT
This Adoption Agreement ("Agreement") is executed pursuant to the
terms of that certain Stock Transfer Restriction Agreement effective as of
April ___, 1998 (the "Restriction Agreement"), by and among BRIGHTSTAR
INFORMATION TECHNOLOGY GROUP, INC., a Delaware corporation (the "Corporation"),
and __________________________________, who is the Shareholder defined therein.
Capitalized terms not otherwise defined herein shall have the meanings given to
them in the Restriction Agreement. By the execution of this Adoption
Agreement, the undersigned agrees as follows:
1. Acknowledgment. Subject to the execution hereof, the
undersigned is to acquire certain shares of the Common Stock, par
value $.001, of the Corporation (the "Stock"), and that such shares
will be subject to the terms and conditions of the Restriction
Agreement.
2. Agreement. The undersigned agrees that shares of the
Stock acquired by the undersigned shall be bound by and subject to the
terms of the Restriction Agreement, and hereby adopts the Restriction
Agreement with the same force and effect as if the undersigned were
originally a party thereto and named as a Shareholder therein.
3. Notice. Any notice required or permitted by the
Restriction Agreement shall be given to the undersigned at the address
set forth by the undersigned's signature below.
EXECUTED and DATED as of ________________________, 199_.
TRANSFEREE:
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(Signature)
Address:
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ACCEPTED AND AGREED TO:
BRIGHTSTAR INFORMATION
TECHNOLOGY GROUP, INC.
By:
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(Signature)
Name:
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Title:
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