All of those things are burnout. I've seen it before. Not that this is helpful now -- but these things should have been decided when you guys started. Partners

All of those things are burnout. I've seen it before. Not that this is helpful now -- but these things should have been decided when you guys started. Partnership agreements are important for this reason. I wouldnt have an arrangement with a stranger I dont care about without a partnership agreement, so having set arrangements with friends is that much more important. Assuming that you dont have a partnership agreement, with productivity/milestones built in, or with buyout terms already negotiated, then its going to be tricky. This is also another reason that ownership vests with time as things move forward. Clearly, part of the issue here is that you want to remain friends. So if you offer to little, and then make it successful later on, he's going to be pissed off. Alternatively, if he wants too much, and you cant pay it, then you both get pissed off and it falls into the shitter. Probably the only reasonable way to go about this is to sit down and just discuss whether he A- still wants to do this, and B- if he wants out, what makes sense for both of you. You might think about offering him some sort of buyout that involves later payments to keep things cheap now. For Example, you could offer him $5k now for his voting rights and ownership, with the understanding that if/once the company starts making money, he would get some portion of net profits, or even revenue. Alternatively, try the reverse. Let him keep his equity, but put into a place where you will gain new equity as you reach new milestones, and that all your expenses/investments will get paid back before any dividends to owners. In that way, eventually he will be watered-down to virtually no ownership, but if you get a buyout offer in 12 months he still gets a peice of the pie. Depending on your state laws, though, you probably cant 'force' him out. So if you cant work it out amicably, there isnt much of a way to do it.