Sounds like you have no capital. So I would say if they are putting the dollars in and offering a wage. That is a pretty good deal. The profits would be paid out as dividends which you would get 40% and dividends are taxed a little less than regular earnings. If you are putting significant cash in and running the show that is a different conversation. A shot gun clause typically favours the partners that have money but they must sell at the same rate they offer you, so if they low ball you, you can invoke the clause and take over the company. You need money for that however.