[terrycojones]

Get a lawyer. Go check out the list of suggested good start-up lawyers on http://venturehacks.com

You do NOT want to sell without a negotiated contract for your (all of you) ongoing employment. You need a lawyer for that, DON'T do it yourself.

Some of what the other side is telling you is clearly manipulative (no surprise). If they want to buy you, insist that they do it properly. You owe it to yourselves, and the other side will respect you for it - guaranteed.