Agreement for Sale of Business

Agreement for Sale of Business by Sole Proprietorship Including Purchase of Real Property and Covenant not to Compete

This Asset-Purchase Agreement is made (date) between

, of

, referred to herein as Seller,

and , of

, referred to herein as Buyer.

Whereas, Seller now owns and conducts a business under the firm name of "" at

, hereinafter referred to as the Business; and

Whereas, Seller desires to sell and Buyer desires to buy the Business for the price and on the terms and conditions set forth below.

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Sale of Business. Seller shall sell to Buyer, free from all liabilities and encumbrances, Seller's above-described Business, including the premises at

, (the Premises), and all other assets listed and as more specifically set forth in the attached Schedule A, which is incorporated by this reference.

II. Consideration. In consideration for the transfer of the above-described Business from Seller to Buyer, Buyer shall pay to Seller $, which Seller shall accept from Buyer in full payment for the Business, subject to the terms and conditions contained in this Agreement.

III. Allocation of Purchase Price. The purchase price of $ shall be allocated to the various assets of the Business as follows:

A. The Premises: $

B. Equipment, furniture and fixtures: $

C. Goodwill: $

D. Stock-in-trade on Premises or to be delivered prior to closing day: $

E. Notes and accounts receivable: $

F. Outstanding contracts: $

IV. Time and Manner of Payment. The purchase price shall be paid as follows:

$ on the signing of this Agreement, the receipt of which is

acknowledged, and the balance of $ on the closing of this Agreement.

V. Closing. This Agreement shall close on (date),

at (time), at the office of , Attorney for Seller, at

. At such time, on payment by Buyer of that part of the purchase price then due, Seller shall deliver to Buyer a bill of sale,

a deed to the Business, and all other instruments of sale, conveyance, or assignment that may be required for the proper transfer by Seller to Buyer of all of the assets of the above-described Business set forth in the attached Schedule A, free of all encumbrances, which instruments shall contain the usual warranties and affidavits of title. On the closing date, adjustments will be made for premiums on insurance, payroll, payroll taxes, and , the net amount of which adjustments shall either increase or decrease the purchase price, as the case may be.

VI. Representations of Seller. Seller represents and warrants:

A. Seller is duly qualified under the laws of to carry on its Business as now owned and conducted at

.

B. Exhibit A, which is attached and incorporated by this reference, sets forth the balance sheet of Seller as of (date), which balance sheet has been prepared in accordance with generally accepted accounting principles followed by Seller throughout the period indicated and fairly represents the financial position of Seller as of the date of the balance sheet and the results of Seller's operations for that period.

C. Seller has good and marketable title to all assets set forth in the attached Schedule A, whether real or personal, and whether tangible or intangible. All of these assets are free and clear of all restrictions on transfer or assignment and are free and clear of all encumbrances except for those disclosed in the balance sheet set out in Exhibit A. Seller is not bound by any contractual obligations not listed in the mentioned balance sheet.

D. Seller has complied with, and is not in violation of, all applicable federal, state, and local statutes, laws, and regulations affecting Seller's properties or the operation of Seller's Business.

VII. Covenant not to Compete. Seller shall not participate in any way, directly or indirectly, in a Business similar to that being sold by this Agreement to Buyer, within for a term of years from the date of closing.

VIII. Conduct of Business. Between the date of the execution of this Agreement and the date of closing, Seller will carry on Seller's Business in the usual and ordinary

manner and will not enter into any unusual contract or make any unusual commitment affecting the operation of the Business beyond the closing date without the consent of Buyer.

IX. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

X. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

XI. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XII. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

XIII. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XIV. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XV. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XVI. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

XVII. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

XVIII. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.