Agreement of Sale and Purchase

Agreement for Sale of Business (Asset Purchase Agreement)

including Compliance with the Bulk Sales Act and Seller to Finance Part of Purchase Price

Asset purchase agreement made , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein the Seller, and , a corporation organized under the laws of , with its principal office located at , referred to herein the Buyer.

Subject to approval by Seller's stockholders of the terms and conditions of this Agreement and the nature and amount of the consideration to be received by Seller under this Agreement, the parties agree as follows:

I. Promise to Buy and Sell. Seller agrees to sell and Buyer agrees to purchase the assets and property of Seller, including its goodwill in the items, listed in Exhibit A, attached to and by this reference made a part of this Agreement, for the consideration, under the terms and conditions, and subject to the warranties and representations set forth in this Agreement.

A. Closing. The closing shall be held on , at

B. Sale of Assets. The Seller shall sell the following assets for a total price to be paid to the Seller of $ plus the assumption of debts of $ , for a total purchase price of $ .

1. The purchase price represents interest in the following assets of the Seller, and the price shall be divided among the assets as follows:

a. Fixtures and equipment as set forth in Exhibit B: $ .

b. Real estate as set forth in Exhibit C: $ .

c. Inventory: $ .

d. Accounts receivable: $ .

e. Cash type assets: $ .

f. Goodwill: $ .

2. However, the total purchase price and the price allocated to and the principal payment of the note described in Subparagraph B below shall be redetermined and adjusted (up or down) by an appraisal of to be conducted on by , which appraisal price shall be binding upon the parties to this Agreement. The cost of such appraisal shall be split by both parties.

C. Closing Documents. At the closing the Seller shall tender to the Buyer the following fully executed documents:

1. A bill of sale for all fixtures and equipment inventory and accounts receivable in the form attached as Exhibit D.

2. A deed for the real estate in the form attached as Exhibit E.

D. Purchase Price and Terms. At the closing the Buyer shall deliver to the Seller:

1. A Security Agreement (in the form attached as Exhibit F) and UCC-1 financing statement securing the purchase price with all fixtures, inventory and accounts receivable (and their proceeds) transferred under this Agreement;

2. A mortgage (or deed of trust) in the form attached as Exhibit G covering the real estate transferred under this Agreement, securing the following described promissory note;

3. A certified or cashier's check of $ ; and

4. A fully executed promissory note (in the form attached as Exhibit H) for the balance of the purchase price. The promissory note shall be for a term of years, shall bear interest at the rate of per annum, and shall be payable in equal monthly payments of principal and interest payable on the day of each month, beginning .

E. Escrow and Bulk Sales Act. The Buyer's consideration shall be held by (the escrow agent) until all of the following requirements are fulfilled:

1. Notice to the escrow agent of the Buyer that there are no federal or state tax liens on the premises or its equipment or fixtures or any of the other property conveyed by this Agreement as of a date on or after closing.

2. Notice to the escrow agent of the Buyer that there are no financing statements or other liens or other claims recorded or noticed pertaining to the property conveyed by this Agreement as of a date on or after closing.

3. Notice to the escrow agent of the Buyer of compliance with the Bulk Sales Act of , specifically:

a. That the Seller has furnished to the Buyer a list of existing creditors prepared as follows:

(i) The list must contain the names and business addresses of all creditors of the transferor.

(ii) The list must state the amount of the indebtedness owing to each creditor if such fact is known to the transferor.

(iii) The list must include the names of all persons who assert claims against the transferor even though such claims are disputed.

(iv) The list must be signed and sworn to or affirmed by the transferor.

b. That the Seller has prepared a sworn schedule of the property to be transferred which is sufficient to identify it.

c. That the Buyer has received certified return receipts from all of the above-described creditors and, in addition, from the where the premises are located, showing that notice was received by the above-described parties at least days prior to the date that distribution of the funds is to take place and an affidavit that the Seller has complied with the notice requirements of the Bulk Sales Act inasmuch as the notice given to the persons or entities stated:

(i) That a bulk transfer is about to be made.

(ii) The name and business address of the transferor.

(iii) The addresses used by the transferor within the last years.

(iv) The name and business address of the transferee.

(v) That the debts of the transferor are to be paid in full as they fall due.

(vi) The estimated total of the transferor's debts.

(vii) The location and general description of the property to be transferred.

d. That, as to any contested claims, a sum equal to the creditors' maximum claim has been escrowed.

II. Representations of Seller. The Seller represents and warrants to the Buyer as of the date of this Agreement and on the effective date as follows:

A. Title. To the knowledge and belief of the Seller, the Seller has good and marketable title to all properties, assets and leasehold estates, real and personal, to be transferred pursuant to this Agreement, subject to no mortgage, pledge, lien, conditional sales agreement, encumbrance or charge, except for:

1. Liens reflected on the attached Schedule 1 as securing specified liabilities (with respect to which no default exists);

2. Liens for current taxes and assessments not in default; and

3. Liens arising by operation of law of which Seller has no knowledge, except to the extent disclosed on Schedule 1.

B. Insurance. The Seller has delivered to the Buyer a list (Schedule 2), complete in all material respects, as of , of all insurance policies carried by the Seller. The Seller carries insurance, which it believes to be adequate in character and amount, with reputable insurers in respect of its properties, assets, and business and such insurance policies are still in full force and effect.

C. Violations, Suits, Etc. In all respects material to the business, financial condition and properties of the Seller on a consolidated basis, the Seller is not in default under any law or regulation, or under any order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality wherever located, and, except to the extent set forth on the Schedule 3, (i) there are no claims, actions, or suits or proceedings instituted or filed, and (ii) to the knowledge of the Seller, there are no claims, actions, suits or proceedings threatened presently or which in the future may be threatened against or affect the Seller at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, wherever located.

D. Tax Returns. The Seller has filed all requisite federal, state, and other tax returns due for all fiscal periods ended on or before .

III. Covenants of Seller Prior to Closing. Between the date of this Agreement and the closing date:

A. Seller's Obligations. The Seller shall:

1. Carry on its business in substantially the same manner as it has prior to this Agreement and not introduce any material new method of management, operation or accounting;

2. Maintain its properties and facilities in as good working order and condition as at present, ordinary wear and tear excepted;

3. Perform all material obligations under Agreements relating to or affecting its assets, properties and rights;

4. Keep in full force and effect present insurance policies or other comparable insurance coverage; and

5. Use its best efforts to maintain and preserve its organization intact, retain its present employees and maintain its relationships with suppliers, customers and others having business relations with the Seller.

B. Negative Covenants. The Seller shall not, without the prior written consent of the Buyer:

1. Enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures except in the normal course of business;

2. Increase the compensation payable or to become payable to any employee or agent, or make any bonus payment to any such person;

3. Create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or later acquired; or

4. Sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business.

IV. Conditions to Obligations of Seller. The obligations of the Seller under this Agreement are, at Seller's option, subject to the satisfaction of the following condition on or prior to the effective date:

A. Board Authority. The Seller shall have received a copy of the resolutions authorizing the execution, delivery and performance of this Agreement by the Buyer certified by the secretary of the Buyer to have been adopted by the Board of Directors of the Buyer and to be in full force and effect as of the effective date.)

B.

V. Representations of Buyer. The Buyer represents and warrants to the Seller as of the date of this Agreement and on the effective date, that the execution, delivery, and performance of this Agreement by the Buyer has been duly authorized by the Board of Directors of the Buyer and the Agreement constitutes the valid and binding obligation of the Buyer and that a properly certified Board of Directors' Resolution to this effect will be presented to the Seller before the effective date.

VI. General Provisions.

A. Additional Instruments. The parties shall deliver or cause to be delivered to each other on the effective date, and at such other times and places as shall be reasonably agreed on, such additional instruments as any party may reasonably request for the purpose of carrying out this Agreement. The Seller shall cooperate, and shall use its best efforts to have the Seller's present employees cooperate, on and after the effective date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the effective date.

B. Survivorship. All warranties, covenants, representations and guarantees shall survive the closing and execution of the documents contemplated by this Agreement. The parties, in executing and in carrying out the provisions of this Agreement, are relying solely on the representations, warranties and Agreements contained in this Agreement or in any writing delivered pursuant to provisions of this Agreement or at the closing of the transactions provided for in this Agreement and not upon any representation, warranty, Agreement, promise or information, written or oral, made by any person other than as specifically set forth in this Agreement or any such delivered writing.

C. 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.

D. 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.

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

F. 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.

G. 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.

H. 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.

I. 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.

J. 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.

K. 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.

L. 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.