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FF 10/96© STP 8021-1 Form 8.02 Stock Purchase [1]—Letter of Intent  , 20 Mr. 4321 Main Street, California 93000 Re: Stock Acquisition of “ABC” Franchise Dear Mr. : This letter will confirm the basic terms upon which I would be interested in acquiri ng the issued and outstanding stock of your corporation (the “Corporation”) which owns that certain ABC franchise loc ated at 4321 Main Street, , (the “Business”). If the terms outlined below are acceptable, please sign and return the enclosed duplicate copy of this letter to me. Except to the extent hereinafter expressly provided, this letter of intent only outlines the proposed transaction a nd is not intended to be a binding offer or agreement but, rather, is intended to set forth certa in principal terms and conditions relating to the proposed transaction and to evidence our mutual intent to negoti ate in good faith towards the execution of a definitive purchase agreement. The purchase price shall be a total of dollars ($ ) to be paid as follows: . At Closing, you will deliver all of the stock of the Corporation, free and clear of a ll claims, demands, liens and encumbrances. The purchase price is premised upon the accura cy of the financial statements and other financial information that you have previously provided t o me. Each of us will bear our own attorney's fees and other costs incurred in negotiating and closing t he transaction; escrow fees will be shared equally. If these terms are acceptable to you, you and I will negotiate in good faith with a view toward executing a definitive stock purchase agreement with all customary representations and warranties. My obligation to purchase will be subject to: 1. Receipt of consent from ABC, Inc. to the transfer; 2. Receipt of the Corporation's landlord's consent to my assumption of the lease, if required; 3. My securing satisfactory bank financing for the cash portion of the purchase price; and 4. My completion, to my satisfaction, of a due diligence investigation of your Business. Notwithstanding the otherwise non-binding nature of this letter, the following obligations will be binding: (a) Because of the legal fees and other costs I will incur if you wish to proceed with t his transaction, you and the Corporation agree that neither of you will solicit or entertai n offers for, or otherwise engage in negotiations for, the sale of the stock, or the assets of the Business for so long as we  Counsel should consider whether a letter of intent is appropriate, given the risk that it may become the bais of a lawsuit if the “deal” does not close. Form 8.02[1] 8021-2© STP FF 10/96 are continuing to negotiate, but in any event for at least the thirty (30) day period following the date that you sign this letter; and (b) Each party agrees not to disclose the contents of this letter, or the terms of our proposed transaction, to any third party other than ABC, Inc., and your and my respective lawyer, accountant and advisors. In order to commence my due diligence examination, I will need for you to provide the fol lowing items as soon as possible: 1. A copy of the current ABC, Inc. Franchise Offering Circular for the State of ; 2. A copy of the existing franchise agreement between you and ABC, Inc., including all a mendments and exhibits thereto; 3. Copies of all other agreements between Corporation and ABC, Inc.; 4. A copy of the current lease for the Business premises, including all exhibits and ame ndments thereto; 5. A copy of all material agreements to which the Corporation is a party; 6. A description of all pending or threatened legal claims and actions by or against Corporation. 7. The identities of all former franchisees for the Business; and 8. Any additional information necessary or convenient for my due diligence investigation, upon request. If the foregoing is acceptable to you, please sign, date, and return the enclosed duplica te copy of this letter. Very truly yours,__________________________________________ CONFIRMED AND AGREED this day of , 20 [SHAREHOLDER] [CORPORATION] By: Its: