Intent Purchase Contract

Form 8.01 — Asset Purchase Letter of Intent

,

Mr.

Re: Asset Acquisition of “ABC” Franchise

Dear Mr. :

This letter will confirm the basic terms upon which I would be interested in acquiring the assets of your ABC franchise located at , , (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 and is not intended to be a binding offer or agreement but, rather, is intended to set forth certain principal terms and conditions relating to the proposed transaction and to evidence our mutual intent to negotiate in good faith towards the execution of a definitive purchase agreement on or before , .

The purchase price shall be a total of dollars ($ ), consisting of my assumption of the current equipment financing loan with of approximately $ , with the balance of the purchase price to be paid as follows: .

At Closing, you will deliver all of the assets of the Business, free and clear of all claims, demands, liens and encumbrances. I will assume no existing obligations except the franchise agreement, lease and the equipment financing agreement. You will be responsible for sales tax and transfer fees, if any. Each of us will bear our own attorney's fees and other costs incurred in negotiating and closing the 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 asset 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 your landlord's consent to my assumption of the lease;

3. Receipt of 's consent to my assumption of the equipment financing obligations;

4. My securing satisfactory bank financing for the cash portion of the purchase price; and

5. 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 this transaction, you agree that you will not solicit or entertain offers for, or otherwise engage in negotiations for, the sale of the Business for so long as we 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 following 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 amendments and exhibits thereto;

3. Copies of all other agreements between you and ABC, Inc.;

4. A copy of the current lease for the Business premises, including all exhibits and amendments thereto;

5. A copy of the existing financing agreement;

6. The identities of all former franchisees for the Business; and

7. 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 duplicate copy of this letter.

Very truly yours,

CONFIRMED AND AGREED this day of ,