THIS AGREEMENT is made on [DATE] between [SELLER ENTITY NAME], with its principal place of business at [SELLER ADDRESS] hereinafter the "Seller" and [BUYER ENTITY NAME], with offices at [BUYER ADDRESS] hereinafter the "Buyer".

IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Purchase of Assets.

Seller shall sell to Buyer and Buyer shall purchase from Seller, on the terms and conditions set forth in this Agreement, all of the owned property of [SELLER NAME] as determined by a complete inventory and accounting to be taken; all of the fixtures, equipment, and other tangible assets of [SELLER NAME] as shown on the attached inventory (Exhibit A); and the trade, business name, telephone number and listing, goodwill, and all other intangible assets of the Business.

This purchase and sale is limited to the assets specifically set forth in this Agreement, and Buyer shall not assume any liabilities of [SELLER NAME] or its individual shareholders, directors, officers, affiliates, creditors, parent or subsidiary companies, if any.

2. Purchase Price.

The purchase price for the assets is $[PURCHASE PRICE] and (100% equity, equal to [SHARE COUNT] shares), in [BUYER NAME].

3. Payment of Purchase Price.

On execution of this Agreement, Buyer shall deposit the sum of $ [PURCHASE PRICE] in the escrow described in Paragraph 4, on or before the date set for consummation of the purchase and sale of the Business Assets.

4. Closing and Escrow.

a) The Closing date shall be on or before [CLOSING DATE], provided there are no unforeseen delays. Closing shall not be later than 10 calendar days after the designated closing date, unless a further extension is agreed upon in writing between the Buyer and Seller. If any of the parties intend to have a title company or escrow agent close the transaction, the parties shall mutually agree upon such company or agent with costs to be paid for by the Buyer. The costs of Escrow are separate and apart from the Purchase Price. Both the Buyer and Seller shall submit all documentation and other information requested by title company/escrow agent needed to close the transaction. The parties shall fix a date and time with the title company/escrow agent to close the transaction.

b) On the Closing date the inventory, equipment, and fixtures to be transferred will be located at [ADDRESS] and will not be removed without the written consent of the Buyer.

5. Representations by Seller. Seller covenants and represents:

a) That Seller is the sole owner of the Assets with full right to sell or dispose of it as Seller may choose, and no other person has any claim, right, title, interest, or lien in, to, or on the Business or Assets.

b) That Seller has no undischarged obligations affecting the Assets being sold under this Agreement.

c) That there are presently and will be at the time of closing, no liens or security interests against the property and Assets being transferred herein.

d) Consents. No consent from or other approval of a governmental entity, board of directors, or any other person is necessary in connection with the execution of the Agreement, or the consummation by Seller of the Assets by Buyer in the manner previously conducted by Seller.

e) Inventory. The Inventory is merchantable and fit for its intended use and is free of any material defects in workmanship. The finished goods Inventory is of a type, quantity, and quality usable and salable in the ordinary course of business.

f) Payment of Taxes. Seller represents and warrants that Seller has paid, or will arrange for the full payment of, all taxes owed by Seller on account of the Business.

g) Insurance. At the time of signing this Agreement, the Seller will provide the Buyer with a copy of the most current insurance policy covering the Business and/or the Assets sold. Buyer has the option to assume the insurance policy subject to insurance company approval.

h) Licenses. Permits and Consents. There are no licenses or permits currently required by the Seller for the satisfaction of the sale of Assets or this Agreement, or Seller has obtained the proper licenses or permits in order to effectuate this Agreement.