OFFER TO PURCHASE

TYPE OF SALE: Stock ____ Asset ____ Other____

This Offer to Purchase made as of the date of execution hereof by and between , hereinafter
referred to as Purchaser, and hereinafter referred to as Seller.

In consideration of the mutual covenants and promises herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

1.01 Purchaser hereby offers to purchase the business known as ______ and described as follows:
(a) Location:
(b) Ownership:

1.02 As consideration for the purchase of said business, as above described, Purchaser shall pay to
Seller the following amounts on the terms and conditions:
(a) Sales Price
(b) Down Payment
(Check only)
(c) Terms
(d) Other Conditions
(e) Assets included in sale
(f) Real estate included in sale
(g) Liabilities transferred

1.03 The full purchase price shall include inventory of $_______________________ at Sellers cost. If
the actual amount is more or less, the difference shall be adjusted by the parties outside escrow.

1.04 Upon the execution hereof, Purchaser has paid or shall pay to Broker or other party, as escrow
agent, the amount of $_____________________. This money shall constitute an earnest money deposit
toward the transaction contemplated hereby, and shall apply as a credit against the down payment at the
closing hereof, subject to the provisions of Section 4.01 and 4.02 below. Any non-certified fund deposit
shall be replaced with certified funds upon satisfactory completion of Section 3.02 below.

1.05 Broker shall have no liability to any party for any actions it takes as escrow agent hereunder, unless
it shall be found to have acted with gross negligence or willful misconduct. Notwithstanding the
foregoing, Broker shall have no liability under such circumstances for any action or omission that is
taken or made in good faith, and believed by Broker to be authorized or within the rights and power
conferred upon Broker by this agreement.

1.06 The following adjustments and prorations shall be made at closing:

___________________________________________________________________________________
__________________________________.
1.07 Seller and/or Landlord shall deliver to Purchaser an acceptable lease or lease assignment, if
applicable. This is to be handled outside of escrow.

1.08 Seller warrants that at the time of Closing, all equipment will be in working order and that the
premises will pass all inspections necessary to conduct such business.

2.01 The execution hereof by Seller shall constitute the Seller's acceptance of the purchase price and the
terms and conditions of sale set forth herein above. Upon the closing (as defined in Section 5.02 below)
of the transaction contemplated hereby, Seller shall execute and deliver to the Purchaser such bills of
sale with full warranties, assignments of instruments and such other documentation as shall be necessary
to vest in the Purchaser good and marketable title to the business free and clear of any and all liens and
encumbrances, except those expressly provided above.

3.01 If required, the Purchaser shall be responsible for giving notice of the transfer to the creditors listed
in the Seller's list of creditors, and take such other action as may be necessary to protect Purchaser
pursuant to the Bulk Transfer provisions of the Uniform Commercial Code.

3.02 This Offer to Purchase is subject to a satisfactory review of the Books, Records, and Operations of
the business by the Purchaser and/or his agents. Seller shall provide access to same during normal
business hours. Purchaser shall have __________ days to complete this review.

3.03 Seller shall enter into a Covenant Not to Compete for a period of __________ ( ) years within the
bounds of the following area:
.
4.01 In the event that this Offer to Purchase is accepted by the Seller, but the sale contemplated hereby
is not concluded on the closing date as stated below, unless an extension is agreed upon in writing by all
parties, due to the failure of Seller to meet the terms and conditions of this Offer to Purchase and in the
absence of any fault on the part of the Purchaser, then Broker shall return to Purchaser the entire earnest
money deposit.

4.02 Purchaser agrees that if he should fail or refuse to complete this transaction after acceptance by the
Seller and all contingencies have been satisfied, then any funds or deposit will be at the Broker's option
forfeited and shall be split equally between the Broker and the Seller by the Escrow Agent.

5.01 The closing date shall be on or before ______________________________________, at the

offices of ________________________________________. Closing cost shall be shared equally by
Seller and Purchaser.

5.02 The closing of the transaction contemplated hereby shall be defined as the execution by Seller and
Purchaser of those documents that shall transfer title of the business and asset's subject hereof from the
Seller to the Purchaser.

6.01 Time is of the essence of this Offer to Purchase.

6.02 Broker shall bear no liability to either Purchaser or Seller in the event of the failure of either
Purchaseror Seller to fulfill the obligations imposed hereby.

7.01 If the Seller fails to accept this agreement by 6:00 p.m. __________________ ,20____, then the
Purchaser may revoke this agreement.

7.02 To the extent that this Offer to Purchase concerns some of the same subject matter as a Previous
Listing Commission Agreement, this Offer to Purchase shall be an addendum to such Agreement
between the Seller and Broker, and the terms and provisions of the two instruments shall be reconciled
and construed accordingly, and this Offer to Purchase shall not constitute nor be construed to be an
expressed or implied limitation or termination of such Previous Agreement.

7.03 Any party to this Offer to Purchase shall be entitled to obtain specific performance of this
Agreement as a remedy cumulative to any other remedy at law, in equity, by statute or by contract.

7.04 This document contains the entire understanding of the parties and there are no oral agreements,
understandings, or representations relied upon by the parties. Any modifications must be in writing and
signed by all parties.

7.05 THIS IS A LEGALLY BINDING DOCUMENT. READ IT CAREFULLY. IF YOU DO NOT

UNDERSTAND IT, CONSULT AN ATTORNEY. BROKER IS NOT AUTHORIZED TO GIVE
LEGAL ADVICE.

Executed this ___________ day of ____________________, 20_____.

PURCHASER SELLER
By: By:
Title: Title:
Address: Address:
Telephone: Telephone: