Date:__________, 200__

THIS IS A LEGALLY BINDING CONTRACT IF NOT UNDERSTOOD, SEEK COMPETENT ADVICE

To: Owner of Recorded

Business________________________________ Address ________________________________________

I hereby offer to buy the business herein referred to and identified as follows: The equipment, fixtures, leasehold improvements, trademarks, trade names (asset sales only). Business name
Located at
1) I will pay the total sum of $______________excluding of inventory

a. $___________is herewith as a deposit to
bind this offer.

b. $___________is to be paid as an additional
deposit upon signing of a
purchase and sales agreement
between both parties.

c. $____________to be paid in cash, certified
or bank check at closing.

a. $___________ total purchase price exclusive
of inventory & supplies

2) This offer is good until _____ p.m. on
____/____/ 200__ at or before which time a
copy hereof shall be signed by you the Seller signifying acceptance of this Offer,
and returned to me forthwith otherwise this Offer shall be considered as rejected
and any money deposited herewith shall be returned to me forthwith.

3) The parties hereto shall, or before
_______ p.m. on or before___/____/ 200___
execute Asset Purchase and Sales Agreement which, when executed, Shall be the Agreement
between the parties hereto.

4) Closing shall take place at ______p.m. on or before _____/___/200___ at a mutually agreed location, unless other time and place is mutually agreed.

5) If you (Seller) do not fulfill your (Sellers) obligations under this Agreement, said Agreement, said Agreement shall be enforceable both at law and equity, (inclusive
of specific performance).

If I (Buyer) do not fulfill my obligations under this offer, the deposit (I)(a)mentioned above shall become your ( Seller property as liquidated damages without recourse to either party.

(6) Time is of the essence hereof.

(7) A fee will be paid by the Seller to Lee Brokers at closing.

(8) If any of the above conditions are not satisfied to the buyer, the deposit will
be returned to the buyer and there will be no further liabilities to all parties.


9) Special Provisions:
1.Buyers satisfactory verification of the gross sales and approval of all books and records and tax returns.

2.Buyers satisfactory review of the lease;1) successful assignment of the lease to the Buyer and/or 2) obtaining a new lease with the terms and conditions acceptable to the Buyer.

3.Seller agrees not to compete within a radius of ___________ miles from the present location for the next __________ years.

4.Seller will provide full-time training for a period of ______ week. The seller will be available for consultation after training, if needed.

5.Any existing permits and licenses have to be successfully transferred to the Buyer, if needed.

6.All existing equipment will be in working order at closing.Final inspection 3 days prior to the closing.

7.Subject to the Seller and Buyer signing on a satisfactory Purchase and Sales Agreement.

8.Additiona Provisions:
_________________________________________________________________________________________________
_________________________________________________________

Receipt of the deposit of $__________is hereby acknowledged and held in escrow by
broker. Lee Associates and any other further deposits will be held by Lee Associates.

Witness my ( our) hand(s) and seal (s)SIGNED: _____________________________
Buyer: _____________________________
Buyer print name
_____________________________ Address _____________________

This Offer is accepted upon the foregoing terms and conditions at _____, ___.m. on
____/____/ 200__

Witness my (our) hand(s) and seal (s) SIGNED:________________________
Seller (s)

RECEIPT FOR DEPOSIT_____________200__
Received from the buyer ____________________, the sum of $_______________as
determined under the terms and conditions of the above offer to be held in Lee Associates Escrow account.













OFFER TO PURCHASE
INDEMIFICATION & DISCLAIMER

All information is furnished by the Seller. The Brokers(s) and Agent(s) do not certify, warrant, guarantee or make any representation. This information given is for sales purposes only and is subject to errors, omissions, or can be withdrawn from the market anytime without further notice. Buyer(s) must use due diligence including, but not limited in hiring a competent legal counsel and financial advisor in making a decision to purchase.

The Broker(s) and Agents(s) in this agreement directly or indirectly, insofar as the provisions of this Agreement expressly apply to the representation of the business, and too any amendments or modifications of such provisions to which both parties agree in writing. Both parties are advised to hired legal counsel and financial advisor in this transaction.

For good and valuable consideration, the receipt and sufficiency of which is hereby hold harmless and release Brokers(s) and Agent(s) from any claims of every manner and nature arising from or in anyway related to this transaction
of the business as whether any of the above connection with the Broker(s) and Agents(s) or otherwise, Broker(s) and Agent(s) represents the Seller(s) in this transaction and not the Buyer(s), in marketing negotiating and the sale of the business, unless otherwise disclosed. This Agreement shall survive the sale of the business being sold to the Buyer(s).




Date:_____________


Seller___________________________


Buyer:___________________________


Broker_____________________________