This Agreement is made on , , between

, Seller, of ,
        (Name of Seller)                  (Address of Seller)
City of , State of 

and ,Buyer, of,      
(Name of Buyer)                (Address of Buyer)
City of ,   State of . 

The Seller now owns and conducts a business,
                                   (Type of Business)     
under name of ,(Name of Business)  
at ,(Address of Business) 
City of State of  

For valuable consideration, the Seller agrees to sell and the 
Buyer agrees to buy this business for the following price and 
on the following terms: 

1.      The  Seller  will  sell  to  the Buyer, free from all
liabilities, claims, and indebtedness, the Seller's business,
including the premises located at , City of 
                                 (Address of Business)     
, State of , 
and all other assets of the business as listed on Exhibit A, 
which is attached and is part of this agreement. 

2.     The Buyer agrees to pay the Seller the sum of 
$,which the Seller agrees to accept as full 
payment. The purchase price  will  be  allocated  to  the  
assets  of  the business as follows: 

       (a)  The premises                $

       (b)  Equipment/furniture         $

       (c)  Good will                   $

       (d)  Stock in trade/inventory    $

       (e)  Notes/accounts receivable   $

       (f)  Outstanding contracts       $

3.     The purchase price will be paid as follows:

Earnest money                    $
       (received by Seller on signing this agreement)
       Cash down payment                $       

       (due on Closing) 
       Promissory note payable          $

       TOTAL Price                      $

       The $ Promissory Note will bear interest
at  percent  (%) per year, payable monthly
for  years  at $ per month with the first
payment due one (1) month after the  date  of  closing.   The
Promissory  Note  will  be  prepayable  without limitation or
penalty. 

4.      The  Seller  acknowledges receiving the Earnest money
deposit of $ from the Buyer.  If this sale is not
completed  for  any valid reason, this money will be returned
to the Buyer without penalty or interest. 

5.     This agreement will close on , , at 
                                      (date)
o'clock .m, at , City 

of, State of .  
At that time, and upon payment by the Buyer of the portion  of  
the  purchase  price then  due,  the  Seller  will  deliver to 
Buyer the following documents: 

             (a)A Bill of Sale for all personal property 
                         (equipment, inventory, parts, supplies 
                      and any other personal property).  

               (b)A Warranty Deed for any real estate        

            (c)All Accounting Books and Records        

           (d)All Customer and Supplier Lists        

           (e)A valid Assignment of any Lease        

       (f)All other documents of transfer as 
                     listed below:  

6.     The Seller represents and  warrants  that it is  duly 
qualified under the laws of the State of  to 
carry on the business being sold,  and has complied with and 
is not in violation of any laws or regulations affecting the 
Seller's business. 

7.     Attached  as part of this  Agreement as Exhibit B is a
Balance Sheet of the Seller as of , ,
which  has  been  prepared  according  to  generally accepted
accounting principles.  The Seller warrants that this Balance
Sheet  fairly represents the financial position of the Seller
as of this date and sets out any contractual  obligations  of
the  Seller.   If this sale includes the sale of inventory of
the business, the  Seller  has  provided  the  Buyer  with  a
completed  Bulk Transfer Affidavit containing a complete list
of all creditors of the  Seller,  together  with  the  amount
claimed to be due each creditor. 

8.     Seller  represents  that  it  has good  and marketable
title to all of the assets shown on Exhibit A, and that those
assets are free and clear of any restrictions on transfer and
all claims, taxes, indebtedness, or liabilities except  those
specified  on  the  Exhibit  B  Balance  Sheet.   Seller also
warrants that all equipment  will  be  delivered  in  working
order on the date of closing. 

10.    Between  the  date  of this Agreement and the date  of
closing of the Sale,  the  Seller  agrees  to  carry  on  the
business in the usual manner and agrees not to enter into any
unusual contract or other agreement affecting  the  operation
of the business without the consent of the Buyer. 

11.    The Buyer represents that it is financially capable of
completing  the  purchase  of   this   business   and   fully
understands its obligations under this Agreement. 

12.     Buyer  agrees to carry hazard and liability insurance
on the assets of the Business in the  amount  of  $
and  to  provide the Seller with proof of this coverage until
the Promissory Note is paid in full.  However,  the  risk  of
any  loss  or damage to any assets being sold remain with the
Seller until the date of closing. 

13.    Any additional terms: State exact terms)

14.     No  modification  of this Agreement will be effective
unless it is in writing and is signed by both the  Buyer  and
Seller.  This Agreement binds and benefits both the Buyer and
Seller and any successors.  Time is of the  essence  of  this
agreement.   This document, including any attachments, is the
entire  agreement  between  the  Buyer  and  Seller.     
This Agreement is governed by the laws of the State of 
 

       Dated:                             

                     
(Signature of Seller) 

By:
 (Name of Seller) 

                  
               (Name of Business) 

               
              (Signature of Buyer) 

       By:(Name) 

, ,    
 (Date)             (Name of seller)

personally  came  before  me and, being duly sworn, did state
that he/she is the person who owns  the  sole  proprietorship
described  in  the  above document and that he/she signed the
above  document  in  my  presence  on  behalf  of  the   sole
proprietorship and on his/her own behalf. 

         (Signature)

Justice of the Peace, State of 

, ,    
 

         (Date)                        (Name of buyer)

personally  came  before  me and, being duly sworn, did state
that he/she is the person described in the above document and
that he/she signed the above document in my presence. 

        (Signature) 

Justice of the Peace, State of 

                    CONTRACT EXHIBIT  "A"      

This  Contract  Exhibit  "A" is attached and made part of the
following contract: 
                   CONTRACT EXHIBIT  "B"

This  Contract  Exhibit  "B" is attached and made part of the
following contract: