Letter of Intent to Buy and Sell assets



Gentlemen:

The purpose of this letter is to set forth our mutual intentions with respect to a proposed transaction in which we, acting directly or through one of our wholly owned subsidiaries, herein collectively referred to as "Buyer," would purchase the business conducted by [name], herein referred to as "Seller," which includes, without limitation, [name] (the Business), subject to the following terms and conditions:

1. Assets To Be Sold:

a. Included within the Business would be all of the assets of the Business, tangible or intangible (except as described in Exhibit A annexed hereto [omitted]), including the assets set forth in Seller's balance sheet of [date], adjusted for transactions conducted in the ordinary course of business from the date of said balance sheet to the date of the Closing contemplated herein, including among other things, all property, rights, contracts of any nature, inventories, rights under domestic and foreign copyrights, patents, trademarks and licensing agreements, know-how and know-how agreements, computer databases and software, and goodwill related to the Business.

b. Not included in the Business would be all of Seller's liabilities and obligations, except for [list of liabilities], which obligations would be assumed by Buyer as hereinafter set forth. Seller would continue to be responsible for all of its liabilities and obligations not expressly assumed by Buyer.

2. Date of Closing. It is proposed that such transaction would be consummated by and as of [date].

3. Purchase Price. The proposed purchase price would be ---------- dollars ($----------).

4. Conditions To Close. Conditions to the consummation of the proposed transaction include:

a. Negotiation, execution, and delivery of a mutually satisfactory definitive Assets Purchase Agreement containing representations, warranties, covenants, and conditions that are customary in a transaction of this nature and size and that would survive the closing date for at least [number] years, except those with regard to taxes that would survive to the applicable statute of limitations period;

b. Seller's and Seller's stockholders' execution of noncompete agreements satisfactory to Buyer and Seller and Seller's stockholders at the closing;

c. Required governmental filings and approvals, if any, and required corporate approvals of Seller;

d. Satisfactory business review of the Business by Buyer;

e. Seller's conduct of the Business in the normal and ordinary course without material adverse change from the date hereof to the closing date.

5. Prospective Sale Not to Be Disclosed. Until the execution and delivery of a definitive and binding agreement (or such earlier date as negotiations may be terminated), (a) Seller and its directors, officers, and agents will not discuss the sale of the Business with any prospective purchasers without Buyer's consent; (b) Seller will make available to Buyer, Buyer's counsel, accountants, actuaries, and other representatives access to such information and documents regarding the Business as Buyer may reasonably request; and (c) Buyer will keep and cause such others to keep such information confidential.

6. No Public Disclosure of Letter or Terms. Seller and Buyer agree not to make any public disclosures about the existence or contents of this letter or transactions contemplated hereby without prior notice to and approval of the other party.

7. Each Party to Bear Own Expenses. Buyer and Seller will each bear his respective expenses incurred in connection with the negotiation, preparation, and consummation of the contemplated transaction.

8. Letter Not a Binding Contract. Except with respect to Paragraphs 5, 6, and 7 herein, this letter shall not constitute a binding contract between Buyer and Seller, but purports to set forth their present intentions with respect to the terms proposed to be incorporated in the definitive Assets Purchase Agreement.

Please indicate your acceptance and approval of this letter by signing and dating below. Kindly return one fully executed original. The duplicate original is for your files. Upon receipt of the executed letter of intent, we will begin drafting the definitive Assets Purchase Agreement for your review.

Very truly yours,

By: [signature]

ACCEPTED BY AND AGREED TO:

By: [signature]