Purchase Agreement (Business)

THIS AGREEMENT made as of Date of Agreement (i.e. July 1, 2011) between ______, of
______ (the “Buyer”) and ______, of ________ (the “Seller”).

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: The Buyer agrees to purchase from the Seller and the Seller agrees to

sell to the Buyer all of the undertaking, property and assets of the Seller used in the Seller's

(the “Business”) as a going concern, of every kind and description and

wherever situated, including but not limited to the assets described in Schedule “A” hereto

(the “Assets”).

2. Purchase Price: The purchase price (the “Purchase Price”) payable by the Buyer to the

Seller for the Assets shall be ________, which shall be paid and satisfied at Closing by

certified cheque or bank draft.

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3. Closing Date: Time shall be of the essence of this Agreement. The closing of this

transaction shall take place at 2:00 p.m. on or such earlier or later date as may be mutually

acceptable to the parties hereto (the “Closing Date” or “Closing”).

4. Normal Course of Business: After acceptance of this Agreement, the Seller shall cause the

Business to be carried on in the normal course of business.

5. Assumption of Liabilities: At Closing the Buyer shall assume and agree to pay, discharge or

perform as appropriate only the following liabilities and obligations (the "Assumed

Liabilities"):

a. All obligations with respect to the Premises arising on or after Closing;

b. All obligations under customer purchase orders;

c. All leases of personal property and equipment, and contracts or agreements with
vendors providing services to the Business after the Closing Date;

d. All obligations with respect to the factored accounts receivable of the Seller.

Except for the Assumed Liabilities, the Buyer is not assuming, nor shall it in any way be liable or

responsible for, any liabilities, obligations or debts of Seller, whether accrued, absolute,

contingent or otherwise, arising before or after the Closing.

6. Covenants of Seller: The Seller hereby covenants and agrees with the Buyer that:

a) Until the Closing the Seller shall use its best efforts to maintain its current relationships

with suppliers, customers and others having business relations with Seller in connection

with the Purchased Assets.

b) Until the Closing, except as may be first approved in writing by Buyer or as is otherwise

permitted or contemplated by this Agreement, the Seller shall conduct its business and

all transactions with respect to the Purchased Assets, only in the usual and ordinary

course of business consistent with the Seller's past practice.

c) Until the Closing, the Seller shall make no sale of assets other than in the ordinary

course of the Seller's past practice.

7. Delivery and Condition of the Purchased Assets:

a) Immediately upon completion of the Closing, the Seller shall be deemed to have fully

and completely transferred to the Buyer all his rights, title and interest, if any, in, as well

as possession, custody and control of, the Purchased Assets. The Seller shall not be

liable or responsible for any liabilities or obligations of any kind or nature whatsoever

arising out of, under, or related to the Purchased Assets from and after the Closing.

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b) The Buyer agrees that it is purchasing and shall take possession of the Purchased Assets

in their AS IS, WHERE IS condition and acknowledges that it has previously been given

the opportunity to and has conducted such investigations and inspections of the

Purchased Assets as it has deemed necessary or appropriate for the purposes of this
Agreement.

8. Governing Law: This Agreement shall be governed by and construed in accordance with

the laws of the State of _________________

9. Successors and Assigns: This Agreement shall endure to the benefit of and be binding upon

the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first

above mentioned.

Witness ____________________________________________

Witness ____________________________________________________