LETTER OF INTENT: PURCHASE OF ASSETS

WHEREAS, this Letter of Intent (“LOI”) constitutes an expression of the mutual intent of _____ (“Seller”) and _____ (“Purchaser”) (together, the “Parties”), requiring only the execution and delivery of a definitive agreement between the Parties setting forth in detail all the terms and conditions of the proposed transaction and agreements described following, the Parties having engaged in negotiations and reached agreement in principle; and

WHEREAS, Seller wishes to sell to Purchaser all of Seller's rights, title, and interest in its assets that are described in Exhibit “A” (“Assets”), and Purchaser wishes to purchase from Seller all of Seller's rights, title, and interest in and to the Assets, in exchange for cash and Purchaser Common Stock in some combination, but which may be all cash, stock, or cash and stock, in an amount to be negotiated in good faith by the Parties;

WHEREAS, The Parties do hereby manifest by this LOI their intent to enter into a formal binding agreement between the Parties to be executed (the “Asset Purchase Agreement”).

WHEREAS, In this regard, the Parties set forth the following principles regarding the Asset Purchase Agreement:

The Parties will cooperate with each other in the pursuit of executing the Asset Purchase Agreement. Each Party will furnish information to the other and perform such other activities as may be reasonably required to facilitate their respective entry into, and execution, of the Asset Purchase Agreement. The Asset Purchase Agreement will contain such additional terms and conditions, including but not limited to standard warranties and cross-indemnities, as are commercially customary.

The specific rights, duties, and obligations of the respective Parties in connection with the transaction shall be governed by the Asset Purchase Agreement. Such rights, duties, and obligations shall be based on mutually acceptable terms and conditions, including fair and reasonable amounts and the inclusion of any terms and conditions required or contemplated by law, regulation, or otherwise.

The transaction contemplated by this LOI and the Asset Purchase Agreement to be prepared therefore involves purchase of the Assets (the “Acquisition”).

In order to facilitate the Acquisition, Purchaser and Seller agree that each will use their best efforts to formulate a structure for the Acquisition which is acceptable to each Party and which is formulated to:

1) comply with all necessary legal and regulatory requirements;

2) minimize or eliminate adverse tax consequences; and

3) be as cost effective as possible.