ASSET PURCHASE & SALE AGREEMENT

A. PARTIES

This agreement (“agreement”) is entered into this___day of July, 201_ by and between [COMPANY] (“The LLC” or “buyer”) and [COMPANY](“XXX” or “seller”), a California company. Buyer and seller will be referred to at times as “the parties.”

RECITALS AND SUMMARY

owns the business assets and operates two _____________ businesses located at……………………..

The LLC is purchasing, on a contingent basis, the assets of the businesses “free and clear,” including, but

applicable intellectual property (if any), accounts receivable, telephone numbers and good will. Collectively, all items purchased shall be referred to herein as the “assets.”This agreement will also be referred to herein at times as “this transaction.” A copy of the licensing agreement is attached hereto as Exhibit “A” and incorporated herein by this reference.

Buyer may specifically decline in writing to purchase a portion of the assets described above prior to the conclusion of the Due Diligence period (see section D. below). This includes, but is not limited to, existing employee, client and independent contractor relationships, as well as the licenses.

Buyer is not offering to purchase any dlebtgal orobligation ofseller, except as may be expressly agreed upon prior to closing.

C. PURCHASE & SALE; PRICE AND TERMS; CLOSING

Purchase & Sale:

Subject to the contingencies listed in section D., and other terms of this agreement, seller hereby sells and the LLC hereby purchases title of seller to the assetsSeller. represents and warrants that except for the items attached hereto as Exhibit “B,” or as deposited in escrow as soon as possible after the escrow is opened, there are no encumbrances of any nature or kind on the assets and all rights of any nature thereto, and further, that seller is conveying full right and title to the assets and all rights of any nature thereto to the LLC (devoid of any legal problems and with no claims and liens by other parties, private and governmental).

The LLC, in acquiring full right and title to the assets and all rights of any nature thereto, is free to utilize all such rights and title to the fullest extent permitted by law.

Price and Terms: