THIS AGREEMENT, made and entered into as of the _____ day of ______________, 200__

 between_________________________, d/b/a ________________________, with their primary place of business at

 _____________________________, herein referred to as the "Seller",

                                        A
                                        N
                                        D

____________________________, an individual residing at _____________________________, hereinafter referred to

as the "Purchaser".

WITNESSETH:

WHEREAS, the Seller is the owner of a business known as ________________________, with its principal office

situate at ______________________________________; and
 

WHEREAS, the Seller operates the foregoing business involving the retail sales of

_________________________________________ and other miscellaneous items, and in conjunction therewith, has

developed a reputation and following and has accumulated certain assets more fully described hereafter; and
 

WHEREAS, the Purchaser has expressed an interest in the acquisition of the business of the Seller; and
 

WHEREAS, the Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller the

__________________ under the terms and conditions herein set forth.
 

NOW, THEREFORE, in consideration of the mutual promises and conditions herein contained, intending to be

legally bound hereby, the parties do hereby agree as follows:
 

1. Sale of Business. The Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase and

acquire from the Seller, all of the right, title
 

and interest of the Seller in and to the retail sales business, __________________________________________,

including without limitation, all inventory and stock-in-trade, a schedule of which is attached as Exhibit

“A” hereto; certain equipment, a schedule of which is attached as Exhibit “B” hereto; office equipment,

furniture, computers, software, signage, shelving, cabinets, supplies, and all other items of tangible property

located in the Seller's place of business and utilized in conjunction with the operation of the partnership of

the Seller, a schedule of which is attached as Exhibit “C” hereto; and the good will of the Seller, and

together with the customer records and customer files and the manufacturer records and manufacturer files that

the Seller has maintained in conjunction with the operation of the sole proprietorship.
 

2. Purchase Price. The total purchase price to be paid by Purchaser to Seller shall be _______________________

($_____________.00) DOLLARS.
 

3. Payment of Purchase Price. The Purchaser shall pay to the Seller upon the execution of this Agreement, the

sum of One Thousand ($1,000.00) Dollars, against the purchase price (the "Purchase Price"), with the balance of

the Purchase Price ($__________________.00) to be paid by the Purchaser to the Seller at the Closing as

follows:
 

a) _______________________ dollars ($____________.00) by certified funds, cashier’s check, wire transfer or

other acceptable means of payment; and
 

b) A Note, which is attached as Exhibit “D” hereto, to the Seller from the Purchaser for

_______________________ dollars ($____________________.00), which shall be secured by a security interest in

the inventory on-hand at the store at____________________________________________, as evidenced by a Security

Agreement, which is attached as Exhibit “E” hereto, and a Financing Statement, which is attached as Exhibit

“F” hereto. The term of the Note shall be ten (10) years with a two (2) year balloon payment from the date of

Closing. If the Purchaser pays the remaining principal balance in full within twelve (12) months from the date

of Closing, then the Seller shall discount the remaining principal balance then owed by five percent (5%). The

first payment due on the Note shall be sixty (60) days after the date of Closing.
 

4. Allocations. The Seller and the Purchaser hereby agree that the Purchase Price shall be allocated as

provided herein, and that the following allocations are fair and reasonable and the product of the negotiation

between the Seller and the Purchaser of the terms and conditions of this sale:
 

Inventory $___,000.00
Fixtures, Signage & Computers $___,000.00
Goodwill, Trademark $___,000.00
Noncompete Covenant $ __,000.00
Total $___,000.00
 

5. Goodwill. At the Closing, the Seller shall transfer all of the Seller’s good will to the Purchaser with

respect to the Seller’s operation of the partnership, including the trade name _______________ and the domain

name www.______________.com. The Seller shall further assign to the Purchaser, at the Closing, all of the

right, title and interest of the Seller in and to the telephone number utilized by the Seller with respect to

the Seller’s partnership.
 

6. Seller Assistance & Training. The Seller has agreed and hereby agrees to assist and train (e.g. traveling to

New York with the Purchaser to assist with the buying) the Purchaser with respect to the operation of the

business known as ___________________ following the date of Closing for a period of three-hundred sixty (360)

days, and shall endeavor to make the acquisition by the Purchaser as smooth as possible. The Seller shall

endeavor to familiarize the Purchaser with all aspects of the business of the Seller's customers so as to

develop the best possible rapport between the Purchaser and the customers of the Seller.
 

7. Warranties. The Seller hereby warrants and represents to the Purchaser, which warranties and representations

shall survive the Closing, that the Seller is the sole owner of the partnership and the assets thereof, free

and clear of any and all liens and encumbrances and free and clear of the claims of any person. Except as

herein provided, the Seller makes no other warranties and all other warranties, express or implied are hereby

disclaimed.

THE SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND ANY AFFIRMATIONS OF

FACT OR PROMISES MADE BY THE SELLER SHALL NOT BE DEEMED TO CREATE ANY EXPRESS WARRANTY THAT THE TANGIBLE

PROPERTY SHALL CONFORM TO ANY SUCH AFFIRMATION OR PROMISE. ANY DESCRIPTION OF THE TANGIBLE PROPERTY IS FOR THE

SOLE PURPOSE OF IDENTIFYING THE TANGIBLE PROPERTY AND SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT

THE TANGIBLE PROPERTY SHALL CONFORM TO THE DESCRIPTION. NO AFIRMATION OR PROMISE, OR DESCRIPTION, SHALL BE

DEEMED PART OF THE AGREEMENT BETWEEN THE PARTIES HERETO. THE SELLER FURTHER HEREBY EXPRESSLY DISCLAIMS ANY

IMPLIED WARRANTY OF MERCHANABILITY, AND FURTHER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS OF THE

TANGIBLE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THE PARTIES HERETO AGREE THAT THERE ARE NO WARRANTIES THAT

EXTEND BEYOND THE PROVISIONS OF THIS PARAGRAPH. THE TANGIBLE PROPERTY IS SOLD “AS IS” AND “WHERE IS”.

8. Accounts Receivable. The Seller shall retain all accounts receivable from the operation of T.F. Madison,

except for items on lay-a-way at the time of Closing, which the Purchaser shall be entitled to receive any

remaining payment(s) due on that merchandise from the date of Closing and thereafter. The Seller shall be

entitled to collect all accounts receivable at any and all times following the Closing. The Purchaser shall

fully cooperate with the Seller with respect to the Seller’s efforts to collect all accounts receivables due

the Seller.
 

9. Transfer Documents. The Seller shall transfer title to the partnership and the assets thereof to the

Purchaser, pursuant to a Bill of Sale and an Assignment, copies of which are attached as Exhibits “E” and

“F” hereto.
 

10. Liabilities. The Seller shall pay all trade debts and any other liabilities associated with the operation

of the partnership at or prior to the Closing. Any trade debts or similar liabilities materializing after the

Closing that are lawfully the responsibility of the Seller shall be paid by the Seller forthwith upon

presentation thereof.
 

11. Lease of Building Contingency. Prior to Closing, if the Purchaser, after reasonable good-faith efforts, has

not been able to negotiate a new five (5) year lease with an optional five (5) year extension between the

Purchaser and Landlord for __________________ dollars ($__________) per month for the first five (5) year term

plus the reasonable cost of utilities attributable to__________________________________, then this Agreement

shall be null and void and the Purchaser’s deposit money of $1,000 shall be refunded by ______________, 200__.
 

12. Financing Contingency. Prior to Closing, if the Purchaser, after reasonable good-faith efforts, has not

been able to secure a personal loan for at least ____________________ dollars ($___,000) so as to enable the

Purchaser to comply with provision a) of Paragraph 3 herein, then this Agreement shall be null and void and the

Purchaser’s deposit money of $1,000 shall be refunded by _________________, 200__.
 

13. Further Assurances and Mutual Cooperation. Each of the parties hereto hereby provides the other with all

assurances that they will mutually cooperate in all respects at any and all times hereafter, and that they will

further execute and deliver to each other all documents reasonably requested to substantiate and document the

proper, expedient and convenient sale of the accounting practice of the Seller and the transition herein

contemplated.
 

14. Conduct of Business. The Seller shall continue to conduct the business of the partnership in the normal

course in every respect through the date of the sale.
 

15. Bulk Sales Compliance. The Seller shall comply with all bulk sales requirements with regard to the sale of

the partnership of the Seller to the Purchaser as provided herein.
 

16. The Closing and Closing Date. The closing date (the “Closing Date”) shall occur on ____________________,

200___. The Closing shall be held at the offices of_________________________________________.
 

17. Noncompete Covenant. In consideration of the covenants and undertakings on the part of the Purchaser herein

contained, the Seller hereby agrees that they will not, directly or indirectly, for their own account or for

the account of others, engage in the retail sales of baby and small children apparel, accessories and toys

business, for a period of five (5) years following the Closing, in Indiana County or in any county adjacent

thereto.
 

18. Notices. Any notice, communication, request or reply (hereinafter severally and collectively called

"Notice") in this Agreement provided or permitted to be given, made or accepted by either party to the other

must be in writing and may be given or be served by depositing the same in the United States Mail, addressed to

the party to be notified, postage prepaid and registered or certified with return receipt requested or by

delivering the same in person to such party. Notice deposited in the mail in the manner hereinabove described

shall be effective only if and when received by the parties to be notified. For purposes of Notice the

addresses of the parties shall, until changed, by the same addresses set forth in opening paragraphs of this

Agreement.
 

19. Headings. Headings contained in this Agreement are for reference purposes only and shall not affect in any

way the meaning or interpretation of this Agreement.
 

20. Counterpart Execution. This Agreement may be executed in two or more counterparts, each of which shall be

deemed an original, but all of which together shall constitute one and the same instrument.
 

21. Parties in Interest. All the terms and provisions of this Agreement shall be binding on and inure to the

benefit of and shall be enforceable by Purchaser and Seller, their heirs, executors, administrators, successors

and assigns.
 

22. Integrated Agreement. This Agreement constitutes the entire agreement between the parties hereto, and there

are no agreements, understandings, restrictions, warranties or representations between the parties other than

those set forth herein or herein provided for.
 

23. Amendment and Waiver. This Agreement may be amended or modified at any time and in all respects by an

instrument in writing executed by Purchaser and Seller.
 

24. Expenses. Each of the parties shall bear all expenses incurred by them in connection with this Agreement

and in the consummation of the transactions contemplated hereby and in preparation thereof.
 

25. Choice of Law. It is the intention of the parties that the laws of the Commonwealth of Pennsylvania should

govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and

duties of the parties.
 

26. Survival of Obligations. All covenants and obligations set forth herein of the parties hereto shall survive

closing and any termination of this Agreement.
 

IN WITNESS WHEREOF, the parties hereto have set forth their hands and seals on the date indicated.

WITNESSES: SELLER:


________________________ __________________________



_________________________ __________________________



PURCHASER:


________________________ __________________________