AGREEMENT TO SELL BUSINESS 
 
Agreement made this _________day of _________, 20__ by and between
[name]and [name](doing business as [name].) of [address] (hereinafter
referred to as "Seller") and [name] (hereinafter referred to as the
"Buyer"). 

Whereas the Seller desires to sell and the Buyer desires to buy the
business now being operated at [address] and known as [business name] and
all assets thereof as contained in Schedule "A" attached hereto, the
parties hereto agree and covenant as follows: 

1.  The total purchase price for all fixtures, furnishings and equipment is
$______ Dollars payable as follows: 

(a) $________ paid in cash; certified or bank checks, as a deposit upon
execution of this Agreement, to be held by [name]. 

(b) $________ additional to be paid in cash, certified or bank checks, at
the time of passing papers. 

(c) $________ to be paid by a note of the Buyer to the Seller, bearing
interest at the rate of _____ percent per annum with an option of the Buyer
to prepay the entire outstanding obligation without penalty.  Said note
shall be secured by a chattel mortgage and financing statement covering the
property to be sold hereunder, together with any and all other property
acquired during the term of said note and placed in or within the premises
known as [describe fully]. 

2.  The property to be sold hereunder shall be conveyed by a standard form
Bill of Sale, duly executed by the Seller. 

3.  The Seller promises and agrees to convey good, clear, and marketable
title to all the property to be sold hereunder, the same to be free and
clear of all liens and encumbrances.   Full possession of said property
will be delivered in the same condition that it is now, reasonable wear and
tear expected. 

4.  Consummation of the sale, with payment by the Buyer of the balance of
the down payment and the delivery by the Seller of a Bill of Sale, will
take place on or before _____________,19__. 

5.  The Seller may use the purchase money, or any portion thereof, to clear
any encumbrances on the property transferred and in the event that
documents reflecting discharge of said encumbrances are not available at
the time of sale, the money needed to effectuate such discharges shall be
held by the attorneys of the Buyer and Seller in escrow pending the
discharges. 

6.  Until the delivery of the Bill of Sale, the Seller shall maintain
insurance on said property in the amount that is presently insured. 

7.  Operating expenses of [business name] including but not limited to
rent, taxes, payroll and water shall be apportioned as of the date of the
passing of papers and the net amount thereof shall be added to or deducted
from, as the case may be, the proceeds due from the Buyer at the time of
delivery of the Bill of Sale. 

8.  If the Buyer fails to fulfill his obligations herein, all deposits made
hereunder by the Buyer shall be retained by the Seller as liquidated
damages. 

9.  The Seller promises and agrees not to engage in the same type of
business as the one being sold for_______ years from the time of passing,
within a [# of blocks/miles] radius of [location]. 

10.  A Broker's fee for professional services in the amount of
__________($____) Dollars is due from the Seller to_________, provided and
on the conditions that papers pass. 

11.  The Seller agrees that this Agreement is contingent upon the following
conditions: 

(a)  Buyer obtaining a Lease on the said premises or that the existing
Lease be assigned in writing to the Buyer.   

(b)  Buyer obtaining the approval from the proper authorities (Town and
State) of the transfer of all necessary licenses to the Buyer.  

(c)  The premises shall be in the same condition, reasonable wear and tear
expected, on the date of passing as they are currently in. 

12.  All of the terms, representations and warranties shall survive the
closing.  This Agreement shall bind and inure to the benefit of the Seller
and Buyer and their respective heirs, executors, administrators, successors
and assigns. 

13.  If this Agreement shall contain any term or provision which shall be
invalid or against public policy or if the application of same is invalid
or against public policy, then, the remainder of this Agreement shall not
be affected thereby and shall remain in full force and effect. 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in triplicate on the day and year first above written. 
 
 
___________________________    _____________________________ 
SELLER:                        BUYER: 
 
 
___________________________    _____________________________ 
SELLER:                        BROKER: 

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