       CONTRACT FOR SALE OF BUSINESS 

       THIS AGREEMENT, hereinafter referred to as "Contract", is entered 
       into on the __________ day of __________, 19_____, by and between 
       ________________________________________________________________, 
       hereinafter referred to as "Buyer", and 
       ________________________________________________________________, 
       hereinafter referred to as "Seller", under the terms and 
       conditions set forth below. 
            
       PURCHASE AND SALE:  In consideration of the mutual promises and 
       conditions contained in this Contract, Seller agrees to sell to 
       Buyer, and Buyer agrees to purchase from Seller, on the terms, 
       conditions, warranties and representations set forth in this 
       Contract, the business owned by Seller, being conducted under 
       the name of_____________________________________________________, 
       and located at _________________________________________________,
       hereinafter referred to as the "Business", including all of the 
       stock in trade, inventory, merchandise, fixtures, equipment, and 
       other tangible assets of the Business as described in Exhibit "A" 
       attached hereto, as well as all the trade, business name, 
       goodwill, and other intangible assets of the Business. 

       PURCHASE PRICE:  The total purchase price to be paid by Buyer to 
       Seller for all the properties, assets and rights of the Business 
       described in this Contract shall be $__________._____, paid as 
       follows:  the sum of $__________._____,  in cash, cashier's check or 
       equivalent, shall be paid upon execution of this Contract; and 
       the balance of the purchase price shall be paid by delivery from 
       Buyer to Seller of a Promissory Note executed upon consummation 
       of this sale in favor of Seller by Buyer. 
           
       SECURITY:  Payment of the Promissory Note shall be additionally 
       secured by a security interest in the property described in 
       Exhibit A attached hereto, created and granted in a Security 
       Agreement executed concurrently with this Promissory Note, 
       executed by Borrower in favor of Lender. 
    
       CLOSING:  Consummation of the sale will take place on or before 
       the __________ day of __________, 19_____, at such place as Buyer 
       and Seller shall agree upon, and at which time:  Seller shall 
       deliver clear and marketable title and ownership to Buyer of all 
       assets of the Business and execute the Bill of Sale attached 
       hereto; Buyer and Seller shall execute any other documents 
       necessary to consummate the purchase and sale of the Property; 
       and Buyer shall pay all, if any, remaining moneys owed to Seller.
       
       SELLER'S COVENANTS:  Seller promises and agrees to convey good, 
       clear, and marketable title to the Business to be sold hereunder, 
       free and clear of all liens and encumbrances, unless otherwise 
       set forth in a written statement from Seller to Buyer. 

       Seller further warrants that the financial records for the 
       Business, previously inspected by Buyer, contain a full and 
       complete record and account of the financial affairs of this 
       Business and truthfully set forth all liabilities, assets and 
       other matters pertaining to the fiscal or financial condition of 
       this Business through the date of inspection and furthermore, 
       that there have been no material changes in the financial 
       condition of this Business since that time.
       
       Seller further agrees that any accounts payable due and owing as 
       of the Closing shall remain the responsibility of Seller and 
       shall be paid promptly as they become due and payable. In the 
       event Buyer is required to pay after consummation of sale any 
       valid lien, debt, or expense incurred by Seller prior to 
       consummation of sale, Buyer shall have the right to offset any 
       such lien, debt, or expense actually paid by Buyer against any 
       payment owed to Seller by Buyer. 
    
       Seller further warrants that no litigation, actions or 
       proceedings, legal or otherwise, are pending or threatened that 
       might affect the Business or the consummation of sale described 
       in this Contract.

       Seller further agrees that this Contract is contingent upon Buyer 
       obtaining a Lease on the said premises or that the existing Lease 
       be assigned in writing to Buyer, and upon Buyer obtaining the 
       approval from the proper authorities of the transfer of all 
       necessary licenses to Buyer. 
       
       Seller further agrees that all books, records, files, documents 
       and papers used in the operation of or relating to the Business 
       shall be transferred and delivered to Buyer at consummation of 
       sale and that all of these books, records, files, documents and 
       papers shall be available to Seller at any reasonable time for 
       any proper purpose, and Seller has the right to freely examine 
       and to copy all such materials prior to consummation of sale.
                                                          
       PRORATIONS:  All property taxes, rent, insurance premiums, and 
       utility bills, etc., shall be prorated between Seller and Buyer on 
       the basis of 30 days per month as of 12:01 am local time on the 
       date of the consummation of sale.

       DEFAULT:  After execution of this Contract by Buyer and Seller, 
       default shall consist of the failure of either party to perform 
       its respective obligations and duties under the terms of this 
       Contract, or if any warranty, representation, or statement made 
       or furnished by either party in conjunction with this Contract 
       proves to have been false in any material respect when made, and 
       in the event of such default, Buyer and Seller shall each have 
       the right to sue for specific performance and/or damages in 
       addition to any other relief provided in this Contract or any 
       documents attached hereto. 
                 
       NOTICE:  Any notice required or permitted to be given under this 
       Contract by one party to the other shall be in writing and shall 
       be given and deemed to have been served and given if delivered in 
       person to the address set forth below for the party to whom the 
       notice is given, or if placed in the United States mail, postage 
       prepaid, Certified Mail, Return Receipt Requested, and addressed 
       to the party at the address specified below: 
           
       Seller: ________________________________________ 
               ________________________________________ 
               ________________________________________ 
               
       Buyer:  ________________________________________ 
               ________________________________________ 
               ________________________________________ 

       SEVERABILITY:  In the event any one or more of the provisions 
       contained in this Contract shall for any reason be held to be 
       invalid, illegal, or unenforceable in any respect, the 
       invalidity, illegality, or unenforceability shall not effect any 
       other provisions and this Contract shall be construed as if the 
       invalid, illegal or unenforceable provision had never been 
       contained in it. 
                                
       ENTIRE AGREEMENT:  This Contract constitutes the sole and only 
       agreement of the parties and supersedes any prior understandings 
       or written or oral agreements between the parties respecting the 
       within subject matter. 

       AMENDMENT:  No amendment, modification, or alteration of the 
       terms of this Contract shall be binding unless it is in writing, 
       dated subsequent to the date of this Contract and duly executed by 
       the parties.

       Signed on this __________ day of __________, 19___.
       


       _____________________________     ______________________________
       (owner)                           (renter)



       STATE/COMMONWEALTH OF __________
       COUNTY/BOROUGH/PARISH OF __________

       BEFORE ME, the undersigned authority, on this day personally 
       appeared _____________________________________________ {name(s)}, 
       known to me to be the person(s) whose name(s) is(are) subscribed 
       to the foregoing instrument, and acknowledged to me that 
       he(she)(they) executed said instrument for the purposes and 
       consideration therein expressed. 

       GIVEN under my hand and seal of office on this __________
       day of __________, 19_____.
                                                                        


                                               _________________________
                                               Notary Public's Signature
                                                                        
                                               (seal/stamp) 
