Letter of Intent for Acquisition - Purchase of Assets of the Business for all Cash (Pro-Buyer Oriented)

Personal and Confidential

_________________
_________________
_________________
_________________

Re: __________________

Ladies and Gentlemen:

This letter confirms our understanding of the mutual present intentions of __________________ (the "Purchaser") and _______________ (the "Company") with respect to the principal terms and conditions under which the Purchaser will acquire various assets of the Company. Such transaction is hereinafter referred to as the "Acquisition."
The obligations of the parties hereto to consummate the Acquisition are subject to the negotiation and execution of the Purchase Agreement referred to in paragraph 3 below. Accordingly, this letter is intended solely as a basis for further discussion and is not intended to be and does not constitute a legally binding agreement; provided, however, that the provisions set forth in paragraphs 6, 7, 9, 10, 11, 12, 13 and 14 below and this paragraph shall be binding upon the parties hereto and, only with respect to paragraphs 9, 12, and 13 shall survive the termination hereof. This letter shall not confer on any person or entity, other than the parties hereto, any rights or remedies.

1. Purchase of Assets.

(a) At the closing (the "Closing"), subject to the satisfaction of all conditions precedent contained in the Purchase Agreement, the Purchaser will purchase [all of the assets, tangible or intangible of the Company, including those specific assets listed in Exhibit 1] or [all of the assets of the Company listed in Exhibit 1] (collectively, the "Assets"). The Assets as conveyed to Purchaser will be free of any lien, changes, restrictions or encumbrances thereon.

(b) The Purchaser shall assume only the following liabilities related to the Assets and no others: [describe any liabilities to be assumed].

2. Purchase Price. The purchase price for the Assets will consist of $__ cash. [The purchase price will be subject to adjustment in the following manner: describe any proposed adjustments....