#10590 @001 Enter the name of the business: @002 Enter the name of the SELLER: @003 Enter the name of the OPTION HOLDER: !004 Enter in numerals the amount paid for the option: @005 Enter the trade name of the business: @006 Enter the address of the business: @007/@007/@007/@007 Enter number of months for option: 6 months 9 months 12 months KEY IN VALUE @008 Enter assets to be purchased: @009 Enter the maximum number of days between notice and closing: !108 Enter the purchase price of business in numerals: @109/@109 Enter terms for purchase: cash at time of closing KEY IN VALUE @010 Enter agreements which may not be canceled: #10591/#10592 Part of the option price: will be credited to purchase price will not be credited to purchase price #if#10591 @300/@300/@300/@300 Enter per cent to be applied: 25 30 50 KEY IN VALUE #endif #10593/#10594 A broker: has not be used in transaction has been used in transaction #if#10594 @500 Enter name of procuring broker: @501/@501 Broker will be paid by: Seller Buyer #endif #10595 #end control section #10590 /* Para. 10590: Option to buy business */ OPTION TO PURCHASE @001 @002, referred to as SELLER, and @003, referred to as OPTION HOLDER, agree: In consideration of $ @004 (!004 dollars), paid by OPTION HOLDER to SELLER, the receipt of which is acknowledged, the SELLER grants to OPTION HOLDER, the exclusive option to acquire the following business: @005, located at @006 for a period of @007 months. Should the OPTION HOLDER exercise the option, the following assets will be conveyed to OPTION HOLDER by SELLER: @008 OPTION HOLDER may exercise the option by written notice to SELLER, specifying a date for closing which shall be no more than @009 days after the notice of intention to exercise. The option price shall be $ @108 (!108 dollars) payable as follows: @109 If, prior to exercise of the option, or during the period between notice of intention to close and closing, any part of the business shall be destroyed or damaged by fire, theft or other peril, the option price shall be reduced in a sum sufficient to compensate OPTION HOLDER for the loss. In the event that there are insurance proceeds to reconstruct the loss and provide for business interruption loss, and SELLER assigns the same to OPTION HOLDER, or SELLER reconstructs the same prior to closing, no abatement of purchase price shall occur. During the term of the option, the SELLER shall carry on the business in the usual and ordinary manner to and including the closing date of the sale, and will not enter into any agreements not in the ordinary course of its business. Further, SELLER shall not enter into any unusual agreements or make unusual commitments affecting the operation of the business, without prior approval of OPTION HOLDER. In no event shall OPTION HOLDER cancel, alter or amend its obligations under the following agreements, nor shall it fail to perform the obligations related to the following agreements: @010 #10591 /* Para. 10591: Percent applied to sales price */ If OPTION HOLDER exercises its right to purchase, then @300 per cent of the option price shall be applied towards the purchase price. #10592 /* Para. 10592: No part applied */ No part of the consideration for the option shall be credited to the purchase price, and the sums paid for the option shall be fully earned by the SELLER upon payment. #10593 /* No broker in option Para. 10593 */ The parties have negotiated this agreement between themselves, and there are no brokers or agents entitled to compensation. In the event that any brokers or agents seek compensation herein, the parties shall each indemnify the other from any damage, expense including counsel fees, which either may suffer as a result of the claim of a broker or agent, and the party who is determined to have breached this representation shall be responsible for payment of indemnity and the obligation to the broker or other agent. #10594 /* Para. 10594: Broker */ The parties acknowledge that @500 acted as procuring broker herein, and that the broker shall be compensated by @501. #10595 /* Para. 10595-- Close- option to buy business */ This writing accurately sets forth the agreement between the parties and this agreement may only be amended in writing signed by both parties. Dated: ________________________ _____________________________________________________ @002 _____________________________________________________ @003