OPTION TO PURCHASE ______________________

_____________, referred to as SELLER, and _______________,

referred to as OPTION HOLDER, agree:

In consideration of $__________ ( _______________&___/100

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: ____________,

located at ___________________ for a period of ________ months.

Should the OPTION HOLDER exercise the option, the following assets

will be conveyed to OPTION HOLDER by SELLER:

business located at above address, with all inventory and trade

names

OPTION HOLDER may exercise the option by written notice to

SELLER, specifying a date for closing which shall be no more than

_______ after the notice of intention to exercise.

The option price shall be $ __________ ( ____________________ &

___/100 dollars) payable as follows:

_______________________________________________________________

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 up 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:

If OPTION HOLDER exercises its right to purchase, then ____ per

cent of the option price shall be applied towards the purchase

price.

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.

This writing accurately sets forth the agreement between the

parties and this agreement may only be amended in writing signed

by both parties.

Dated: ________________________

_____________________________________________________

_____________________________________________________