This term sheet summarizes the principal terms of a proposed transaction involving ____________________ (the "Company") and ____________________ (the "Purchaser").  Except for the terms stated in Sections 7 – 10, this term sheet is not legally binding and there will be no obligation complete the proposed transaction as a result of signing this term sheet.  The parties intend to enter into a legally binding obligation only pursuant to definitive agreements to be negotiated and executed by the parties.


1. TRANSACTIONS DETAILS .The following are the details of the proposed transaction:



The aforementioned assets intended for purchase shall hereinafter be known as the "Assigned Interests".


2. PROPOSED PURCHASE PRICE. For the sale and transfer of the Assigned Interests to the Purchaser, the purchase price is $ ____________________ and the terms of payment are as follows:




(a) Both the Purchaser and the Company hereby agree to comply with any and all applicable laws with regards to the performance of the aforementioned transaction;

(b) That the herein titled Company certifies and attests that it maintains a clear title and ownership over the Assigned Interests;

(c) That the Company guarantees and warrants that the Assigned Interests are free and clear from obligation and defects;

(d) That there are no pending litigation or proceedings commenced against the Company nor the Purchaser that would challenge or contest, or which may prevent, delay, interfere with or make illegal any of the herein contained contemplated transactions;

(e) Non-Compete: The Company herein agrees that is will neither directly nor indirectly, as of this date and until the date of Closing, either through the use of a broker, agent or otherwise, solicit or accept any offer or engage in any other negotiation, nor enter into or consider any other contract with regard to the anticipated Assigned Interests or with respect to a replacement transaction. Therefore, the Company herein declares that it shall promptly refuse any unsolicited offer with regards to the Assigned Interests.

(f) That all transaction documents will contain representations and warranties that are customary for transactions of this size and nature.


4. CONDITIONS AND DATE OF CLOSING . The obligations of the Company to complete all contemplated transactions herein shall be subject, in conjunctions with other items, to the satisfactions of the following conditions:

(a) Satisfactory completion of all legal, accounting, tax, financial, commercial and environmental due diligence, at the Company's sole discretion;

(b) Negotiation execution and delivery of satisfactory and mutually acceptable transaction documents;

(c) Receipt of all necessary governmental, board of directors, investment committee and third-party approvals;

(d) True and correct representations and warranties as of the Closing Date;

(e) Finally, that any and all essential steps to achieve a Closing shall be completed by ____________________ , the actual Closing Date. The aforementioned Closing Date may be subject to a mutually agreed upon extension or postponement by both parties. This herein contained Term Sheet shall expire at midnight on ____________________ .


5. DELIVERABLES AT CLOSING . Below is a list of deliverables that are due at closing:



6. BOOKKEEPING/ACCOUNTING MATTERS . It shall be the responsibility of the Company's accountant to ensure the preparation of any and all financial statements made in accordance with the generally accepted accounting principles ("GAAP"). In addition, prior to the Closing, an audit of any and all financial statements shall be completed.


7. GOVERNING LAW . Any and all transaction documents, as well as this Term Sheet, shall be governed by the current applicable laws of the State of ____________________ .


8. CONFIDENTIALITY . It is therefore agreed, that the terms and conditions contained within this Term Sheet shall be held in the strictest confidence by both parties.


9. LEGAL FEES AND EXPENSES . The Company and Purchaser shall bear their own fees and expenses associated with the closing.


10. NON-DISCLOSURE . Under no circumstances, shall the Purchaser nor the Company make any public disclosure regarding the pending transaction prior to or after the Closing. Both parties, the Company and the Purchaser, are hereby in agreement that any such decision regarding the disclosure of the contemplated transaction, made at or after the time of Closing, shall be made mutually; providing that there is no provision that would prevent the Company from their fulfillment of any legal disclosure obligations.

Except for the provisions contained in Sections 7 – 10 above, which are explicitly agreed by the Purchaser and the Company to be binding upon execution of this term sheet, this term sheet is not intended as a legally binding commitment by the Purchaser, and any obligation on the part of the Purchaser is subject to the following conditions precedent: completion of legal documentation satisfactory to the prospective Purchaser, satisfactory completion of due diligence by the prospective Purchaser, and delivery of all closing deliverables described in the definitive agreements.



____________________             ____________________

Signature:_________________________________       Signature: ______________________________

Title:    _________________________________           Title:________________________________

Date:    _________________________________           Date:________________________________