Letter of Intent for Acquisition - Purchase of Stock of the Business for all Cash (Pro-Seller Oriented)

[Date]

Personal and Confidential

_________________
_________________
_________________
_________________

Re:     Acquisition Letter of Intent

Ladies and Gentlemen:

This letter confirms our understanding of the mutual present intentions of __________________ (the "Purchaser"), _______________ (the "Company ") and _________________ (the "Principal Shareholder") with respect to the principal terms and conditions under which the Purchaser will acquire all of the outstanding capital stock 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 and 13 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 Stock. 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 outstanding capital stock, warrants, options and convertible securities of the Company, free and clear of any liens, charges, restrictions or encumbrances thereon (collectively, the "Shares"). After further review, upon mutual agreement of the parties, the Acquisition may be modified so that the Purchaser acquires the Shares through a merger between the Purchaser or one of its subsidiaries and the Company (the "Merger").

2. Purchase Price. The purchase price for the Shares will consist of $__ cash, subject to increase by an amount that the current assets of the Company exceeds its current liabilities as of....