AGREEMENT TO SELL BUSINESS

                Agreement made this _________day of _________, 19__ by

        and between ____________________ and _____________________ (doing

        business as _____________________.) of ________________________

        ____________________ (hereinafter referred to as "Seller") and

        _________________________________ (hereinafter referred to as the

        "Buyer").

                Whereas the Seller desires to sell and the Buyer desires

        to buy the business of a certain _______________________ now

        being operated at ____________________________ and known as

        ______________________ and all assets thereof as contained in

        Schedule "A" attached hereto, the parties hereto agree and

        covenant as follows:

                1.  The total purchase price for all fixtures,

        furnishings and equipment is $___________ Dollars

        payable as follows:

                (a) $____________ paid in cash; certified or bank

        checks, as a deposit upon execution of this Agreement, to be held

        by ________________________.

                (b) $___________ additional to be paid in cash,

        certified or bank checks, at the time of passing papers.

               (c) $_________ to be paid by a note of the Buyer

        to the Seller, bearing interest at the rate of _____ percent

        per annum with an option of the Buyer to prepay the entire

        outstanding obligation without penalty.  Said note shall be

        secured by a chattel mortgage and financing statement covering

        the property to be sold hereunder, together with any and all

        other property acquired during the term of said note and placed

        in or within the premises known as __________________________

        ____________________.

                2.  The property to be sold hereunder shall be conveyed

        by a standard form Bill of Sale, duly executed by the Seller.

                3.  The Seller promises and agrees to convey good, clear,

        and marketable title to all the property to be sold hereunder,

        the same to be free and clear of all liens and encumbrances.

        Full possession of said property will be delivered in the same

        condition that it is now, reasonable wear and tear expected.

                4.  Consummation of the sale, with payment by the Buyer

        of the balance of the down payment and the delivery by the

        Seller of a Bill of Sale, will take place on or before

        ______________,19__.

                5.  The Seller may use the purchase money, or any portion

        thereof, to clear any encumbrances on the property transferred

        and in the event that documents reflecting discharge of said

        encumbrances are not available at the time of sale, the money

        needed to effectuate such discharges shall be held by the

        attorneys of the Buyer and Seller in escrow pending the

        discharges.

                6.  Until the delivery of the Bill of Sale, the Seller

        shall maintain insurance on said property in the amount that is

        presently insured.

                7.  Operating expenses of _____________________ including

        but not limited to rent, taxes, payroll and water shall be

        apportioned as of the date of the passing of papers and the net

        amount thereof shall be added to or deducted from, as the case

        may be, the proceeds due from the Buyer at the time of delivery

        of the Bill of Sale.

                8.  If the Buyer fails to fulfill his obligations herein,

        all deposits made hereunder by the Buyer shall be retained by the

        Seller as liquidated damages.

                9.  The Seller promises and agrees not to engage in the

        same type of business as the one being sold for_______ years

        from the time of passing, within a __________ radius of

        ___________________________.

                10.  A Broker's fee for professional services in the

        amount of _________________($________) Dollars is due from

        the Seller to_________, provided and on the conditions that papers pass.

                11.  The Seller agrees that this Agreement is contingent

        upon the following conditions:

                (a)  Buyer obtaining a Lease on the said premises or that

        the existing Lease be assigned in writing to the Buyer.

                (b)  Buyer obtaining the approval from the proper

        authorities (Town and State) of the transfer of all necessary

        licenses to the Buyer.

                (c)  The premises shall be in the same condition,

        reasonable wear and tear expected, on the date of passing as they

        are currently in.

                12.  All of the terms, representations and warranties

        shall survive the closing.  This Agreement shall bind and inure

        to the benefit of the Seller and Buyer and their respective heirs,

        executors, administrators, successors and assigns.

                13.  If this Agreement shall contain any term or

        provision which shall be invalid or against public policy or if

        the application of same is invalid or against public policy,

        then, the remainder of this Agreement shall not be affected

        thereby and shall remain in full force and effect.

                IN WITNESS WHEREOF, the parties hereto have caused this

        instrument to be executed in triplicate on the day and year first

        above written.

          ___________________________      _____________________________

          SELLER:                          BUYER:

          ___________________________      _____________________________

          SELLER:                          BROKER: