OFFER TO PURCHASE BUSINESS
INCLUDING GOODWILL

Business Offer To Purchase _________, Wisconsin, _________[date]
The undersigned Buyer, _________, hereby offers to purchase the business described below, known as (name of business) _________(type of business), _________(street address), _________(city), _________(state), _________.

Included in the purchase price are the following:

1. Personal Property. All tangible and intangible personal property and rights in personal property owned by Seller and used in the business, including furniture, trade fixtures and equipment, tools used in the business, telephone numbers and listings, customer lists, trade names, business records, supplies, leases, advance lease deposits, customer deposits, signs, all other personal property used in said business, and, if transferable, all permits, special licenses and franchises, except those assets disposed of in the ordinary course of business or as permitted by this offer to purchase.

The Purchase Price Further Includes (unless stricken):
a. goodwill
b. stock-in-trade (except that disposed of in the ordinary course of business prior to closing)
c. accounts receivable
d. other: _________

2. Real Property. Real property described as: _________ subject to municipal and zoning ordinances, recorded easements for public utilities, recorded building and use restrictions and covenants, general taxes levied in the year of closing and _________, in the _________ of _________, County of _________, Wisconsin, having a frontage of about _________ feet, with a depth of about _________ feet, and/or consisting of approximately _________ acres or _________ square feet.

The purchase price shall be $_____ and shall be paid on the terms and conditions as follows: Earnest money of $_____ tendered herewith. Additional earnest money of $_____ in the form of _________ to be paid within _________ days of acceptance of offer or on _________ and the balance in cash at closing or as hereafter set forth.

The allocation of the purchase price between personal property, real property, good will and value of the lease or other valuation shall be as follows:
a. goodwill $
b. stock-in-trade $
c. accounts receivable $
d. other personal property $
e. real property $
f. other: _________ $
g. _________ $
Total Purchase Price $

If this offer is the result of a co-brokerage, then all money paid herewith shall be held in the selling broker's trust account until the acceptance of this offer and shall be transmitted to the listing broker upon such acceptance.

Additional earnest money payments shall be made to the listing broker and held in the listing broker's trust account or _________

TIME is of the ESSENCE as to: ADDITIONAL EARNEST MONEY PAYMENT, LEGAL POSSESSION, OCCUPANCY of the REAL PROPERTY, POSSESSION and RIGHT to USE of and DISPOSITION of the PERSONAL PROPERTY, and DATE of CLOSING. (Strike those not applicable.)

THE BUYER'S OBLIGATION to CONCLUDE THIS TRANSACTION is CONDITIONED UPON the CONSUMMATION of the CONTINGENCIES PROVIDED FOR [ELSEWHERE in THIS DOCUMENT] AND THE FOLLOWING:

(If this offer is subject to financing, or any additional contingency, it must be stated here. If none, so state.)

Buyer agrees that unless otherwise specified, Buyer will pay all costs of securing any financing to the extent permitted by law, and to perform all acts necessary to expedite such financing and of obtaining any necessary license or permit.

Legal possession of business and/or real property shall be delivered to Buyer on date of closing.

It is understood the business and/or real property is now occupied by _________ under (oral lease) (written lease), which terms are: _________.

Occupancy of _________ shall be given to Buyer on _________.
If Seller is permitted to occupy business and/or real property after closing, Seller shall prepay occupancy charge of $_____ payable as follows: _________.

In addition, the sum of $_____ shall be withheld from the purchase price to be escrowed with _________ to guarantee delivery of occupancy of business and/or real property to Buyer and For No Other Purpose, which sum upon Seller's failure to deliver occupancy shall be paid to Buyer as liquidated damages or returned to Seller if occupancy is delivered to Buyer on the agreed date. This is not an exclusive remedy.

All earnest money paid shall be applied toward payment of the purchase price if this offer is accepted on or before _________[date], otherwise, to be returned to the undersigned Buyer no later than _________[date] and this offer shall become null and void.

If this offer is accepted, it shall not become binding upon Buyer until copy of accepted offer is deposited, postage prepaid, in the United States mail, addressed to Buyer at _________, or by personal delivery thereof.

This transaction is to be closed at the office of Buyer's mortgagee or at the office of _________ on or before _________[date], or at such other time and place as may be agreed in writing by Buyer and Seller.

AS to the BUSINESS or ANY PERSONAL PROPERTY AFFECTED by THIS AGREEMENT, the FOLLOWING TERMS SHALL APPLY UNLESS SPECIFICALLY PROVIDED to the CONTRARY HEREIN:

Personal property tax, prepaid insurance (if assumed) and rents shall be prorated at the time of closing. Proration of personal property taxes shall be based on the personal property taxes for the current year, if known, otherwise on the personal property taxes for the preceding year.

Sales tax, if any, shall be paid by Seller. Seller agrees to surrender Seller's sales tax permit timely.

Seller shall deliver possession of the personal

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