Letter of Intent to Purchase a Business

N A M E
A D D R E S S  L I N E  1
A D D R E S S  L I N E  2
C I T Y , S T A T E  Z I P  C O D E

Dear      :

This will constitute our letter of intent with respect to the proposed purchase by       and/or its assigns ("     ") and the sale by       ("     ") of its business inventories (the "     ") and fixed assets (the "     ")(collectively the "     ").  For the purpose of determining the purchase price, the value of Inventories shall be stated based on the first-in, first-out (FIFO) cost method, computed in accordance with generally accepted accounting principles ("GAAP"), at the lower of cost or market, and reduced for any inventory which the parties mutually agree to be damaged, unusable or un-sellable in the ordinary course of business, and the value of the Fixed Assets shall be the value set forth on Exhibit A attached hereto and incorporated herein by reference.  The Purchased Assets will be transferred "as is", meaning that they are being transferred in whatever condition they exist at the time of the Closing.  Excluded from the sale is all of Air Supply's other assets, including, without limitation, cash, cash equivalents, prepaid expenses and accounts receivable.

etc.