FREE Canadian Asset Purchase Agreement

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made this [Date] by and between:

Mr. [Name of Seller], a company having its registered address at [Address] hereinafter referred as the ("Seller") which expression shall mean and include its successor and assign,

AND

Mr. [Name], a person resident at [Address]hereinafter referred as the ("Buyer") which expression shall mean and include his legal heir and administrators.

WHEREAS, the Seller operated its business (the "Business") at certain leased real properties and due to certain operational and financial difficulties, the Seller wishes to sell the Assets (as included the list as Annexure - I of this Agreement) ("Purchased Asses") and the Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all Seller's rights, title and interest, if any, in and to Assets on the terms described below.

NOW, THEREFORE, the parties agree as follows:

1. Purchase of Assets:

Subject to the provisions of this Agreement, Buyer agrees to purchase, and Seller agrees to sell, all Seller's rights, title and interest, if the Purchased Assets, as defined in this paragraph. The purchase price for the Purchased Assets shall be CAD$ [Amount]("Purchase Price"). The Buyer shall deliver to Seller by certified or bank check payable at par. Covenants of Seller:

Seller hereby covenants and agrees with Buyer that:

a. Until the execution of this Agreement, the Seller shall use its best efforts to maintain its current relationships with suppliers, customers and others having business relations with Seller in connection with the Purchased Assets.

b. Buyer agrees that it is purchasing and shall take possession of the Purchased Assets in their AS IS, WHERE IS condition and acknowledges that it has previously been given the opportunity to and has conducted such investigations and inspections of the Purchased Assets as it has deemed necessary or appropriate for the purposes of this Agreement.

c. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SELLER DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS, STATEMENTS, WARRANTIES, OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER CONCERNING THE PURCHASED ASSETS, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) ANY WARRANTIES REGARDING THE OWNERSHIP, CONDITION, QUANTITY AND/OR QUALITY OF ANY OR ALL OF THE PURCHASED ASSETS AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.

2. Termination:

This Agreement may be terminated by anytime before the final execution by (a) mutual consent of both the parties by serving one week notice.

3. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the Province of [Province], Canada.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

SELLER:

______________________________________

Date:



Buyer:

________________________________________

Date:



EXHIBIT A

THE LIST OF ASSETS