Here is a portion of the Purchase Agreement. In this section (Article 3) of the Agreement the Purchase Price (a hypothetical $1,000,000) is established, along with how it will be paid.



3.1 Purchase Price. Subject to the purchase price adjustment set forth in section 3.6 below, the purchase price to be paid by Buyer to Corporation for the Assets, inclusive of all goodwill owned by Doctor, individually, the covenant not to compete, and the inventory (the “Purchase Price”) shall be one million dollars and zero cents ($1,000,000.00).

3.2 Good Faith Deposit. Upon execution of this Agreement Buyer shall make a deposit of $25,000 which sum shall be Buyer’s “Good Faith Deposit.” Upon Closing, the Good Faith Deposit shall be applied toward the Purchase Price. Except as otherwise provided for herein, the Good Faith Deposit shall be non-refundable.

3.3 Payment of Purchase Price. Buyer shall pay the Purchase Price to Corporation, or its designee, at Closing as follows:

A. Cash. At Closing, Buyer shall pay and tender to Seller $100,000.00 payable to Doctor individually or Corporation, at Seller’s discretion, as the total cash down payment. Said amount shall include the Good Faith Deposit above.

B. Third Party Note. Buyer shall obtain a third party loan for $700,000, which sum shall be paid to Seller at Closing.

C. Seller’s Note. The balance of the Purchase Price shall be paid via tender of a fully secured promissory note, personally guaranteed by [Name of owner of Buyer], in the amount of $200,000.00 (the “Note”). The terms of the Note shall be that it will bear interest at the annual rate of five percent (5%) and provide for ten years (120 months) of full amortized payments of principal and interest, in equal monthly payments of $2,121.29, with the first payment due on or before the first day of the first full month which is no less than two months after Closing Date, and each subsequent payment shall be due and payable on or before the 1st day of each and every successive month thereafter or until all principal and accrued interest are paid, whichever occurs first. There shall be no pre-payment penalty. The complete terms and conditions of the Note and Security Agreement shall be set forth in separate agreements and incorporated as though fully set forth herein.

3.4 Allocation of Purchase Price. The Purchase Price shall be allocated among the Assets as follows:

Personal Property/Equipment   $ 200,000
Inventory                                   $ 100,000 (subject to 3.7 below)
Intangible Property/Goodwill     $ 750,000
Covenant not to Compete          $ 50,000
TOTAL                                     $ 1,000,000

3.5 Effect of Allocation. The parties agree to abide by the allocation of the Purchase Price specified in this Agreement, and agree to report the transaction as so allocated for income tax purposes.

3.6 Purchase of Inventory. Included in the Purchase Price Buyer shall purchase from Seller and pay for the inventory of frames, sunglasses, and contact lenses on-hand and owned by Seller (e.g. does not include consignment frames, if any) as of the date of Closing. The inventory is estimated to be valued at $100,000.

3.7 Inventory Adjustment to Purchase Price. Seller shall maintain the inventory and supply level as is normal and customary per the operation of Seller's Practice until the Closing Date. The total value of the Inventory shall be the sum of the value of the frame inventory and the non-frame inventory. With respect to valuation of frames, not less than three (3) business days before Closing, Seller shall provide Buyer with a written list of inventory of all frames on-hand, including model numbers and the value shall be based on the wholesale value as determined by the lesser of the actual cost to the Business (including tax) or the “Frames Price List” for the most recent publication. Discontinued frames shall be valued at 50% of Seller's cost to acquire the frame. Buyer shall, after receipt of Seller’s written inventory and before Closing, confirm the accuracy of the written inventory, which accuracy shall be presumed if no written objections are made or errors found by Buyer prior to Closing. The Purchase Price then will be adjusted at Closing to reflect any changes in the Inventory on hand as of the close of business on the Closing Date from the stated one hundred thousand dollars ($100,000) estimated value. To the extent that the itemized list of inventory has changed and actual Inventory value at Closing is less than or greater one hundred thousand dollars ($100,000), the Purchase Price shall be correspondingly adjusted upward or downward and the final amount due in cash shall be adjusted at Closing.