Agreement For Purchase And Sale

2.1 Status of Seller

2.2 Status of Buyer

2.3 Status of Able

2.4 Status of Dalton

2.5 Purpose

2.6 Move

3.1 Insurance Accounts

3.2 All Goodwill of the Seller

3.3 Name Change

3.4 Personal Property

3.5 Commissions Receivable

3.6 Contingency Commissions

3.7 Assumption of Liabilities

4.1 Purchase Price

4.2 Allocation

4.3 Terms

4.4 Security -- Assets

4.5 Assignment, Replacement Property

4.6 Default

4.7 Security-Escrowed Letter

4.8 Cross-Default

5.1 Place and Time

5.2 Delivery of Documents and Consideration

5.3 Adjustments

6.1 Representations and Warranties

6.2 Covenants

7.1 Status of Buyer

7.2 Covenants

9.1 Representations, Warranties and Covenants True

9.2 Exhibits

10.1 All Disputes

10.2 Notice of Arbitration

10.3 Authority

10.4 Costs

11.1 Notices

11.2 Waivers and Extension

11.3 Expenses

11.4 Amendment

11.5 Entire Agreement

11.6 Applicable Law/Venue

11.7 Headings

11.8 Counterparts

11.9 Successors, Assigns, and Subsidiaries

11.10 Duration of Warranties

11.11 Necessary Documents

11.12 Exhibits

11.13 Separate Counsel

11.14 Attorney Fees

11.15 Assignment

1.1 This AGREEMENT FOR PURCHASE AND SALE (the 'Agreement') is executed as of the date set forth on the signature page hereto, by and between:

2.1 Status of Seller. Seller is a Washington corporation engaged in the insurance local agency business (such business shall be referred to herein as the 'Agency'), with its principal place of business at 810 S. Grand Way N.E., Suite 1000, Podunk, Washington.

2.2 Status of Buyer. Buyer is a Washington corporation engaged in the insurance local agency business , with its principal place of business at 4321 Commercial Avenue, Suite 320, Any City, Washington, and a branch office located at 2222 Ocean Blvd., Walla Walla, Washington.

2.3 Status of Able. Able is the sole shareholder of Seller.

2.4 Status of Dalton. Dalton is the majority shareholder of Buyer.

2.5 Purpose. By this Agreement the parties desire to provide for the purchase and sale of assets of Seller in the manner described herein, and for Dalton personally to remain obligated to Seller and Able as specified herein.

2.6 Move. As of Closing, all of the assets acquired shall be relocated to Buyer's office at the Any City address set forth above.

NOW, THEREFORE, the parties agree as follows:

Seller shall sell and transfer to Buyer at Closing as further described herein, all right, title and interest in and to the following assets ofSeller (collectively, the 'Assets'):

3.1 Insurance Accounts. All insurance records and accounts (other than accounting records), expirations and expiration data, daily reports of Seller, renewals of the business and policies in force and all supporting documents, papers, and files relating to all accounts of Seller now or hereafter carried upon the income and expense statement of Seller, specifically including without limitation those accounts set forth on Exhibit 'A' attached hereto. All Assets referred to in this paragraph 3.1 are collectively referred to herein as the 'Accounts.'

3.2 All Goodwill of the Seller. All goodwill of the Agency including the exclusive right to use the trade name 'ABLE INSURANCE' or any derivation thereof (to the fullest extent owned by Seller), the rights to Seller's Agency telephone numbers including FAX, and all rights relating to the marketing, underwriting, and adjusting of all insurance business transferred herewith.

3.3 Name Change. Following Closing, Seller shall promptly dissolve or change its corporate name, and execute a consent and/or other necessary documentation transferring the exclusive rights to the trade name 'ABLE INSURANCE' to Buyer.

3.4 Personal Property. All tangible personal property of the Seller, including without limitation all furniture and equipment set forth on Exhibit 'B' attached, located at Seller's office as of September 1, 19__, and used in its insurance local Agency business.

3.5 Commissions Receivable. The parties agree that this sale shall not include any commissions earned by Seller for sales of new policies or renewals completed prior to close of business on August 31, 19__, which commissions may not be received until after August 31, 19__. In the event Seller receives commissions or bonuses after August 31, 19__ for sales or renewals completed by Seller on or before that date, direct bill or otherwise, Seller shall be entitled to retain said commissions. Commissions for sales of new policies or renewals made after August 31, 19__, shall belong exclusively to Buyer.

3.6 Contingency Commissions. Any contingency or bonus commission earned by Seller attributable to sales completed on or before August 31, 19__ on the Accounts shall also belong to Buyer.

3.7 Assumption of Liabilities. As part of the purchase of assets hereunder, Buyer shall assume and agree to pay according to their respective terms the outstanding obligations of Seller, including interest thereon, set forth on Exhibit 'C' attached hereto, not to exceed the amounts shown there; payments thereon shall be prorated for the month as of Closing.

4.1 Purchase Price. The purchase price for all of the Assets conveyed shall be One Hundred Thousand Dollars ($100,000) (the 'Purchase Price').

4.2 Allocation. The Purchase Price shall be allocated as follows: