ASSET PURCHASE AGREEMENT

This Agreement is made as of the _____ day of ___________, 2006, by and between Wild
Black Rhino, LLC d/b/a ABC of Burlington, Vermont a Limited Liability Company (“Seller”) and
XYZ, a Vermont corporation with its principal address in Williston, Vermont (“Buyer”).

WITNESSETH:

WHEREAS, the Seller desires to sell and the Buyer desires to purchase certain assets used
in connection with the Seller’s restaurant and bar in Burlington, Vermont known as “ABC” (the
“Business”), all on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of mutual promises and covenants herein contained

and of other good and valuable consideration, the parties agree as follows:

1. Purchase and Sale of Assets. On the Closing Date, as defined in Paragraph 6 and
subject to the terms and conditions stated in this Agreement, Seller shall sell to Buyer and Buyer
shall purchase from Seller by appropriate bills of sale, assignments, and other instruments necessary
to vest title in certain assets used in the operation of the Business, wherever located, as follows
(hereinafter referred to collectively as “Assets”):
(a) Machinery, Equipment, Furniture and Fixtures. All of the furniture, fixtures,
machinery and equipment used in the conduct of the Business, including but not limited to those
items described in Exhibit A attached hereto and excepting those specifically set out in Paragraph 3.
(b) Intangibles. All intellectual property, trade secrets, customer and mailing lists,
vendor lists, rights to all trade names used in the operation of the Business (including “ABC” and
variations thereof) and goodwill.
(c) Leasehold Improvements. All leasehold improvements to the premises
located at 163 Church Street, Burlington, Vermont where the Business operates (the “Premises”).
(d) Telephone Numbers: The telephone number for the Business (802) 864-9324.
2. “As-Is”. All tangible assets are to be sold in “AS IS” condition at the time of the
Closing.
3. Excluded Assets. Expressly excluded from the Assets are the following:
(a) Cash on hand and in banks;
(b) Corporate minute books and stock ledgers; and
(c) Original tax records and corporate seal(s).

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 4. Exclusion of Liabilities. Except as otherwise provided herein, all accounts payable
and other liabilities of the Business incurred prior to the date of the Closing shall be paid by Seller,
and the Seller shall indemnify and hold the Buyer harmless against and from all costs, liability or
expense (including reasonable attorney’s fees) resulting from any such accounts payable and other
liabilities and on account of breach of any warranty of Seller. The Buyer does not intend to, and
will not, acquire or assume any legal responsibility for any liability of the Seller, whether direct,
indirect, contingent, disclosed or undisclosed, and the Seller does not intend to, and will not assign,
convey or create any legal responsibility for the Buyer with respect to any liability of the Seller.
5. Assumed Liabilities. Buyer agrees to purchase and pay for inventory and supplies
ordered prior to but received after closing. Seller shall provide a list of those items at closing on a
form similar to that of Exhibit B attached hereto. The liabilities described shall be assumed and paid
when due in the ordinary course of business. Any other liabilities not specifically assumed shall be
borne by Seller and Buyer shall be held harmless therefrom.
6. Closing. The Closing will occur on Tuesday May 30, 2006 at 3:00 p.m.. The
Closing will be held at the office of Ward & Babb, 3069 Williston Road, South Burlington,
Vermont at a mutually convenient time or it will be conducted by mail or at such place and time as
Buyer and Seller may agree (hereinafter referred to as “Closing Date”).
7. Purchase Price. The Buyer shall pay the Seller a purchase price (the “Purchase
Price”) equal to Three Hundred ____________ Thousand ($3____,000.00) DOLLARS for the Assets
and the Covenants Not to Compete. The Purchase Price shall be allocated as follows:

(a) Equipment as listed on Exhibit $ 144,093.00

(b) Inventory (wholesale value) $ 0.00
(c) Goodwill $ 135,680.00
(d) Non-Compete Covenant $ 45,227.00

8. Payment of the Purchase Price. The Purchase Price shall be paid in the following
manner:

(a) Deposit. Upon execution, Buyer shall deliver to Ward & Babb (the “Escrow
Agent”), a deposit in the amount of One Thousand ($1,000.00) DOLLARS as earnest money deposit.
The total deposit shall be held in escrow by the Escrow Agent and shall be applied for Buyer’s
benefit against the Purchase Price at the Closing, or as otherwise provided in this Agreement. In the

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event the Buyer shall not close for any reason to which it is considered to be in default hereunder,
then the deposit shall be forfeited to the Seller. In the event the Buyer shall not close for any reason
relating to Seller’s inability to satisfy conditions precedent, as set forth below, then the deposit shall
be returned to Buyer.
(b) Balance of Purchase Price. Three Hundred Twenty-Five Thousand
($325,000.00) DOLLARS less Deposit shall be paid by the Buyer to the Seller in cash, certified check
or by bank check or by wire transfer of such funds in accordance with Seller’s written instructions to
Buyer.
9. Adjustment at Closing. On the Closing Date, all taxes, utilities charges, and other
running and continuing expenses as to the Business shall be prorated and the Purchase Price shall be
adjusted accordingly. It is the intention of this provision that the Seller is responsible for all such
charges rendered prior to the Closing Date, and the Buyer shall be responsible for all prepayments
made prior to Closing Date and for all services rendered subsequent to the Closing Date.
Additionally, Seller has ordered supplies, etc. to be used in the ordinary course of the business to be
delivered after Closing. Buyer shall accept delivery of these items and shall pay for the same at
Closing. These items shall be listed on an inventory list, as set out more fully in Paragraph 5.
10. Condition Precedents. The obligation of Buyer to close under this Agreement is
subject to the satisfaction of the following conditions:

(a) Seller is Duly Organized and in Good Standing. The Seller is a

Limited Liability Company (“Company”) duly organized, validly existing and in good standing
under the laws of the State of Vermont.
(b) Authority and Validity. Seller has all requisite Company power and
authority to execute, deliver and perform this Agreement. The execution, delivery and performance
of this Agreement by Seller have been duly authorized by all requisite Company action of Seller.
Certified copies of proper Company resolutions by the Members authorizing such actions shall be
delivered to the Buyer on the Closing Date.
(c) This Agreement has been duly executed and delivered by Seller and is
the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms,
except insofar as enforceability may be affected by applicable bankruptcy, insolvency,

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reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles
governing the availability of equitable remedies.
(d) Seller has Marketable Title to Assets being Sold. The Seller has good
and marketable title to the Assets being sold to the Buyer herein. At Closing, Seller will convey the
Assets to the Buyer free and clear of all liens, claims or encumbrances. There are no claims or any
basis for claims known to the Seller that could reasonably be expected to result in the creation of
any lien, encumbrance, interest, claim or demand on or against the Assets or against the Buyer as the
purchaser of the Assets.
(e) Taxes Paid. All taxes incurred by the Seller will be paid or provided
for as of the Closing Date (except for such taxes as the Seller is then in good faith contesting), and
all tax returns due and required to be made by the Seller have been properly filed as provided by law
or extensions to file such returns have been obtained. To the best of the Seller’s knowledge, no
ground exists for the assertion or assessment of any taxes against the Assets or against the Buyer as
the purchaser of the Assets, except with respect to any tax returns or reports not yet due which the
Seller shall cause to be timely filed. Taxes shall include income, franchise, sales, use, property,
excise, payroll and other tax returns and all other reports (whether or not relating to taxes) required
to be filed with the appropriate Governmental Authority.
(f) Seller Default or Violation. To the best of Seller’s knowledge, Seller
is not in default under, or in violation of, any decree, order or judgment, or in violation of any
provision of any material agreement relating to the Business.
(g) Pending Claims or Litigation. The Seller is not engaged in or a party
to or, to the best of the Seller’s knowledge, threatened with any suit, action, proceeding,
investigation, or arbitration or other method of settling disputes or disagreements, or any
governmental investigation relating to the Business, except those disclosed in writing to the Buyer
or the Buyer’s counsel prior to or on the date hereof. The Seller has not received any verbal or
written notice regarding a potential claim or investigation, regardless of its merit, relating to the
business and the Seller does not know, or have reasonable grounds to know, of any basis for a claim
or investigation against the Seller relating to the Business.

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 (h) Accuracy of Tax Returns. The Partnership Income Tax Returns of
the Seller that the Seller has provided for 2001, 2002, 2003, 2004 and 2005 has provided (or will
provide) to the Buyer, in all material respects, the matters covered therein.
(i) Accuracy of Financial Profit and Loss Statements. The Financial
Profit and Loss Statements for Seller for 2005 has provided (or will provide) to the Buyer, in all
material respects, the matters covered therein.
(j) Continued Accuracy of Representations and Warranties. All
representations and warranties of Seller contained in this Agreement shall be true and accurate as of
the date when made, shall continue to be true and accurate from the date hereof through the Closing
Date, and shall be deemed to be made again at and as of the Closing Date and shall be true and
accurate as of the Closing Date. This includes all representations as set forth above in subsections
(f) and (g).
(k) Lease Premises. Lower Church Street Enterprises, LLC must have
entered into a Lease Agreement for the Premises with the Buyer dated as of Closing Date. The
Lease Agreement shall be in a form satisfactory to the Buyer and the Landlord. Unless otherwise
agreed by the Buyer, such lease must be for a minimum of 7 years and must include a non-
disturbance clause that ensures the continuation of the lease in the event that the Premises are sold
and the lease is not in default.
(l) Licenses and Permits. The Buyer shall have received all federal, state
and local licenses, including a State Board of Health License to Operate and other necessary permits
to operate the Business in the manner currently operated subject to only conditions reasonable and
satisfactory to Buyer, including without limitation a first and third class liquor license, entertainment
permit and a license for a cabaret.
(m) Counsel for Seller shall notify the Commissioner of Taxes, or like entity, of
the sale of its business pursuant and obtain a certificate that all tax obligations of Seller have been
paid or that satisfactory provision for payment thereof has been made by means of escrow or other
arrangements acceptable to the Commissioner of Taxes.
(n) Seller shall notify the Commissioner of Employment and Training, or like
entity, of the sale of its business and obtain a certificate that all contribution reports have been filed
and that all contributions, interest and penalties due and payable thereon have been paid or that

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satisfactory provision for payment thereof had been made by means of escrow or other arrangements
acceptable to the Commissioner of Employment and Training.
11. Financing Contingency. Buyer shall have 30 days from the date of the execution of
the Agreement to obtain SBA financing sufficient to satisfy total Purchase Price on terms reasonably
acceptable to Buyer. In the event that Buyer is unable to obtain such financing, Sellers agree to
finance up to Fifty Thousand ($50,000.00) DOLLARS IN the form of a promissory note from the
Buyer to Seller, subordinate to bank/lender financing. In the event that the Buyer is unable to obtain
SBA financing and/or unable to come to agreeable terms and conditions for the remaining financing
with Sellers within 45 days after execution of the Agreement, Buyer to provide written notice to
Seller no later than 60 days after execution of the Agreement. In the event of such notice, contract
deposit to be returned to Buyer and Buyer relieved of any other terms, conditions or obligations set
forth in the Agreement. In the event that Buyer fails to provide such written notice to Seller,
contract deposit to Seller as exclusive damages and Buyer and Seller relieved of any other terms,
conditions or obligations set forth in the Agreement.
12. Conduct of Seller’s Business Prior to Closing. From and after the date of this
Agreement until the Closing date:
(a) Buyer’s Access to Seller’s Operations: Intentionally Deleted.
(b) Seller’s Operations Prior to Closing. Prior to the Closing Date, the Seller will
operate the Business as normal, including but not limited to Thursday, Friday and Saturday nights
and (i) carry on the Business in substantially the same manner as here before and refrain from
engaging in any transaction not in the ordinary course of business, including any transaction
resulting in a change in control of the ownership of the Company; (ii) keep in full force and effect
insurance comparable in amount and scope of coverage to that now maintained; (iii) use its best
efforts to maintain the Business’ relationship with its customers, suppliers, employees and other
persons or businesses who have provided goods or services to the Business; (iv) maintain (and
cooperate with the Buyer in the Buyer’s obtaining) any licenses, approvals, certificates or consents
from the appropriate authorities that are necessary for the conduct of the Business, including without
limitation the liquor license; (v) refrain from disposing or removing any of the Assets other than the
sale of inventory in the ordinary course of business, creating any liens or encumbrances thereon, and
entering into any contracts other than such contracts as may arise in the normal course of business as

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conducted on a day-to-day basis; (vi) maintain inventory at normal operating levels; and (vii) timely
pay all taxes, wages, and other Company payables.
13. Conditions and Obligations of Seller.

(a) Compliance. Seller in all material respects has performed and complied
with all the obligations, covenants and conditions set forth in this Agreement prior to or on the
Closing Date.
(b) Representations. The representations and warranties of Seller contained in
this Agreement shall be true, complete, and correct in all material respects as of the date of this
Agreement and at and as of the Closing as though such representations and warranties were made at
and as of the Closing Date.
(c) Transfer of Personal Property. The Seller shall execute and tender to the
Buyer at Closing, a Bill of Sale transferring the Assets in substantially the form and on substantially
the terms and conditions set forth in Exhibit A and corresponding attachments thereto, and such
further assignments and documents as may be required to transfer to and vest in the Buyer and
protect its right, title and interest in the Assets of the Seller; and such Bill of Sale, assignments and
documents shall convey to the Buyer good and marketable title to the Assets, free and clear of all
mortgages, attachments, liens or pledges.
(d) Lease of Premises. The Landlord and Buyer shall have entered into a Lease
Agreement for the Premises, as set forth in Paragraph 10(k).
14. Closing Documents. At or before the Closing Date, the following documents shall
be executed in conjunction with the sale of the Business:
(a) Seller’s Opinion of Counsel;
(b) Seller’s Company Resolutions authorizing Seller’s actions under this
Agreement in the proper form for the jurisdiction of association;
(c) Seller’s execution of a tradename cessation for “ABC”;
(d) Buyer’s Company Resolutions authorizing Buyer’s actions under this
Agreement in the proper form for the jurisdiction of association;
(e) Bill of Sale and Assignment in the form attached hereto and incorporated
herein as Exhibit A;

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 (f) An Equipment List in the form attached as Exhibit 1 to the Bill of Sale
attached hereto and incorporated herein as Exhibit A;
(g) An Intangible List in the form attached as Exhibit 2 to the Bill of Sale
attached hereto and incorporated herein Exhibit A;
(h) An Assumed Liabilities List in the form attached as Exhibit B;
(i) Affidavit of Debts attached hereto as Exhibit C and incorporated herein; and
(j) Such other documents or instruments as Buyer or its counsel may reasonably
require affecting the Closing and the transactions contemplated by this Agreement;
15. Use of Name: As of the Closing Date, Seller shall cease all use of the name “ABC”
and, in addition, any variances thereof. The Seller shall deliver to the Buyer at Closing a
Tradename Cessation application that is to be filed with the Vermont Secretary of State’s Office.
16. Survival of Representations and Warranties; Indemnification: Except for those
set forth in Paragraph 10 (b), (c) and (d), which continue indefinably, the representations,
warranties, and covenants contained in or made pursuant to this Agreement shall expire twelve (12)
months following the Closing Date; provided, however, that, if written notice is given with respect
to any alleged breach of a representation, warranty or covenant for which a party seeks to be
indemnified hereunder prior to such expiration date, such representation, warranty or covenant shall,
with respect to such specified matter only, continue indefinitely until the applicable claim is fully
resolved.
17. Indemnification by Buyer: Buyer shall hold Seller harmless against and in respect
of any claim, cost, expense, liability, obligation, loss or damage sustained by Seller (and all
expenses of Seller in connection therewith including, without limitation, legal fees, interest,
penalties and any costs) which arises out of, results from, or is in any way based upon any
misrepresentation or breach of warranty contained in this Agreement or for any breach of covenant
of Buyer hereunder or pursuant to any agreement, certificate or document delivered by Buyer
pursuant hereto.
18. Indemnification by Seller: Seller shall hold Buyer harmless against and in respect
of any claim, cost, expense, liability, obligation, loss or damage sustained by Buyer (and all
expenses of Buyer in connection therewith including, without limitation, legal fees, interest,
penalties and any costs) which arises out of, results from, or is in any way based upon any

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misrepresentation or breach of warranty contained in this Agreement or for any breach of covenant
of Seller hereunder or pursuant to any agreement, certificate or document delivered by Seller
pursuant hereto. Seller further specifically agrees, without limiting the above, to indemnify and
hold Buyer harmless against and in respect of any claim, cost, expenses, liability, obligation, loss or
damage sustained by Buyer (and all expenses of Buyer in connection therewith including, without
limitation, legal fees, interest, penalties and any costs) which arises out of, results from, or is any
way based upon any third party claiming contractual right to purchase or otherwise acquire an
interest in any of the Assets to be sold under this Agreement or to prevent Seller from performing
the transactions contemplated by this Agreement and the Exhibits hereto.
19. Employment Matters. Seller makes the following representations as it relates to
the Business’ employment matters:
(a) Seller has complied in all respects with all Legal Requirements relating to the
employment of labor, including the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), continuation coverage requirements with respect to group health plans, and those
relating to wages, hours, collective bargaining, unemployment compensation, workers’
compensation, equal employment opportunity, age and disability discrimination, immigration
control and the payment and withholding of taxes. No reportable event, within the meaning of Title
IV of ERISA, has occurred and is continuing with respect to any “employee benefit plan” or a
“multi-employer plan” (as those terms are defined in ERISA) maintained by Seller or any Affiliate
of Seller. No prohibited transaction, within the meaning of Title I of ERISA has occurred with
respect to any such employee benefit plan or multi-employer plan, and no material accumulated
finding deficiency (as defined in Title I of ERISA) or withdrawal liability (as defined in Title IV of
ERISA) exists with respect to any such employee benefit plan or multi-employer plan.
(b) Seller is not a party to any contract with any labor organization, and Seller
has not recognized or agreed to recognize and is not required to recognize any union or other
collective bargaining unit. No union or other collective bargaining unit has been certified as
representing any of its employees, nor has Seller received any requests from any party for
recognition as a representative of employees for collective bargaining purposes. To Seller’s best
knowledge, its employees are not engaged in organizing activity with respect to any labor

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organization. Seller has no employment agreement of any kind, oral or written, express or implied,
that would require Buyer to employ any person after the Closing Date.
(c ) Effective as of the Closing Date, Seller will have terminated all Wild Black
Rhino employees.
20. Disclosure. No representation or warranty by Seller in this Agreement, or in any or
Exhibit to this Agreement, or any statement, list or certificate furnished or to be furnished by Seller
pursuant to this Agreement, contains or will contain any untrue statement of material fact, or omits
or will omit to state a material fact required to be stated therein or necessary to make the statements
contained therein not misleading in light of the circumstances in which made. Without limiting the
generality of the foregoing, the information set forth in the Exhibits is accurate and complete in all
material respects.
21. Financial Information. Financial information provided to Buyer in accordance with
Paragraph 10 (h) and (i) is true and accurate at the time of making such written disclosures.
22. Representations and Warranties of Buyer: To induce Seller to enter into this
Agreement, Buyer represents and warrants to Seller, as of the date of this Agreement, as of the
Closing, as follows:
(a) No Breach or Violation. The execution, delivery and performance of this
Agreement by Buyer will not (a) violate any legal requirement, (b) require any consent, approval or
authorization of, or any filing with or notice to, any person, or (c)(i) violate, conflict with or
constitute a breach of or default under, (without regard to requirements of notice, passage of time or
elections of any persons), (ii) permit or result in the termination, suspension or modification of, (iii)
result in the acceleration of (or give any person the right to accelerate) the performance of Buyer
under, or (iv) result in the creation or imposition of any encumbrance under, any instrument or other
agreement to which Buyer is a party or by which Buyer or any of their assets is bound or affected,
including such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and
accelerations as would not, individually or in the aggregate, have a material adverse effect on the
Buyer or on the validity, binding effect or enforceability of this Agreement.
23. Risk of Loss, Condemnation. Seller will bear the risk of any loss or damage to the
Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior
to the Closing. If any such loss or damage is so substantial as to prevent normal operation of any

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material portion of the Business or the replacement or restoration of the lost or damaged property
within 20 days after the occurrence of the event resulting in such loss or damage, Seller will
promptly notify Buyer of that fact and Buyer, at any time within 10 days after receipt of such notice,
may elect by written notice to Seller either (i) to waive such defect and proceed toward
consummation of the acquisition of the Assets in accordance with terms of this Agreement, or (ii) to
terminate this Agreement. If Buyer so elects to terminate this Agreement, Buyer and Seller will be
discharged of any and all obligations hereunder. If buyer elects to consummate the transaction
contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no
adjustment in the consideration payable to Seller on account of such loss or damage but all insurance
proceeds payable as a result of the occurrence of the event resulting in such loss or damage
(excluding insurance proceeds resulting from the coverage of Excluded Assets) will be delivered by
Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid
over to Seller.
24. Confidentiality. Neither party will issue any press release or make any other public
announcement regarding this Agreement or the transactions contemplated hereby without the
consent of the other party. Each party will hold, and will cause its employees, consultants, advisors,
and agents to hold in confidence, the terms of this Agreement and any non-public information
concerning the other party obtained pursuant to this Agreement. Notwithstanding the preceding, a
party may disclose such information to the extent required by any Legal Requirement (including
disclosure requirements under federal and state securities laws), but the party proposing to disclose
such information will first notify and consult with the other party concerning the proposed
disclosure, to the extent reasonably feasible. Each party also may disclose such information to
employees, consultants, advisors, agents and actual or potential lenders whose knowledge is
necessary to facilitate the consummation of the transactions contemplated by this Agreement. Each
party’s obligation to hold information in confidence will be satisfied if it exercises the same care
with respect to such information as it would exercise to preserve the confidentiality of it own similar
information.
25. Employment Certificate. On or before the Closing Date, Seller shall deliver to
Buyer a certificate from the Vermont Department of Employment & Training, pursuant to 21
V.S.A. §1322(b) certifying that all tax obligations of Seller have been paid or that satisfactory

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provision for payment thereof has been made by means of escrow or other arrangements acceptable
to the Commissioner of Taxes.
26. Events of Termination. This Agreement may be terminated by written notice
delivered by the terminating party to the other party, and the transactions contemplated by this
Agreement may be abandoned at any time prior to the Closing by the mutual written consent of
Buyer and Seller. If mutually terminated, Buyer shall be entitled to the return of its deposit. If
Buyer terminates the Agreement without consent by Seller and without cause, Seller shall be entitled
to the deposit, as its exclusive remedy. If Seller terminates the Agreement without consent by Buyer
and without cause, Buyer shall be entitled to the return of its deposit.
27. Miscellaneous Provisions.
(a) Finders and Brokers. There are no finder or broker fees or commissions due
any third-party as a result of the sale of the Business. To the extent that there are (and not
disclosed), each party to bear their own and hold the other harmless.
(b) Use of Advertising Materials. After the Closing, Buyer may use all
marketing materials prepared for or by Seller, created, used or prepared for or by Seller. Seller will
take all actions necessary to affect the transfer of ownership of such materials to Buyer.
(c) Seller’s Members joining in Agreement. Scott LeCours and Martti Matheson
join in this Agreement for the purposes of their right to enter into the Confidentiality Agreement and
Covenant Not to Compete.
(d) Seller’s Members to Provide Post-Sale Consultation. Scott LeCours and
Martti Matheson agree to provide thirty (30) days post-sale consultation to assist Buyer in the
transition of Business ownership. Consultation Agreement attached hereto as Exhibit D to be
executed contemporaneously with this Agreement.
(e) Parties Obligated and Benefited. Subject to the limitations contained herein,
this Agreement will be binding upon the parties and their respective assigns and successors in
interest and will inure solely to the benefit of the parties and their respective assigns and successors
in interest, and no other person will be entitled to any of the benefits conferred by this Agreement.
28. Notices. Any notice, request, demand, waiver or other communication required or
permitted to be given under this Agreement will be in writing and will be deemed to have been duly

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given only if delivered in person or by first class, prepaid, registered or certified mail, or sent by
courier or, if receipt is confirmed, by telecopier:

To Buyer at: Brad Luck Copy to: Christina L. DeGraff-Murphy,

Esq.
PO Box 1526 Ward & Babb
Williston, VT 05495 3069 Williston Road
South Burlington, VT 05403

To Seller at: Scott LeCours Copy to: Robert C. Roesler, Esq.

Martti Matheson 84 Pine Street, Suite 400
163 Church Street Burlington, VT 05402
Burlington, VT 05401

Any party may change the address to which notices are required to be sent by giving notice of such
change in the manner provided in this Paragraph. All notices will be deemed to have been received
on the date of delivery or on the third Business Day after mailing in accordance with this Paragraph,
except that any notice of a change of address will be effective only upon actual receipt.
29. Attorney’s Fees: In the event of any action or suit based upon or arising out of any
alleged breach by any party of any representations, warranty, covenant or agreement contained in
this Agreement, the prevailing party will be entitled to recover reasonable attorneys fees and other
costs of such action or suit from the other party.
30. Tax Consequences. Neither party to this Agreement makes any representation or
warranty, express or implied, with respect to the implications of any aspect of this Agreement on the
other party to this Agreement, and both parties expressly disclaim any such representation or
warranty with respect to any tax consequences arising under this Agreement. Each party has relied
solely on its own tax advisors with respect to the tax implications of this Agreement.
31. Waiver. This Agreement or any of its provisions may not be waived except in
writing. The failure of any party to enforce any right arising out of this Agreement on one or more
occasions will not operate as a waiver of that or any other right on that or any other occasion.
32. Captions. The article and section captions of this Agreement are for convenience
only and do not constitute a part of this Agreement.

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 33. Choice of Law. THIS AGREEMENT AND THE RIGHTS OF THE PARTIES
UNDER IT WILL BE GOVERNED BY AND CONSTRUED IN ALL RESPECTS IN
ACCORDANCE
WITH THE LAWS OF THE STATE OF VERMONT WITHOUT REGARD TO THE
CONFLICTS OF LAWS OF SUCH JURISDICTION.
34. Terms. Terms used with initial capital letters have the meanings specified,
applicable to both singular and plural forms, for all purposes of this Agreement. The word
“included” and derivatives of that word are used in the Agreement in an illustrative sense rather than
limiting sense.
35. Rights Cumulative. All rights and remedies of each of the parties under this
Agreement will be cumulative, and the exercise of one or more rights or remedies will not preclude
the exercise of any other right or remedy available under this Agreement or applicable law.
36. Further Actions. Seller and Buyer will execute and deliver to the other, from time
to time at or after the Closing, for no additional consideration and at no additional cost to the
requesting party, such further assignments, certificates, instruments, records, or other documents,
assurances or things as may be reasonably necessary to give full effect to this Agreement and to
allow each party fully to enjoy and exercise the rights accorded and acquired by it under this
Agreement.
37. Time. Time is of the essence under this Agreement. If the last day permitted for the
giving of any notice or the performance of any act required or permitted under this Agreement falls
on a day which is not a Business Day, the time for the giving of such notice or the performance of
such act will be extended to the next succeeding Business Day.
38. Counterparts. This Agreement may be executed in one or more counterparts, each
of which will be deemed an original.
39. Entire Agreement. This Agreement and the Agreements, Schedules and Exhibits
referred to herein contain the entire agreement of the parties and supersede all prior oral or written
agreements and understandings with respect to the subject matter. This Agreement may not be
amended or modified except by a writing signed by the parties.
40. Severability. Any term or provision of this Agreement that is invalid or
unenforceable will be ineffective to the extent of such invalidity or unenforceability without

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rendering invalid or unenforceable the remaining rights of the person intended to be benefited by
such provision or any other provision of this Agreement.
41. Expenses. Except as otherwise expressly provided in this Agreement, each party
will pay all of its expenses, including attorney’s fees and accountant’s fees in connection with the
negotiation of this Agreement, the performance of its obligations and the consummation of the
transactions contemplated by this Agreement.

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

SELLER

By: _______________________________
Scott LeCours, Individually and as Member
and Duly authorized agent of WILD BLACK RHINO, LLC

SELLER

By: _______________________________
Martti Matheson, Individually and as Member
and Duly authorized agent of WILD BLACK RHINO, LLC

STATE OF VERMONT
COUNTY OF CHITTENDEN, SS.

At ____________________, in said County, on this _____ day of ___________2006, Scott

LeCours and Martti Matheson Individually and as Members and Duly Authorized Agent of WILD
BLACK RHINO, LLC, d/b/a ABC personally appeared and he acknowledged this instrument, by him
sealed and subscribed, to be his free act and deed and the free act and deed of WILD BLACK RHINO,
LLC, d/b/a ABC.

Before me _________________________
Notary Public
My commission expires: 2/10/07

BUYER

By: __________________________________
Brad Luck, President and Duly authorized
agent of XYZ

STATE OF VERMONT
COUNTY OF CHITTENDEN, SS.

15
 At ____________________, in said County, on this _____ day of __________, 2006, Brad Luck,
President and duly authorized Agent of XYZ personally appeared and he acknowledged this instrument, by
him sealed and subscribed, to be his free act and deed and that of XYZ

Before me_____________________________
Notary Public
My commission expires: 2/10/07

BUYER

By: __________________________________
Mathew Rogerson, Secretary and Duly authorized
agent of XYZ

STATE OF VERMONT
COUNTY OF CHITTENDEN, SS.

At ____________________, in said County, on this _____ day of __________, 2006, Mathew

Rogerson, Secretary and duly authorized Agent of XYZ personally appeared and he acknowledged this
instrument, by him sealed and subscribed, to be his free act and deed and that of XYZ

Before me_____________________________
Notary Public
My commission expires: 2/10/07

16
 Exhibit A

BILL OF SALE

KNOW ALL PERSONS BY THESE PRESENTS, that WILD BLACK RHINO, LLC,
d/b/a ABC, SCOTT LeCOURS and MARTTI MATHESON (hereinafter “Owner”) does by these
presents hereby grant, bargain, sell, convey, transfer, set over and deliver unto XYZ (hereinafter
“Buyer”), all of its right, title and interest in and to the assets that WILD BLACK RHINO, LLC,
d/b/a ABC, as more particularly set forth and described in the attached EXHIBITS 1-3.
TO HAVE AND TO HOLD said property unto Buyer, its successors and assigns forever.
Owner does, for itself and its heirs, successors and assigns, covenant and agree with Buyer that it is
the true and lawful owner of said property and has lawful authority to sell and transfer the same, that
the same is free and clear of all mortgages, liens, pledges and other financial obligations of any kind,
except such financial obligations as will be paid at Closing, as set forth and disclosed to Buyer, and
that it will, and its heirs and assigns, shall warrant and defend the same against the lawful claims and
demands of all persons whatsoever.
Owner agrees that it will hereafter execute and deliver any further assignments, instruments
of transfer, bills of sale, or conveyances that may be necessary or that may be deemed necessary by
Buyer to fully vest in Buyer title to the assets hereby conveyed.
This Bill of Sale is made, executed and delivered in compliance with the terms of a certain
Asset Purchase Agreement between the parties hereto and of even date herewith and for the
consideration provided in that Agreement.
IN WITNESS WHEREOF, WILD BLACK RHINO, LLC, d/b/a ABC, has caused this
Bill of Sale to be executed by SCOTT LeCOURS and MARTTI MATHESON, it’s Members and
duly authorized agents, this ____ day of __________, 2006.

[INTENTIONALLY LEFT BLANK]

By: _______________________________
Scott LeCours, Member and Duly authorized
agent of WILD BLACK RHINO, LLC
STATE OF VERMONT
COUNTY OF CHITTENDEN, SS.

At ____________________, in said County, on this _____ day of ___________2006, Scott LeCours

Member and Duly Authorized Agent of WILD BLACK RHINO, LLC, d/b/a ABC personally appeared and he
acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and the free act and deed
of WILD BLACK RHINO, LLC, d/b/a ABC.

Before me _________________________
Notary Public
My commission expires: 2/10/07

By: _______________________________
Martti Matheson, Member and Duly authorized
agent of WILD BLACK RHINO, LLC

STATE OF VERMONT
COUNTY OF CHITTENDEN, SS.

At ____________________, in said County, on this _____ day of ___________2006, Martti Matheson

Member and Duly Authorized Agent of WILD BLACK RHINO, LLC, d/b/a ABC personally appeared and he
acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and the free act and deed
of WILD BLACK RHINO, LLC, d/b/a ABC.

Before me _________________________
Notary Public
My commission expires: 2/10/07

ATTEST: ACCEPTED:

___________________________________ ___________________________________

Witness as to Both Brad Luck,

President and Duly Authorized Agent of
XYZ

___________________________________

Mathew Rogerson, Secretary and

Duly Authorized Agent of XYZ
 EXHIBIT 1

EQUIPMENT

Equipment shall include any and all furniture, fixtures, supplies and other items at the
premises at 163 Church Street, Burlington, Vermont as of the Closing Date. This includes items set
out more fully on “Attachment A” hereto and the following additional items:

• (6) Motorola Radius CP150 handheld radios with charger base and earpiece/headset
accessories, estimated FMV of $2,400

• Sharp ER-A460 thermal cash register. estimated FMV of $800

• License/Id card scanner, estimated FMV of $1,000

 EXHIBIT 2

INTANGIBLES

The Names: “ABC”

Website: N/A.
Telephone Number: 1-802-864-9324
Fax Number: N/A.
E-Mail Address: N/A.

.
 EXHIBIT B

ASSUMED LIABILITIES

The Buyer hereby agrees to assume and pay in the normal course of business, the following

Seller obligations as the result of supplies and inventory ordered prior to but to be received after

closing:

CREDITOR AMOUNT

TOTAL: $____________
 EXHIBIT C

AFFIDAVIT OF DEBTS

I, ____________, being a Member of WILD BLACK RHINO, LLC, d/b/a ABC, being duly
sworn does depose and say:
1. Other than normal trade payables unrelated to the Assets being purchased, there are
no debts, liens or encumbrances on the Assets of WILD BLACK RHINO, LLC, d/b/a ABC, except as
follows:
a. Secured Debt as follows:
i. NONE $
ii. $
iii. $

c. Unsecured Business Creditors: TO BE PAID BY SELLER AFTER

CLOSING.
i. $
ii. $
iii. $

Dated at _______________________, Vermont this ____day of _______, 2—6.

By: _______________________________
Scott LeCours, Member and Duly authorized
agent of WILD BLACK RHINO, LLC

STATE OF VERMONT
COUNTY OF CHITTENDEN, SS.

At ____________________, in said County, on this _____ day of ___________2006, Scott

LeCours Member and Duly Authorized Agent of WILD BLACK RHINO, LLC, d/b/a ABC personally
appeared and he acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and
the free act and deed of WILD BLACK RHINO, LLC, d/b/a ABC.

Before me _________________________
Notary Public
My commission expires: 2/10/07