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AGREEMENT OF SALE OF BUSINESS

STATE OF CALIFORNIA COUNTY OF SACRAMENTO

This agreement is made on Wednesday, Agoust 15, 2011, by Buyer Mr Shalvin Rimal Sharma residing at 6800 wyndham way #14 sacramento , C A 95823 with his father Mr Vivek Sharma residing at 446 Armadale way Sacramento C A 95823,at the principal office located in 3211 Marysville blvd, and Seller Ms Poonam Bhalla, ofSacramento, California.

ARTICLE I. PURCHASE AND SALE

1.01. In consideration of the mutual promises and conditions contained in this agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on the terms, conditions, warranties and representations set forth in this Agreement:
(a) the business owned by Seller, being conducted under “Best Savings Insurance Agency” name,located at 3211 Marysville blvd. sacramento C A 95815.

ARTICLE II. AMOUNT OF PURCHASE PRICE

2.01. The total purchase price to be paid by Buyer to Seller for all the, assets and rights of the Business described in this Agreement ("Purchase Price") shall be $23,000.00

ARTICLE III. PAYMENT OF PURCHASE PRICE

3.01. The total Purchase Price shall be paid as follows ;

(a) the sum of$1000.00 ($ one thousand dollars only ) in cash, cashier's check or equivalent, shall be paid when this Agreement is signed;
(b) the balance of the Purchase Price shall be paid by delivery from Buyer to Seller of a promissory note executed in favor of Seller by Buyer in the form attached as Exhibit "C" for $1000.00 ($ one thousand dollars only) per month for 6(six) months their after as prorata that will bear interest from the date of its execution. At time of payment of $1000.00 ( $ one thousand dollars only)plus interest of 167.00( $ one hundred sixty seven dollars only) for a total of 1167.00 ( $ one thousand one hundred sixtyseven dollars only)which has equalled the sum of $7002.00 ( $ seven thousand & two dollars only)the monthly payable installment shall begin with $500.00,($five hundred dollars only) and 167.00 ($ one hundred and sixty seven dollars only )in interest for a total of 667.00 ( $ six hundred and sixtyseven dollars only) , and be payable in monthly installments beginning on or before february 1st 2012 in the monthly amount of $667.00 ( $ six hundred and sixty seven dollars only) each till the full amount of purchase price including interest at tenpercent per annum is paid off. This note shall be secured by a Security interest on the assets of the Business.

ARTICLE IV. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS BY SELLER

4.01. Seller agrees and warrants and represents to Buyer that:
(a) the financial records for the Business, previously inspected and maintained by Buyer, contain a full and complete record and account of thefinancial affairs of this Business and truthfully set forth all liabilities, assets and other matters pertaining to the fiscal or financial condition of this Business through the date of inspection and furthermore, that there have been no material changes in the financial condition of this Business since that time except for transactions normal to this Business;
(b) Seller is the lawful owner ofthis Business and has good right and due authorization to sell it. At the time of signing this Agreement, Seller neither knows nor has reason to know of the existence of any outstanding claim or title, or interest, or lien in, to, or on this Business except as shown on the financial records of this Business inspected and maintained solely by the Buyer, in the time he worked at the business he isbuying;

(c) Seller owes no obligations and has contracted no liabilities affecting this Business or which might affect the consummation of the purchase and sale described in this Agreement that are not shown on the financial records inspected by Buyer .
(d) there are no taxes due and owing on account of Seller's operation of the Business for unemployment compensation, withholding tax,...