AGREEMENT OF SALE AND PURCHASE OF ASSETS
THIS AGREEMENT OF SALE AND PURCHASE OF ASSETS is made this ___
day of ________, 2006, by and among XYZ, Inc., a Maryland Corporation (the
“Corporation”); __________________, a ___________Corporation (“Buyer”).
BACKGROUND OF AGREEMENT
The Corporation, through its imaging services
division, is engaged in the business of document
management and conversion services (the “Business”).
The Corporation now desires to sell, transfer, and assign to
Buyer, and Buyer desires to purchase and acquire from the
Corporation, certain assets of the Corporation’s Business,
pursuant to the terms and conditions set forth in this
Agreement.

IN CONSIDERATION, of the premises, the respective representations, warranties,
covenants, and agreements contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the parties
mutually agree as follows:
1.  PURCHASE AND SALE OF ASSETS.
  1.1  Assets to be Sold to Buyer. Subject to the terms and conditions set
forth in this Agreement, and for the purchase price set forth in Section 4.3 of this
Agreement (the “Purchase Price”), as adjusted pursuant to Section 8 of this Agreement
(the “Post Closing Adjustments”), on the Closing Date (as defined in Section 7.1), the
Corporation will sell, deliver, transfer, and assign to Buyer and Buyer will purchase and
acquire from the Corporation, the following assets (collectively, the “Assets”):
(a)  all of the Corporation’s inventory used solely in the
Business and owned as of the Closing Date, including all
parts and finished goods (the “Closing Date Inventory”);
(b)  all of the Corporation’s furniture, fixtures, equipment,
machinery, tools, parts, supplies, and other similar tangible
personal property on hand as of the Closing Date identified
on attached Exhibit A (the “Equipment”);