LETTER OF INTENT

Date: [Date]

To: Sirius Shigenori Fujimoto, President of Fuji, Inc.

Re: Proposal to Purchase Business Assets of Captain Sparrow

1. Purchase Price

The proposed purchase price for the business assets is $1,072,178 (the "Purchase Price"), plus the value of saleable Inventory at cost (estimated at approximately $200,000) as determined by a final audit prior to closing.

2. Earnest Money Deposit

Within three (3) business days of the execution of this LOI, Buyer shall deposit $100,000 into an escrow account with an agreed-upon Escrow Agent. This deposit shall be applicable to the Purchase Price at closing and governed by the Escrow Agreement.

3. Due Diligence

Seller shall grant Buyer a period of [30] days to conduct a thorough review of the financial records, tax returns, and operational procedures of the business. During this period, Buyer shall have reasonable access to the business premises and records.

4. Contingencies

The closing of this transaction shall be contingent upon:

• Completion of due diligence to the Buyer's satisfaction.
• Approval of the Liquor License Transfer by the Alaska ABC Board and the Municipality of Anchorage.
• Successful assignment of the existing commercial lease.

5. Exclusivity (No-Shop Clause)

In consideration of the Buyer’s expenses in conducting due diligence, Seller agrees not to solicit or negotiate other offers for the sale of the business for a period of [60] days from the date of this LOI.

6. Non-Binding Nature

Except for the provisions regarding Exclusivity and Confidentiality, this LOI is intended only as a reflection of the parties' intent and does not constitute a legally binding contract.