0001104659-04-015185 Sample Contracts

ELDEN HOLDING GROUP, LLC 15206 VENTURA BOULEVARD, SUITE 306 SHERMAN OAKS, CALIFORNIA 91403
Scheib Earl Inc • May 20th, 2004 • Services-automotive repair, services & parking • Delaware

This letter (this “Letter of Intent”) outlines the principal terms of the proposed acquisition of Earl Scheib, Inc., a Delaware corporation (“Scheib”), by Elden Holding Group, LLC or an affiliate of Elden Holding Group, LLC (jointly referred to below as the “Buyer”). Except as provided for in Paragraph 13 of this Letter of Intent, this Letter of Intent is not binding on either Scheib or Buyer and is intended solely as a summary of the contemplated terms of the proposed Merger.

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