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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of this _____ day of ________, 20__, by and between EliteTech Innovations, a United States corporation ("Buyer"), and TechPro Solutions, a United States corporation ("Seller").

1. PURCHASE AND SALE OF ASSETS

1.1. Assets Being Transferred

Seller hereby agrees to sell, transfer, assign, convey and deliver to Buyer and Buyer agrees to purchase from Seller, all right, title and interest in and to the following assets, free and clear of any liens, encumbrances or other claims, except as otherwise provided herein (collectively, the "Assets"):

(a) All office equipment, furniture, and fixtures used in connection with the conduct of the Seller's business;

(b) All software licenses and sublicenses, both proprietary and third-party, together with supporting documentation;

(c) All customer data, customer lists, and customer contracts, existing as of the date of this Agreement, including any and all rights to the name "TechPro Solutions" and any other trade names, service marks, trademarks, or copyrights of Seller related to the Business.

2. PURCHASE PRICE AND PAYMENT

2.1. Purchase Price

The aggregate purchase price for the Assets (the "Purchase Price") shall be ___________________ Dollars ($__________), payable in U.S. dollars. The Purchase Price shall be allocated among the Assets as set forth on Schedule 2.1, attached hereto and incorporated by reference herein.

2.2. Payment

Buyer shall pay the Purchase Price to Seller on the Closing Date (as defined below), either by wire transfer to an account designated by Seller, or by certified or bank check, or by such other method as may be agreed in writing by the parties prior to the Closing Date.

3. REPRESENTATIONS AND WARRANTIES OF SELLER

3.1. Organization and Good Standing

Seller is a corporation duly organized, validly existing, and in good standing under the laws of the United States, with full corporate power to own, lease, and operate its properties and assets, and carry on its business as currently conducted.

3.2. Authority to Enter into Agreement

This Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action of Seller. Seller has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

3.3. Title to Assets

Seller holds good and marketable title to all of the Assets, free and clear of all liens, encumbrances and other claims, except as otherwise provided in this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF BUYER

4.1. Organization and Good Standing

Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the United States, with full corporate power to own, lease, and operate its properties and assets, and carry on its business as currently conducted.

4.2. Authority to Enter into Agreement

This Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action of Buyer. Buyer has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

5. COVENANTS

5.1. Further Assurances

Following the Closing, each party hereto shall execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments and documents, and shall take such other action consistent with the terms of this Agreement, as may be necessary or appropriate to effect the transactions contemplated by this Agreement.

6. CONDITIONS TO CLOSING

6.1. Conditions Precedent to Buyer's Obligations

The obligations of Buyer under this Agreement are subject to the satisfaction at or before the Closing of the following conditions precedent:

(a) All representations and warranties of Seller contained herein shall be true and correct as of the Closing Date;

(b) Seller shall have performed and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing;

(c) No action, suit, proceeding, claim, investigation, or inquiry, whether formal or informal, shall be pending or, to the knowledge of Buyer or Seller, threatened before any governmental authority with respect to the transactions contemplated by this Agreement, which would prevent or make unlawful the consummation of the transactions contemplated hereby.

6.2. Conditions Precedent to Seller's Obligations

The obligations of Seller under this Agreement are subject to the satisfaction at or before the Closing of the following conditions precedent:

(a) All representations and warranties of Buyer contained herein shall be true and correct as of the Closing Date;

(b) Buyer shall have performed and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing;

(c) No action, suit, proceeding, claim, investigation, or inquiry, whether formal or informal, shall be pending or, to the knowledge of Buyer or Seller, threatened before any governmental authority with respect to the transactions contemplated by this Agreement, which would prevent or make unlawful the consummation of the transactions contemplated hereby.

7. CLOSING

7.1. Closing

The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on the date which is ten (10) business days following the satisfaction or waiver of the conditions precedent contained in Section 6 hereof (the "Closing Date"), or at such other time and place as may be agreed upon in writing by the parties.

8. INDEMNIFICATION

8.1. Indemnification by Seller

Seller shall indemnify and hold harmless Buyer from and against any and all loss, cost, damage, liability, or expense, including, without limitation, reasonable attorneys' fees and court costs, incurred or suffered by Buyer as a result of any breach of any representation, warranty, covenant, or agreement made by Seller in this Agreement.

8.2. Indemnification by Buyer

Buyer shall indemnify and hold harmless Seller from and against any and all loss, cost, damage, liability, or expense, including, without limitation, reasonable attorneys' fees and court costs, incurred or suffered by Seller as a result of any breach of any representation, warranty, covenant, or agreement made by Buyer in this Agreement.

9. MISCELLANEOUS

9.1. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to conflicts of law principles. The parties agree that any action or proceeding relating to this Agreement shall be brought exclusively in a court of competent jurisdiction located in the United States, and each party hereby consents to the exclusive jurisdiction of such court as to any such action or proceeding.

9.2. Entire Agreement

This Agreement, together with the schedules, exhibits, and other documents referred to herein and delivered concurrently herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, agreements, and negotiations, whether oral or written, with respect thereto. This Agreement may be amended, modified, or supplemented only by a written instrument executed by the parties hereto.

10. EXECUTION

IN WITNESS WHEREOF, Buyer and Seller have executed this Asset Purchase Agreement as of the date first above written.

_____________________________

ELITETECH INNOVATIONS

By: __________________________

Title: ________________________

_____________________________

TECHPRO SOLUTIONS

By: __________________________

Title: ________________________