The current sole owner is very good at the 'job' part of the business, but has no idea how to 'run' a business. I have an accounting degree and have run businesses for 20 years. I have never owned a business though. This business started out 2 years ago with Assets equaling Liabilities. There is a business loan for the company of $300k. Over the last 2 years, the current owner lost $100k. $60k from business and he drew a salary of $40k. Current State: Liabilities $300k Assets $200k Annual Gross Margin $85k ($500k-$415k) Annual Cash Flow <$30k> I have analyzed all transactions over the last 2 years and there are a lot of things that can change here. If I became 50% partners with the current owner, he would agree to reducing fixed expenses by $30k per year (breakeven!). The proposed cuts by me would not affect the revenue side of the business. We also have plans for increasing business using a combination of our strengths. We would agree to not draw any salary until the business had the ability to do so. Here is the deal: 50% partnership at no buy in cost. You also need to know that this is my brother and I don't want to see him fail. I am also looking for an opportunity, so it seems we are looking for each other. Does it seem fair to gain a 50% interest in a going business without paying anything and instead taking on half the debt? Is the deal not good enough for me? What other ways can I do this? Could I add a clause that states he will be responsible for entire repayment of business loan for the first 2 years (like an opt out clause as if I were never there)? He told me he was ready to close the doors now which makes me believe he's ready to take on the whole debt. I'd hate to buy in just to repay half the debt tomorrow. I guess that's my main concern even though I feel like we can make this thing work. Thanks in advance!