Your existing owner is retaining too much control. He has majority ownership, Managing the company and on top of that charging you a management fee. Since he has majority ownership then his cut of the net profits are larger. I would negotiate that he removes the management fee since he receives a large amount of the proceeds. If he is looking for a silent partner, then I would reduce your interest percentage by the amount of the management fee. You would have to evaluate the P/L to determine if the management fee is worth the discussion. Since he is 3-4 years from retirement, he has no reason to negotiate with you. My suggestion would be to find someone that is willing to share the profit as much as the cost of the business.