REAL ESTATE PURCHASE AND SALE AGREEMENT THIS AGREEMENT dated this _____ date of __________,19__, by and between ________________________________________________, hereinafter referred to as "Seller", and _________________________________________________, hereinafter referred to as "Buyer": W I T N E S S E T H : Buyer agrees to buy and Seller agrees to sell real property located in ___________________________ County, _______________________ consisting of approximately ______________ acres, and legally described in EXHIBIT B attached hereto and by this reference made a part hereof. The terms and conditions upon which the property is being purchased are set forth herein and in EXHIBIT A hereto which is made a part hereof and by this reference incorporated herein. ACCESS RIGHTS Right of Access Prior to Closing. After execution of this Agreement, Buyer shall have the right, along with its agents, representatives, contractors and employees, to access to the property for all purposes in connection with this Agreement, including but not limited to general inspection and examination, soil tests, borings,and surveys. Such access shall be limited to such times and instances as are reasonable and necessary for completing Buyer's feasibility study and otherwise obtaining information to satisfy outstanding contingencies and shall not unduly interfere with Seller's present use. Buyer shall indemnify Seller and hold Seller harmless from all costs, claims expense, fees or charges, however they may arise, in connection with Buyer's right to access. Buyer agrees and covenants in connection with such access and any survey, engineering, testing or other activities on the property to prevent the filing or recording of any lien or other encumbrances against the property and, in the event the property is encumbered or claim is made against Seller arising from Buyer's activities, earnest money and all other deposits made by Buyer shall be held by Escrow/Closing Agent as security for Seller's right of indemnity. ATTORNEY'S FEES If for any reason, default or otherwise, Buyer or Seller shall not fully perform any part or portion or any of the terms of this Agreement, as a result of which it becomes necessary for Buyer, Seller or Broker to employ an attorney, then the prevailing party shall be entitled to recover all of its costs, including attorney's fees, investigation fees, trial and appeal fees, collection costs, and all such other fees and expenses as may be necessary in the presentation and assertion of a claim. AUTHORIZATIONS With signature hereunder, Seller expressly warrants that it is in all respects authorized and qualified to make this Agreement and to assign such amount set out herein. Seller also certifies that it has fully read and understands the attached contract, and acknowledges receipt of a complete copy hereof. BINDING This Agreement shall be binding upon the heirs, executors, legal representatives, successors and assigns of the respective parties hereto. BROKER'S COMMISSION The parties acknowledge that ___________________________________ ("Broker"), acted as the Broker in this transaction. For services rendered in connection with the sale, Seller agrees to pay to Broker ______________________________________________________________ $___________ in U.S. funds or ________% of the total purchase price (fill in one and strike the other). Seller agrees to make a partial payment of Broker's fee, at Closing, of ________________________________ $___________ or __________% of the total purchase price. Seller assigns such amount to Broker from the proceeds of sales as part of the required funds to close this Transaction and instructs Escrow Holder Closing Agent to pay and disburse same to Broker at Closing. For the balance of Broker's fee Seller agrees to execute, prior to Closing, a promissory note secured by an assignment fee due to Broker. Broker's note shall contain the same terms as in Seller's note. As Seller receives monies on Seller's note then Broker's note shall require Seller to pay Broker _________________________________________________. If Seller's note is paid in full then Broker's note shall be paid in full. Seller hereby instructs Escrow Holder who closes this executed and dated Broker's note, record the duly executed and Broker's assigned deed of trust, and to disburse directly to Broker its cash portion of its fee upon closing of this Transaction, Seller agrees to execute and deliver into escrow, all required documents and funds as Seller in order to Close. In the event this sale fails to close and any earnest money deposits or other deposits or payments are forfeited or released to Seller's benefit as a consequence of breach or non-refundability, then same shall be paid ________ percent to Seller and ________ percent to Broker. Seller covenants and warrants that other than as provided herein it has not incurred directly or indirectly any responsibility or liability for payment on account of any real estate brokerage commission, finder's fee or other compensation for agents, brokers, salesmen or finders which liability or responsibility is payable or can be asserted against Broker. CLOSING (a) Time. This sale shall close not later than the _______ day of __________________, 19___. In the event Buyer requests an extension of time for closing in writing to Seller, such extension will be granted for ____ days but only in the event Buyer deposits with Escrow/Closing Agent the sum of $______________ for each ____ day period. Buyer shall be entitled to no more than _____ (number of extensions) such ____ day extensions of closing unless otherwise agreed in writing by Seller. Such deposits shall constitute additional earnest money under this Agreement. (b) Closing Costs and Prorates. Escrow fees shall be paid one-half each by Buyer and Seller. Real estate and personal property taxes, rent, insurance, applicable interest, assessments, water and other utilities shall be prorated as of date of closing; Provided that, deferred taxes or similar items resulting from previous optional classification of the property at other than its highest and best use shall be paid by Seller prior to closing or from the proceeds thereof by Closing Agent. Seller shall, in addition, pay applicable excise conveyance taxes, revenue stamps and recording charges in connection with the satisfaction or release of any encumbrances. Buyer shall pay all other recording costs. In the event other fees and costs in connection with closing are incurred by Closing agent on behalf of the parties, such agent is authorized to allocate or prorate them between the parties in accordance with the custom of the county in which this sale is closed unless otherwise jointly instructed by all parties. (c) Procedure. Closing shall take place at the following designated Escrow/Closing Company: ____________________________________________ (herein "Escrow/Closing Agent or Closing Agent"), located at ____________________________________________________________. In connection with closing, Seller shall execute and deposit with Closing Agent duly executed and acknowledged statutory warranty deed conveying fee simple title to the property to Buyer and execute in proper form and/or deposit such other documents necessary to satisfy encumbrances not approved by Buyer and to otherwise clear title in accordance with this Agreement, and to execute and deposit with Closing Agent any and all such other documents necessary and convenient to close this sale. In the event the cash proceeds of sale are insufficient to discharge all required encumbrances and to pay the brokerage commissions as called for herein, Seller covenants and agrees to deposit with Escrow/Closing Agent sufficient additional funds for both purposes. Buyer shall deposit in cash with Closing Agent the balance of all funds necessary to close which amount shall be equal to the down payment less cash earnest money deposits, extension payments and other credits due Buyer hereunder, plus such amounts required to be paid by Buyer in connection with recording, clearing liens attributable to Buyer's activities on the property and other items properly chargeable to Buyer hereunder, if any. Buyer, in addition agrees to execute and deposit with Closing Agent the Note and Deed and any and all documents necessary and convenient to close this sale. Closing Agent shall record or confirm with the applicable Title Company recording of documents and willingness of Title Company to issue its policy of Insurance as previously described herein and disburse proceeds of sale to Seller in accordance with this Agreement, and less Broker's commission which shall be equally disbursed to Broker at Closing. CONTINGENCIES This Agreement is conditioned upon Buyer's completion of a feasibility study, satisfactory to Buyer, within _____ days of final execution and acceptance of this Agreement by all parties. If during said feasibility study period Buyer determines, in Buyer's discretion, that said study is unsatisfactory, he may cancel his obligation to purchase herein, this Agreement will be null and void, and Buyer's earnest money deposit shall be refunded. The terms and conditions of EXHIBIT A are a part of this provision and this Agreement. DEPOSITS AND EXTENSION PAYMENTS Earnest money deposit and any additional earnest monies, whether in consideration of an extension of time or otherwise, shall be made directly to Escrow/Closing Agent. All such payments shall be held by and receipted by the Escrow/Closing Agent upon deposit. Upon the receipt by Seller of Buyer's notice that the feasibility study contingency has been waived or otherwise satisfied, all earnest money deposits and other deposits shall apply as a credit against the down payment and purchase price, subject only to the other terms and conditions of this agreement. If all conditions and contingencies are met or waived by Buyer and thereafter Buyer defaults by failing or refusing to close this sale, then all deposits and payments made hereunder shall be forfeited to Seller all liquidated damages, this Agreement shall become null and void and neither party shall have any further obligation or liability hereunder. Earnest money and other deposits shall not otherwise be released to Seller prior to closing. In the event the sale contemplated by this Agreement fails to close as a consequence of Seller's breach, Buyer may bring suit for specific performance, damages or any other remedy allowed by law. DURATION OF OFFER This offer shall remain open until ______________________ at 12:00 noon PST. If this Agreement is not accepted in writing by both parties on or prior to said date and time, then the offer shall be considered withdrawn, and neither party shall have any further obligation in connection therewith. ESCROW INSTRUCTIONS This Agreement is made this ____ day of ________, 19__ by ____________________ hereinafter referred to as _______________ and ___________________ hereinafter referred to as the ("Owner") or ("Seller"). Seller has entered into an agreement hereinafter referred to as the ("Transaction") with ________________ ____________________ hereinafter referred to as the ("Buyer"), dated ______ day of ___________19___. The Escrow holder is _____________________________________ and Seller instructs Escrow holder as provided herein. TERMS OF NOTE The Note shall have the terms, covenants, and conditions hereinafter set forth: The Note shall: (1) Be dated as of the date of Closing as described herein; and (2) Provide for _________________-______________________________ _________________________________________________________________ ____________ or more, payable with interest at the rate of __________________________; and (3) Provide that all or any part of the principal may be repaid at anytime without premium; and (4) Provide that if Buyer has not made a scheduled payment within ten days from its due date, Seller may give Buyer written notice that the payment is late, and Buyer shall have five days from receipt of notice to make the payment or Buyer shall be deemed in default under the Note and interest shall accrue at _______% per annum thereafter; and (5) Contain customary and usual provisions concerning acceleration upon default and payment of attorney's fees in connection with any enforcement proceeding; provided, however, that such clauses shall not include acceleration upon sale or subsequent encumbrance; and (6) Contain a provision limiting the remedy upon default to proceedings against the property remaining pursuant to the Deed; and (7) The Note shall be attached as EXHIBIT C hereto and made a part hereof by this reference and shall be mutually approved by the parties as follows (Delete two of the following): A. Upon the mutual acceptance of the Agreement; or B. During the Feasibility Period; or C. Upon the execution of the required closing documents prior to Closing. PARAGRAPH HEADINGS AND TABLE OF CONTENTS Paragraph headings, Summary of Offer To Buy, and Table of Contents are used for the convenience of the parties and are not deemed a part of this Agreement. LEGAL AND TAX REVIEW Seller and Buyer acknowledge that they have been advised by Broker to seek legal and tax counsel concerning this Agreement, and they acknowledge that they have had sufficient opportunity to do so prior to execution hereof. LEASES AND RENTALS Seller covenants and agrees that there are no leases or rental Agreements affecting the property, the existence and terms of which have not been fully disclosed and accepted by Buyer. Seller further covenants and agrees not to enter into or execute any lease, rental Agreement, license, or easement, nor sell, or convey any other right whatsoever with respect to the property prior to the closing of this sale without the express written consent of Buyer. NO MERGER Performance obligations under this Agreement shall not merge with the passage of title but shall continue in effect until fully performed. NOTICES Any notices to be given hereunder by either party to the other shall also be copied and given to the Broker and may be affected by personal delivery in writing in hand received, or by prepaid certified mail, return receipt requested, and shall be deemed communicated forty-eight (48) hours after mailing in the event of delivery by mailing. All notices which are mailed shall be addressed as set forth below, but each party may change its address by written notice to the other. NO VERBAL AGREEMENTS There are no verbal or other Agreements for representations by Seller, Buyer or Broker which modify, influence or affect this Agreement. This Agreement constitutes the full understanding between Seller and Buyer. OTHER ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ _____________________________________________________________. METHOD OF PAYMENT The sum of $____________ as earnest money deposit in the form of ______________ receipt of which is hereby acknowledged. Buyer and Seller authorize Broker to deposit same with Escrow/Closing Agent designated hereinafter. The earnest money deposit is subject to the contingency provisions in EXHIBIT A attached. The down payment of $_______________ less earnest money deposit herein receipted and any other payments and deposits to be credited against the purchase price, shall be paid in cash, U.S. dollars, at closing as herein defined. No deed release with down payment. The balance of the purchase price in the form of a Promissory Note "Note" to be secured by a Deed of Trust "Deed" which shall constitute a lien upon the Property, the Note and Deed to be delivered upon consummation of the Transaction through escrow as hereinafter provided and shall include terms, covenants and conditions as set forth in EXHIBIT A hereto and which is made a part hereof and by this reference incorporated herein. POSSESSION AND CLOSING Buyer shall have possession of the property upon closing of this sale. Closing shall mean the time and day when: (a) All funds necessary have been deposited with Escrow/Closing Agent in the form of cash, certified or cashier's check; and (b) All documents necessary and convenient to the transaction have been duly executed by all parties and either recorded by Escrow/Closing Agent, or said agent has received confirmation from Title company of such recording; and (c) Escrow/Closing Agent has received confirmation of Title Company's readiness to issue its policy of insurance on Buyer's behalf insuring Buyer's title according to its Preliminary Commitment and including only such exceptions as set forth and allowed herein; and (d) Escrow/Closing Agent disburses funds in accordance with this Agreement and escrow instruction executed by the parties. PROPERTY SIZE AND SURVEY It is understood and agreed that the size of the property set forth hereinabove may not be precise. This Agreement is for the purchase of _____________ square feet of property. In the event the survey discloses an area greater or smaller than such amount, the purchase price shall be adjusted up or down, as the case may be, at the rate of $____________ per square foot. Prior to closing, Seller shall furnish at Seller's expense a certified and recorded survey of the property from a licensed surveyor or professional engineer. Such survey shall be in a form satisfactory to Title Company, including a legal description, statement of area in both acreage and square footage to three decimal places, in order that Title Company will issue its Policy as provided herein to Buyer upon closing. Upon Notice in writing to Seller, Buyer may order such survey for his convenience, uses and purposes, and the cost of same shall be a credit to Seller against the purchase price at closing. PURCHASE PRICE The total purchase price is $____________________________. COOPERATION OF SELLER It is understood that Buyer's feasibility study and/or contemplated use of the property may require approval of applicable government entitles. Seller agrees to cooperate with Buyer in joining in and executing any necessary documents in connection with submission of such applications, whether for planning, zoning or otherwise. All costs in connection with such application shall be Buyer's sole responsibility and Buyer shall hold Seller harmless from any costs, fees, or expenses in connection therewith. SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement on the date written below. AGREED BY: SELLER: By:__________________________________Date:___________________ Title: __________________________________Date:___________________ Title: __________________________________Date:___________________ Title: __________________________________Date:___________________ Title: BUYER: By:__________________________________Date:___________________ Title: __________________________________Date:___________________ Title: __________________________________Date:___________________ Title: __________________________________Date:___________________ Title: BROKER: By:__________________________________Date:___________________ __________________________________Date:___________________ TERMINATION Upon Buyer's written notification to Seller that Buyer is satisfied with his feasibility studies, and upon the payment of its deposit, Seller shall execute and Buyer may deliver to escrow and Escrow/Closing Agent shall record a memorandum of this Agreement. Said recording shall not include any dollar amounts contained in this Agreement. Simultaneous with said memorandum Buyer shall execute, acknowledge and deliver to escrow a release, quit claim deed, or any other document required by Title Company to verify on record in case of termination of this Agreement. Buyer further agrees, in case of termination, to deliver within ten days of seller's written request, one copy each, if any, of studies, test, surveys, plans or reports completed on the property. TERMS OF DEED OF TRUST The Deed Shall: (1) Provide that it secures payment of the Note; and (2) Be dated and delivered through escrow upon the date of delivery of the Warranty Deed for the Property from Seller to Buyer as herein provided; and (3) Constitute a lien upon title to the Property subject and subordinate to only those exceptions as are acceptable to Buyer; and (4) Provide that the Trustee under the Deed is authorized and directed, without the need for further authorization from Seller to release property from the Deed upon written request of the owner and payment of the release price. The release price per square foot of land released shall equal $_______________ per square foot. All principal payments made under the Note secured by the Deed that do not accompany a request for release price payable in connection with the first request for release made by the Buyer (or its successor in interest) following such payment. At such time that Buyer has fulfilled its obligation under the Note, any of the property remaining not yet Deed Released shall then be released by Buyer; and (5) Otherwise be in a form customarily used by an established and reputable title insurer maintaining a place of business in _________________________ County, ______________________________; provided, however, that the Deed shall not contain a clause authorizing acceleration upon sale or subsequent encumbrance; and (6) The Trustee shall be _______________________________________ ________________________________ (Company name and address). TIME IS OF THE ESSENCE Time is of the essence throughout this Agreement, and shall be of the essence in any Agreement arising from or in connection herewith. CONDITION OF TITLE Title to the property shall be free and clear of all encumbrances or defects except: _____________________________________________. Rights reserved in federal patents or state deeds, building or use restrictions general to the area, other than government planning and subdivision requirements, utility easements not inconsistent with Buyer's intended use and reserved oil and/or mining rights shall not be deemed encumbrances or defects. Encumbrances to be discharged by Seller shall be paid from purchase money on the date of closing. Seller agrees to immediately apply for and deliver to Buyer within 10 days from final execution and acceptance of this Agreement a Preliminary Commitment for an ALTA Owner's Standard or ALTA Owner's Extended Coverage Policy of Title Insurance to be issued by ________________________________ (hereinafter "Title Company") covering the property. Seller warrants and agrees not to cause or allow any additional encumbrances to be recorded or otherwise placed against the property, where such would constitute an additional exception to title in a preliminary Commitment for Title Insurance, from final acceptance hereof until closing, unless agreed to in writing by Buyer. TITLE INSURANCE Seller shall furnish Buyer, at Seller's expense, the title insurance described hereinabove at closing. Such policy shall contain only those exceptions set forth herein or otherwise agreed to in writing by Buyer. In the event Buyer desires to have an ALTA Owner's Extended Coverage Policy in connection with this sale, Buyer shall pay the difference between a standard form in premium occasioned thereby.