Contract for Purchase and Sale

____________________(1)_____________________________, as
"Seller", of  ______________(2)_________________, Phone:
______________(3)_________________ and
______________(4)___________________ as "Buyer" of
_______________(5)_______________, Phone:
_______(6)__________, hereby agree that the Seller shall sell
and Buyer shall buy the


a)   Legal description of real estate ("Property") located in
_______(7)________ County, _______(8)_________:

b)   Street address, if any, of the Property being conveyed

c)   Personal property including all buildings and
improvements on the property and all right, title and interest
of Seller in and to adjacent streets, roads, alleys and
rights-of-way, and:

II.  PURCHASE PRICE      $_______(9)______


a)   Cash Deposit(s) to be held in escrow by
_____________(10)________________ in the amount of
$______(11)______ and promissory note to be held in same
escrow as additional earnest Buyer's default in the amount of

b)   Subject to assumption of Mortgage in favor or
________(13)__________ bearing interest at ___(14)____% per
annum and payable as to principal and interest
$_____(15)______ per month, having an approximate present
principal balance of $______(16)______

c)   Purchase money mortgage and note bearing interest at
___(17)___% on terms set forth herein below, in the principal
amount of $______(18)______

d)   Other: ________(19)______________________________

e)   Balance to close, (U.S. Cash, certified or cashier's
check) subject to  adjustments and prorations

TOTAL $______(22)______

f)   All funds held in escrow shall be placed in an interest
bearing account at the direction of Buyer, with interest
accruing to the benefit of Buyer and either applied toward the
purchase price at closing or returned to Buyer in the event
and for any reason the transaction does not close.

III. FINANCING: If the purchase price or any part thereof is
to be financed by a third party loan, this Contract for Sale
and Purchase ("Contract"), is conditioned upon the Buyer
obtaining a firm commitment for said loan within ___(23)__
days from the date hereof, at an interest rate not to exceed
_(24)_ percent (____%); of __(25)__ years; and in the
principal amount of $_______(26)_______. Buyer agrees to make
application for, and to use reasonable diligence to obtain
said loan. Should Buyer fail to obtain same or to waive
Buyer's rights hereunder within said time, Buyer may cancel

IV.  TITLE EVIDENCE: Within twenty (20) days from the date of
Contract, Seller shall, at his expense, deliver to Buyer or
his attorney, in accordance with Paragraph XI, a title
insurance commitment with fee owner's title policy premium to
be paid by Seller at closing.

not executed by both of the parties hereto on or before
____(27)_____, the aforesaid deposit(s) shall be, at the
option of the Buyer, returned to him and this offer shall
thereafter be null and void. The date of Contract ("Effective
Date") shall be the date when the last one of the Seller and
Buyer has signed this offer.

VI. CLOSING DATE: This transaction shall be closed and the
deed and other closing papers delivered on the __(28)__ day of
_____(29)______, 19_(30)_, unless extended by other provisions
of Contract, or by written agreement of the Parties.

take title subject only to: Zoning, restrictions, prohibitions
and other requirements imposed by governmental authority;
Restrictions and matters appearing on the plat or otherwise
common to the subdivision; Public utility easements of record;
Taxes for year of closing and subsequent years, assumed
mortgages and purchase money mortgages, if any; other:
______(31)_____________________________ provided, however,
that none of the foregoing shall prevent use of the property
for the purpose of ________(32)__________.

VIII. OCCUPANCY: Seller represents that there are no parties
in occupancy other than Seller, but if Property is intended to
be rented or occupied beyond closing, the fact and terms
thereof shall be stated herein, and the tenant(s) shall be
disclosed pursuant to Paragraph XVII. Seller agrees to deliver
occupancy of Property at time of closing unless otherwise
specified below.

IX.  ASSIGNABILITY: Buyer may assign this Contract.

handwritten provisions inserted herein or attached hereto as
Addenda shall control all printed provisions in conflict

XI.  EVIDENCE OF TITLE: Within twenty (20) days from the date
hereof, Seller, at Seller's sole cost and expense, shall cause
a title insurance company mutually acceptable to the Parties
("Title Company") to issue and deliver to Buyer an ALTA Form B
title commitment ("Title Commitment") accompanied by one copy
of all documents affecting the Property, and which constitute
exceptions to the Title Commitment. Buyer shall give Seller
written notice on or before twenty (20) days from the date of
receipt of the Title Commitment, if the condition of title as
set forth in such Title Commitment and survey is not
satisfactory in Buyer's sole discretion. In the event that the
condition of title is not acceptable, Buyer shall state which
exceptions to the Title Commitment are unacceptable. Seller
shall, at its sole cost and expense promptly undertake and use
its best efforts to eliminate or modify all unacceptable
matters to the reasonable satisfaction of Buyer. In the event
Seller is unable with the exercise of due diligence to satisfy
said objections within thirty (30) days after said notice,
Buyer may, at its option: (i) extend the time period for
Seller to satisfy said objections, (ii) accept title subject
to the objections raised by Buyer, without an adjustment in
the purchase price, in which event said objections shall be
deemed to be waived for all purposes, or (iii) rescind this
Agreement, whereupon the deposit described herein shall be
returned to Buyer and this Agreement shall be of no further
force and effect.

Buyer within twenty (20) days from execution hereof a
statement from all mortgagee(s) setting forth principal
balance, method of payment, interest rate and whether the
mortgage(s) is in good standing. If a mortgage requires
approval of the Buyer by the mortgagee in order to avoid
default, or for assumption by the Buyer of said mortgage, and:

a)   the mortgagee does not approve the Buyer, the Buyer may
rescind the contract, or

b)   the mortgagee requires an increase in the interest rate
or charges a fee for any reason in excess of $500.00, the
Buyer may rescind the Contract unless Seller elects to pay
such increase or excess. Seller and Buyer each shall pay 50%
of any such fee. Buyer shall use reasonable diligence to
obtain approval. The amount of any escrow deposits held by
mortgagee shall be credited to Seller.

XIII. PURCHASE MONEY MORTGAGES: The purchase money note and
mortgage, if any, shall provide for a thirty (30) day grace
period in the event of default if it is a first mortgage and a
15 day grace period in the event of default if a second
mortgage; shall provide for right of prepayment in whole or in
part without penalty; shall be assumable and shall not provide
for acceleration or interest adjustment in event of resale of
the Property. Said mortgage shall require the owner of the
encumbered Property to keep all prior liens and encumbrances
in good standing.

XIV. CURRENT SURVEY: Within fifteen (15) days from the date
hereof, Seller, at Seller's sole cost and expense, shall
furnish a current survey of the Property prepared and
certified by a duly registered Land Surveyor. The survey as to
the Property shall:

a)   Set forth an accurate legal description; and

b)   Locate all existing easements and rights-of-way (setting
forth the book and page number of the recorded instruments
creating the same), alleys, streets, and

c)   Show any encroachments; and

d)   Show all existing improvements (such as buildings, power
lines, fences, etc.); and

e)   Show all dedicated public streets provided access and
whether such access is paved to the property line; and

f)   Show the location of any easements necessary for the
furnishing of off-site improvements; and

g)   Be certified to the Seller, the Buyer, the Title Company
and any lender that may be involved in the transaction.

In the event the survey or the recertification thereof shows
any encroachments of any improvements upon, from, or onto the
Property, or on or between any building set-back line, a
property line, or any easement, except those acceptable to
Buyer, in Buyer's sole discretion, said encroachment shall be
treated in the same manner as a title defect under the
procedure set forth of notice thereof with

XV.  TERMITES: The Buyer, within time allowed for delivery of
evidence of title and examination thereof, or no later than
ten (10) days prior to closing, whichever date occurs last,
may have the improvements inspected at Buyer's expense by a
certified pest control operator to determine whether there is
any visible active termite infestation or visible existing
damage from termite infestation in the improvements. If Buyer
is informed of either or both of the foregoing, Buyer will
have ten (10) days from date of notice thereof within which to
have all damages, whether visible or not, inspected and
estimated by a licensed building or general contractor. Seller
shall pay valid costs for treatment and repair of all damage
up to 1 1/2% of Purchase Price. Should such costs exceed that
amount, Buyer shall have the option of cancelling Contract
within five (5) days after receipt of contractor's repair
estimate by giving written notice to Seller, or Buyer may
elect to proceed with the transaction, in which event Buyer
shall receive a credit at closing of an amount equal to 1 1/2%
of said Purchase Price. "Termites" shall be deemed to include
all wood destroying organisms.

XVI. INGRESS AND EGRESS: Seller warrants that there is ingress
and egress to the Property sufficient for the intended use as
described in Paragraph VII hereof the title to which is in
accordance with Paragraph XI above.

XVII. LEASES: Seller shall, not less than fifteen (15) days
prior to closing, furnish to Buyer copies of all written
leases and estoppel letters from each tenant (if any)
specifying the nature and duration of said tenant's occupancy,
rental rates and advanced rent and security deposits paid by
tenant. In the event Seller is unable to obtain such letter
from each tenant, the same information shall be furnished by
Seller to Buyer within said time period in the form of a
Seller's affidavit, and Buyer may thereafter contact tenants
to confirm such information. Seller shall deliver and assign
all original leases to Buyer at closing.

XVIII. LIENS: Seller shall, both as to the Property and
personalty being sold hereunder, furnish to Buyer at time of
closing an affidavit attesting to the absence, unless
otherwise provided for herein, of any financing statements,
claims of lien or potential lienors known to Seller and
further attesting that there have been no improvements to the
Property for ninety (90) days immediately preceding date of
closing. If the property has been improved within said time,
Seller shall deliver releases or waivers of all mechanic's
liens, executed by general contractors, subcontractors,
suppliers, and materialmen, in addition to Seller's lien
affidavit setting forth the names of all such general
contractors, subcontractors, suppliers and materialmen and
further reciting that, in fact, all bills for work to the
Property which could serve as a basis for a mechanic's lien
have been paid or will be paid at closing.

XIX. PLACE OF CLOSING: Closing shall be held in the county
wherein the Property is located, at the office of the attorney
or other closing agent designated by Buyer; provided, however,
that if a portion of the purchase price is to be derived from
an institutional mortgagee, the requirements of said mortgagee
as to time of day, place and procedures for closing, and for
disbursement of mortgage process, shall control, anything in
this contract to the contrary notwithstanding.

XX. TIME: Time is of the essence of this Contract. Any
reference herein to time periods of less than six (6) days
shall in the computation thereof, exclude Saturdays, Sundays
and legal holidays, and any time period provided for herein
which shall end on a Saturday, Sunday or legal holiday shall
extend to 5:00 p.m. of the next business day.

XXI. DOCUMENTS FOR CLOSING: Seller shall furnish deed, closing
statement, mechanic's lien affidavit, assignments of leases,
and any corrective instruments that may be required in
connection with perfecting the title. Buyer shall furnish
mortgage, mortgage note, security agreement, and financing

XXII.EXPENSES: State documentary stamps which are required to
be affixed to the instrument of conveyance, intangible tax on
and recording of purchase money mortgage to Seller, and cost
of recording any corrective instruments shall be paid by
Seller.  Documentary stamps to be affixed to the note or notes
secured by the purchase money mortgage, cost of recording the
deed and financing statements shall be paid by Buyer.

XXIII. PRORATION OF TAXES: Taxes for the year of the closing
shall be prorated to the date of closing. If the closing shall
occur before the tax rate is fixed for the then current year,
the apportionment of taxes shall be upon the basis of the tax
rate of the preceding year applied to the latest assessed
valuation.  Subsequent to the closing, when the tax rate is
fixed for the year in which the closing occurs, Seller and
Buyer agree to adjust the proration of taxes and, if
necessary, to refund or pay, as the case may be, an amount
necessary to effect such adjustments. This provision shall
survive closing.

that all major appliances, heating, cooling, electrical,
plumbing systems, and machinery are in working condition as of
six (6) days prior to closing. Buyer may, at his expense, have
inspections made of said items by licensed persons dealing in
the repair and maintenance thereof, and shall report in
writing to Seller such items as found not in working condition
prior to taking of possession thereof, or six (6) days prior
to closing, whichever is first. Unless Buyer reports failures
within said period, he shall be deemed to have waived Seller's
warranty as to failures not reported. Valid reported failures
shall be corrected at Seller's cost with funds therefore
escrowed at closing. Seller agrees to provide access for
inspection upon reasonable notice.

XXV. RISK OF LOSS: If the improvements are damaged by fire or
other casualty prior to closing, and the costs of restoring
same does not exceed 3% of the assessed valuation of the
improvements so damaged, cost of restoration shall be an
obligation of the Seller and closing shall proceed pursuant to
the terms of Contract with costs therefor escrowed at closing.
In the event   the cost of repair or restoration exceeds 3% of
the assessed valuation of the improvements so damaged, Buyer
shall have the option of either taking the Property as is,
together with either the said 3% or any insurance proceeds
payable by virtue of such loss or damage, or of cancelling the
Contract and receiving return of deposit(s) made hereunder.

XXVI. MAINTENANCE: Notwithstanding the provisions of Paragraph
XXIV, between Effective Date and Closing Date, all personal
property on the premises and real property, including lawn,
shrubbery and pool, if any, shall be maintained by Seller in
the condition they existed as of Effective Date, ordinary wear
and tear excepted, and Buyer or Buyer's designee will be
permitted access for inspection prior to closing in order to
confirm compliance with this standard.

be recorded upon clearance of funds and evidence of title
continued at Buyer's expense, to show title in Buyer, without
any encumbrances or change which would render Seller's title
unmarketable from the date of the last evidence, and the cash
proceeds of sale shall be held in escrow by Seller's attorney
or by such other escrow agent as may be mutually agreed upon
for a period of not longer than five (5) days from and after
closing date. If Seller's title is rendered unmarketable,
Buyer shall within said five (5) day period, notify Seller in
writing of the defect and Seller shall have thirty (30) days
from date of receipt of such notification to cure said defect.
In the event Seller fails to timely cure said defect, all
monies paid hereunder shall, upon written demand therefor and
within five (5) days thereafter, be returned to Buyer and,
simultaneously with such repayment, Buyer shall vacate the
Property and reconvey same to the Seller by special warranty
deed. In the event Buyer fails to make timely demand for
refund, he shall take title as is, waiving all rights against
Seller as to such intervening defect except as may be
available to Buyer by virtue of warranties, if any, contained
in deed.

XXVIII. ESCROW: Any escrow agent receiving funds is authorized
and agrees by acceptance thereof to promptly deposit and to
hold same in escrow and to disburse same subject to clearance
thereof in accordance with terms and conditions of Contract.
Failure of clearance of funds shall not excuse performance by
the Buyer.

XXIX. ATTORNEY FEES AND COSTS: In connection with any
litigation including appellate proceedings arising out of this
Contract, the prevailing party shall be entitled to recover
reasonable attorney's fees and costs.

XXX.(a) DEFAULT BY SELLER: In the event that Seller should
fail to consummate the transaction contemplated herein for any
reason, except Buyer's default; (i) Buyer may enforce specific
performance of this Agreement in a court of competent
jurisdiction and in such action shall have the right to
recover damages suffered by Buyer by reason of the delay in
the acquisition of the Property, or (ii) may bring suit for
damages for breach of this Agreement, in which event, the
deposit made hereunder shall be forthwith returned to Buyer,
or (iii) declare a default, demand and receive the return of
the deposit. All rights, powers, options or remedies afforded
to Buyer either hereunder or by law shall be cumulative and
not alternative and the exercise of one right, power, option
or remedy shall not bar other rights, powers, options or
remedies allowed herein or by law.

XXX.(b) DEFAULT BY BUYER: In the event Buyer should fail to
consummate the transaction contemplated herein for any reason,
except default by Seller or the failure of Seller to satisfy
any of the conditions to Buyer's obligations, as set forth
herein, Seller shall be entitled to retain the earnest money
deposit, such sum being agreed upon as liquidated damages for
the failure of Buyer to perform the duties and obligations
imposed upon it by the terms and provisions of this Agreement
and because of the difficulty, inconvenience and uncertainty
of ascertaining actual damages, and no other damages, rights
or remedies shall in any case be collectible, enforceable or
available to Seller other than as provided in this Section,
and Seller agrees to accept and take said deposit as Seller's
total damages and relief hereunder in such event.

NOTICE:  Upon the expiration of the inspection period
described in paragraph XXXVI, if Buyer has elected to proceed
with purchase of the property, the parties shall cause to be
recorded, at Buyer's option and expense, in the public records
of the county in which the property is located, an executed
Memorandum of Contract as attached hereto. This Contract shall
bind and inure to the benefit of the Parties hereto and their
successors in interest. Whenever the context permits, singular
shall include plural and one gender shall include all. Notice
given by or to the attorney for either party shall be as
effective as if given by or to said party.

XXXII. PRORATIONS AND INSURANCE: Taxes, assessments, rent,
interest, insurance and other expenses and revenue of the
Property shall be prorated as of date of closing. Buyer shall
have the option of taking over any existing policies of
insurance on the Property, if assumable, in which event
premiums shall be prorated.  The cash at closing shall be
increased or decreased as may be required by said prorations.
All references in Contract to prorations as of date of closing
will be deemed "date of occupancy" if occupancy occurs prior
to closing, unless otherwise provided for herein.

XXXIII. CONVEYANCE: Seller shall convey title to the Property
by statutory warranty deed subject only to matters contained
in Paragraph VII hereof and those otherwise accepted by Buyer.
Personal property shall, at the request of Buyer, be conveyed
by an absolute bill of sale with warranty of title, subject to
such liens as may be otherwise provided for herein.

XXXIV. UTILITIES: Seller shall, at no expense to Seller,
actively work with Buyer to assist Buyer in obtaining
electricity, water, sewage, storm drainage, and other utility
services for development of the Property.

hereof, Seller shall furnish to Buyer all engineering plans,
drawings, surveys, artist's renderings and economic and
financial studies which Seller has, if any, relating to the
Property, and all such information may be used by Buyer in
such manner as it desires; provided that in the event Buyer
fails to purchase the Property for any reason other than
Seller's default, all such information shall be returned to
Seller together with any information that Purchaser may have
compiled with respect to the Property.

XXXVI. INSPECTION OF PROPERTY: Buyer shall have sixty (60)
days from the date hereof to determine the elevation, grade,
and topography of the Property and to conduct engineering and
soil boring tests as the Buyer deems necessary in order to
determine the usability of the Property. Buyer may in its sole
and absolute discretion, give notice of termination of this
Agreement at any time prior to the expiration of the sixty
(60) day inspection period, and upon such termination, all
deposits held in escrow shall be returned to Buyer.

XXXVII. PENDING LITIGATION: Seller warrants and represents
that there are no legal actions, suits or other legal or
administrative proceedings, including cases, pending or
threatened or similar proceedings affecting the Property or
any portion thereof, nor has Seller knowledge that any such
action is presently contemplated which might or does affect
the conveyance contemplated hereunder.

representations and warranties set forth in this Contract
shall be continuing and shall be true and correct on and as of
the closing date with the same force and effect as if made at
that time, and all of such representations and warranties
shall survive the closing and shall not be affected by any
investigation, verification or approval by any party hereto or
by anyone on behalf of any party hereto.

XXXIX. ACQUIRING APPROVALS: The obligation of Buyer to close
is conditioned upon Buyer's having acquired all the necessary
approvals and permits to use the property for

XL. OTHER AGREEMENTS: No prior or present agreements or
representations shall be binding upon any of the Parties
hereto unless incorporated in this Contract.  No modification
or change in this Contract shall be valid or binding upon the
Parties unless in writing, executed by the Parties to be bound

XLI. SPECIAL CLAUSES: ______________(34)________________


Witnesses:                Executed by Buyer on: __(35)__

____________(36)___________   ___________(37)___________


____________(36)___________   ___________(38)___________


                          Executed by Seller on: __(35)_

____________(36)___________   ___________(39)___________


Deposit(s) under II (a) received; if check, subject to
clearance, and terms hereof are accepted.

(Escrow Agent)

BROKERAGE FEE: Seller agrees to pay the registered real estate
Broker named below, at time of closing, from the disbursements
of the proceeds of sale, compensation in the total amount of
_(42)_ percent (_____%) of gross purchase price of
$___(43)_____ for his services in effecting the sale by
finding a Buyer, ready, willing and able to purchase pursuant
to the foregoing Contract.  In the event Buyer fails to
perform and deposit(s) is retained, 50% thereof, but not
exceeding the Broker's fee above computed, shall be paid to
the Broker as full consideration for Broker's services
including costs expended by Broker, and the balance shall be
paid to Seller. If the transaction shall not be closed because
of refusal or failure of Seller to perform, the Seller shall
pay said fee in full to Broker on demand. Seller agrees to
indemnify, defend and hold Buyer harmless from and against all
claims or demands with respect to any brokerage fees or
agent's commissions or other compensation asserted by any
person or entity in connection with this agreement or the
transaction contemplated herein.

__________(44)____________   ____________(39)___________
Broker                       Seller



The information in this document is designed to provide an outline that you can follow when formulating business or personal plans. Due to the variances of many local, city, county and state laws, we recommend that you seek professional legal counseling before entering into any contract or agreement.

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