ADDENDUM LANGUAGE



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SAMPLE

ADDENDUM LANGUAGE

FOR USE WITH

PURCHASE AND SALE

AGREEMENT

DISCLAIMER

The following clauses may be useful to modify a Purchase and Sales Agreement.

We have not reviewed your State Laws and do not know if any State or Federal Law would affect the intention of the clauses herein contained. We recommend that you consult with an attorney from your state to modify these clauses for use within your state.

TABLE OF CONTENTS

Clause Addendum Language page

1 INSPECTION 1

2 INSPECTION CLAUSE 1

3 PURCHASER’S OFFER NOT CONTINGENT ON FINANCIAL RECORDS 1

4 PURCHASING BUSINESS NOT SUBJECT TO FINANCIAL RECORDS 2

5 SELLER’S WARRANTY OF INCOME, EXPENSES & OPERATIONS 2

6 LIST OF CREDITORS AND DISBURSEMENT OF FUNDS 3

7 DISBURSEMENT OF FUNDS TO CREDITORS 3

8 DISBURSEMENT OF FUNDS TO SELLER 3

9 SUBJECT TO ASSIGNMENT OF LEASE 3

10 SUBJECT TO A NEW LEASE 3

11 NOT SUBJECT TO A LEASE 4

12 NON-COMPETE – INDIVIDUAL 5

13 NON-COMPETE – LEGAL ENTITY SELLER 5

14 SELLER’S APPROVAL OF PURCHASER’S FINANCIAL STATEMENT 5

15 PURCHASER’S FINANCIAL STATEMENT INCLUDED 5

16 PURCHASER’S WARRANTY FINANCIAL STATEMENT & AUTHORITY 6

17 HANDLE EMPLOYEE BENEFITS OUTSIDE OF ESCROW 6

18 PURCHASE PRICE 6

19 ADDITIONAL EARNEST MONEY DEPOSIT 7

20 ALLOCATION OF PURCHASE PRICE 7

Clause Addendum Language page

21 SUBJECT TO FINANCING 8

22 ESCAPE "BUMP" CLAUSE 8

23 CONTINGENT UPON APPROVAL BY THIRD PARTY 8

24 CONtINGent UPON APPRoVAL OF PURCHers & SELLER’S ATTORNEY 8

25 CONTINGENT UPON OTHER CONDITIONS 9

26 CREDIT REPORT 9

27 SUBJECT TO LIQUOR LICENSE 9

28 LIQUOR LICENSE TO BE TRANSFERRED OUTSIDE OF ESCROW 10

29 SUBJECT TO FRANCHISE LICENSE TRANSFER 10

30 EXISTING ENCUMBRANCE TO REMAIN 11

31 EXISTING ENCUMBRANCES 11

32 ADJUSTMENT 11

33 ADJUSTMENT CLAUSE 12

34 SELLER TO GRANT POSSESSION PRIOR TO ESCROW 12

35 POSSESSION BEFORE LIQUOR LICENSE TRANSFER 12

36 TRAINING PERIOD 13

37 TRAINING BEFORE CLOSING 13

38 PURCHASER TO ASSUME ACCOUNTS PAYABLE 13

39 ACCOUNTS RECEIVABLE INCLUDED IN PURCHASE PRICE 14

40 VARIANCE OF REC/PAY: ADJUSTMENT OF PURCHASE PRICE 14

41 WORK IN PROCESS 14

42 INVENTORY INCLUDED 15

43 INVENTORY INCLUDED 15

Clause Addendum Language page

44 INVENTORY INCLUDED 15

45 INVENTORY INCLUDED 15

46 MINIMUM INVENTORY 15

47 PURCHASE OF VIDEO STORE -RENTAL TAPE STORE 16

48 BINDING ARBITRATION 16

49 INDEMNITY OF SELLER'S WARRANTY TO CUSTOMERS 16

50 ASSET PURCHASE AND SALE AGREEMENT REWRITTEN 16

51 ADDITIONAL SECURITY 17

52 AMENDMENT TO SECURITY AGREEMENT 17

53 CONSENT TO SELL 17

54 CONSENT TO SELL 17

55 BANKRUPTCY 18

56 BACK UP 18

57 MORE THAN ONE OFFER 18

58 ONE COUNTEROFFER 18

59 COUNTEROFFER TO THIRD PARTY 19

60 TRIAL PERIOD BEFORE CLOSING 19

61 PURCHASING EQUIPMENT ONLY IN AN "AS IS" CONDITION 19

62 PURCHASING CLOSED BUSINESS 20

63 PAYMENT SCHEDULE FOR STEP PAYMENTS 20

64 SUBORDINATION AGREEMENT 20

65 YELLOW PAGE ADVERTISING CONTRACT 20

66 UNDERGROUND STORAGE TANKS 21

Clause Addendum Language page

67 REAL PROPERTY PURCHASE AGREEMENT 21

68 REAL PROPERTY PURCHASE AGREEMENT 21

69 REAL PROPERTY PURCHASE AGREEMENT 22

70 REAL PROPERTY PURCHASE AGREEMENT 22

71 REAL PROPERTY LEASE OPTION 22

72 CROSS DEFAULT 22

73 FIRST RIGHT OF REFUSAL CLAUSE FOR LEASE 23

ADDENDUM LANGUAGE

|CLAUSE |ADDENDUM LANGUAGE |

| |INSPECTION |

| |Financial Records; Purchaser must remove contingency |

| | |

| |FINANCIAL REVIEW. This agreement is contingent upon Purchaser’s final inspection and approval of subject financial records pertaining |

| |to the operation thereof within * days from mutual acceptance of this agreement, and failure of the Purchaser to remove this |

| |contingency in writing within said * day period shall render this agreement null and void and earnest money deposit shall be returned |

| |to Purchaser. Seller covenants to make said financial records available to Purchaser for his inspection during said * day period. |

| |INSPECTION |

| |Financial Records; Purchaser to write disapproval or offer becomes binding – do not use with first time buyer. |

| | |

| |FINANCIAL REVIEW. This agreement is contingent upon Purchaser’s final inspection of subject financial records pertaining to the |

| |operation thereof within * days from mutual acceptance of this agreement, and in the event the Purchaser does not notify in writing his|

| |disapproval of subject financial records with * days of mutual acceptance, it shall be deemed that Purchaser has approved said records |

| |and this agreement shall continue in its full force and effect. Seller agrees to make subject records available to Purchaser for his |

| |inspection during said * day period. |

| |PURCHASER’S OFFER NOT CONTINGENT ON FINANCIAL RECORDS |

| | |

| |FINANCIAL REVIEW. Purchaser herein has inspected subject financial records pertaining to the business operation thereof, has made an |

| |independent verification as deemed necessary of said information, approved same, recognizes that the operation of the business |

| |contemplated here involves business risk, and that its success will be largely dependent upon the ability of Purchaser. Purchaser’s |

| |investigation and analysis of subject business having been favorably concluded we hereby approve the same with the clear and distinct |

| |understanding that all profits are future. Purchaser understands and agrees that broker or his agent have no knowledge of the accuracy|

| |of the information supplied and makes no warranty, expressed or implied as to such information. Purchaser agrees that brokers or his |

| |agent is not responsible for the accuracy of the any information received and hold broker harmless from any claims or damages resulting|

| |from its use and therefore have looked only to seller and Purchaser’s own investigation. |

|CLAUSE |ADDENDUM LANGUAGE |

| |PURCHASING BUSINESS NOT SUBJECT TO FINANCIAL RECORDS |

| |Purchasing “AS IS” all equipment warranted to be in working order. |

| | |

| |PURCHASING “AS IS”. This business is being sold to Purchaser “AS IS” and not on an inspection of the records of income or expenses. |

| |Purchaser recognizes that the operation of the business contemplated herein involves business risk, and that its success will be |

| |largely dependent upon the ability of Purchaser. Purchaser has satisfied himself with his ability to conduct same, and herby purchases|

| |said business with the clear and distinct understanding that all profits are future. |

| |SELLER’S WARRANTY OF INCOME, EXPENSES & OPERATIONS |

| | |

| |SELLER WARRANTIES. Seller hereby represents and warrants to Purchaser as follows: |

| | |

| |That the financial statements and any other financial records which Seller has provided to Purchaser are true and correct in every |

| |respect and fairly present the financial position of Seller as of the dates thereof; and there have been no material changes in |

| |Seller’s financial position since the dates thereof. This warranty and representation need not be set forth in the Note and Security |

| |Agreement provided for herein to be executed at the time of closing, but shall survive closing. |

| | |

| |That Seller will continue to conduct business as he/she is presently conducting same and will not take any action; make any sales, |

| |loans, or liquidations outside the ordinary course of business; alter any business practical change business hours from hours presently|

| |operation; or enter into any unusual transactions that is likely to have any adverse affect on the value of the business, the financial|

| |position of the Purchaser or the business upon transfer of the business until such time as the Purchaser takes possession of same. |

| |LIST OF CREDITORS AND DISBURSEMENT OF FUNDS |

| | |

| |Seller agrees to execute and deliver to Purchaser, at settlement, a complete and accurate list of all creditors of Seller, and all |

| |persons or entities who have asserted a claim against Seller (hereinafter “List of Creditors”), together with the correct business |

| |address of each and the amounts owed or claimed. |

| | |

| |Escrow holder is authorized to disburse the sale proceeds held in escrow trust account, first to costs of closing and pro-rations, as |

| |shown on the closing statements, then only to the following priority creditors: **State excise taxes, Employment Security taxes, Labor|

| |and Industries taxes, personal property taxes, utility companies, telephone company, landlord, as shown the List of Creditors, and the |

| |balance of the funds shall be disbursed to Seller. (** List of Creditors unique). |

|CLAUSE |ADDENDUM LANGUAGE |

| |DISBURSEMENT OF FUNDS TO CREDITORS |

| | |

| |Escrow holder is authorized to disburse the sale proceeds held in the escrow trust account, first to costs of closing and pro-rations, |

| |as shown on the closing statements, then to all creditors shown on the List of Creditors and the balance of the funds shall be |

| |disbursed to Seller. |

| |DISBURSEMENT OF FUNDS TO SELLER |

| | |

| |Escrow holder is authorized to disburse the sale proceeds held in the escrow trust account, first to costs of closing and pro-rations, |

| |as shown on the closing statement, then the balance to the funds shall be disbursed to Seller. |

| |SUBJECT TO ASSIGNMENT OF LEASE |

| | |

| |ASSIGNMENT OF LEASE. This agreement is subject to Purchaser obtaining a valid assignment of the existing lease; with a current base |

| |rent of $* per month for a remaining period of * years; with a renewal option of * years by the date of closing. Seller herby agrees |

| |to make best efforts to deliver said assignment and if landlord refuses to consent to a lease assignment then Purchaser shall be |

| |relieved from its purchase agreement hereunder and earnest money deposit shall be returned to Purchaser. A true copy of the existing |

| |lease is attached hereto. Purchaser does acknowledge that he/she has examined said lease, does accept the terms and conditions thereof|

| |and agrees to execute an assumption of said lease. |

| |SUBJECT TO A NEW LEASE |

| |Closing subject to negotiating a new lease |

| | |

| |NEW LEASE. This agreement is subject to Purchaser obtaining a new lease for a period of * years at a monthly rental rate of $*, with |

| |additional terms of * within * days of mutual acceptance. Failure of the landlord to deliver to Purchaser such a lease shall, at |

| |Purchaser’s option, relieve Purchaser from this agreement hereunder, in which event all funds deposited by Purchaser shall, at |

| |Purchaser’s option, be returned to Purchaser. |

| |NOT SUBJECT TO A LEASE |

| |Purchaser to negotiate new lease outside of escrow |

| | |

| |NO LEASE REQUIRED. The parties hereto agree that a new lease for a period of * years at a monthly rental rate of * is to be negotiated|

| |outside of escrow between the Lessor and the Purchaser’s herein, this transaction contemplated herein is not subject to Purchaser |

| |obtaining a lease and escrow is not to be liable or concerned with the same. |

|CLAUSE |ADDENDUM LANGUAGE |

| |NON-COMPETE – INDIVIDUAL |

| | |

| |As part of the consideration herein paid, the Seller does covenant to the Purchaser to enter into an agreement stipulating that he will|

| |not engage, either directly or indirectly, in this type of business within a radius of * Miles from subject premises for a term of * |

| |Years from date of Purchaser’s possession. |

| |NON-COMPETE – LEGAL ENTITY SELLER |

| |(Use when Seller is a legal entity) |

| | |

| |COVENANT NOT TO COMPETE. As part of the consideration herein paid, the Seller does covenant to the Purchaser to enter into an |

| |agreement stipulating that neither it nor any officer, or shareholder shall compete, directly or indirectly in the same or a similar |

| |business, with * Miles radius of the business sold for a period of * years from the close of escrow. Seller recognizes that this |

| |agreement Not to Compete is a material inducement to the Purchaser concerning the purchase of this business. |

| |SELLER’S APPROVAL OF PURCHASER’S FINANCIAL STATEMENT |

| | |

| |FINANCIAL STATEMENT. This offer is contingent upon Seller’s approval of Purchaser’s financial statement. Failure of Purchaser to |

| |deliver his financial statement to the Seller and/or agent herein with * days from mutual acceptance of this offer shall render this |

| |agreement null and void and Earnest Money deposit shall be returned to Purchaser. If Seller does not notify in writing his disapproval|

| |of subject financial statement within * days of mutual acceptance, it shall be deemed that Seller has approved said statement and this |

| |agreement shall continue in its full force and effect. Seller acknowledges that neither broker nor its agents have knowledge of the |

| |accuracy of the financial statement, which Purchaser shall supply. |

| |PURCHASER’S FINANCIAL STATEMENT INCLUDED |

| |Use when financial statement presented with offer |

| | |

| |FINANCIAL STATEMENT. Seller herein has received a copy of Purchaser’s financial statement and hereby approves same with the clear and |

| |distinct understanding that neither broker nor its agent have knowledge of the accuracy of the financial statement supplied by |

| |Purchaser. |

|CLAUSE |ADDENDUM LANGUAGE |

| |PURCHASER’S WARRANTY OF FINANCIAL STATEMENT & AUTHORITY |

| | |

| |PURCHASER WARRANTIES. Purchaser hereby represents and warrants to Seller as follows: |

| | |

| |That the financial statements and supporting schedules, which shall be provided to Seller, are a true and correct statement for the |

| |financial condition of Purchaser on the date said statement is submitted. |

| | |

| |That Purchaser has the full power and authority to execute this Agreement and to execute all documents, at Closing, necessary to |

| |complete the transaction contemplated by this Agreement. This Agreement is validly authorized, executed and delivered by the |

| |Purchaser. |

| |HANDLE EMPLOYEE BENEFITS OUTSIDE OF ESCROW |

| | |

| |EMPLOYEE BENEFITS. Seller is responsible for all compensation due its employees through the date of possession. Seller is responsible|

| |for any vacation pay, pension funds, or any other fringe benefits accrued as of the date of possession. Seller represents that no |

| |collective bargaining agreement, no pension plan, medical insurance plan, life insurance plan, or any benefit plan exists with respect |

| |to its employees as of the date of closing. Seller represents that it will grant to pay raises to employees from the date of this |

| |agreement through the date of closing. |

| |PURCHASE PRICE |

| |The total purchase price of $* will be paid as follows: (choices below) |

| | |

| |Deposit on the date of execution of this Agreement to be included in the down payment. |

| | |

| |Balance of down payment to be deposited with escrow holder at settlement (through escrow) in cash or certified funds. |

| | |

| |Total Down Payment. |

| |(approximately). Assumption of existing obligation, or paid through Seller, payable as follows: |

| | |

| |$ per month, evidenced by a Secured Equipment Lease. |

| | |

| |(approximately). Assumption existing obligation, or paid through Seller, payable as follows: $* per month (including *% interest), |

| |evidenced by a Secured Promissory Note. |

|CLAUSE |ADDENDUM LANGUAGE |

| |The total purchase price of $* will be paid as follows: (continued) |

| |(approximately). Assumption of the existing accounts payable that shall be adjusted on the date of closing to reflect the exact amount |

| |then owing. |

| |Balance of purchase price to be paid to Seller pursuant to terms of promissory note attached as Exhibit A in said amount, payable at $*|

| |per month, with interest thereon at *% per annum, first payment due one month after closing, the payment of which shall be secured by |

| |Forms (WBA) UCC-1 and (WBA) UCC-3 security agreements attached as Exhibit Band a financing statement as provided by the Uniform |

| |Commercial Code of *(state), which shall be filed with the appropriate State or County agency. Purchaser shall execute and deliver to |

| |Seller at closing Exhibits A and B, which are attached and by this reference incorporated herein. |

| |Total Purchase Price. |

| |ADDITIONAL EARNEST MONEY DEPOSIT |

| |Upon removal of contingencies under Purchase Price |

| |Additional deposit, upon removal of all contingencies, which may be contained herein, included in down payment. |

| |ALLOCATION OF PURCHASE PRICE |

| | |

| |ALLOCATION OF ASSETS. The Purchase Price of $* will be allocated as follows: |

| | |

| |Inventory $* |

| |Furniture, Fixtures & Equip $* |

| |Leasehold Improvements $* |

| |Non-Compete $* |

| |Goodwill $* |

| |Said allocation is contingent upon Purchaser's and Seller's approval within * days of mutual acceptance of this agreement. In the |

| |event the Purchaser or Seller do not notify in writing their disapproval of this allocation within * days of mutual acceptance, it |

| |shall be deemed that the parties have approved said allocation and this agreement shall continue in its full force and effect. |

|CLAUSE |ADDENDUM LANGUAGE |

| |SUBJECT TO FINANCING |

| | |

| |FINANCING. This offer is contingent upon the Purchaser being able to obtain financing satisfactory to him/her within * days from mutual|

| |acceptance of this offer. Failure of the Purchaser to obtain a commitment for such financing and remove this contingency in writing |

| |within said * day period, shall render this agreement null and void and the Earnest Money Deposit shall be returned to Purchaser. |

| |Furthermore, it is also understood and agreed that in the event Seller receives a bon-a-fide, non-contingent offer on subject business |

| |during the term of this agreement, Seller agrees to give written notice of such an offer to Purchaser and/or agent herein, and |

| |Purchaser shall have 10 days from receipt of such notice to this contingency. In the event Purchaser is unable to remove this |

| |contingency within said 10 day period, this agreement shall be rendered ~ null and void and Earnest Money Deposit shall be returned to |

| |Purchaser. |

| |ESCAPE "BUMP" CLAUSE |

| | |

| |ESCAPE CLAUSE. It is understood and agreed that in the event Seller receives a bon-a-fide, non-contingent offer on subject property |

| |during the term of this agreement, Seller agrees to give written notice of such an offer to Purchaser and/or agent herein, and |

| |Purchaser shall have 10 days from receipt of such notice to remove all Purchaser's contingencies contained herein. In the event |

| |Purchaser is unable to remove all said contingencies within 10-day period, this agreement shall be rendered null and void and Earnest |

| |Money Deposit shall be returned to Purchaser. |

| |CONTINGENT UPON APPROVAL BY THIRD PARTY |

| | |

| |THIRD PARTY REVIEW. This Agreement is contingent upon * approval within * days from mutual acceptance of this agreement, and in the |

| |event * does not notify in writing his/her disapproval of this agreement within said * day period, it shall be deemed that Purchaser |

| |has approved this agreement and this agreement shall continue in its full force and effect. |

| |CONTINGENT UPON APPROVAL OF PURCHASER’S and SELLER’S ATTORNEY |

| | |

| |ATTORNEY REVIEW. This Agreement is contingent upon * attorney's approval of the conditions, representations and warranties in this |

| |agreement within * days from mutual acceptance of this agreement. In the event said attorney does not notify in writing his disapproval|

| |of said conditions, representations and warranties in this agreement within said * day period, it shall be deemed that * has approved |

| |this agreement and this agreement |

| |shall continue in its full force and effect. |

|CLAUSE |ADDENDUM LANGUAGE |

| |CONTINGENT UPON OTHER CONDITIONS |

| |Use for all other contingencies |

| | |

| |This agreement is contingent upon *, within (*) days from mutual acceptance of this agreement, and in the event the Purchaser does not |

| |notify in writing his/her disapproval of this agreement within said (*) day period, it shall be deemed that Purchaser has approved this|

| |agreement and this agreement shall continue in its full force and effect. |

| |CREDIT REPORT |

| | |

| |CREDIT REPORT. Purchaser shall provide to Seller a credit report from a credit-reporting agency. Purchaser covenants to Seller that |

| |said credit report will not to the best of Purchaser's knowledge reveal anything, which adversely affects the credit worthiness of |

| |Purchaser. Furthermore, this agreement is contingent upon Seller’s approval of said report within 5 days of receipt of the said |

| |report. In the event Seller does not notify in writing his disapproval of said report within said 5-day period, it shall be deemed |

| |that Seller has approved said report and this agreement shall continue in its full force and effect. |

| |SUBJECT TO LIQUOR LICENSE |

| |Liquor license approval required before actual closing |

| | |

| |PERMANENT LIQUOR LICENSE. This Agreement is subject to the Purchaser obtaining a permanent *(state) State Liquor license to operate |

| |the subject business. Purchaser shall apply for transfer and pay all expenses relative to such application. Purchaser and Seller agree|

| |that all necessary steps to expedite transfer will be taken by Purchaser and Seller. Seller warrants that there are no known or alleged|

| |accusations, citations or violations pending against subject license. Should the Purchaser intercede to cancel the application for |

| |said license, or, if license is denied because of any willful act or omission of the Purchaser, then all monies deposited herein shall |

| |be forfeited in accordance with paragraph #(site paragraph) of the attached agreement. |

| | |

| |For the purposes of this transaction, the closing date referenced in paragraph #(site paragraph) of the attached agreement shall mean |

| |the date on which the Purchaser deposits all monies into escrow and the date which the Purchaser and Seller execute the documents |

| |necessary to consummate this transaction. It is expressly agreed and understood that the actual close of escrow and possession shall |

| |take place upon the issuance to the Purchaser a liquor license from *(state) State Liquor Control Board. The parties hereto agree that |

| |upon the issuance of said license escrow holder shall distribute the monies and documents to the respective parties and do all |

| |necessary acts to complete the close of escrow without further notice or authorization. Interest on the balance of the down payment |

| |held in escrow shall be credited to Purchaser up to date of actual close of escrow and possession. Thereafter, interest shall be |

| |credited to Seller, if any. |

|CLAUSE |ADDENDUM LANGUAGE |

| |LIQUOR LICENSE TO BE TRANSFERRED OUTSIDE OF ESCROW |

| | |

| |NO LIQUOR LICENSE. This Agreement is not subject to the Purchaser obtaining a *(state) State Liquor license, however, Purchaser is |

| |aware that a liquor license must obtained in order to operate that portion of the business. Purchaser agrees that application for |

| |transfer and all requirements relative to such application shall be done outside or escrow and after closing. The Purchaser agrees to |

| |be personally and financially responsible for any fines and/or indebtedness as a result of operating the business without a liquor |

| |license. Both Purchaser and Seller agree to hold harmless Broker from any liabilities arising from possession and close of escrow prior|

| |to the issuance of a permanent license. |

| |SUBJECT TO FRANCHISE LICENSE TRANSFER |

| | |

| |FRANCHISE LICENSE. This transaction is subject to the Purchaser obtaining a franchise license from * to operate the subject business. |

| |Seller hereby guarantees to deliver to Purchaser an assignment of existing franchise agreement or a new franchise agreement for the |

| |remaining period of the existing franchise agreement. Seller's failure to so deliver shall relieve Purchaser from its purchase |

| |agreement hereunder, in which event all funds deposited by Purchaser shall be returned to Purchaser forthwith. Purchaser and Seller |

| |agree that all necessary steps to expedite transfer will be taken by Purchaser and Seller. However, should the Purchaser intercede to |

| |cancel the application for said license transfer, or, if transfer is denied because of any willful act or omission of the Purchaser, |

| |then all monies deposited herein shall be forfeited in accordance with paragraph #(site paragraph) of the attached agreement. For the |

| |purposes of this transaction, the closing date referenced in paragraph # (site Paragraph) of the attached agreement shall mean the date|

| |on which the Purchaser deposits all monies into escrow and the date which the Purchaser and Seller execute the documents necessary to |

| |consummate this transaction. The actual close of escrow and possession shall take place upon the issuance of franchise license from * |

| |to the Purchaser. The parties hereto agree that upon the issuance of said license escrow holder shall distribute documents and monies |

| |to the respective parties and do all necessary acts to complete the close of escrow without further notice or authorization. Interest |

| |on the balance of the down payment held in escrow shall be credited to Purchaser up to date of actual close of escrow and possession. |

| |Thereafter, interest shall be credited to Seller, if any. |

|CLAUSE |ADDENDUM LANGUAGE |

| |EXISTING ENCUMBRANCE TO REMAIN |

| | |

| |EXISTING ENCUMBRANCE. The Purchaser acknowledges the existence of an underlying encumbrance by * against the assets said business. |

| |Purchaser further acknowledges that the underlying encumbrance of the Seller to * will not be paid off at the close of this |

| |transaction, is not to be assumed by Purchaser on the date |

| |of closing and will remain a secured encumbrance against the assets of said business. Furthermore, Seller agrees to remain responsible |

| |for said encumbrance as guarantor for the Purchasers, agrees to make all payments promptly when due, and hold Purchaser free and |

| |harmless from its failure to pay said obligation. In the event of any default on the payments of the underlying encumbrance by Seller, |

| |Purchaser shall have the right to make payments on said encumbrance and offset and deduct said amounts from the next payment due to |

| |Seller. |

| |EXISTING ENCUMBRANCES |

| | |

| |EXISTING ENCUMBRANCE. The Purchaser acknowledges the existence of an underlying encumbrance by * against the assets said business. |

| |Purchaser further acknowledges that the underlying encumbrance of the Seller to * will not be paid off at the close of this |

| |transaction, is not to be assumed by Purchaser on the date of closing and will remain a secured encumbrance against the assets of said |

| |business. Furthermore, Seller agrees to remain responsible for said encumbrance as guarantor for the Purchasers, agrees to make all |

| |payments promptly when due, and hold Purchaser free and harmless from its failure to pay said obligation. To insure continued payments |

| |of these obligations, Seller agrees, at his sole cost, to set up a collection account at * Bank to receive Purchaser's Note payments |

| |and disbursement of same to * and Seller until said encumbrance is paid in full. |

| |ADJUSTMENT |

| | |

| |NOTE ADJUSTMENT. The parties agree that the payment schedule in the approximate sum of * described in paragraph *(site paragraph) of |

| |the attached agreement shall be adjusted on the date of closing to equal the then unpaid principal balance on Seller's underlying |

| |promissory note, and said payment schedule shall be payable according to the terms and conditions of said promissory note. |

|CLAUSE |ADDENDUM LANGUAGE |

| |ADJUSTMENT CLAUSE |

| | |

| |NOTE ADJUSTMENT. The parties agree that the payment schedule in the approximate sum of * described in paragraph number 1) of the |

| |attached agreement shall be adjusted on the date of closing to equal the then unpaid balance on Seller's underlying promissory note, |

| |and said payment schedule shall be payable according to the terms and conditions of said note. The parties further agree that the |

| |payment schedule in the approximate sum of * shall be adjusted on the date of closing to equal the difference between the adjusted |

| |balance of the payment schedule in the approximate sum of * and the sum of *. |

| |SELLER TO GRANT POSSESSION PRIOR TO ESCROW |

| | |

| |EARLY POSSESSION. It is mutually understood and agreed between Purchaser and Seller herein that Seller will grant possession of |

| |subject business prior to close of escrow if all funds required including estimate costs, are on deposit. Purchaser herein agrees to |

| |be personally and financially responsible for any indebtedness incurred by him while in operation of the business from date of |

| |possession and the Seller shall be relieved of any liability in connection therewith. Both Purchaser and Seller agree to hold harmless|

| |Broker and escrow holder from any and all liabilities arising from possession prior to the close of escrow. |

| |POSSESSION BEFORE LIQUOR LICENSE TRANSFER |

| | |

| |POSSESSION PRIOR TO LIQUOR LICENSE. It is mutually understood and agreed between Purchaser and Seller that the Seller will grant |

| |possession of the subject business to the Purchaser prior to the permanent license transfer becoming effective. The Purchaser agrees to|

| |be personally and financially responsible for any fines and/or indebtedness incurred by him while operating, but only as of date of |

| |possession. The Seller shall be relieved of any liability in connection herewith. Both Purchaser and Seller agree to hold harmless |

| |Broker and escrow holder from any and all liabilities arising from possession prior to the transfer of the license. |

|CLAUSE |ADDENDUM LANGUAGE |

| |TRAINING PERIOD |

| | |

| |ASSISTANCE AND TRAINING. After the close of escrow as part of the purchase price and without additional compensation, Seller or |

| |Seller's representative agrees to remain with Purchaser to assist in training Purchaser in the day to day operation of the business a |

| |sufficient length of time to enable the Purchaser to become acquainted with the business, but in no case shall the Seller be required |

| |to remain with Purchaser for more than * weeks spending up to * hours per week. Seller will hand Purchaser a list of purveyors |

| |(suppliers) of the business, and instruct the Purchaser as to the manner of ordering supplies and dealing with said purveyors |

| |(suppliers) as well as assist the Purchaser in learning the operation of the business. Seller recognizes that the agreement to provide |

| |post closing assistance to the Purchaser is a material inducement to the Purchaser concerning the purchase of the business. |

| |TRAINING BEFORE CLOSING |

| | |

| |EARLY TRAINING. It is mutually understood and agreed between Purchaser and Seller herein that Seller will grant to Purchaser the right|

| |to begin training in subject business prior to close of escrow; provided that all contingencies contained in this agreement are removed|

| |by the parties to this agreement; the balance of down payment stated in the attached agreement due from Purchasers is submitted as an |

| |additional deposit to be held in brokers trust account; that Purchaser agrees to take any and all necessary steps required of him/her |

| |to expedite closing and should Purchaser intercede to cancel any acts required of him/her, or, if escrow is prevented because of any |

| |willful act or omission of the Purchaser, then all monies deposited herein shall be forfeited in accordance with paragraph #(site |

| |paragraph) of the attached agreement; and Seller herein agrees to be remain personally and financially responsible for operation of the|

| |business until date of possession. |

| |PURCHASER TO ASSUME ACCOUNTS PAYABLE |

| | |

| |ACCOUNTS PAYABLE. Purchaser agrees to assume and pay promptly when due, after closing, all accounts payable of Seller reflected on |

| |list, which Seller agrees to furnish up to and including 10 days prior to scheduled closing date and attached as Exhibit E, which for |

| |the purposes of this agreement shall be set at $*. Purchaser shall hold Seller free and harmless from its failure to pay the |

| |obligations, which are expressly assumed on the date of possession. Seller represents and warrants that Exhibit E contains all of its |

| |accounts payable and that the obligations assumed are assumable without a change of terms by any creditor. Accounts payable as used |

| |herein means invoices from vendors for merchandise purchased for resale. |

|CLAUSE |ADDENDUM LANGUAGE |

| |ACCOUNTS RECEIVABLE INCLUDED IN PURCHASE PRICE |

| | |

| |ACCOUNTS RECEIVABLE. The accounts receivable of the business herein are included in the Purchase Price for ascribed value of *. The |

| |Seller agrees to furnish Purchaser up to date accounting of all the accounts receivable of the business up to and including 10 days |

| |prior the scheduled closing date as reference in the attached agreement. Seller agrees to furnish additional like information, in |

| |escrow, up to and including the date of closing. The Purchaser reserves the right to audit the accounts and verify the existence |

| |thereof and to approve same. Invoices up to * old at closing shall be valued at 100%, provided that Purchaser shall be entitled to |

| |offset the amount of any such invoices against the principal balance of the Promissory Note due Seller if they remain unpaid 180 days |

| |after invoice date. Said invoices, which remain unpaid after 180 days, which have been offset against the Seller’s note, shall become |

| |the property of the Seller. Purchaser shall use reasonable efforts to collect said invoices. If Purchaser does not disapprove any of |

| |the invoices in writing |

| |~at least 5 days before the scheduled closing date it shall be deemed as approved. Invoices more than 90 days old at closing shall be |

| |considered un-collectible and shall remain the property of Seller. Any payments received by Purchaser for such invoices shall be |

| |remitted to Seller. |

| |VARIANCE OF RECEIVABLES/PAYABLES; ADJUSTMENT OF PURCHASE PRICE |

| | |

| |VARIANCE OF ACCOUNTS RECEIVABLE & PAYABLE. Prior to, and up date of closing Purchaser reserves the right to audit the Accounts |

| |Receivable sold to Purchaser and Accounts Payable assumed by Purchaser. At the actual close of escrow the actual purchase price and |

| |balance due Seller shall be adjusted to reflect the difference between the actual payables and the amount herein; and the difference |

| |between the actual receivables and the amounts herein. In the event the Accounts Payable variance exceeds the Accounts Receivable |

| |variance then the principal balance of promissory note due Seller shall be reduced by the amount of such excess. In the event the |

| |Accounts Receivable variance exceeds the Accounts Payable variance, the principal balance shall be increased by the amount of such |

| |variance. Any change in the balance due Seller shall not effect the amount of the payments of Promissory note due Seller. |

| |WORK IN PROCESS |

| | |

| |WORK IN PROCESS. Seller will furnish an up to date accounting of all work in process on the closing date of the transaction, setting |

| |forth therein all time and materials, at Seller's cost, to the date of closing. Purchaser shall complete all jobs not finished on the |

| |date of closing and will invoice the customer for the completed job. Within ten (10) days of receipt of payment from each customer, |

| |Purchaser will pay to Seller its time and material costs with respect to all accounts received which were in process at the closing |

| |date. |

|CLAUSE |ADDENDUM LANGUAGE |

| |INVENTORY INCLUDED |

| | |

| |INVENTORY. The Purchase Price shall include an approximate inventory level of $* as measured by Seller's original cost. However in no |

| |event shall the inventory exceed $*. Inventory to be counted, priced and extended by the Purchaser and Seller. If the actual amount is|

| |more or less, the Purchase Price and *(down payment) note to Seller shall be increased or decreased accordingly. |

| |INVENTORY INCLUDED |

| | |

| |INVENTORY. The Purchase Price shall include an approximate inventory level of $* as measured by Seller's original cost. However in no |

| |event shall the inventory exceed $*. Inventory to be counted, priced and extended by the Purchaser and Seller. If the actual amount is |

| |more or less, the adjustment of the inventory shall be handled by the parties outside of escrow. |

| |INVENTORY INCLUDED |

| |Inventory Service to count; adjust OUTSIDE escrow |

| | |

| |INVENTORY. The Purchase Price shall include an approximate inventory level of $* as measured by Seller's original cost. However in no |

| |event shall the inventory exceed $*. Inventory to be counted by an independent service, costs for service to shared equally between |

| |Purchaser and Seller. If the actual amount is more or less, the Purchase Price and (down payment) note to Seller shall be increased or |

| |decreased accordingly. |

| |INVENTORY INCLUDED |

| |If actual value is + or -, note to be increased accordingly |

| | |

| |INVENTORY. The Purchase Price shall include an approximate valuation for inventory of $*, However in no event shall the inventory |

| |exceed $*at cost. Inventory shall be priced by counting and extending inventory at Seller's retail price then reduced by *% and the |

| |total thereof shall be the "actual value" for purposes of this transaction. If the actual value is more or less, the Purchase Price and|

| |(down payment) note to Seller shall be increased or decreased accordingly. Inventory to be counted and extended by an independent |

| |service, costs for service to be shared equally between Purchaser and Seller. |

| |MINIMUM INVENTORY |

| | |

| |INVENTORY LEVEL. Purchaser shall maintain a minimum inventory level at all times of not less than $*. If inventory levels fall below |

| |$* with out reasonable cause, Purchaser shall be deemed to be in default under the terms of the Security Agreement referenced herein. |

| |In the event of such default, Seller will be entitled to all remedies available under the Security Agreement as well as all other |

| |remedies available in law and equity. |

|CLAUSE |ADDENDUM LANGUAGE |

| |PURCHASE OF VIDEO STORE - RENTAL TAPE STORE |

| |Substitute for inventory clause in purchase of video store |

| | |

| |RENTAL TAPE INVENTORY. A current inventory list of all rental tapes in stock shall be run within 2 days of mutual acceptance of this |

| |agreement and attached at Exhibit E and shall include approximately * tapes. At or near the close of escrow Purchaser and Seller shall|

| |count and extend the inventory. Purchaser shall reimburse Seller for any new tapes purchased by Seller after Exhibit E is printed at |

| |Seller's cost. Seller shall reimburse Purchaser for any tapes sold after Exhibit E is printed at the selling price as evidenced by a |

| |sales receipt, and if no such receipt is produced by Seller, it shall be deemed that the value of said sold tapes shall be $* a piece. |

| |Seller shall account for all tapes and titles. |

| |BINDING ARBITRATION |

| | |

| |ARBITRATION. Any dispute arising out of or relating to the interpretation, enforcement or application of this agreement, which cannot |

| |be settled, by agreement of the parties shall be resolved through final and binding arbitration. Such arbitration shall be conducted |

| |upon prompt request of either party. If the parties cannot agree upon a mutually acceptable arbitrator, arbitration shall be conducted |

| |in accordance with the *(state) State statutory provisions specifically *(site statute), provided, however, that if both parties agree |

| |the arbitration may be conducted in accordance with the rules of commercial arbitration as promulgated by the American Arbitration |

| |Association. The result of the arbitration may be reduced to a Judgment of the appropriate county Superior Court as provided by statue.|

| |The expense of arbitration proceedings conducted hereunder shall be borne as determined by the arbitrator. |

| |INDEMNITY OF SELLER'S WARRANTY TO CUSTOMERS |

| | |

| |INDEMNITY OF SELLER'S CUSTOMER WARRANTY. Seller agrees to indemnify and hold Purchaser harmless from and against any and all claims, |

| |demands, other losses or other expenses, including reasonable attorney's fees, arising out of any warranty claims or demands as a |

| |result of Seller's work performed prior to the close of escrow. Seller agrees to pay the claim or reimburse Purchaser, on demand, for |

| |any legitimate claim to which the foregoing indemnity relates, Upon failure of Seller to so do, Purchaser shall be entitled to offset |

| |the amount thereof against the next payment or payments falling due as well as reduce Seller's note created under this agreement. |

| |ASSET PURCHASE AND SALE AGREEMENT REWRITTEN |

| | |

| |AGREEMENT REWRITTEN. This Asset Purchase and Sale Agreement supersedes any conditions set forth in that certain Asset Purchase and |

| |Sale Agreement dated * by and between the parties herein. |

|CLAUSE |ADDENDUM LANGUAGE |

| |ADDITIONAL SECURITY |

| | |

| |DEED OF TRUST. Purchaser further agrees, as additional security for the performance of said Note, to execute and deliver to Seller a |

| |Note and deed of Trust on Purchaser's principal residence or other security acceptable to Seller. |

| |AMENDMENT TO SECURITY AGREEMENT |

| |Consent to assign not unreasonably withheld |

| | |

| |SECURITY AGREEMENT. Paragraph *(site paragraph) of the Security Agreement attached as Exhibit *(identify exhibit) shall be replaced to|

| |read as follows: Removal or Sale: Without the prior written consent of Secured Party, Debtor will not remove |

| |the property from the State of *(state), and Debtor will not sell nor lease the property or any interest therein. Any such consent to |

| |sell or the lease property to a financially qualified purchaser or lessee will not be unreasonably withheld. |

| |CONSENT TO SELL |

| |Acknowledge that there may be consent to sell |

| | |

| |CONSENT TO SELL. In the event that there are any "consent to sell" clauses or other terms or conditions in Seller's underlying |

| |encumbrance, if any, affecting Seller's right to convey subject business without acceleration and/or penalty, Seller agrees to give |

| |written notice of the same to the Purchaser and/or the agent herein within 7 days from mutual acceptance of this offer. In the event |

| |that Seller gives such notice within said 7 day period, and not otherwise, this offer shall be subject to Seller being able to |

| |negotiate terms satisfactory to him with the holder of such encumbrance for the sale described herein within * days from mutual |

| |acceptance hereof, and failure of Seller to acknowledge in writing to the Purchaser and/or agent herein that he has negotiated such |

| |terms within said * day period shall render this Agreement null and void and Earnest Money Deposit returned to Purchaser, unless |

| |Purchaser elects to assume those terms and conditions which the holder of such encumbrance. |

| |CONSENT TO SELL |

| |Where there is a consent to sell |

| | |

| |CONSENT TO SELL. Purchaser acknowledges that there are "consent to sell" clauses or other terms or conditions in Seller's underlying |

| |encumbrance, which may affect Seller's ability to convey subject business without penalty and/or acceleration. This offer is subject to|

| |Seller being able to negotiate terms and satisfactory to him with the holder of such encumbrance for the sale described herein within *|

| |days from mutual acceptance hereof, and failure of Seller to acknowledge in writing to Purchaser and/or the agent herein that he has |

| |negotiated such terms within said * day period shall render this Agreement null and void and Earnest Money Deposit returned to |

| |Purchaser. |

|CLAUSE |ADDENDUM LANGUAGE |

| |BANKRUPTCY |

| |Use whenever seller is under Bankruptcy plan |

| | |

| |BANKRUPTCY. The terms and conditions as set forth in this agreement are subject to a final determination and approval by the United |

| |States Bankruptcy Court of the *(identify jurisdiction). |

| |BACK UP |

| |Only one backup offer |

| | |

| |THIRD PARTY OFFER. It is understood that Seller has accepted a contingent offer from a third party for the purchase of subject |

| |business. In the event that Seller or third party negotiate the removal of the contingencies contained in said offer within the time |

| |periods allowed, this Agreement shall be rendered null and void and Earnest Money Deposit returned to Purchaser. However, in the event|

| |that said contingencies are not removed within the time periods allowed, this Agreement shall become effective immediately. For all |

| |purposes herein, the date if mutual acceptance shall be the date on which this Agreement becomes effective as provided in this |

| |paragraph. |

| |MORE THAN ONE OFFER |

| | |

| |THIRD PARTY OFFER. It is understood that Seller has accepted offer from * different third parties for the purchase of the subject |

| |business. In the event that Seller and one of the third parties negotiate for the removal of the contingencies contained in one of said|

| |offers within the time periods allowed, this Agreement shall be rendered null and void and Earnest Money Deposit returned to Purchaser.|

| |However, in the event that such contingencies are not removed within the time periods allowed, this Agreement shall become effective |

| |immediately. For all purposes herein, the date of mutual acceptance shall be the date on which this Agreement becomes effective as |

| |provided in this paragraph. |

| |ONE COUNTEROFFER |

| | |

| |COUNTEROFFER TO THIRD PARTY. It is understood that Seller has executed a counteroffer to a third party for the sale of subject |

| |business. In the event that said counteroffer is accepted and Seller and said third party negotiate the removal of the contingencies |

| |contained in said counteroffer within the time periods allowed, this Agreement shall be rendered null and void and Earnest Money |

| |deposit returned to Purchaser. However, in the event that said counteroffer is not accepted nor the contingencies removed within the |

| |time periods allowed therein, this Agreement shall become effective immediately. For all purposes herein, the date of mutual acceptance|

| |shall be the date on which this Agreement becomes effective as provided in this paragraph. |

|CLAUSE |ADDENDUM LANGUAGE |

| |COUNTEROFFER TO THIRD PARTY |

| | |

| |It is understood that Seller has executed * counteroffers to third parties for the sale of subject business. In the event that Seller |

| |and one of the third parties negotiate for the removal of the contingencies allowed, this Agreement shall be rendered null and void and|

| |Earnest Money deposit returned to Purchaser. However, in the event that such contingencies are not allowed therein, this Agreement |

| |shall become effective immediately. For all purposes herein, the date of mutual acceptance shall be the date on which this Agreement |

| |becomes effective as provided in this paragraph. |

| |TRIAL PERIOD BEFORE CLOSING |

| | |

| |TRIAL PERIOD. Seller represents that he has been grossing * per month, and that during a trial period of * working days he will prove |

| |a gross volume of * with a lesser variance of % allowable. If the above trial period figures prove, then Purchaser waives further |

| |proof of income. If the business should be closed any day or days during the trial period due to inclement weather, then a like day or|

| |days of the preceding or succeeding week which has been observed by Purchaser will be substituted for purpose of the trial period of |

| |computation. During the trial period, Seller or his agent will remain with Purchaser to acquaint Purchaser in the manner in which |

| |Seller has conducted the business. |

| |PURCHASING EQUIPMENT ONLY IN AN "AS IS" CONDITION |

| |No warranty for working order of equipment. Use when selling a closed down or reposed business |

| | |

| |NO WARRANTY FOR EQUIPMENT. Purchaser is purchasing the furniture, fixtures and equipment located in subject business premises in" AS |

| |IS" condition and not on the records of income and expenses. Purchaser has satisfied himself with his ability to conduct same, and |

| |hereby purchases said business with the clear and distinct understanding that all profits are future. All implied warranties, |

| |including the implied warranties of merchantability and fitness for a particular purpose are hereby disclaimed. Seller makes no express|

| |warranty of any kind in connection with such furniture, fixtures, equipment and assets. Purchaser acknowledges that he/she has had |

| |ample opportunity to inspect all such items and that he/she has done so to his her satisfaction. |

|CLAUSE |ADDENDUM LANGUAGE |

| |PURCHASING CLOSED BUSINESS |

| |Equipment "As is" no warranty for equipment |

| | |

| |NO WARRANTY FOR EQUIPMENT. The Purchaser herein is purchasing the equipment only which has been repossessed of a closed business, and |

| |is purchasing said equipment of same, with the clear and distinct understanding that all profits are future, and Purchaser is |

| |purchasing equipment in its "AS IS" condition. All implied warranties, including the implied warranties of merchantability and fitness|

| |for a particular purpose are hereby disclaimed. Seller makes no express warranty of any kind in connection with such furniture, |

| |fixtures, equipment and assets. Purchaser acknowledges that he/she has had ample opportunity to inspect all such items and that he/she|

| |has done so to his her satisfaction. |

| |PAYMENT SCHEDULE FOR STEP PAYMENTS |

| |Replace paragraph in Purchase & Sale Agreement |

| | |

| |Balance of purchase price to be paid to Seller pursuant to terms of promissory note attached as Exhibit *(identify exhibit) in said |

| |amount, payable at the rate of * per month, or more at Purchaser's option, for the 1st through the * month, inclusive, including |

| |interest at the rate of * per annum; thence payable at the rate of * per month, inclusive, including interest at the rate of * per |

| |annum; thereafter, payable at the rate of * per month, or more at Purchaser's option, including interest at the rate of * per annum, |

| |interest computed on the diminishing principal balance, first payment due 30 days after date of closing, the payment of which shall be |

| |secured by Forms (WBA) UCC-1 and (WBA) UCC-3 security agreements attached as Exhibit *(identify exhibit) and a financing statement as |

| |provided by the Uniform Commercial Code of *(state), which shall be filed with the appropriate State or County agency. Purchaser shall|

| |execute and deliver to Seller at closing Exhibits *(identify exhibit) and *(identify exhibit), which are attached and by this reference|

| |incorporated herein. |

| |SUBORDINATION AGREEMENT |

| | |

| |SUBORDINATION AGREEMENT. The Seller hereby agrees to subordinate his/her security interest in the assets of the business to the |

| |security interest of *. Securing a loan in the amount of $* to, *, as Purchasers. Purchaser further agrees to sign such documents, as |

| |the bank shall require from time to time and to cooperate with the bank to accomplish the intent of this request. |

| |YELLOW PAGE ADVERTISING CONTRACT |

| | |

| |YELLOW PAGE ADVERTISING CONTRACT. The Purchaser is aware that there is an existing contract for yellow page advertising with the local|

| |telephone company and agrees to assume same. |

|CLAUSE |ADDENDUM LANGUAGE |

| |UNDERGROUND STORAGE TANKS |

| | |

| |UNDERGROUND STORAGE TANKS. This agreement is contingent upon Purchaser's satisfaction of the status of the underground storage tanks |

| |and all related equipment (the "UST's") or the site in general, within * days from mutual acceptance of this agreement. Seller shall |

| |provide a permit evidencing authorization to store and deliver gasoline products on the premises. Purchaser acknowledges that landlord|

| |is owner of the Underground Storage Tanks. Seller shall, within * business days of mutual acceptance of this agreement, deliver to |

| |Purchaser all information in his possession regarding (I) the environmental quality of the site; (ii) the UST"s; (iii) the upgrade of |

| |the UST's; (iv) the UST's compliance with all applicable laws; and (v) any environmental assessments of the property. If Purchaser is |

| |not satisfied with the status of the UST's or the site then, |

| |Purchaser may have the option to conduct an environmental site assessment, at their own expense, prepared by a qualified impartial |

| |consultant, verifying that the real property has been tested and found clear of hazardous levels of toxic materials and other |

| |contaminants as defined by the Comprehensive Environmental Response Compensation Liability Act ("CERICLA") or any state or local |

| |environmental laws. In the event of such assessment, Purchaser shall have the right, in an exercise of its discretion, to accept or |

| |reject the purchase of this business based upon the environmental condition of the property. Failure of the Purchaser to remove this |

| |contingency in writing within said * day period shall render this agreement null and void and earnest money deposit shall be returned |

| |to Purchaser. |

| |REAL PROPERTY PURCHASE AGREEMENT |

| |Purchaser to pay all cash |

| | |

| |Purchaser agrees to pay ALL CASH, including above receipted for earnest money. This offer is contingent upon the Purchaser being able |

| |to obtain financing satisfactory to him/her within * days from mutual acceptance of this offer. Failure of the Purchaser to obtain a |

| |commitment in writing for such financing within said * day period and remove this contingency in writing, shall render this agreement |

| |null and void and the Earnest Money Deposit shall be returned to Purchaser. |

| |REAL PROPERTY PURCHASE AGREEMENT |

| |Purchaser to pay Seller a Note |

| | |

| |Purchaser agrees to pay $* cash down on closing, including above receipted for earnest money; and the balance of $* by Purchaser |

| |executing to Seller a note secured by a deed of trust on subject property, which note shall be payable at the rate of $* per month, or |

| |more at purchase's option, including Interest at the rate of *% per annum computed on the diminishing principal balance, first payment |

| |due 30 days after date of closing. |

|CLAUSE |ADDENDUM LANGUAGE |

| |REAL PROPERTY PURCHASE AGREEMENT |

| |Purchaser to assume a note |

| | |

| |Purchaser agrees to pay $* cash down on closing, including above receipted for earnest money; $* approximately, by Purchaser's |

| |assumption of now-existing contract, deed of trust and/or mortgage on subject property payable at the rate of $* per month, including |

| |interest at the rate of *% per annum, which contract, deed of trust and/or mortgage Purchaser agrees to assume and pay according to its|

| |own terms and conditions; |

| |REAL PROPERTY PURCHASE AGREEMENT |

| |Purchase of property w/gas tanks |

| | |

| |HAZARDOUS SUBSTANCES. To the best of Seller's knowledge Seller represents to Purchaser that all toxic or hazardous wastes, and those |

| |substances defined as hazardous in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980) or other |

| |dangerous or toxic substances, or solid waste have been handled, treated, stored and disposed of in accordance with all laws, rules and|

| |regulations of the United States of America and the State of *(state), and to the best of Seller's knowledge, nor have been buried |

| |and/or accumulated in, on or about the premises, and further that the business premises under this agreement is free from all such |

| |substances, materials and solid wastes. Seller represents and warrants that Seller is unaware of any existing condition or pending |

| |action, claim or cause of action, whether by a governmental agency, or a private party under any federal, state, or local law governing|

| |the use, storage, treatment, transportation, or disposal of Hazardous Substances. |

| |REAL PROPERTY LEASE OPTION |

| | |

| |LEASE RENEWAL OPTION. Lessor grants to lessee the option to renew this lease for an additional three (3) year term upon the same terms |

| |and conditions as are contained in this lease, except that the rent for the additional option period shall be subject to negotiation, |

| |and if the parties are unable to agree upon a reasonable rent to be paid for such option period, then the amount of such rent for such |

| |period, shall be determined by arbitration, each of the parties to select one arbitrator, and the two thus selected to choose the |

| |third. Lessee shall give written notice to the Lessor of its desire to exercise its option to renew the lease for the additional three |

| |year term at least 180 days prior to the expiration of the then existing lease term. All notices as provided herein shall be given in |

| |writing and in accordance with the provisions of paragraph entitled Notices. Lessee and Lessor agree that anew lease need not be |

| |executed upon the exercise of this option, but that this lease will remain in full force and effect changed only as to the matters |

| |specified. The security deposit will continue to be held by the Landlord as during the original term of this Lease. Under no conditions|

| |whatsoever, it this Standard Option Agreement assignable, UNLESS authorized in writing by the landlord. |

|CLAUSE |ADDENDUM LANGUAGE |

| |CROSS DEFAULT |

| |Use when business and property sold together |

| | |

| |CROSS DEFAULT. Purchaser and Seller agree that any default by Purchaser under the terms of Note and security agreement which Purchaser|

| |is to execute to Seller herein, shall constitute a default under the Note and deed of trust which Purchaser is to execute to Seller in |

| |accordance with an Earnest Money Receipt and Agreement dated * |

| |FIRST RIGHT OF REFUSAL CLAUSE FOR LEASE |

| | |

| |CROSS DEFAULT. Purchaser and Seller agree that any default by Purchaser under the terms of Real Property lease which Purchaser is to |

| |assume herein shall constitute a default under the Note and security agreement which Purchaser is to execute to Seller in accordance |

| |with this agreement. |

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Each Office Independently Owned and Operated

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