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CONTRACT OF SALE OF COMMERCIAL PROPERTY

This Contract of Sale of Commercial Property (the “Agreement”) is made and effective [DATE],

BETWEEN: [YOUR COMPANY NAME] (the "Seller"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [PURCHASER NAME] (the "Purchaser"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

RECITALS

In consideration of the covenants and agreements of the respective parties, as set forth below, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and take from Seller, the real property situated in [CITY], [STATE], and particularly described as follows:

[SET FORTH LEGAL DESCRIPTION]

together with all improvements on the property and appurtenances to it, and the articles of equipment and other personal property listed in Exhibit A, which is attached and incorporated by reference. The real and personal property described above is referred to as property.

Transfer to Purchaser shall include all right, title, and interest of Seller in and to all streets, alleys, roads, and avenues adjoining the real property, and shall further include any award for damaging or taking by eminent domain by public or quasi-public authority, of the real property or any part of it.

1. PRICE

The purchase price for property is [AMOUNT], payable as follows:

[DESCRIBE TERMS] .

2. TITLE; TENANCIES

A. Conveyance of title to property shall be by warranty deed with full covenants, executed by Seller [IF APPROPRIATE, ADD: ACCOMPANIED BY A DULY CERTIFIED RESOLUTION OF THE BOARD OF DIRECTORS OF SELLER, AUTHORIZING THE CONVEYANCE], to Purchaser or Purchaser’s nominees. Title to be conveyed shall be good and marketable, subject only to [SPECIFY ACCEPTABLE LIENS, ENCUMBRANCES, RESTRICTIONS, EASEMENTS AND OTHER BURDENS].

B. Property is presently occupied by [NUMBER] tenants under month-to-month tenancies or leases, as set forth in Exhibit B, which is attached and made a part of this agreement. Transfer of title and possession to property shall be subject to those tenancies, but all right, title and interest of Seller in property shall be transferred to Purchaser or its nominees at the time of conveyance of title.

C. Conveyance of title shall be made and sale closed within [NUMBER] days after the date of this agreement. Title shall be evidenced by a standard form title insurance policy issued by [NAME OF TITLE COMPANY], insuring title to property to be in Purchaser or its nominees, subject only to the matters set forth in this agreement

3. ASSESSMENTS

If, at the time of transfer of title, property or any part of property is subject to an assessment or assessments payable in installments, all such installments not due or delinquent at the time of transfer shall nevertheless be deemed to be due and payable at such time and as liens on the real property described above, and all such assessments shall be paid and discharged by Seller.

4. ESCROW; PRO-RATION

A. Escrow shall be opened with [NAME OF ESCROW COMPANY]. Such instructions as the escrow company may require, not inconsistent with the provisions of this agreement, shall be signed and filed by the parties.

B. The following items shall be prorated as of the close of escrow: rentals, real estate taxes due but not delinquent, prepaid insurance premiums [ADD OTHER ITEMS, AS APPROPRIATE].

C. Escrow shall close when the escrow company is in a position to record all documents required under this agreement, make all disbursements, and [ISSUE OR SECURE] a title insurance policy.

5. RISK OF LOSS; MAINTENANCE; TRANSFER OF POSSESSION

A. Risk of loss or damage by fire or other casualty to property or any part of property prior to close of escrow shall be the risk of Seller. In the event of such loss or damage prior to closing, this agreement shall not be affected but Seller shall assign to Purchaser all rights under any insurance policy or policies applicable to the loss. If action is necessary to recover under any casualty policy, Seller shall grant permission to bring the action in Seller’s name.

B. Improvements and personal property described above shall be maintained in their present condition prior to the close of escrow by Seller, wear from normal and reasonable use and deterioration excepted.

C. Possession of property, subject to the leases and tenancies referred to above, shall be transferred at close of escrow.

6. COMMERCIAL ZONING

Seller warrants that property is zoned for commercial purposes and that all existing uses are lawful and within such zoning. Purchaser plans the use of property for [DESCRIBE PURPOSES]. Purchaser intends to apply for a [BUILDING PERMIT OR AS THE CASE MAY BE] for such additional use, and for appropriate amendments to the existing zoning plan for the area in which property is located. Seller will cooperate fully with Purchaser with respect to the contemplated plans. If Purchaser is unable to proceed with the described project because of any adverse decision of [CITY], or any board, commission, or officer of [CITY], Purchaser shall [STATE AGREED REMEDY, SUCH AS: REMIT [AMOUNT OF THE PURCHASE PRICE BY CREDITING THAT AMOUNT ON THE PURCHASE-MONEY MORTGAGE TO BE EXECUTED BY PURCHASER IN FAVOR OF SELLER].

7. BROKER’S COMMISSION

A commission of [AMOUNT] has become due from Seller to [NAME OF BROKER] by reason of the sale provided for in this agreement. That amount shall be paid to broker at close of escrow directly, from cash payable on close to Seller.

8. SURVEY

Within [NUMBER] days after the date of acceptance of this contract, the Seller will provide and deliver to Buyer or Buyer’s Attorney, a new spotted certified survey having all corners staked and showing all improvements upon the Property.

9. EXAMINATION OF TITLE AND TIME OF CLOSING

If the title evidence and survey as specified above disclose that Seller is vested with fee simple title to the Property (subject only to the permitted exceptions set forth above acceptable to Buyer), this sale shall be closed and Buyer shall perform the agreements made in this contract, at the office of Buyer’s Attorney, on or before [NUMBER] days after acceptance of this contract. If title evidence or survey reveal any defect or condition which is not acceptable to Buyer, the Buyer shall, within [NUMBER] days, notify the Seller of such title defects and Seller agrees to use reasonable efforts to remedy such defects and shall have [NUMBER] days to do so, in which case this sale shall be closed within [NUMBER] days after delivery of acceptable evidence to Buyer and Buyer’s Attorney that such defects have been cured. Seller agrees to pay for and clear all delinquent taxes, liens, and other encumbrances, unless the parties otherwise agree. If Seller is unable to convey to Buyer a good and insurable title to the Property, the Buyer shall have the right to demand all sums deposited by Buyer and held by or for the Seller. At the same time, Buyer shall return to Seller all items, if any, received from Seller, whereupon all rights and liabilities of the parties to this contract shall cease. However, the Buyer shall have the right to accept such title as Seller may be able to convey and to close this sale upon the other terms as set forth in this contract.

10. DEFAULT BY BUYER

If Buyer fails to perform the agreements of this contract within the time set forth herein, Seller may retain, as liquidated damages and not as a penalty, all of the initial deposit, it is being agreed that this is Seller’s exclusive remedy.

11. DEFAULT BY SELLER

If Seller fails to perform any of the agreements of this contract, all deposits made by Buyer shall be returned to Buyer on demand, or the Buyer may bring suit against Seller for damages resulting from the breach of contract, or the Buyer may bring an action for specific performance. Buyer’s remedies are cumulative and not exclusive of one another, and all other remedies shall be available in either law or equity to Buyer for Seller’s breach hereof.

12. ATTORNEY FEES AND COSTS

If any litigation is instituted with respect to enforcement of the terms of this contract, the prevailing party shall be entitled to recover all costs incurred, including, but not limited to, reasonable attorney's fees and court costs.

13. CONDITION OF THE PROPERTY

Seller agrees to deliver the Property to Buyer in its present condition, ordinary wear and tear excepted, and further certifies and represents that Seller knows of no latent defect in the Property. All heating, cooling, plumbing, electrical, sanitary systems, and appliances shall be in good working order at the time of closing. Seller represents and warrants that the personal property conveyed with the premises shall be the same property inspected by Buyer and that no substitutions will be made without the Buyer’s written consent. Buyer may also inspect or cause to be inspected the foundation, roof supports, or structural member of all improvements located upon the Property. If any such system, appliance, roof, foundation, or structural member shall be found defective, Buyer shall notify Seller at or before closing and Seller shall thereupon remedy the defect forthwith at its sole expense (in which case the time for closing shall be reasonably extended as necessary). If the costs of such repairs shall exceed [%] of the total purchase price, Seller may elect not to make such repairs and the Buyer may elect to take the Property in such defective condition and deduct [%] from the purchase price or Buyer may, at his/her option, elect to terminate this contract and receive the full refund of all deposits and other sums tendered hereunder. In addition, Seller agrees to remove all debris from the Property by date of possession.

14. OCCUPANCY

Seller shall deliver possession to Buyer no later than the closing date unless otherwise stated herein. Seller represents that there are no persons occupying the Property. Seller agrees to provide true and accurate copies of all written leases to Buyer within [NUMBER] days after the date of acceptance of this contract. Said leases are subject to Buyer’s approval. Seller shall provide such letters notifying tenants to pay rent to the buyer after closing as Buyer may reasonably request. Seller warrants that any rent rolls and other income and expense data provided to Buyer are complete and accurate, all of which must be acceptable to Buyer.

15. NOTICES

Any notices required to be given herein shall be sent to the parties listed below at their respective addresses either by personal delivery or by certified mail – return receipt requested. Such notice shall be effective upon delivery or mailing.

16. BINDING EFFECT OF AGREEMENT

This agreement and the covenants and agreements of it shall bind and inure to the benefit of the parties, and their respective heirs, personal representatives, successors and assigns. Unless the agreement otherwise requires, the covenants of this agreement shall survive the transfer of title.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. [NUMBER] duplicate originals of the agreement have been signed.

SELLER PURCHASER

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

EXHIBIT A

IMPROVEMENTS, APPURTENANCES AND EQUIPMENT

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COMMERCIAL LEASE AGREEMENT

This Lease Agreement (the “Agreement”) is made and effective [DATE],

BETWEEN: [YOUR COMPANY NAME] (the "Landlord"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [TENANT NAME] (the "Tenant"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

1. DESCRIPTION OF PREMISES

Landlord leases to Tenant the premises located at [ADDRESS], [CITY], [STATE], and described more particularly as follows:

[INSERT LEGAL DESCRIPTION].

2. GRANT OF LEASE

Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed and observed by the Tenant, does hereby lease to the Tenant and the Tenant does hereby lease and take from the Landlord the property described in Exhibit "A" attached hereto and by reference made a part hereof (the "Leased Premises"), together with, as part of the parcel, all improvements located thereon.

3. LEASE TERM

a. Total Term of Lease: The term of this Lease shall begin on the commencement date, as defined in Section b) of this Article 3, and shall terminate on [DATE].

b. Commencement Date: The "Commencement Date" shall mean the date on which the Tenant shall commence to conduct business on the Leased Premised, so long as such date is not in excess of [NUMBER] days subsequent to execution hereof.

4. EXTENSIONS

The parties hereto may elect to extend this Agreement upon such terms and conditions as may be agreed upon in writing and signed by the parties at the time of any such extension.

Lease Agreement

Page 10 of 19

5. DETERMINATION OF RENT

The Tenant agrees to pay the Landlord and the Landlord agrees to accept, during the term hereof, at such place as the Landlord shall from time to time direct by notice to the Tenant, rent at the following rates and times:

a. Annual Rent: Annual rent for the term of the Lease shall be [AMOUNT], plus applicable sales tax.

b. Payment of Yearly Rent: The annual rent shall be payable in advance in equal monthly installments of one-twelfth (1/12th) of the total year

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