Offer and Acceptance to purchase land from Dwayne Fosseen and spouse



Exhibit 10.19 
 
[SEAL OF IOWA STATE BAR ASSOCIATION] 
 
OFFER TO BUY REAL ESTATE AND ACCEPTANCE 
 
TO    Dwayne L. and Betty A. Fosseen, husband and wife (owners of record),    
Sellers: 
 
1. REAL ESTATE DESCRIPTION. The Buyers
offer to buy real estate in Hardin County, Iowa, described as follows: 
 
Lots 7, 8, 9, 10, & 11 in Block 4 
City of Radcliffe, Hardin County Iowa 
 
 
with any easements and appurtenant servient estates, but subject to the following: a. any zoning and other ordinances; b. any covenants of record; c. any easements of record for public utilities, roads and highways; and d. current
ownership of improvements by Buyer, 
 
designated the Real
Estate; provided Buyers, on possession, are permitted to make the following use of the Real Estate: 
 
commercial business warehouse and office space. 
 
2. PRICE. The purchase price shall be $20,000.00, payable at Hardin County, Iowa, as follows: 
 
cash at closing 
 
3. REAL ESTATE TAXES. Sellers shall pay 
 
all taxes assessed against the real estate to the date of closing 
 
and any unpaid real estate taxes payable in prior years. Buyers shall pay all
subsequent real estate taxes. Any proration of real estate taxes on the Real Estate shall be based upon such taxes for the year currently payable unless the parties state otherwise. 
 
4. SPECIAL ASSESSMENTS. 
 
a. Sellers shall pay all special assessments which are a lien on the Real Estate as of the date of acceptance
of this offer. 
 
5. RISK OF LOSS AND INSURANCE.
Risk of loss prior to Seller’s delivery of possession of the Real Estate to Buyers shall be as follows: 
 
a. All risk of loss shall remain with Sellers until possession of the Real Estate shall be delivered to Buyers. 
 
6. CARE AND MAINTENANCE. The Real Estate shall be preserved in
its present condition and delivered intact at the time possession is delivered to Buyers, provided, however, if 5.a. is stricken and there is loss or destruction of all or any part of the Real Estate from causes covered by the Insurance maintained
by Sellers, Buyers agree to accept such damaged or destroyed Real Estate together with such insurance proceeds in lieu of the Real Estate in its present condition and Sellers shall not be required to repair or replace same. 
 
7. POSSESSION. If Buyers timely perform all obligations,
possession of the Real Estate shall be delivered to Buyers on January 31st, 2003, with any adjustments of rent, insurance, and interest to be made as of the date of transfer of possession. 
 
8. FIXTURES. All property that integrally belongs to or is
part of the Real Estate, whether attached or detached, such as light fixtures, shades, rods, blinds, awnings, windows, storm doors, screens, plumbing fixtures, water heaters, water softeners, automatic heating equipment, air conditioning equipment,
wall to wall carpeting, built-in items and electrical service cable, outside television towers and antenna, fencing, gates and landscaping shall be considered a part of Real Estate and included in the sale. 







 
9. USE OF
PURCHASE PRICE. At time of settlement, funds of the purchase price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others. 
 
10. ABSTRACT AND TITLE. Sellers, at their expense, shall promptly obtain an abstract of title to the Real
Estate continued through the date of acceptance of this offer, and deliver it to Buyers for examination. It shall show merchantable title in Sellers in conformity with this agreement, Iowa law and Title Standards of the Iowa State Bar Association.
The abstract shall become the property of the Buyers when the purchase price is paid in full. Sellers shall pay the costs of any additional abstracting and title work due to any act or omission of Sellers, including transfers by or the death of
Sellers or their assignees. 
 
11. DEED. Upon
payment of the purchase price, Sellers shall convey the Real Estate to Buyers or their assignees, by General Warranty deed, free and clear of all liens, restrictions, and encumbrances except as provided in 1. a. through 1. d. Any general
warranties of title shall extend only to the time of acceptance of this offer, with special warranties as to acts of Sellers continuing up to time of delivery of the deed. 
 
12. JOINT TENANCY IN PROCEEDS AND IN REAL ESTATE. If Sellers, immediately preceding acceptance of this offer,
hold title to the Real Estate in joint tenancy with full right of survivorship, and the joint tenancy is not later destroyed by operation of law or by acts of the Sellers, then the proceeds of this sale, and any continuing or recaptured rights of
Sellers in the Real Estate, shall belong to Sellers as joint tenants with full rights of survivorship and not as tenants in common; and Buyers, in the event of the death of either Seller, agree to pay any balance of the price due Sellers under this
contract to the surviving Seller and to accept a deed from the surviving Seller consistent with paragraph 11. 
 
13. JOINDER BY SELLER’S SPOUSE. Seller’s spouse, if not a titleholder immediately preceding acceptance of this offer, executes
this contract only for the purpose of relinquishing all rights of dower, homestead and distributive shares or in compliance with Section 561.13 of the Iowa Code and agrees to execute the deed or real estate contract for this purpose. 
 
14. TIME IS OF THE ESSENCE. Time is of the essence in this
contract. 
 
15. REMEDIES OF THE PARTIES.

 
a. If Buyers fail to timely perform this
contract, Sellers may forfeit it as provided in the Iowa Code, and all payments made shall be forfeited or, at Seller’s option, upon thirty days written notice of intention to accelerate the payment of the entire balance because of such failure
(during which thirty days such failure is not corrected) Sellers may declare the entire balance immediately due and payable. 
 
b. If Sellers fail to timely perform this contract, Buyers have the right to have all payments made returned to them. 
 
c. Buyers and Sellers also are entitled to utilize any and
all other remedies or actions at law or in equity available to them and shall be entitled to obtain judgment for costs and attorney fees as permitted by law. 
 
16. STATEMENT AS TO LIENS. If Buyers intend to assume or take subject to a lien on the Real Estate, Sellers shall furnish Buyers with a
written statement from the holder of such lien, showing the correct balance due. 
 
17. SUBSEQUENT CONTRACT. Any real estate contract executed in performance of this contract shall be on a form of the Iowa State Bar Association. 
 
18. APPROVAL OF COURT. If the sale of the Real Estate is
subject to Court approval, the fiduciary shall promptly submit this contract for such approval. If this contract is not so approved, it shall be void. 
 
19. CONTRACT BINDING ON SUCCESSORS IN INTEREST. This contract shall apply to and bind the successors in interest of the parties.

 
20. CONSTRUCTION. Words and phrases shall be
construed as in the singular or plural number, and as masculine, feminine or neuter gender, according to the context. 
 
21. TIME FOR ACCEPTANCE. If this offer is not accepted by Sellers on or before January 17th, 2003, it shall become void and all
payments shall be repaid to the Buyers. 
 
22.
OTHER PROVISIONS. Attach Addendum. 
 
Dated:  February
11, 2003 
 

	 MIRENCO, INC.

	 	 By:  /s/  J. R. Relick

	 	 C.O.O


	 Buyer
	 	 Name
	 	 Title


 
THIS OFFER IS ACCEPTED

 

	 /s/  Dwayne L. Fosseen

	 	  


	 Seller  Dwayne L. Fosseen
	 	 Spouse

	
	 /s/  Betty H. Fosseen

	 	  


	 Seller  Betty H. Fosseen
	 	 Spouse









 
Lee O.
Gallentine L.S., Ryken Engineering, 711 Park Avenue, Ackley, IA 50601–Ph. 641-847-3273 

 
 
PLAT OF SURVEY OF LOTS 7–11, 
LOCATED IN 
BLOCK 4, ORIGINAL TOWN 
TO THE 
CITY OF RADCLIFFE, HARDIN COUNTY, IOWA 
 
SURVEY FOR: 
 
DWAYNE L. & BETTY A. FOSSEEN – PROP. 
MIRENCO 
 
 
[SURVEY MAP APPEARS HERE] 
 

	 [SEAL OF LEE O. GALLENTINE 15745/IOWA]
	 	 [SURVEY MAP INSERT]


 


	 I hereby certify that this land surveying document was prepared and the related survey work was performed by me or under
my direct personal supervision and that I am a duly licensed Land Surveyor under the laws of the State of Iowa.
  
 /s/  Lee O. Gallentine,
PLS                                        
            
 LEE O. GALLENTINE,
LS
  
 Date:    Jan. 27, 2003            License number:        15745    

 
 My license renewal date is December 31,
    2004    
  
 Pages or sheets covered by this seal:        1    
 

	 	 Date of Survey:     JAN. 20, 2003    
 Scale:     1”  =  50’    
 Corners Found: [Shaded Triangle]    PLSS Corner (As noted)    
 [Shaded Circle]     3/4”ø Iron Pin or as noted    
 [Box-X]     3/4”ø Iron Pipe
over  3/4”ø Iron Pin    
 Corners
Set: [Triangle]    PLSS Corner (As noted)    
 [Circle]     3/4” Dia x 24” Orange Capped Iron Rerod (#15745)    
 [X]     ‘X’ Cut in P.C.C.
Walk    
  
 M  =  Measured Distance            R  =  Record Distance
 P  =  Platted Distance                 D  =  Deed Distance
 FB  #  183-74                    



 

	 RE
	 	 RYKEN ENGINEERING
	 	 2862

	 	 	 ACKLEY, IOWA