Exhibit 10.3






Exhibit 10.3







STANDARD OFFER, AGREEMENT AND ESCROW

INSTRUCTIONS FOR PURCHASE OF REAL ESTATE

(Non-Residential)

AIR Commercial Real Estate Association




	 	 	 
	 

	 	September 8, 2008
	 

	 	 
	 

	 	(Date for Reference Purposes)






1.
Buyer.




1.1
Philip Elghanian or Assignee. (“Buyer”) hereby offers to purchase the real property,
hereinafter described, from the owner thereof (“Seller”) (Collectively, the “Parties” or
individually, a “Party”) through an escrow
(“Escrow”) to close 30 or___ __ days after the waiver or
expiration of the Buyer’s Contingencies, (“Expected Closing Date”) to be held by Fidelity Title
& Escrow (“Escrow Holder”) whose address is
3533 E. Inland Empire Blvd., #875, Ontario, CA 91764 – Carolyn
Lamascus, Phone No. 909-949-1989, Facsimile No. 909-608-0104 upon the terms and conditions set
forth in this agreement (“Agreement”). Buyer shall have the right to assign Buyer’s rights
hereunder, but any such assignment shall not relieve Buyer of
Buyer’s obligations herein unless Seller expressly releases Buyer.



1.2 The term “Date of Agreement” as used herein shall be the date when by execution and
delivery (as defined in paragraph 20.2) of this document or a
subsequent counteroffer thereto. Buyer
and Seller have reached agreement in writing whereby Seller agrees to sell, and Buyer agrees to
purchase, the Property upon terms accepted by both Parties.



2.
Property.




2.1
The real property (“Property”) that is the subject of this offer consists of (insert a
brief physical description) a 10,568 square foot building on
approximately 1.27 acres is located
in the City of Fontana, County of San Bernardino, State of California, is commonly known by the
street address of 17590 Foothill Blvd., Fontana, California and is legally described as Tract
0029.02 (APN 0190-321-35).



2.2 If the legal description of the Property is not complete or is inaccurate, this Agreement
shall not be invalid and the legal description shall be completed or corrected to meet the
requirements of Fidelity Title & Escrow (“Title
Company”), which shall issue the title policy
hereinafter described.



2.3 The Property includes, at no additional cost to Buyer, the permanent improvements
thereon, including those items which pursuant to applicable law are a part of the property, as well
as the following items, if any, owned by Seller and at present located on the Property: electrical
distribution systems (power panel, bus ducting, conduits, disconnects, lighting fixtures);
telephone distribution systems (lines, jacks and connections only):
space heaters, heating,
ventilating, air conditioning equipment (“HVAC”); air lines, fire sprinkler systems, security and
fire detection systems; carpets; window coverings, wall coverings; and
N/A (collectively, the “Improvements”).



2.4
The fire sprinkler monitor: þ is owned by Seller and included in the Purchase Price,
o is leased by
Seller, and Buyer will need to negotiate a new lease with the fire monitoring
company, o ownership will be determined during Escrow, or o there is no fire sprinkler
monitor.



2.5 Except as provided in Paragraph 2.3, the Purchase Price does not include Seller’s personal
property, furniture and furnishings, and N/A all of which shall be removed by Seller prior to
Closing.



3.
Purchase Price.




3.1
The purchase price (“Purchase Price”) to be paid by Buyer to Seller for the Property shall
be $1,850,000.00, payable as follows:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a) Cash down payment, including the Deposit as defined in
paragraph 4.3 (or if an all cash transaction, the Purchase Price):	 	$	1,850,000.00	 
	(Strike if not
applicable)	 	 	 	(b) Amount of
“New Loan” as defined in paragraph 5.1, if any:	 	$	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(c) Buyer shall take title to the Property subject to and/or assume
the following existing deed(s) of trust (“Existing Deed(s) of
Trust”) securing the existing promissory note(s) (“Existing
Note(s)”)	 	 	 	 
	 

	 	 	 	(i)
	 	An Existing Note (“First
Note”) with an unpaid
principal balance as of the
Closing of approximately:	 	$ 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	(Strike if not
applicable)

	 	 	 	 
	 	Said First Note is payable at
$___ per month, including interest
at the rate of ____% per annum
until paid (and/or the entire
unpaid balance is due on ___).
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	An Existing Note (“Second
Note”) with an unpaid
principal balance as of the
Closing of approximately: 
	 	$	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	
Said Second Note is payable at
$____ per month, including interest
at the rate of ___% per annum
until paid (and/or the entire
unpaid balance is due on ____).
	 	 	 	 
	(Strike if not
applicable)	 	 	 	(d) Buyer shall
give Seller a deed of trust (“Purchase Money Deed of
Trust”) on the property to secure the promissory note of Buyer to
Seller described in paragraph 6 (“Purchase Money Note”) in the
amount of:	 	$	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Purchase Price:	 	$	1,850,000.00	 
	 

	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 
	
/s/
[Buyers Initials]


	 	 
	 	/s/
[Sellers Initials]

	 	 
	
 


	 	 
	 	 

	 	 
	 

INITIALS

	 	 
	 	 

INITIALS
	 	 










	 	 	 	 	 	 	 
	 

©2003 — AIR COMMERCIAL REAL ESTATE ASSOCIATION

	 	FORM OFA-7-6/07E








 














 




3.2 If Buyer is taking title to the Property subject to, or assuming, an Existing Deed of
Trust and such deed of trust permits the beneficiary to demand payment of fees including, but not
limited to, points, processing fees, and appraisal fees as a condition to the transfer of the
Property, Buyer agrees to pay such fees up to a maximum of 1.5% of the unpaid principal balance of
the applicable Existing Note.



4. Deposits.




4.1 o Buyer has delivered to Broker a check in the sum of $                    , payable to Escrow Holder, to be delivered by Broker to Escrow Holder
within 2 or ____ business days after both Parties have executed this Agreement and the executed
Agreement has been delivered to Escrow Holder, or þ within 2 or                      business days after both Parties
have executed this Agreement and the executed Agreement has been delivered to Escrow Holder Buyer
shall deliver to Escrow Holder a check in the sum of $25,000.00. If said check is not
received by Escrow Holder within said time period then Seller may elect to unilaterally terminate
this transaction by giving written notice of such election to Escrow Holder whereupon neither Party
shall have any further liability to the other under this Agreement. Should Buyer and Seller not
enter into an agreement for purchase and sale, Buyer’s check or funds shall, upon request by Buyer,
be promptly returned to Buyer.



4.2 Additional deposits:



(a) Within 5 business days after the Date of Agreement, Buyer shall deposit with Escrow Holder
the additional sum of $                     to be applied to the Purchase Price at the Closing.



(b) Within 5 business days after the contingencies discussed in paragraph 9.1 (a) through (k)
are approved or waived. Buyer shall deposit with Escrow Holder the additional sum of
$25,000.00 to be applied to the Purchase Price at the Closing.



4.3 Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs
4.1 and 4.2 (collectively the “Deposit”), in a State or Federally chartered bank in an interest
bearing account whose term is appropriate and consistent with the timing requirements of this
transaction. The interest therefrom shall accrue to the benefit of Buyer, who hereby acknowledges
that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior
to its specified maturity. Buyer’s Federal Tax Identification Number is                     . NOTE: Such interest bearing account
cannot be opened until Buyer’s Federal Tax Identification Number is provided.



5. Financing Contingency. (Strike if not applicable)




5.1 This offer is contingent upon Buyer obtaining from an insurance company, financial
institution or other lender, a commitment to lend to Buyer a sum equal to at least                     % of the
Purchase Price, on terms reasonably acceptable to Buyer Such loan (“New Loan”) shall be secured by
a first deed of trust or mortgage on the Property. If this Agreement provides for Seller to carry
back junior financing, then Seller shall have the right to approve the terms of the New Loan.
Seller shall have 7 days from receipt of the commitment setting forth the proposed terms of the New Loan to approve or disapprove of such proposed terms. If Seller
fails to notify Escrow Holder, in writing, of the disapproval within said 7 days it shall be
exclusively presumed that Seller has approved the terms of the New Loan.



5.2 Buyer hereby agrees to diligently pursue obtaining the New Loan. If Buyer shall fail to
notify its Broker, Escrow Holder and Seller, in writing within                      days following the Date of Agreement,
that the New Loan has not been obtained. It shall be conclusively presumed that Buyer has either
obtained said New Loan or has waived this New Loan contingency.



5.3 If, after due diligence, Buyer shall notify its Broker, Escrow Holder and Seller, in
writing, within the time specified in paragraph 5.2 hereof, that Buyer has not obtained said New
Loan, this Agreement shall be terminated, and Buyer shall be entitled to the prompt return of the
Deposit, plus any interest earned thereon, less only Escrow Holder and Title Company cancellation
fees and costs, which Buyer shall pay.



6. Seller Financing (Purchase Money Note). (Strike if not applicable)




6.1 If Seller approves Buyer’s financials (see paragraph 6.5) the Purchase Money Note shall
provide for interest on unpaid principal at the rate of                     % per annum, with principal and interest
paid as follows:___________


  




 





The Purchase Money Note and Purchase Money Deed of Trust shall be on the current forms commonly
used by Escrow Holder, and be junior and subordinate only to the Existing Note(s) and/or the New
Loan expressly called for by this Agreement.



6.2 The Purchase Money Note and/or the Purchase money Deed of Trust shall contain provisions
regarding the following (see also paragraph 10.3(b)):



(a) Prepayment. Principal may be prepaid in whole or in part at any time without penalty, at
the option of the Buyer.



(b) Late Charge. A late charge of 6% shall be payable with respect to any payment of
principal, interest, or other charges, not made within 10 days after it is due.



(c) Due On Sale. In the event the Buyer sells or transfers title to the Property or any
portion thereof, then the Seller may, at Seller’s option, require the entire unpaid balance of said
Note to be paid in full.



6.3 If the Purchase Money Deed of Trust is to be subordinate to other financing, Escrow
Holder shall, at Buyer’s expense prepare and record on Seller’s behalf a request for notice of
default and /or sale with regard to each mortgage or deed of trust to which it will be
subordinate.



6.4 WARNING: CALIFORNIA LAW DOES NOT ALLOW DEFICIENCY JUDGEMENTS ON SELLER FINANCING, IF
BUYER ULTIMATELY DEFAULTS ON THE LOAN, SELLER’S SOLE REMEDY IS TO FORECLOSE ON THE PROPERTY.



6.5 Seller’s obligation to provide financing is contingent upon Seller’s reasonable approval
of Buyer’s financial condition. Buyer to provide a current financial statement and copies of its
Federal tax returns for the last 3 years to Seller within 10 days following the Date of Agreement.
Seller has 10 days following receipt of such documentation to satisfy itself with regard to Buyer’s
financial condition and to notify Escrow Holder as to whether or not Buyer’s financial condition is
acceptable. If Seller fails to notify Escrow Holder, in writing, of the disapproval of this
contingency within said time period, it shall be conclusively presumed that Seller has approved
Buyer’s financial condition. If Seller’s is not satisfied with Buyer’s financial condition or if
Buyer fails to deliver the required documentation then Seller may notify Escrow Holder in writing that
Seller Financing will not be available, and Buyer shall have the option, within 10 days of the
receipt of such notice, to either terminate this transaction or to purchase the Property without
Seller financing. If Buyer fails to notify Escrow Holder within said time period of its election to
terminate this transaction then Buyer shall be conclusively presumed to have elected to purchase the Property
without Seller financing. If Buyer elects to terminate, Buyer’s Deposit shall be refunded less Title Company and Escrow Holder cancellation
fees and cost, all of which shall be Buyer’s obligation.



7. Real Estate Brokers.




7.1 The following real estate broker(s) (“Brokers”) and brokerage relationship exist in this transaction
and are consented to by the Parties (check the applicable boxes):



	 	 	 	 	 
	þ

	 	NAI Capital, Inc. — Dawn Lowder
	 	represents Seller exclusively (“Seller’s Broker”):
	 

	 	 	 	 
	 
	 	 	 	 
	þ

	 	Lee & Associates — Nick Wirick
	 	represents Buyer exclusively (“Seller’s Broker”). or
	 

	 	 	 	 
	 
	 	 	 	 
	o

	 	 	 	represents both Seller and Buyer (“Dual Agency”).
	 

	 	 	 	 






The Parties acknowledge that Brokers are the procuring cause of this Agreement See paragraph 24
regarding the nature of a real estate agency relationship. Buyer shall use the services of Buyer’s
Broker exclusively in connection with any and all negotiations and offers with respect to the
Property for a period of 1 year from the date inserted for reference purposes at the top of page 1.



7.2 Buyer and Seller each represent and warrant to the other that he/she/it has had no dealings
with any person, firm, broker or finder in connection with the negotiation of this Agreement and/or the consummation of the purchase and sale contemplated herein, other than the Brokers named in
paragraph 7.1, and no broker or other person, firm or entity, other than said Brokers is/are
entitled to any commission or finder’s fee in connection with this transaction as the result of any
dealings or acts of such party. Buyer and Seller do each hereby agree to indemnify, defend,
protect and hold the other harmless from and against any costs, expenses or liability for
compensation, commission or charges which may be claimed by any broker, finder or other similar party,
other than said named Brokers by reason of any dealings or act of the indemnifying Party.



8. Escrow and Closing.




8.1 Upon acceptance hereof by Seller, this Agreement, including any counteroffers incorporated
herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer
and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through
the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending
the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the
reasonable approval of the Parties. Escrow Holder may, however, include its standard general escrow
provisions.



8.2 As soon as practical after the receipt of this Agreement and any relevant counteroffers,
Escrow Holder shall ascertain the Date of Agreement as defined in paragraphs 1.2 and 20.2 and
advise the Parties and Brokers, in writing, of the date ascertained.



8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with
this Agreement, applicable law and custom and practice of the community in which Escrow Holder is
located, including and reporting requirements of the Internal Revenue Code. In the event of a
conflict between the law of the state where the Property is located and the law of the state
where the Escrow Holder is located, the law of the state where the Property is located shall
prevail.



	 	 	 	 	 	 	 
	
/s/
[Buyers Initials]


	 	 
	 	/s/
[Sellers Initials]

	 	 
	
 


	 	 
	 	 

	 	 
	 

INITIALS

	 	 
	 	 

INITIALS
	 	 










	 	 	 	 	 	 	 
	 

©2003 — AIR COMMERCIAL REAL ESTATE ASSOCIATION

	 	FORM OFA-7-6/07E







 


PAGE 2 OF 8












 




8.4 Subject to satisfaction of the contingencies herein described, Escrow Holder shall close
this escrow (the “Closing”) by recording a general warranty deed (a grant deed in California) and
the other documents required to be recorded, and by disbursing the funds and documents in
accordance with this Agreement.



8.5 Buyer and Seller shall each pay one-half of the Escrow Holder’s charges and Seller shall
pay the usual recording fees and any required documentary transfer
taxes. Seller shall pay the
premium for a standard coverage owner’s or joint protection policy of title insurance. (See also
paragraph 11)



8.6 Escrow Holder shall verify that all of Buyer’s contingencies have been satisfied or waived
prior to Closing. The matters contained in paragraphs 9.1
subparagraphs (b), (c), (d), (e), (g),
(i), (n), and (o), 9.4, 9.5,12, 13, 14, 16, 18, 20, 21, 22, and 24 are, however, matters of
agreement between the Parties only and are not instructions to Escrow Holder.



8.7
If this transaction is terminated for non-satisfaction and non-waiver
of a Buyer’s
Contingency, as defined in paragraph 9.2, then neither of the Parties shall thereafter have any
liability to the other under this Agreement, except to the extent of a breach of any
affirmative covenant or warranty in this Agreement. In the event of such termination, Buyer shall
be promptly refunded all funds deposited by Buyer with Escrow Holder, less only Title Company and
Escrow Holder cancellation fees and costs, all of which shall be Buyer’s obligation. If this
transaction is terminated as a result of Seller’s breach of this Agreement then Seller shall pay
the Title Company and Escrow Holder cancellation fees and costs.



8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow
is in condition for Closing: provided, however, that if the Closing does not occur by the Expected
Closing Date and said Date is not extended by mutual instructions of the Parties, a Party not then
in default under this Agreement may notify the other Party, Escrow Holder, and Brokers, in writing
that, unless the Closing occurs within 5 business days following said notice, the Escrow shall be
deemed terminated without further notice or instructions.



8.9 Except as otherwise provided herein, the termination of Escrow shall not relieve or
release either Party from any obligation to pay Escrow Holder’s fees and costs or constitute a
waiver, release or discharge of any breach or default that has occurred in the performance of the
obligations, agreements, covenants or warranties contained therein.



8.10 If this sale of the Property is not consummated for any reason other than Seller’s breach
or default, then at Seller’s request, and as a condition to any obligation to return Buyer’s
deposit (see paragraph 21), Buyer shall within 5 days after written request deliver to Seller, at
no charge, copies of all surveys, engineering studies, soil reports, maps, master plans,
feasibility studies and other similar items prepared by or for Buyer that pertain to the Property.
Provided, however, that Buyer shall not be required to deliver any such report if the written
contract which Buyer entered into with the consultant who prepared such report specifically forbids
the dissemination of the report to others.



9. Contingencies to Closing.




9.1
The Closing of this transaction is contingent upon the satisfaction
or waiver of the
following contingencies. IF BUYER FAILS TO NOTIFY ESCROW HOLDER, IN WRITING, OF THE DISAPPROVAL OF
ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT
BUYER HAS APPROVED SUCH ITEM, MATTER OR DOCUMENT. Buyer’s conditional approval shall constitute
disapproval, unless provision is made by the Seller within the time specified therefore by the
Buyer in such conditional approval or by this Agreement, whichever is later, for the satisfaction
of the condition imposed by the Buyer. Escrow Holder shall promptly provide all Parties with copies
of any written disapproval or conditional approval which it receives. With regard to subparagraphs
(a) through (l) the pre-printed time periods shall control unless a different number of days is
inserted in the spaces provided.



(a) Disclosure. Seller shall make to Buyer, through Escrow, all of the applicable
disclosures required by law (See AIR Commercial Real Estate Association (“AIR”) standard form
entitled “Seller’s Mandatory Disclosure Statement”) and provide Buyer with a completed Property
Information Sheet (“Property Information Sheet”)
concerning the Property, duly executed by or on
behalf of Seller in the current form or equivalent to that published by the AIR within 10 or
_______ days following the Date of Agreement, Buyer has 10 days from the receipt of said disclosures to
approve or disapprove the matters disclosed.



(b) Physical
Inspection. Buyer has 10 or ___ days from the receipt of the Property Information
Sheet or the Date of Agreement, whichever is later, to satisfy itself with regard to the physical
aspects and size of the Property.



(c) Hazardous
Substance Conditions Report. Buyer has 30 or ___ days from the receipt of the
Property Information Sheet or the Date of Agreement, whichever is later, to satisfy itself with
regard to the environmental aspects of the Property. Seller recommends that Buyer obtain a
Hazardous Substance Conditions Report concerning the Property and relevant adjoining properties.
Any such report shall be paid for by Buyer. A “Hazardous
Substance” for purposes of this
Agreement is defined as any substance whose nature and/or quantity of
existence, use,
manufacture, disposal or effect, render it subject to Federal, state
or local regulation,
investigation, remediation or removal as potentially injurious to
public health or welfare. A
“Hazardous Substance Condition” for purposes of this
Agreement is defined as the existence on,
under or relevantly adjacent to the Property of a Hazardous Substance that would require
remediation and/or removal under applicable Federal, state or local law.



(d) Soil
Inspection. Buyer has 30 or ____ days from the receipt of the
Property Information Sheet
or the Date of Agreement, whichever is later, to satisfy itself with regard to the condition
of the soils on the Property. Seller recommends that Buyer obtain a soil test report. Any
such report shall be paid for by Buyer. Seller shall provide Buyer copies of any soils report
that Seller may have within 10 days of the Date of Agreement.



(e) Governmental
Approvals. Buyer has 30 or ____ days from the Date of Agreement to satisfy
itself with regard to approvals and permits from governmental agencies or departments which have
or may have jurisdiction over the Property and which Buyer deems necessary or desirable in
connection with its intended use of the Property, including, but not limited to, permits and
approvals required with respect to zoning, planning, building and safety, fire, police,
handicapped and Americans with Disabilities Act requirements, transportation and environmental
matters.



(f) Conditions
of Title. Escrow Holder shall cause a current commitment for title Insurance
(“Title Commitment”) concerning the Property issued by the Title Company, as well as legible
copies of all documents referred to in the Title Commitment (“Underlying Documents”), and a scaled
and dimensioned plot showing the location of any easements to be delivered to Buyer within 10 or
____ days following the Date of Agreement. Buyer has 10 days from the receipt of the Title Commitment,
the Underlying Documents and the plot plan to satisfy itself with regard to the condition of
title. The disapproval by Buyer of any monetary encumbrance, which by the terms of this Agreement
is not to remain against the Property after the Closing, shall not be considered a failure of this
contingency, as Seller shall have the obligation, at Seller’s
expense, to satisfy and remove such
disapproved monetary encumbrance at or before the Closing.



(g) Survey.
Buyer has 30 or ____ days from the receipt of the Title Commitment and Underlying
Documents to satisfy itself with regard to any ALTA title supplement based upon a survey
prepared to American Land Title Association (“ALTA”)
standards for an owner’s policy by a
licensed surveyor, showing the legal description and boundary lines of the Property, any
easements of record, and any improvements, poles, structures and things located within 10
feet of either side of the Property boundary lines. Any such survey shall be prepared at
Buyer’s direction and expense. If Buyer has obtained a survey and approved the ALTA title
supplement, Buyer may elect within the period allowed for Buyer’s approval of a survey to
have an ALTA extended coverage owner’s form of title policy, in which event Buyer shall pay
any additional premium attributable thereto.



(h) Existing
Leases and Tenancy Statements. Seller shall within 10 or
 _____ 
days of the Date of
Agreement provide both Buyer and Escrow Holder with legible copies of all leases, subleases or
rental arrangements (collectively, “Existing Leases”) affecting the Property, and with a
tenancy statement (“Estoppel Certificate”) in the latest form or equivalent to that published
by the AIR, executed by Seller and/or each tenant and subtenant of the Property. Seller shall
use its best efforts to have each tenant complete and execute an Estoppel Certificate. If any
tenant fails or refuses to provide an Estoppel Certificate then Seller shall complete and
execute an Estoppel Certificate for that tenancy. Buyer has 10 days from the receipt of said
Existing Leases and Estoppel Certificates to satisfy itself with regard to the Existing Leases
and any other tenancy issues.



(i) Owner’s Association. Seller shall within 10 or
 _____ days of the Date of Agreement
provide Buyer with a statement and transfer package from any owner’s association servicing the
Property. Such transfer package shall at a minimum include: copies of the association’s bylaws,
articles of incorporation, current budget and financial statement. Buyer has 10 days from the
receipt of such documents to satisfy itself with regard to the
association.



(j) Other
Agreements. Seller shall within 10 or
 _____ 
days of the Date of Agreement provide
Buyer with legible copies of all other agreements (“Other
Agreements”) known to Seller that will
affect the Property after Closing. Buyer has 10 days from the receipt of said Other Agreements
to satisfy itself with regard to such Agreements.



(k) Financing.
If paragraph 5 hereof dealing with a financing contingency has not been
stricken, the satisfaction or waiver of such New Loan contingency.



(l) Existing
Notes. If paragraph 3.1(c) has not been stricken, Seller
shall within 10 or ____ days
of the Date of Agreement provide Buyer with legible copies of the
Existing Notes, Existing
Deeds of Trust and related agreements (collectively, “Loan
Documents”) to which the Property
will remain subject after the Closing. Escrow Holder shall promptly request from the holders
of the Existing Notes a beneficiary statement (“Beneficiary
Statement”) confirming: (1) the
amount of the unpaid principal balance, the current interest rate,
and the date to which
interest is paid, and (2) the nature and amount of any impounds held by the beneficiary in
connection with such loan. Buyer has 10 or
 _____ 
days from the receipt of the Loan
Documents and Beneficiary Statements to satisfy itself with regard to such financing.
Buyer’s obligation to close is conditioned upon Buyer being able to purchase the Property
without acceleration or change in the terms of any Existing Notes or charges to Buyer except
as otherwise provided in this Agreement or approved by Buyer, provided, however, Buyer shall pay the transfer fee referred to in
paragraph 3.2 hereof.



	 	 	 	 	 	 	 
	
/s/
[Buyers Initials]


	 	 
	 	/s/
[Sellers Initials]

	 	 
	
 


	 	 
	 	 

	 	 
	 

INITIALS

	 	 
	 	 

INITIALS
	 	 










	 	 	 	 	 	 	 
	 

©2003 — AIR COMMERCIAL REAL ESTATE ASSOCIATION

	 	FORM OFA-7-6/07E







 


PAGE 3 OF 8









 





(m) Personal
Property. In the
event that any personal property is included in the Purchase
Price. Buyer has 10 of
 _____ 
days from the Date of Agreement to satisfy itself with regard to the title
condition of such personal property. Seller recommends that Buyer obtain a UCC-1 report. Any such
report shall be paid for by Buyer. Seller shall provide Buyer copies of any liens or encumbrances
affecting such personal property that it is aware of, within 10 or
 _____ 
days of the Date
of Agreement.



(n) Destruction
Damage or Loss. There shall not have occurred prior to the Closing, a
destruction of, or damage or loss to, the Property or any portion thereof, from any cause
whatsoever, which would cost more than $10,000.00 to repair or cure. If the cost of repair or
cure is $10,000.00 or less. Seller shall repair or cure the loss prior to the Closing. Buyer
shall have the option, within 10 days after receipt of written notice of a loss costing more than
$10,000.00 to repair or cure, to either terminate this Agreement or to purchase the Property
notwithstanding such loss, but without deduction or offset against the Purchase Price. If the
cost to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this
Agreement, Buyer shall be entitled to any insurance proceeds applicable to such loss. Unless
otherwise notified in writing, Escrow Holder shall assume no such destruction, damage or loss has
occurred prior to Closing.



(o) Material Change.
 Buyer shall have 10 days following receipt of written notice of a
Material Change within which to satisfy itself with regard to such change. “Material Change”
shall mean a substantial adverse change in the use, occupancy, tenants, title, or condition of
the Property that occurs after the date of this offer and prior to the Closing. Unless otherwise
notified in writing, Escrow Holder shall assume that no Material Change has occurred prior to the
Closing.



(p) Seller Performance.
The delivery of all documents and the due performance by Seller of
each and every undertaking and agreement to be performed by Seller under this Agreement.



(q) Brokerage Fee. Payment at the Closing of such brokerage fee as is specified in this
Agreement or later written instructions to Escrow Holder executed by Seller and Brokers
(“Brokerage Fee”). It is agreed by the Parties and Escrow Holder that Brokers are a third party
beneficiary of this Agreement insofar as the Brokerage Fee is concerned, and that no change shall
be made with respect to the payment of the Brokerage Fee specified in this Agreement, without the
written consent of Brokers.



9.2 All of the
contingencies specified in subparagraphs (a) through (m) of paragraph 9.1 are
for the benefit of, and may be waived by, Buyer, and may be elsewhere herein referred to as “
Buyer’s Contingencies.”



9.3 If any of Buyer’s
Contingencies or any other matter subject to Buyer’s approval is
disapproved as provided for herein in a timely manner (“Disapproved Item”), Seller shall have the
right within 10 days following the receipt of notice of Buyer’s disapproval to elect to cure such
Disapproved Item prior to the Expected Closing Date (“Seller’s Election”). Seller’s failure to
give to Buyer within such period, written notice of Seller’s commitment to cure such Disapproved
Item on or before the Expected Closing Date shall be conclusively presumed to be Seller’s Election
not to cure such Disapproved Item. If Seller elects, either by written notice or failure to give
written notice, not to cure a Disapproved Item, Buyer shall have the right, within 10 days after
Seller’s Election to either accept title to the Property subject to such Disapproved Item, or to
terminate this Agreement. Buyer’s failure to notify Seller in writing of Buyer’s election to accept
title to the Property subject to the Disapproved Item without deduction or offset shall constitute
Buyer’s election to terminate this Agreement. Unless expressly provided otherwise herein, Seller’s
right to cure shall not apply to the remediation of Hazardous Substance Conditions or to the
Financing Contingency. Unless the Parties mutually instruct otherwise, if the time periods for the
satisfaction of contingencies or for Seller’s and Buyer’s elections would expire on a date after
the Expected Closing Date, the Expected Closing Date shall be deemed extended for 3 business days
following the expiration of: (a) the applicable contingency period(s), (b) the period within which
the Seller may elect to cure the Disapproved Item, or (c) if Seller elects not to cure, the period
within which Buyer may elect to proceed with this transaction, whichever is later.



9.4
Buyer understands and agrees that until such time as all
Buyer’s Contingencies have been
satisfied or waived, Seller and/or its agents may solicit, entertain
and/or accept back-up offers
to purchase the Property.



9.5 The Parties
acknowledge that extensive local, state and Federal legislation establish
broad liability upon owners and/or users of real property for the investigation and remediation of
Hazardous Substances. The determination of the existence of a Hazardous Substance Condition and the
evaluation of the impact of such a condition are highly technical and beyond the expertise of
Brokers. The Parties acknowledge that they have been advised by Brokers to consult their own
technical and legal experts with respect to the possible presence of Hazardous Substances on the
Property or adjoining properties, and Buyer and Seller are not relying upon any investigation by or
statement of Brokers with respect thereto. The Parties hereby assume all responsibility for the
impact of such Hazardous Substances upon their respective interests herein.




10. Documents
Required at or Before Closing:



10.1 Five days prior to the Closing date Escrow Holder shall obtain an updated Title
Commitment concerning the Property from the Title Company and provide copies thereof to each of the
Parties.




10.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing:



(a) Grant
or general warranty deed, duly executed and in recordable form,
conveying fee title to the Property to Buyer.



(b) If
 applicable, the Beneficiary Statements concerning Existing Note(s).



(c) If applicable, the Existing Leases and Other Agreements together with duly executed
assignments thereof by Seller and Buyer. The assignment of Existing Leases shall be on the most
recent Assignment and Assumption of Lessor’s Interest in Lease form published by the AIR or its
equivalent.



(d) If
 applicable, Estoppel Certificates executed by Seller and/or the tenant(s) of the
Property.



(e) An affidavit executed by Seller to the effect that Seller is not a “foreign person”
within the meaning of internal Revenue Code Section 1445 or successor statutes. If Seller does not
provide such affidavit in form reasonably satisfactory
to Buyer at least 3 business days
prior to the Closing, Escrow Holder shall at the Closing deduct from Seller’s proceeds and remit
to the Internal Revenue Service such sum as is required by applicable Federal law with respect to
purchases from foreign sellers.



(f) If
 the Property is located in California an affidavit executed by Seller to the effect that
Seller Is not a “nonresident” witin the meaning of California Revenue and Tax Code Section 18662
or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory
to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct
from Seller’s proceeds and remit to the Franchise Tax Board such sum as is required by such
statute.



(g) If
applicable, a bill of sale, duly executed, conveying title to any included personal
property to Buyer.



(h) If the Seller is a corporation, a duly executed corporate resolution authorizing the
execution of this Agreement and the sale of the Property.



10.3 Buyer shall deliver to Seller through Escrow:



(a) The cash portion of the Purchase Price and such additional sums as are required
of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder, by
federal funds wire transfer, or any other method acceptable to Escrow Holder in
immediately collectable funds, no later than 2:00 P.M. on the business day prior to the
Expected Closing Date.



(b) If a Purchase Money Note and Purchase Money Deed of Trust are called for by this Agreement,
the duly executed originals of those documents, the Purchase Money Deed of Trust being in
recordable form, together with evidence of fire insurance on the improvements in the amount of the
full replacement cost naming Seller as a mortgage loss payee, and a real estate tax service
contract (at Buyer’s expense), assuring Seller of notice of the status of payment of real property
taxes during the life of the Purchase Money Note.



(c) The Assignment and Assumption of Lessor’s Interest in Lease form specified in
paragraph 10.2(c) above, duly executed by Buyer.



(d) Assumptions duly executed by Buyer of the obligations of Seller that accrue
after Closing under any Other Agreements.



(e) lf applicable, a written assumption duly executed by Buyer of the loan documents
with respect to Existing Notes.



(f) If the Buyer is a corporation, a duly executed corporate resolution authorizing the
execution of this Agreement and the purchase of the Property.



10.4 At Closing, Escrow Holder shall cause to be Issued to Buyer a
 standard coverage (or ALTA extended, if elected pursuant to 9.1(g)) owner’s form policy of title
insurance effective as
of the Closing, issued by the Title Company in the full amount of the Purchase Price, insuring
title to the Property vested in Buyer, subject only to the exceptions approved by Buyer. In the
event there is a Purchase Money Deed of Trust in this transaction, the policy of title insurance
shall be a joint protection policy insuring both Buyer and Seller.



IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE
INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE
PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT
YOUR INTEREST IN THE  PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE
OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.



11. Prorations and Adjustments.



11.1 Taxes. Applicable real property taxes and special assessment bonds shall be prorated
through Escrow as of the date of the Closing, based upon the latest tax bill available. The
Parties agree to prorate as of the Closing any taxes assessed against the Property by
supplemental bill levied by reason of events occurring prior to the Closing. Payment of the
prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill.



11.2 Insurance. WARNING: Any
insurance which Seller may have maintained will terminate
on the Closing. Buyer is advised to obtain appropriate insurance to cover the Property.



	 	 	 	 	 	 	 
	
/s/
[Buyers Initials]


	 	 
	 	/s/
[Sellers Initials]

	 	 
	
 


	 	 
	 	 

	 	 
	 

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©2003 — AIR COMMERCIAL REAL ESTATE ASSOCIATION

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11.3
Rentals, Interest and Expenses. Scheduled rentals, interest on Existing Notes,
utilities, and operating expenses shall be prorated as of the date of Closing. The Parties
agree to promptly adjust between themselves outside of Escrow any rents received after the
Closing.




11.4
Security Deposit. Security Deposits held by Seller shall be given to Buyer as a credit to
the cash required of Buyer at the Closing.



11.5 Post Closing Matters. Any item to be prorated that is not determined or
determinable at the Closing shall be promptly adjusted by the Parties by appropriate cash
payment outside of the Escrow when the amount due is determined.



11.6
Variations in Existing Note Balances. In the event that Buyer is purchasing the
Property subject to an Existing Deed of Trust(s), and in the event that a Beneficiary
Statement as to the applicable Existing Note(s) discloses that the unpaid principal
balance of such Existing Note(s) at the closing will be more or less than the amount set
forth in paragraph 3.1 (c) hereof (“Existing Note Variation”), then the Purchase Money
Note(s) shall be reduced or increased by an amount equal to such Existing Note Variation.
If there is to be no Purchase Money Note, the cash required at the Closing per paragraph
3.1(a) shall be reduced or increased by the amount of such Existing Note Variation.



11.7
Variations in New Loan Balance. In the event Buyer is obtaining a New Loan
and the amount ultimately obtained exceeds the amount set
forth in paragraph 5.1, then the amount of the Purchase Money Note, if any, shall be
reduced by the amount of such excess.



11.8
Owner’s Association Fees. Escrow Holder shall:
(i) bring Seller’s account with
the association current and pay any delinquencies or transfer fees from Seller’s proceeds,
and (ii) pay any up front fees required by the association from Buyer’s funds.



12. Representations and Warranties of Seller and Disclaimers.



12.1 Seller’s warranties and representations shall survive the Closing and
delivery of the deed for a period of 3 years, and, are true,
material and relied upon by
Buyer and Brokers in all respects. Seller hereby makes the following warranties and
representations to Buyer and Brokers:



(a) Authority
of Seller. Seller is the owner of the Property and/or has the full right, power
and authority to sell, convey and transfer the
Property to Buyer as provided herein, and to perform Seller’s obligations hereunder.



(b) Maintenance
During Escrow and Equipment Condition At Closing. Except as otherwise
provided in paragraph 9.1(m) hereof, Seller shall maintain the
Property until the Closing
in its present condition, ordinary wear and tear excepted.



(c) Hazardous Substances/Storage Tanks. Seller has no knowledge, except as otherwise
disclosed to Buyer in writing, of the existence or
prior existence on the Property of any Hazardous Substance, nor of the existence or prior existence
of any above or below ground storage tank.



(d) Compliance. Seller has no knowledge of any aspect or condition of the Property which
violates applicable laws, rules, regulations, codes
or covenants, conditions or restrictions, or of improvements or alterations made to the
Property without a permit where one was required, or of any
unfulfilled order or
directive of any applicable governmental agency or casualty insurance company requiring
any investigation, remediation, repair, maintenance or improvement be performed on the
Property.



(e) Changes
in Agreements. Prior to the Closing. Seller will not violate or modify any
Existing Lease or Other Agreement, or create any new leases or other agreements affecting
the Property, without Buyer’s written approval, which approval will not be unreasonably
withheld.



(f) Possessory Rights. Seller has no knowledge that anyone will, at the Closing, have any
right to possession of the Property, except as
disclosed by this Agreement or otherwise in writing to Buyer.



(g) Mechanics’ Liens. There are no unsatisfied mechanics’ or materialmens’ lien rights
concerning the Property.



(h) Actions,
Suits or Proceedings. Seller has no knowledge of any actions, suits or
proceedings pending or threatened before any commission, board, bureau, agency, arbitrator,
court or tribunal that would affect the Property or the right to occupy or utilize same.



(i) Notice of Changes. Seller will promptly notify Buyer and Brokers in writing of any
Material Change (see paragraph 9.1(n)) affecting the Property that becomes known to Seller
prior to the Closing.



(j) No Tenant Bankruptcy Proceedings. Seller has no notice or knowledge that any tenant of the
Property is the subject of a bankruptcy or
insolvency proceeding.



(k) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy, insolvency
or probate proceeding.



(l) Personal Property. Seller has no knowledge that anyone will, at the Closing, have any
right to possession of any personal property
included in the Purchase Price nor knowledge of any liens or encumbrances affecting such
personal property, except as disclosed by this Agreement or otherwise in writing to
Buyer.



12.2
Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer
is purchasing the Property in its existing condition and will by the time called for herein,
make or have waived all inspections of the Property Buyer believes
are necessary to protect
its own interest in, and its contemplated use of, the Property. The Parties acknowledge that,
except as otherwise stated in this Agreement, no representations, inducements promises,
agreements, assurances, oral or written, concerning the Property, or any aspect of the
occupational safety and health laws, Hazardous Substance laws, or any other act, ordinance
or law, have been made by either Party or Brokers, or relied upon by either Party hereto.



12.3
In the event that Buyer learns that a Seller representation or warranty might be
untrue prior to the Closing, and Buyer elects to purchase the
Property anyway then, and in
that event, Buyer waives any right that it may have to bring an action or proceeding against
Seller or Brokers regarding said representation or warranty.



12.4 Any environmental reports, soils reports, surveys, and other similar documents
which were prepared by third party consultants and provided to Buyer by Seller or Seller’s
representatives, have been delivered as an accommodation to Buyer and without any
representation or warranty as to the sufficiency, accuracy, completeness, and/or validity of
said documents, all of which Buyer relies on at its own risk. Seller believes said documents
to be accurate, but Buyer is advised to retain appropriate consultants to review said
documents and investigate the Property.



13. Possession.



Possession of the Property shall be given to Buyer at the Closing
subject to the rights of tenants under Existing Leases.



14. Buyer’s
Entry.



At any
time during the Escrow period, Buyer, and its agents and representatives, shall
have the right at reasonable times and subject to rights of tenants, to enter upon the
Property for the purpose of making inspections and tests specified in
this Agreement. No
destructive testing shall be conducted, however, without Seller’s prior approval which
shall not be unreasonably withheld. Following any such entry or work, unless otherwise
directed in writing by Seller, Buyer shall return the Property to the condition it was in
prior to such entry or work, including the recompaction or removal of any disrupted soil
or material as Seller may reasonably direct. All such inspections and tests and any other
work conducted or materials furnished with respect to the Property by or for Buyer shall
be paid for by Buyer as and when due and Buyer shall indemnify, defend, protect and hold
harmless Seller and the Property of and from any and all claims, liabilities, losses,
expenses (including reasonable attorneys’ fees), damages, including those for injury to
person or property, arising out of or relating to any such work or materials or the acts
or omissions of Buyer, its agents or employees in connection therewith.



15.
Further Documents and Assurances.



The Parties shall each, diligently and in good faith, undertake all actions and procedures
reasonably required to place the Escrow in condition for Closing as and when required by
this Agreement. The Parties agree to provide all further information, and to execute and
deliver all further documents, reasonably required by Escrow Holder
or the Title Company.



16.
Attorneys’ Fees.



If any Party or Broker brings an action or proceeding (including arbitration) involving the
Property whether founded in tort, contract or equity, or to declare
rights hereunder, the
Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon,
shall be entitled to reasonable attorneys’ fees. Such fees may be awarded in the same suit or
recovered in a separate suit, whether or not such action or proceeding is pursued to
decision or judgment. The term “Prevailing Party” shall include, without limitation, a
Party or Broker who substantially obtains or defeats the relief
sought, as the case may be,
whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker
of its claim or defense. The attorneys’ fees award shall not be computed in accordance with
any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees
reasonably incurred.



17. Prior Agreements/Amendments.




17.1 This Agreement supersedes
any and all prior agreements between Seller and Buyer regarding the
Property.




17.2 Amendments to this Agreement are effective only if made in
writing and executed by Buyer and Seller.



18. Broker’s Rights.



18.1 If this sale is not consummated due to the default of either the Buyer or
Seller, the defaulting Party shall be liable to and shall pay to Brokers the Brokerage Fee
that Brokers would have received had the sale been consummated. If Buyer is the defaulting
party, payment of said Brokerage Fee is in addition to any obligation with respect to
liquidated or other damages.



18.2 Upon the Closing. Brokers are authorized
to publicize the facts of this transaction.




	 	 	 	 	 	 	 
	
/s/
[Buyers Initials]


	 	 
	 	/s/
[Sellers Initials]

	 	 
	
 


	 	 
	 	 

	 	 
	 

INITIALS

	 	 
	 	 

INITIALS
	 	 










	 	 	 	 	 	 	 
	 

©2003 — AIR COMMERCIAL REAL ESTATE ASSOCIATION

	 	FORM OFA-7-6/07E









 


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19. Notices.



19.1
Whenever any Party. Escrow Holder or Brokers herein shall desire to give or serve
any notice, demand, request, approval, disapproval or other communication, each such
communication shall be in writing and shall be delivered personally, by messenger or by
mall, postage prepaid, to the address set forth in this Agreement or by facsimile
transmission.



19.2 Service of any such communication shall be deemed made on the date of actual
receipt if personally delivered. Any such communication sent by regular mail shall be deemed
given 48 hours after the same is mailed. Communications sent by United States Express Mail
or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours
after delivery of the same to the Postal Service or courier Communications transmitted by
facsimile transmission shall be deemed delivered upon telephonic confirmation of receipt
(confirmation report from fax machine is
sufficient), provided a copy is also delivered via delivery or mail. If such
communication is received on a Saturday, Sunday or legal holiday, it
shall be deemed
received on the next business day.



19.3 Any Party or Broker hereto may from time to time, by notice in writing, designate
a different address to which, or a different person or additional persons to whom, all
communications are thereafter to be made.



20. Duration of Offer.



20.1 If this
offer is not accepted by Seller on or before 5:00 P.M. according to the time
standard applicable to the city of Ontario on the date of September 26, 2008, it shall be deemed automatically revoked.



20.2 The acceptance of this offer, or of any subsequent counteroffer hereto, that
creates an agreement between the Parties as described in paragraph
1.2, shall be deemed
made upon delivery to the other Party or either Broker herein of a duly executed writing
unconditionally accepting the last outstanding offer or counteroffer.



21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if
initialed by both Parties). THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR
EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD
BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES
PROVIDED FOR THE BUYER’S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE
ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF $50,000.00. UPON PAYMENT OF
SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY
ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.



	 	 	 	 	 	 	 
	 

	 	 	 	/s/ [Sellers Initials]	 	 
	 

	 	 
	 	 	 	 
	 

	 	Buyer Initials
	 	Seller Initials
	 	 






22. ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is applicable only if
initialed by both Parties.)



22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED DAMAGES
AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY, SHALL BE DETERMINED BY BINDING
ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION
(“COMMERCIAL RULES”). ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY
IS LOCATED. ANY SUCH CONTROVERSY SHALL BE ARBITRATED BY 3 ARBITRATORS WHO SHALL BE
IMPARTIAL REAL ESTATE BROKERS WITH AT LEAST 5 YEARS OF FULL TIME EXPERIENCE IN BOTH THE
AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS
AGREEMENT. THEY SHALL BE APPOINTED UNDER THE COMMERCIAL RULES. THE ARBITRATORS SHALL HEAR
AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW, THE INTENTION OF THE
PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE
PRODUCED AT AN ARBITRATION HEARING. PRE-ARBITRATION DISCOVERY SHALL BE PERMITTED IN
ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS.
THE AWARD SHALL BE EXECUTED BY AT LEAST 2 OF THE 3 ARBITRATORS, BE RENDERED WITHIN 30 DAYS
AFTER THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS’ FEES AND COSTS
TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE ENTERED ON THE AWARD IN
ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED
OF THE ARBITRATION HEARING TO APPEAR THEREAT.



22.2 BUYER’S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT
BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES AND/OR SPECIFIC
PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF
LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY
BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.



22.3
NOTICE: BY INITIALINGIN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE
ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION DECIDED BY
NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU
MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE
SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH
RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE
TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION. YOU MAY BE COMPELLED TO
ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO
THIS ARBITRATION PROVISION IS VOLUNTARY.



WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE
MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION.



	 	 	 	 	 	 	 
	 

	 	 	 	/s/ [Sellers Initials]	 	 
	 

	 	 
	 	 	 	 
	 

	 	Buyer Initials
	 	Seller Initials
	 	 






23. Miscellaneous.



23.1 Binding Effect. This Agreement shall be binding on the Parties without regard to
whether or not paragraphs 21 and 22 are initialed by both of the Parties. Paragraphs 21
and 22 are each incorporated into this Agreement only if initialed by both Parties at
the time that the Agreement is executed.



23.2 Applicable Law. This Agreement shall be governed by, and paragraph 22.3 is
amended to refer to, the laws of the state in which the Property is located.




23.3 Time of Essence. Time is of the essence of this Agreement.



23.4 Counterparts.
This Agreement may be executed by Buyer and Seller in
counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument. Escrow Holder, after verifying that the counterparts
are identical except for the signatures, is authorized and instructed to combine the signed
signature pages on one of the counterparts, which shall then constitute the Agreement.



23.5
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE
RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING
OUT OF THIS AGREEMENT.



23.6 Conflict. Any conflict between the printed provisions of this Agreement and the
typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.



23.7 1031 Exchange. Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to participate in a 1031
exchange Any party initiating an exchange shall bear all costs of such exchange.



23.8 Days. Unless otherwise specifically indicated to the contrary, the word “days” as used in this Agreement shall mean and refer
to calendar days.



24. Disclosures Regarding The Nature of a Real Estate Agency Relationship.



24.1 The Parties and Brokers agree that their relationship(s) shall be governed by
the principles set forth in the applicable sections of the California Civil Code, as
summarized in paragraph 24.2.



24.2 When entering into a discussion with a real estate agent regarding a real estate
transaction, a Buyer or Seller should from the outset
understand what type of agency relationship or representation it has with the agent or
agents in the transaction. Buyer and Seller acknowledge being
advised by the Brokers in this transaction, as follows:



(a) Seller’s
Agent. A Seller’s agent under a listing agreement with the Seller acts as the
agent for the Seller only. A Seller’s agent or subagent
has the following affirmative obligations: (1) To the Seller: A fiduciary duty of utmost care,
integrity, honesty, and loyalty in dealings with the Seller. (2)
To the Buyer and the Seller: a
Diligent exercise of reasonable skills and care in performance of the agent’s duties, b. A duty of
honest and fair dealing and good faith c. A duty to disclose all
facts known to the agent
materially affecting the value or desirability of the property that are not known to, or within
the diligent attention and observation of, the Parties. An agent is not obligated to reveal to
either Party any confidential information obtained from the other
Party which does not involve the
affirmative duties set forth above.



	 	 	 	 	 	 	 
	
/s/
[Buyers Initials]


	 	 
	 	/s/
[Sellers Initials]

	 	 
	
 


	 	 
	 	 

	 	 
	 

INITIALS

	 	 
	 	 

INITIALS
	 	 










	 	 	 	 	 	 	 
	 

©2003 — AIR COMMERCIAL REAL ESTATE ASSOCIATION

	 	FORM OFA-7-6/07E







 


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(b) Buyer’s
Agent. A selling agent can, with a Buyer’s consent, agree to act as agent for the
Buyer only. In these situations, the agent is not the Seller’s
agent, even if by agreement the
agent may receive compensation for services rendered, either in full
or in part from the Seller. An
agent acting only for a Buyer has the following affirmative obligations. (1) To the Bayer: A
fiduciary duty of utmost care, integrity, honesty, and loyalty in
dealings with the Buyer. (2) To
the Buyer and the Seller: a Diligent exercise of reasonable
skills and care in performance of the
agent’s duties. b. A duty of honest and fair dealing and good
faith. c. A duty to disclose all facts
known to the agent materially affecting the value or desirability of the property that are not
known to, or within the diligent attention and observation of the Parties. An agent is not
obligated to reveal to either Party any confidential information obtained from the other Party
which does not involve the affirmative duties set forth above.



(c) Agent Representing Both Seller and Buyer. A real estate agent, either acting directly or
through one or more associate licenses, can legally be the agent of both the Seller and the Buyer
in a transaction, but only with the knowledge and consent of both the
Seller and the Buyer. (1) In
a dual agency situation, the agent has the following affirmative obligations to both the Seller and
the Buyer: a A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with
either Seller or the Buyer, b. Other duties to the Seller and the Buyer as stated above in their
respective sections (a) or (b) of this paragraph 24.2. (2) In representing both Seller and Buyer,
the agent may not without the express permission of the respective Party, disclose to the other
Party that the Seller will accept a price less than the listing price or that the Buyer will pay a
price greater than the price offered (3) The above duties of the agent in a real estate transaction
do not relieve a Seller or Buyer from the responsibility to protect their own interests. Buyer and
Seller should carefully read all agreements to assure that they adequately express their
understanding of the transaction. A real estate agent is a person qualified to advise about real
estate. If legal or tax advice is desired, consult a competent professional.



(d) Further
Disclosures. Throughout this transaction Buyer and Seller may receive more than
one disclosure, depending upon the number of agents assisting in the transaction. Buyer and Seller
should each read its
contents each time it is presented, considering the relationship
between them and the real estate agent in this transaction and that disclosure. Brokers have no
responsibility with respect to any default or breach hereof by either Party. The Parties agree that
no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to
this transaction may be brought against Broker more than one year after the Date of Agreement and
that the liability (including court costs and attorneys’ fees), of any Broker with respect to any
breach of duty, error or omission relating to this Agreement shall not exceed the fee received by
such Broker pursuant to this Agreement, provided, however, that the foregoing limitation on each
Broker’s liability shall not be applicable to any gross negligence or willful misconduct of such
Broker.



24.3 Confidential Information Buyer and Seller agree to identify to Brokers as “Confidential”
any communication or information given Brokers that is considered by such Party to be
confidential.



25. Construction
of Agreement. In construing this Agreement, all headings and titles are for the
convenience of the Parties only and shall not be considered a part of this Agreement. Whenever
required by the context, the singular shall include the plural and vice versa. Unless otherwise
specifically indicated to the contrary, the word “days” as
used in this Agreement shall mean and
refer to calendar days. This Agreement shall not be construed as if prepared by one of the Parties,
but rather according to its fair meaning as a
 whole, as if both Parties had prepared it.



26. Additional Provisions:



Additional provisions of this offer, if any, are as follows or are
attached hereto by an addendum consisting of paragraphs 1 through 5. (If there are no additional provisions write “NONE”.)



1. Upon expiration of Buyer’s contingecies the entire deposit of Fifty thousand dollars
($50,000,00) and 00/100 will become non-refundable and be released to Seller without any further
instructions to escrow holder.




2. Escrow
to close within thirty (30) days of the expiration of Buyer’s contingencies. In the
event Buyer extends said closing for an additional thirty (30) days to resolve city issues only for
Buyer’s intended use all other contingencies will be deemed
satisfied, Buyer to deposit an additional twenty five thousand dollars
($25,000.00) and
00/100 by 3 PM on the 29th day after expiration of contingencies. Said funds to be
non-refundable and released to Seller. All deposits will be applicable to Sale Price.



3. Buyer is purchasing and Seller is selling the property referred to as 17590 Foothill
Blvd., Fontana, CA “AS IS,” “WHERE IS,” without any guarantees or warranties. See
Addendum A.



4. Buyer to submit to Seller documentation acceptable to Seller of Buyer’s Ability to Close
within five (5) days of opening escrow. In the event Buyer is unable to provide
such documentation Seller retains the right to cancel said escrow without recourse.



5.
Property to remain on the market for back up offers during due diligence period.



ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE
ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF
THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:



1. SEEK
ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT.



2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF
THE PROPERTY. SAID
INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS
SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND
OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER’S INTENDED USE.



WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS
AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS
LOCATED.



NOTE:





	 	1.	 	THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY.







	 	2.	 	IF THE BUYER IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO
CORPORATE OFFICERS.







	 	 	 	 	 	 	 
	
/s/
[Buyers Initials]


	 	 
	 	/s/
[Sellers Initials]

	 	 
	
 


	 	 
	 	 

	 	 
	 

INITIALS

	 	 
	 	 

INITIALS
	 	 










	 	 	 	 	 	 	 
	 

©2003 — AIR COMMERCIAL REAL ESTATE ASSOCIATION

	 	FORM OFA-7-6/07E








 


PAGE 7 OF 8









 










The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and
acknowledges receipt of a copy hereof.



	 	 	 	 	 	 	 	 	 	 	 
	BROKER:

	 	 	 	BUYER:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Lee & Associates	 	Philip Elghanian or Assignee
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attn:

	 	Nick Wirick
	 	By:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	Date:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Address:

	 	 	 	Name Printed:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Telephone: (__)

	 	 	 	Telephone: (__)	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Facsimile: (__)

	 	 	 	Facsimile: (__)	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Email:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Federal ID No.:

	 	 	 	By:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Name Printed:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Address:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Telephone: (__)	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Facsimile: (__)	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Email:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Federal ID No.:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






27. Acceptance.



27.1 Seller accepts the foregoing offer to purchase the Property and hereby agrees to
sell the Property to Buyer on the terms and conditions therein specified.



27.2 Seller acknowledges that Brokers have been retained to locate a Buyer and are the
procuring cause of the purchase and sale of the Property set forth in this Agreement. In
consideration of real estate brokerage service rendered by Brokers, Seller agrees to pay
Brokers a real estate
Brokerage Fee in a sum equal to 4.5% of the Purchase Price to be divided equally between
Seller’s Broker and Buyer’s Broker. This
Agreement shall serve as an irrevocable instruction to Escrow Holder to pay such Brokerage
Fee to Brokers out of the proceeds accruing to the account of Seller at the Closing.



27.3 Seller acknowledges receipt of a copy hereof and authorizes Brokers to deliver a
signed copy to Buyer. In the event escrow is terminated after Seller receives the fifty
thousand dollars ($50,000.00) deposit Seller will release to Broker twenty five (25%) of total comission due.



NOTE:
A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS
AGREEMENT.



	 	 	 	 	 	 	 	 	 	 	 
	BROKER:

	 	 	 	SELLER:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	NAI Capital, Inc.	 	Roma Perian
	 	 	 	 	Hovic Perian
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attn:

	 	Dawn Lowder
	 	By:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	Vice President
	 	Date:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Address:

	 	3281 E. Guasti RD., Suite 225
	 	 Name Printed:
	 	Roma Perian	 	 	 	 
	 

	 	 Ontario, CA 91761	 	Title:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Telephone:

	 	(909) 945-2339
	 	Telephone: (__)	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Facsimile:

	 	(909) 945-2338
	 	Facsimile: (__)	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Email:
	 	dawn.lowder@naicapital.com
	 	 	 	 	 	 	 	 
	Federal ID No.:

	 	 	 	By:	 	/s/ Hovic Perian	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Name Printed:	 	Hovic Perian	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Address:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Telephone:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Facsimile:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Email:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Federal ID No.:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






NOTICE: These forms are often modified to meet changing requirements of law and Industry
needs. Always write or call to make sure you are utilizing the most current form: AIR
Commercial Real Estate Association, 800, W 6th Street, Suite 800, Los Angeles, CA 90017.
Telephone No. (213) 687-8777. Fax No.; (213) 687-8616.



© Copyright 2003 By AIR Commercial Real Estate Association.

All rights reserved.

No part of these works may be reproduced In any form without permission In writing.




	 	 	 	 	 	 	 
	
/s/
[Buyers Initials]


	 	 
	 	/s/
[Sellers Initials]

	 	 
	
 


	 	 
	 	 

	 	 
	 

INITIALS

	 	 
	 	 

INITIALS
	 	 










	 	 	 	 	 	 	 
	 

©2003 — AIR COMMERCIAL REAL ESTATE ASSOCIATION

	 	FORM OFA-7-6/07E










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