**EXHIBIT 10.2**
|  | **COMMERCIAL PROPERTY PURCHASE AGREEMENT  AND JOINT ESCROW INSTRUCTIONS  (NON-RESIDENTIAL)  (C.A.R. Form CPA, Revised 10/02)** | ** ** |
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Date ***May 12,2006 ,***at   ***PASO ROBLES,***California.
| **1.**     | **OFFER:**                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                           |   |
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| ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           |   |   |
| ** ** | **A.**                                                                                                                                                                                                                                                                                                                                                                                                                | **THIS  IS AN OFFER FROM   *COAST  NATIONAL BANK***(“Buyer”).                                                                                                                                                                                                              |   |   |
| ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           |   |   |
| ** ** | o  Individual(s), o A  Corporation, o A  Partnership, o An LLC, o An LLP,  or  Other    .                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                           |   |
| ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           |   |   |
| ** ** | ***B.***                                                                                                                                                                                                                                                                                                                                                                                                              | **THE  REAL PROPERTY TO BE ACQUIRED**is described  as   ***2102  SPRING STREET, PASO ROBLES, CA******LOTS 7, 8, 9,10,*****Assessor’s Parcel No.   ***008-225-011,***situated in ***PASO ROBLES,***County of ***SAN LUIS OBISPO,***California, (“Property”). |   |   |
| ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           |   |   |
| ** ** | ***C.***                                                                                                                                                                                                                                                                                                                                                                                                              | **THE PURCHASE PRICE**offered is ***One Million Six Hundred  Thousand ******  *********Dollars $***1,600,000.00 .***                                                                                                                                                            |   |   |
| ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           |   |   |
| ** ** | **D.**                                                                                                                                                                                                                                                                                                                                                                                                                | **CLOSE  OF ESCROW**shall occur on ***October 21, 2006***(date)  (or o    **Days**After Acceptance).                                                                                                                                                                       |   |   |
| ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                           |   |   |
| **2.**     | **FINANCE TERMS:**Obtaining the loans below **is a contingency**of this Agreement  unless: **(i)**either 2L or 2M is  checked below; or **(ii)**otherwise  agreed in writing. Buyer shall  act diligently and in good faith to obtain the designated loans. Obtaining  deposit, down payment and closing costs **is  not a contingency.**Buyer represents that funds will be good when  deposited with Escrow Holder. |

 
|            | ***A.***   | **INITIAL DEPOSIT:**Buyer  has given a deposit in the amount of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | $                                                                                              | ***25,000.00***             |   |
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| ** ** |       | to the agent submitting the offer (or to o         ), by Personal Check (or**x*         ),***made payable to    ***FIRST  AMERCIAN TITLE ,***which shall be  held uncashed until Acceptance and then deposited within **3**business days after Acceptance or o  , with Escrow Holder,  or o into Broker’s  trust account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                           |                        |
| ** ** |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                           |                        |
| ** ** | ***B.***   | **INCREASED  DEPOSIT:**Buyer shall deposit with Escrow Holder  an increased deposit in the amount of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | $            ***25, 000.00*** |                        |
| ** ** |       | *** ***within       **Days**After  Acceptance, or **x*  45 DAYS AFTER OPENING ESCROW .***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                                                                           |                        |
| ** ** |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                           |                        |
| ** ** | **C.**     | **FIRST LOAN IN THE AMOUNT OF         **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | $                                                                                              |              |   |
| ** ** | ** ** | NEW First Deed of Trust in favor of o  Lender, o  Seller,**        OR**o ASSUMPTION of  (or o “subject to”)  Existing First Deed of Trust  encumbering the Property, securing a note  payable at maximum interest of      % fixed rate, or     % initial adjustable rate with  a maximum interest rate of     %,  balance due in  years, amortized  over  years. (If checked: o and with a  margin not to exceed    %,   tied to the following index       .)  Buyer shall pay loan fees/points not to exceed      .Additional terms                                                                                                                                                                                                                                                                                              |   |                                                                                           |                        |
| ** ** |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                           |                        |
| ** ** | **D.**     | **SECOND LOAN IN THE AMOUNT  OF        **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | $                                                                                              |              |   |
| ** ** |       | NEW Second Deed of Trust in favor of o  Lender, o  Seller, **       OR**o ASSUMPTION of  (or o “subject to”)  Existing Second Deed of Trust encumbering the Property, securing a note  payable at maximum interest of          % fixed rate, or           %  initial adjustable rate with a maximum interest rate of             %, balance due in  years, amortized  over           years.  (If checked: o and with a  margin not to exceed          %,  tied to the following index:              .)  Buyer shall pay loan fees/points not to exceed               . Additional terms                    |   |                                                                                           |                        |
| ** ** |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                           |                        |
| ** ** | **E.**     | **ADDITIONAL  FINANCING TERMS:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | $                                                                                              |              |   |
| ** ** |       | ***THIS IS A CASH OFFER.***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                           |                        |
| ** ** |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                           |                        |
| ** ** | **F.**     | **BALANCE OF  PURCHASE PRICE**(not  including costs of obtaining loans and other closing costs) in the  amount of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | $                                                                                              | ***1, 550,  000.00********* |   |
| ** ** | ** ** | to be deposited with Escrow  Holder within sufficient time to close escrow.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                           |                        |
| ** ** |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                           |                        |
| ** ** | ***G.***   | **PURCHASE  PRICE (TOTAL):**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | $                                                                                              | ***1, 600,  000.00***       |   |

 
|            | **H.** | **LOAN  APPLICATIONS:**Within  **7 (or**o  ) **Days**After  Acceptance, Buyer shall provide Seller a letter from lender or mortgage loan broker stating that, based on a review of  Buyer’s written application and credit report, Buyer is prequalified or  preapproved for any NEW loan specified above.                                                                                                                                                                                                                                                                                                                                                                               |
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| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
| ** ** | **I.** | **VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS:**Buyer (or Buyer’s lender  or loan broker pursuant to 2H) shall, within **7 (or**o  ) **Days**After Acceptance, provide Seller written verification  of Buyer’s down payment and closing costs.                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
| ** ** | **J.** | **LOAN  CONTINGENCY REMOVAL: (i)**Within **17 (or**o  ) **Days**After  Acceptance Buyer shall, as specified in paragraph 17, remove the loan contingency or cancel this Agreement; **OR (ii)**(if checked) o loan contingency shall  remain in effect until the designated loans are funded.                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
| ** ** | **K.** | **APPRAISAL CONTINGENCY AND REMOVAL:**This  Agreement is **(OR,**if checked, **x****is NOT) contingent upon the  Property appraising at no less than the specified purchase price. If there is  a loan contingency, at the time the loan contingency is removed (or, if  checked, o  within **17 (or           ) Days**After  Acceptance), Buyer shall, as specified in paragraph 17, remove the appraisal  contingency or cancel this Agreement. If there is no loan  contingency, Buyer shall, as specified in paragraph 17, remove the appraisal  contingency within **17 (or         ) Days**After Acceptance. |

 

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* *

***2110 SPRING STREET, PASO ROBLES, CA***

PropertyAddress: ***PASO ROBLES, CA 93446 ***Date:***May 12, 2006***

**L.**                o**NO LOAN CONTINGENCY**(If checked): Obtainingany loan in paragraphs 2C, 2D, 2E or elsewhere in this Agreement, is NOT acontingency ofthis Agreement. If Buyer does not obtain the loan and as a result Buyer doesnot purchase the Property, Seller may be entitled to Buyer’s deposit or other legal remedies.

***M.*****______****x**********ALL CASH OFFER**(If checked): No loan is needed to purchase the Property. Buyer shall,within **7 (or**o**  **) Days****After Acceptance, provide Seller writtenverification of sufficient funds to close this transaction.

**N.****              ****SELLER FINANCING:**For any Seller financing designated above,Buyer is to execute a note secured by a deed of trust in favor of Seller, onthe terms and conditions set forth in the attached addendum (C.A.R. Form SFA).

**O.****             ****ASSUMEDOR “SUBJECT TO” FINANCING:**Seller represents that Seller is not delinquent on anypayments due on any loans. Seller shall, within the time specified in paragraph 17, provideCopies of all applicable notes and deeds of trust, loan balances and currentinterest rates to Buyer. Buyer shall then, as specified in paragraph 17, remove thiscontingency or cancel this Agreement. Differences between estimated and actual loan balances shallbe adjusted at Close Of Escrow by cash down payment. Impound accounts, if any,shall be assigned and charged to Buyerand credited to Seller. Seller is advised that Buyer’s assumption of anexisting loan may not release Seller from liability on that loan. If the Property is acquired subject to an existing loan,Buyer and Seller are advised to consult with legal counsel regarding theability of an existing lender to call the loan due, and the consequencesthereof.

**3.        ****CLOSING****AND OCCUPANCY:**

**A.****              ****Seller-Occupied or VacantUnits:**Occupancy shall bedelivered to Buyer at ***12***o***AM  *****x***** PM *****x**** **on the date of Close OfEscrow;                 on        ; or o no later than           Days****After Close Of Escrow. (C.A.R. Form PAA, paragraph2.) If transfer of title and occupancy do not occur at the same time,Buyer and Seller are advised to: **(i)**enterinto a written occupancy agreement; and **(ii)**consultwith their insurance and legal advisors.

**B.****              ****Tenant-Occupied Units:**Possession and occupancy, subject to therights of tenants under existing leases, shall be delivered to Buyer on CloseOf Escrow.

C.                At Close Of Escrow,Seller assigns to Buyer any assignable warranty rights for items included inthe sale and shall provide any available Copies of such warranties. Brokers cannot and will not determine theassignability of any warranties.

D.               At Close Of Escrow, unless otherwise agreed inwriting, Seller shall provide keys and/or means to operate all locks,mailboxes, security systems, alarms and garage door openers. If the Property isa unit in a condominium or located in a common-interest subdivision, Buyer maybe required to pay a deposit to the Owners’ Association (“OA”) to obtain keysto accessible OA facilities.

**4.****                         ****SECURITYDEPOSITS:**Securitydeposits, if any, to the extent they have not been applied by Seller inaccordance with any rental agreement and current Law, shall be transferred to Buyer on Close Of Escrow. Sellershall notify each tenant, in compliance with the Civil Code.

**5.****                         ****ALLOCATIONOF COSTS**(ifchecked ): Unless otherwise specified here, this paragraph only determines whois to pay for the report, inspection, test or service mentioned. If notspecified here or elsewhere in this Agreement, the determination of who is topay for any work recommended or identified by any such report, inspection, test or service is by the methodspecified in paragraph 17.

**A.****              ****INSPECTIONS AND REPORTS:**

(1) oBuyer o Seller shall pay forsewer connection, if required by Law prior to Close Of Escrow                            ..

**(2)  **o****Buyero Seller shall pay tohave septic or private sewage disposal system inspected                                        ..

**(3)  **o****Buyero Seller shall pay tohave domestic wells tested for water potability and productivity                           ..

***(4)  *****x********Buyer oSeller shall pay for a natural hazard zone disclosure report prepared by ***COMPANY OF SELLER CHOICE .***

**(5)  **o****Buyero Seller shall pay forthe following inspection or report                                                                           ..

**(6)  **o****Buyero Seller shall pay forthe following inspection or report                                                                           ..

**B.****              ****GOVERNMENT REQUIREMENTSAND RETROFIT:**

***(1)  *****x********Buyer o Seller shall pay forsmoke detector installation and/or water heater bracing, if required by Law.Prior to Close Of Escrow, Seller shallprovide Buyer a written statement of compliance in accordance with state andlocal Law, unless exempt.

***(2)  *****x********Buyer o Seller shall pay the costof compliance with any other minimum mandatory government retrofit standards,inspections and reports ifrequired as a condition of closing escrow under any Law.

***(3)  *****x********Buyer o Seller shall pay forinstallation of approved fire extinguisher(s), sprinkler(s), and hose(s), ifrequired by Law, which shall be installed prior to Close Of Escrow. Prior to Close OfEscrow Seller shall provide Buyer a written statement of compliance, ifrequired by Law.

**C.****              ****ESCROW AND TITLE:**

***(1)  *****x*  ***Buyer   **x  * ***Seller shall pay escrow fee ***50-50***                            .******

Escrow Holder shall be ***FIRST AMERICAN TITLE  ***                             .

**(2)  **o****Buyer **x********Seller shall pay for **owner’s**title insurance policy specified inparagraph 16 Owner’s title policy to be issued by ***FIRST AMERICAN TITLE .***(Buyer shall pay for any title insurance policy insuringBuyer’s **lender,**unless otherwiseagreed in writing.)

**D.****              ****OTHER COSTS:**

**(1)  **o****Buyer **x********Sellershall pay County transfer tax or transfer fee       ..

**(2)  **o****Buyer oSeller shall pay City transfer tax or transfer fee        .

(3)  oBuyer oSeller shall pay OA transfer fees       ..

(4)  oBuyer oSeller shall pay OA document preparation fees       ..

(5)  oBuyer oSeller shall pay for       ..

(6)  o Buyer o Seller shall pay for        .
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| Copyright © 1991-2006, CALIFORNIA ASSOCIATION  OF REALTORS®, INC. | Seller’s Initials | (      | )      | (      | )      |
| Reviewed by                                                       |                   |   | Date   |   |
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**CPA REVISED 10/02**

**COMMERCIALPROPERTY PURCHASE AGREEMENT**

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**6.        ****SELLER****DISCLOSURES:**

**A.****              ****NATURAL AND ENVIRONMENTALDISCLOSURES:**Seller shall, within the time specified inparagraph 17, if required by Law: **(i)**deliverto Buyer earthquake guides (andquestionnaire) and environmental hazards booklet; **(ii)**even if exempt from the obligation to provide an NHD,disclose if the Property is located in a Special Flood Hazard Area;Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State FireResponsibility Area; Earthquake Fault Zone;Seismic Hazard Zone; and **(iii)**discloseany other zone as required by Law and provide any other information requiredfor those zones.

**B.****              ****ADDITIONAL DISCLOSURES:**Within the time specified in paragraph 17,Seller shall provide to Buyer, in writing, the following disclosures,documentation and information:

**(1)****          ****RENTAL SERVICE AGREEMENTS: (i)**All current leases, rental agreements, service contracts,and other agreements pertaining to the operation of the Property; and **(ii)**a rental statement including names oftenants, rental rates, period of rental, date of last rent increase, security deposits, rental concessions, rebates, or otherbenefits, if any, and a list of delinquent rents and their duration. Sellerrepresents that no tenant is entitled to any concession, rebate,or other benefit, except as set forth in these documents.

**(2)****          ****INCOME AND EXPENSESTATEMENTS:**The books and records, including a statement ofincome and expense for the 12 months preceding Acceptance. Seller represents that the books and records are thosemaintained in the ordinary and normal course of business, and used by Sellerin the computation of federal and state income tax returns.

(3)            o**TENANT ESTOPPEL CERTIFICATES:**(Ifchecked) Tenant estoppel certificates (C.A.R. Form TEC) completed by Seller orSeller’s agent, and signed by tenants,acknowledging: **(i)**that tenants’rental or lease agreements are unmodified and in full force and effect (or ifmodified, stating all such modifications); **(ii)**that no lessor defaults exist; and **(iii)**stating the amount of any prepaidrent or security deposit.

**(4)****          ****SURVEYS,PLANS AND ENGINEERING DOCUMENTS:**Copies of surveys, plans, specifications andengineering documents, if any, in Seller’spossession or control.

**(5)****          ****PERMITS:**If in Seller’s possession,Copies of all permits and approvals concerning the Property, obtained from anygovernmental entity, including, but not limited to,certificates of occupancy, conditional use permits, development plans, andlicenses and permits pertaining to the operation of the Property.

**(6)****          ****STRUCTURAL MODIFICATIONS:**Any known structural additions or alterationsto, or the installation, alteration, repair or replacement of, significantcomponents of the structure(s) upon the Property.

**(7)****          ****GOVERNMENTALCOMPLIANCE:**Any improvements, additions, alterations or repairs made by Seller, orknown to Seller to have been made, withoutrequired governmental permits, final inspections, and approvals.

**(8)****          ****VIOLATION NOTICES:**Anynotice of violations of any Law filed or issued against the Property andactually known to Seller.

**(9)****          ****MISCELLANEOUS ITEMS:**Anyof the following, if actually known to Seller: **(i)**any current pending lawsuit(s), investigation(s),inquiry(ies), action(s), or other proceeding(s) affecting the Property, or theright to use and occupy it; **(ii)**anyunsatisfied mechanic’s or materialman’s lien(s) affecting the Property; and **(iii)**that any tenant of the Property isthe subject of a bankruptcy.

**7.****           ****x**********ENVIRONMENTAL SURVEY**(If checked): Within ***45*Days**After Acceptance, Buyer shall beprovided a phase one environmental survey report paid for and obtained by **x********Buyer oSeller. Buyer shall then, as specified in paragraph 17,remove this contingency or cancel this Agreement.

**8.****                         ****CONDOMINIUM/PLANNED UNITDEVELOPMENT DISCLOSURES:**

**A.****              ****SELLER HAS: 7 (or**o   ) **Days**After Acceptance to disclose to Buyer whether theProperty is a condominium, or located in a planned unit development orother common interest subdivision.

B.**________**IfProperty is a condominium, or located in a planned unit development or othercommon interest subdivision, Seller has **3 (or**o  )**Days**After Acceptance to request from the OA (C.A.R.Form HOA): **(i)**Copies of anydocuments required by Law; **(ii)**disclosureof any pending or anticipated claimor litigation by or against the OA; **(iii)**astatement containing the location and number of designated parking and storagespaces; **(iv)**Copies of themost recent 12 months of OA minutes for regular and special meetings; and **(v)**the names and contact information ofall OA’s governing the Property. (Collectively, “CI Disclosures.”) Seller shallitemize and deliver to Buyer all CI Disclosures received from the OA and any CIDisclosures in Seller’s possession. Buyer’s approval of CI Disclosures is acontingency of this Agreement as specified in paragraph 17.

**9.****                         ****SUBSEQUENT DISCLOSURES:**In the event Seller, prior to Close Of Escrow, becomesaware of adverse conditions materially affecting the Property, orany material inaccuracy in disclosures, information or representationspreviously provided to Buyer of which Buyer is otherwise unaware, Seller shall promptly provide a subsequent or amended disclosureor notice in writing, covering those items. **However,a subsequent or amended disclosure****shall not be required for conditions and material inaccuracies disclosedin reports ordered and paid for by Buyer.**

**10.****                  ****CHANGES DURING ESCROW:**

A.              Priorto Close Of Escrow, Seller may only engage in the following acts, (“ProposedChanges”), subject to Buyer’s rights in paragraph 17: **(i)**rent or lease any vacant unit or otherpart of the premises; **(ii)**alter,modify, or extend any existing rental or lease agreement; **(iii)**enter into, alter, modify or extendany service contract(s); or **(iv)**changethe status of the condition of the Property.

B.________ At least **7(or**o                       ) **Days**priorto any Proposed Changes, Seller shall give written notice to Buyer of anyProposed Changes.

**11.****                  ****CONDITIONS AFFECTINGPROPERTY:**

A.              Unless otherwise agreed: **(i) the Property is sold (a) in its PRESENT physical condition as of thedate of Acceptance and (b) subject to****Buyer’s Investigation rights; (ii)**the Property, including pool, spa, landscaping andgrounds, is to be maintained in substantially the same conditionas on the date of Acceptance; and **(iii)**alldebris and personal property not included in the sale shall be removed by CloseOf Escrow.

**B.****              ****SELLER SHALL, within the timespecified in paragraph 17, DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS affectingthe Property, including known insurance claims within the past five years, ANDMAKE OTHER DISCLOSURES REQUIRED BY LAW.**

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**C.****              ****NOTE TO BUYER: You arestrongly advised to conduct investigations of the entire Property in order todetermine its present condition since Seller may not be aware of all defectsaffecting the Property or other factors that you consider important. Propertyimprovements may not be built according to code, in compliance with currentLaw, or have had permits issued.**

**D.****              ****NOTE TOSELLER: Buyer has the right to inspect the Property and, as specified inparagraph 17, based upon information discovered****in those inspections: (i)cancel this Agreement; or (ii) request that you make Repairs or take otheraction.**

**12.****                  ****ITEMS INCLUDED AND EXCLUDED:**

**A.****              ****NOTE TO BUYER AND SELLER:**Items listed as included or excluded in theMLS, flyers or marketing materials are not included in the purchase price orexcluded from the sale unless specified in 12B or C.

**B.****              ****ITEMS INCLUDED IN SALE:**

(1)            All EXISTING fixtures and fittings that areattached to the Property.

(2)            Existing electrical,mechanical, lighting, plumbing and heating fixtures, ceiling fans, fireplaceinserts, gas logs and grates, solar systems, built-in appliances, window and door screens, awnings, shutters, windowcoverings, attached floor coverings, television antennas, satellite dishes,private integrated telephone systems, air coolers/conditioners, pool/spaequipment, garage door openers/remote controls, mailbox, in-ground landscaping,trees/shrubs, water softeners, water purifiers, security systems/alarms.

(3)            A complete inventory of all personal propertyof Seller currently used in the operation of the Property and included in thepurchase price shall be delivered to Buyer within the time specified inparagraph 17.

(4)            Seller represents that all items included inthe purchase price are, unless otherwise specified, owned by Seller. Within thetime specified in paragraph 17, Seller shall give Buyer a list of fixtures notowned by Seller.

(5)            Seller shall deliver title to the personalproperty by Bill of Sale, free of all liens and encumbrances, and withoutwarranty of condition.

(6)            As additional securityfor any note in favor of Seller for any part of the purchase price, Buyer shallexecute a UCC-1 Financing Statement to be filed with the Secretary of State, covering the personal propertyincluded in the purchase, replacement thereof, and insurance proceeds.

**C.****              ****ITEMS EXCLUDED FROM SALE: *SELLER PERSONAL PROPERTY: SELLER WILL PROVIDE LIST.***

**13.****                  ****BUYER’S INVESTIGATION OFPROPERTY AND MATTERS AFFECTING PROPERTY:**

A.              Buyer’s acceptance of thecondition of, and any other matter affecting the Property is a contingency ofthis Agreement, as specified in this paragraph and paragraph 17. Within the time specified in paragraph 17,Buyer shall have the right, at Buyer’s expense unless otherwise agreed, to conduct inspections, investigations, tests,surveys and other studies (“Buyer Investigations”), including, but not limitedto, the right to: **(i)**inspect for lead-based paint and other lead-basedpaint hazards; **(ii)**inspect forwood destroying pests and organisms; **(iii)**confirmthe insurability of Buyer and theProperty; and **(iv)**satisfy Buyeras to any matter of concern to Buyer. Without Seller’s prior written consent,Buyer shall neither make nor cause tobe made: **(i)**invasive ordestructive Buyer Investigations; or **(ii)**inspectionsby any governmental building or zoning inspector, or governmentemployee, unless required by Law.

B.                Buyer shall complete Buyer Investigations and,as specified in paragraph 17, remove the contingency or cancel this Agreement.Buyer shall give Seller, at no cost, completeCopies of all Buyer Investigation reports obtained by Buyer. Seller shall makeProperty available for all Buyer Investigations.Seller shall have water, gas, electricity, and all operable pilot lights on forBuyer’s Investigations and through the date possession is made availableto Buyer.

**14.****                  ****REPAIRS:**Repairs shall be completed prior to finalverification of condition unless otherwise agreed in writing. Repairs to beperformed at Seller’s expense may beperformed by Seller or through others, provided that the work complies withapplicable Law, including governmental permit, inspection and approvalrequirements. Repairs shall be performed in a good, skillful manner withmaterials of quality and appearance comparable to existing materials. It isunderstood that exact restoration of appearance or cosmetic items following allRepairs may not be possible. Seller shall: **(i)**obtain receipts for Repairsperformed by others; **(ii)**preparea written statement indicating the Repairs performed by Seller and the date ofsuch Repairs; and **(iii)**provideCopies of receipts and statements to Buyer prior to final verification ofcondition.

**15.****                  ****BUYERINDEMNITY AND SELLER PROTECTION FOR ENTRY UPON PROPERTY:**Buyer shall: **(i)**keep the Property free and clear ofliens; **(ii)**Repair all damage arisingfrom Buyer Investigations; and **(iii)**indemnifyand hold Seller harmless from all resulting liability, claims, demands, damages and costs. Buyer shall carry, or Buyershall require anyone acting on Buyer’s behalf to carry policies of liability,workers’ compensation and other applicableinsurance, defending and protecting Seller from liability for any injuries topersons or property occurring during any Buyer Investigations or workdone on the Property at Buyer’s direction prior to Close Of Escrow. Seller isadvised that certain protections may be afforded Seller by recording a “Noticeof Non-Responsibility” (C.A.R. Form NNR) for Buyer Investigations and work doneon the Property at Buyer’s direction. Buyer’s obligations under this paragraphshall survive the termination of this Agreement.

**16.****                  ****TITLE AND VESTING:**

A.              Within the time specifiedin paragraph 17, Buyer shall be provided a current preliminary (title) report,which is only an offer by the title insurer to issue a policy of title insurance and may notcontain every item affecting title. Buyer’s review of the preliminary reportand any other matters which mayaffect title are a contingency of this Agreement as specified in paragraph 17.

B.                Title is taken in itspresent condition subject to all encumbrances, easements, covenants,conditions, restrictions, rights and other matters, whether of record or not,as of the date of Acceptance except: **(i)**monetaryliens of record unless Buyer is assuming those obligations or taking the property subject to those obligations; and**(ii)**those matters which Sellerhas agreed to remove in writing.

C.                Within the time specifiedin paragraph 17, Seller has a duty to disclose to Buyer all matters known toSeller affecting title, whether of record or not.

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D.               AtClose Of Escrow, Buyer shall receive a grant deed conveying title (or, forstock cooperative or long-term lease, an assignment of stock certificate or ofSeller’s leasehold interest), including oil, mineral and water rights ifcurrently owned by Seller. Title shall vest as designated in Buyer’ssupplemental escrow instructions. THE MANNER OF TAKING TITLE MAY HAVESIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL.

E.                 Buyershall receive a standard coverage owner’s CLTA policy of title insurance. AnALTA policy or the addition of endorsements may provide greater coverage forBuyer. A title company, at Buyer’s request, can provide information about theavailability, desirability, coverage, and cost of various title insurancecoverages and endorsements. If Buyer desires title coverage other than thatrequired by this paragraph, Buyer shall instruct Escrow Holder in writing andpay any increase in cost.

**17.****                   TIME PERIODS;REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods mayonly be****extended, altered, modified or changed bymutual written agreement. Any removal of contingencies or cancellation under****thisparagraph must be in writing (C.A.R. Form CR).**

**A.****              ****SELLER HAS: 7 (or****x*****  25 )*****Days**After Acceptance todeliver to Buyer all reports, disclosures and information for which Seller is responsible under paragraphs5, 6A and B, 8A, 11 B, 12B (3) and (4) and 16.

**B.****              ****BUYER HAS: 17 (or****x*****  45 )*****Days**After Acceptance, unlessotherwise agreed in writing, to:

(1)            Completeall Buyer Investigations; approve all disclosures, reports and other applicableinformation, which Buyer receives fromSeller; and approve all matters affecting the Property (including lead-basedpaint and lead-based paint hazards as well as other information specifiedin paragraph 6 and insurability of Buyer and the Property).

(2)            Withinthe time specified in 17B(1), Buyer may request that Seller make repairs ortake any other action regarding the Property (C.A.R. Form RR). Seller has noobligation to agree to or respond to Buyer’s requests.

(3)            Bythe end of the time specified in 17B(1) (or 2J for loan contingency or 2K forappraisal contingency), Buyer shall remove, in writing, the applicablecontingency (C.A.R. Form CR) or cancel this Agreement. However, if the followinginspections, reports or disclosures are not made within the timespecified in 17A, then Buyer has **5 (or****x*****  14 )*****Days**after receipt of any suchitems, or the time specified in, whichever is later, to remove the applicablecontingency or cancel this Agreement in writing: **(i)**government-mandated inspections or reports required as acondition of closing; **(ii)**CommonInterest Disclosures pursuant to paragraph8B; **(iii)**a subsequent or amendeddisclosure pursuant to paragraph 9; **(iv)**ProposedChanges pursuant to paragraph 10B; and **(v)**environmental survey pursuant to paragraph 7.

**C.****              ****CONTINUATION OFCONTINGENCY OR CONTRACTUAL OBLIGATION; SELLER RIGHT TO CANCEL:**

**(1)****           Seller right to Cancel: Buyer Contingencies:**Seller, after first giving Buyer a Notice to Buyerto Perform (as specified below), may cancel this Agreement in writingand authorize return of Buyer’s deposit if, by the time specified in the Agreement, Buyerdoes not remove in writing the applicable contingency or cancel this Agreement.Once all contingencies have been removed, failure of either Buyer or Seller toclose escrow in time may be a breach of this Agreement.

**(2)****          ****Continuation of Contingency:**Even after the expiration of the timespecified in 17B, Buyer retains the right to make requests to Seller, remove in writing the applicable contingency orcancel this Agreement until Seller cancels pursuant to 17C(1). OnceSeller receives Buyer’s written removal of all contingencies, Seller may notcancel this Agreement pursuant to 17C(1).

**(3)****           Sellerright to Cancel: Buyer Contract Obligations:**Seller, after first givingBuyer a Notice to Buyer to Perform (as specified below), may cancel thisAgreement in writing and authorize return of Buyer’s deposit for any of thefollowing reasons: **(i)**if Buyer fails to deposit funds asrequired by 2A or 2B; **(ii)**if thefunds deposited pursuant to 2A or 2B are not good when deposited; **(iii)**if Buyer fails to provide a letter asrequired by 2H; **(iv)**if Buyerfails to provide verification as required by 2I or 2M; **(v)**if Seller reasonably disapproves of theverification provided by 2I or 2M. **Seller isnot required to give Buyer a Notice to Perform regarding Close Of Escrow.**

**(4)****           NoticeTo Buyer To Perform:**The Notice to Buyer to Perform (C.A.R. Form NBP) shall**(i)**be in writing; **(ii)**be signed by Seller; and **(iii)**give Buyer at least **24**(or o    ) hours (or until the time specified in theapplicable paragraph, whichever occurs last)to take the applicable action. A Notice to Buyer to Perform may not be givenany earlier than **2 Days**Prior to theexpiration of the applicable time for Buyer to remove a contingency or cancelthe Agreement or meet a 17C(3) obligation.

**D.****              ****EFFECT OF BUYER’S REMOVALOF CONTINGENCIES:**If Buyer removes, in writing, anycontingency or cancellation rights, unlessotherwise specified in a separate written agreement between Buyer and Seller,Buyer shall conclusively be deemed to have: **(i)**completed all Buyer Investigations, and review of reportsand other applicable information and disclosures pertaining to that contingency or cancellation right; **(ii)**elected to proceed with thetransaction; and **(iii)**assumed allliability, responsibility, and expense for Repairs or correctionspertaining to that contingency or cancellation right, or for inability to obtainfinancing.

**E.****                ****EFFECT OF CANCELLATION ON DEPOSITS:**If Buyer or Seller gives written notice of cancellationpursuant to rights duly exercised under the terms of thisAgreement, Buyer and Seller agree to Sign mutual instructions to cancel thesale and escrow and release deposits, less fees and costs, to the partyentitled to the funds. Fees and costs may be payable to service providers andvendors for services and products provided during escrow. **Release of funds will require mutual Signed release instructionsfrom Buyer and Seller, judicial decision or arbitration award.**

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**18.****                   FINALVERIFICATION OF CONDITION:**Buyer shall have the right to make a finalinspection of the Property within **5 (or**o  ) **Days**Prior to Close Of Escrow, NOT AS ACONTINGENCY OF THE SALE, but solely to confirm: **(i)**the Property is maintained pursuant to paragraph 11A; **(ii)**Repairs have been completed as agreed;and **(iii)**Seller has complied withSeller’s other obligations under this Agreement.

**19.****           ****ENVIRONMENTAL HAZARDCONSULTATION:**Buyer andSeller acknowledge: **(i)**Federal,state, and local legislation impose liability upon existing and former ownersand users of real property, in applicable situations, for certain legislativelydefined, environmentally hazardous substances; **(ii)**Broker(s) has/have madeno representation concerning the applicability of any such Law to thistransaction or to Buyer or to Seller, except as otherwise indicated inthis Agreement; **(iii)**Broker(s)has/have made no representation concerning the existence, testing, discovery,location and evaluation of/for, and risksposed by, environmentally hazardous substances, if any, located on orpotentially affecting the Property; and **(iv)**Buyerand Seller are each advised to consult with technical and legal expertsconcerning the existence, testing, discovery, location and evaluation of/for, andrisks posed by, environmentally hazardous substances, if any, located on orpotentially affecting the Property.

**20.****           ****AMERICANSWITH DISABILITIES ACT:**The Americans With Disabilities Act (“ADA”) prohibitsdiscrimination against individuals with disabilities. The ADA affects almostall commercial facilities and public accommodations. The ADA can require, amongother things, that buildings be made readily accessible to the disabled.Different requirements apply to new construction, alterations to existingbuildings, and removal of barriers in existing buildings. Compliance with the ADA may require significantcosts. Monetary and injunctive remedies may be incurred if the Property is notin compliance. A real estate broker does not have the technical expertise todetermine whether a building is in compliance with ADA requirements, or to advise a principal on those requirements. Buyerand Seller are advised to contact an attorney, contractor, architect, engineeror other qualified professional of Buyer’s or Seller’s own choosing todetermine to what degree, if any, the ADA impacts that principal or thistransaction.

**21.****           ****LIQUIDATEDDAMAGES: If Buyer fails to complete this purchase because of Buyer’s default,Seller shall****retain, as liquidated damages, the deposit actuallypaid. Buyer and Seller agree that this amount is a****reasonablesum given that it is impractical or extremely difficult to establish the amountof damages that****would actually be suffered by Seller in the event Buyer were to breachthis Agreement. Release of funds will require mutual, Signed releaseinstructions from both Buyer and Seller, judicial decision or arbitrationaward.**

**Buyer’sInitials            /               Seller’sInitials              ** /

**22.****                ****DISPUTERESOLUTION:**

**A.****              ****MEDIATION:**Buyer and Seller agree to mediate any disputeor claim arising between them out of this Agreement, or any resultingtransaction, before resorting to arbitrationor court action. Paragraphs 22B(2) and (3) below apply to mediation whether ornot the Arbitration provision is initialed.Mediation fees, if any, shall be divided equally among the parties involved.If, for any dispute or claim to which this paragraph applies, any partycommences an action without first attempting to resolve the matter throughmediation, or refuses to mediate after a request has been made, then that party shall not be entitled torecover attorney fees, even if they would otherwise be available to that partyin any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THEARBITRATION PROVISION IS INITIALED.

**B.****              ****ARBITRATION OF DISPUTES: (1) Buyer and Seller agreethat any dispute or claim in Law or equity arising between them out of thisAgreement or any resulting transaction, which is not settled through mediation,shall be decided by neutral, binding arbitration, including and subject toparagraphs 22B(2) and (3) below. Thearbitrator shall be a retired judge or justice, or an attorney with at least 5years of real estate transactional Lawexperience, unless the parties mutually agree to a different arbitrator, whoshall render an award in accordance with substantive California Law. Theparties shall have the right to discovery in accordancewith Code of Civil Procedure §1283.05. In all other respects, the arbitrationshall be conducted in accordance with Title 9 of Part III of theCalifornia Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered into any courthaving jurisdiction. Interpretation of this agreement to arbitrate shallbe governed by the Federal Arbitration Act.**

**(2)  EXCLUSIONSFROM MEDIATION AND ARBITRATION: The following matters are excluded frommediation and arbitration: (i) a****judicial or non-judicialforeclosure or other action or proceeding to enforce a deed of trust, mortgage,or installment land sale****contract as defined in Civil Code §2985; (ii) an unlawfuldetainer action; (iii) the filing or enforcement of a mechanic’s lien; and (iv)any matter that is within the jurisdiction ofa probate, small claims, or bankruptcy court. The filing of a court action toenable the recording of a notice of pending action, for order ofattachment, receivership, injunction, or other provisional remedies, shall notconstitute a waiver of the mediation and arbitration provisions.**

**(3)  ****BROKERS:Buyer and Seller agree to mediate and arbitrate disputes or claims involvingeither or both Brokers, consistent with****22A and B, provided either or bothBrokers shall have agreed to such mediation or arbitration prior to, or withina reasonable time after, the dispute or claim is presented to Brokers. Anyelection by either or both Brokers to participate in mediation or arbitration****shall not result in Brokersbeing deemed parties to the Agreement.**

**“NOTICE: BYINITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE****ARISINGOUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION DECIDED****BY NEUTRAL ARBITRATION ASPROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESSTO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIALRIGHTS TO DISCOVERY AND APPEAL, UNLESSTHOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION.IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOUMAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OFCIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.”**

**“WE HAVE READ AND UNDERSTAND THEFOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED INTHE ‘ARBITRATION OF DISPUTES’ PROVISION TO NEUTRAL ARBITRATION.”**

**Buyer’sInitials                           Seller’sInitials              ** /

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**23.         ****ASSIGNMENT:**Buyer shall not assign all or any part ofBuyer’s interests in this Agreement without first having obtained the writtenconsent of Seller. Such consent shall not be unreasonably withheld, unlessotherwise agreed in writing. Any total or partial assignment shall not relieveBuyer of Buyer’s obligations pursuant to this Agreement.

**24.****                ****SUCCESSORS AND ASSIGNS:**This Agreement shall be binding upon, andinure to the benefit of, Buyer and Seller and their respective successors andassigns, except as otherwise provided herein.

**25.****                ****COPIES:**Seller and Buyer each represent thatCopies of all reports, documents, certificates, approvals and other documentsthat are furnished to the other are true, correct and unaltered Copies of theoriginal documents, if the originals are in the possession of the furnishingparty.

**26.****                ****NOTICES:**Whenevernotice is given under this Agreement, each notice shall be in writing, andshall be delivered personally, by facsimile, or by mail, postage prepaid.Notice shall be delivered to the address set forth below the recipient’ssignature of acceptance. Either party may change its notice address byproviding notice to the other party.

**27.****                  ****AUTHORITY:**Anyperson or persons signing this Agreement represent(s) that such person has fullpower and authority to bind that person’s principal, and that the designatedBuyer and Seller has full authority to enter into and perform this Agreement.Entering into this Agreement, and the completion of the obligations pursuant tothis contract, does not violate any Articles of Incorporation, Articles ofOrganization, ByLaws, Operating Agreement, Partnership Agreement or otherdocument governing the activity of either Buyer or Seller.

**28.****                  ****GOVERNING LAW:**ThisAgreement shall be governed by the Laws of the state of California.

**29.****                  ****PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS:**Unlessotherwise agreed in writing, the following items shall be PAID CURRENT andprorated between Buyer and Seller as of Close Of Escrow: real property taxesand assessments, interest, rents, HOA regular, special, and emergency dues andassessments imposed prior to Close Of Escrow, premiums on insurance assumed byBuyer, payments on bonds and assessments assumed by Buyer, and payments onMello-Roos and other Special Assessment District bonds and assessments that arenow a lien. The following items shall be assumed by Buyer WITHOUT CREDIT towardthe purchase price: prorated payments on Mello-Roos and other SpecialAssessment District bonds and assessments and HOA special assessments that arenow a lien but not yet due. Property will be reassessed upon change ofownership. Any supplemental tax bills shall be paid as follows: **(i)**for periods after Close Of Escrow, byBuyer; and **(ii)**for periods priorto Close Of Escrow, by Seller. TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BEHANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a30-day month.

**30.****                  ****WITHHOLDING TAXES:**Seller and Buyer agree to execute anyinstrument, affidavit, statement or instruction reasonably necessary to complywith federal (FIRPTA) and California withholding Law, if required (C.A.R. FormAS).

**31.****                  ****MULTIPLE LISTING SERVICE/PROPERTY DATA SYSTEM:**IfBroker is a participant of a Multiple Listing Service (“MLS”) or Property DataSystem (“PDS”), Broker is authorized to report to the MLS or PDS a pending saleand, upon Close Of Escrow, the terms of this transaction to be published anddisseminated to persons and entities authorized to use the information on termsapproved by the MLS or PDS.

**32.****                  ****EQUAL HOUSING OPPORTUNITY:**TheProperty is sold in compliance with federal, state and localanti-discrimination Laws.

**33.****                  ****ATTORNEY FEES:**Inany action, proceeding, or arbitration between Buyer and Seller arising out ofthis Agreement, the prevailing Buyer or Seller shall be entitled to reasonableattorney fees and costs from the non-prevailing Buyer or Seller, except asprovided in paragraph 22A.

**34.****                  ****SELECTION OF SERVICE PROVIDERS:**IfBrokers refer Buyer or Seller to persons, vendors, or service or productproviders (“Providers”), Brokers do not guarantee the performance of anyProviders. Buyer and Seller may select ANY Providers of their own choosing.

**35.****                  ****TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES:**Timeis of the essence. All understandings between the parties are incorporated inthis Agreement. Its terms are intended by the parties as a final, complete andexclusive expression of their Agreement with respect to its subject matter, andmay not be contradicted by evidence of any prior agreement or contemporaneousoral agreement. If any provision of this Agreement is held to be ineffective orinvalid, the remaining provisions will nevertheless be given full force andeffect. **Neither this Agreement nor anyprovision in it may be extended, amended, modified, altered or changed, exceptin writing Signed by Buyer and Seller.**

**36.****                  ****OTHER TERMS AND CONDITIONS,**includingattached supplements:

A.           o Buyer Inspection Advisory (C.A.R. Form BIA) 

B.             o SellerFinancing Addendum and Disclosure (C.A.R. Form SFA) 

C.             oPurchase Agreement Addendum (C.A.R. Form PAA paragraph numbers:                                        )

D.            o BuyerIntent To Exchange Supplement (C.A.R. Form BES) 

*E.**            *x**Seller Intent to Exchange Supplement (C.A.R.Form SES) 

*F.**            **OWNERAND ANY TENANT SHALL REMOVE ALL PERSONAL PROPERTY FROM THE PROPERTY AT LEASTTHREE BUSINESS DAYS PRIOR TO THE CLOSE OF ESCROW; IN THE EVENT SELLER DOES NOTTIMELY REMOVE ALL PERSONAL PROPERTY ON OR BEFORE 10-18-06, BUYER MAY CLOSEESCROW, AND ESCROWHOLDER MAY HOLD BACK $50,000 TO COVER COST OF REMOVING ALLREMAINING PERSONAL PROPERTY*

*SELLER SHALL COOPERATE, AT NOEXPENSE TO SELLER, IN BUYER’S 1031 EXCHANGE.*

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**37.****                  ****DEFINITIONS:**As used in this Agreement:

**A.****              ****“Acceptance”**meansthe time the offer or final counter offer is accepted in writing by a party andis delivered to and personally received by the other party or that party’sauthorized agent in accordance with this offer or a final counter offer.

**B.****              ****“Agreement”**meansthe terms and conditions of this accepted Commercial Property PurchaseAgreement and any accepted counter offers and addenda.

**C.****              ****“C.A.R. Form”**meansthe specific form referenced, or another comparable form agreed to by theparties.

**D.****              ****“Close Of Escrow”**meansthe date the grant deed, or other evidence of transfer of title, is recorded.If the scheduled close of escrow falls on a Saturday, Sunday or legal holiday,then close of escrow shall be the next business day after the scheduled closeof escrow date.

**E.****                ****“Copy”**means copy by any means includingphotocopy, NCR, facsimile and electronic.

**F.****                ****“Days”**means calendar days, unless otherwiserequired by Law.

**G.****              ****“Days After”**meansthe specified number of calendar days after the occurrence of the eventspecified, not counting the calendar date on which the specified event occurs,and ending at 11:59 PM on the final day.

**H.****              ****“Days Prior”**meansthe specified number of calendar days before the occurrence of the eventspecified, not counting the calendar date on which the specified event isscheduled to occur.

**I.****                   ****“Electronic Copy” or“Electronic Signature”**means,as applicable, an electronic copy or signature complying with California Law.Buyer and Seller agree that electronic means will not be used by either one tomodify or alter the content or integrity of the Agreement without the knowledgeand consent of the other.

**J.****                ****“Law”**means any law, code, statute, ordinance,regulation, rule or order, which is adopted by a controlling city, county,state or federal legislative, judicial or executive body or agency.

**K.****              ****“Notice to Buyer toPerform”**means a document (C.A.R. Form NBP), which shallbe in writing and Signed by Seller and shall give Buyer at least 24 hours **(or as otherwise specified in paragraph 17C(4))**toremove a contingency or perform as applicable.

**L.****               ****“Repairs”**meansany repairs (including pest control), alterations, replacements, modificationsand retrofitting of the Property provided for under this Agreement.

**M.****            ****“Signed”**meanseither a handwritten or electronic signature on an original document, Copy orany counterpart.

**N.****              ****Singular and Plural**termseach include the other, when appropriate.

**38.****                  ****BROKERAGE:**Neither Buyer nor Seller has utilized theservices of, or for any other reason owes compensation to, a licensed realestate broker (individual or corporate), agent, finder, or other entity, otherthan as specified in this Agreement, in connection with any act relating to theProperty, including, but not limited to, inquiries, introductions,consultations and negotiations leading to this Agreement. Buyer and Seller eachagree to indemnify, defend, and hold the other, the Brokers specified hereinand their agents, harmless from and against any costs, expenses or liabilityfor compensation claimed inconsistent with the warranty and representations inthis paragraph.

**39.****                  ****AGENCY:**

**A.****              ****POTENTIALLY COMPETING BUYERSAND SELLERS:**Buyer and Sellereach acknowledge receipt of a disclosure of the possibility of multiplerepresentation by the Broker representing that principal. This disclosure maybe part of a listing agreement, buyer-broker agreement or separate document(C.A.R. Form DA). Buyer understands that Broker representing Buyer may alsorepresent other potential buyers, who may consider, make offers on orultimately acquire the Property. Seller understands that Broker representingSeller may also represent other sellers with competing properties of interestto this Buyer.

**B.****              ****CONFIRMATION:**The following agency relationships are herebyconfirmed for this transaction:

Listing Agent *SAME*****(PrintFirm Name) is the agent of (check one): **x******the Seller exclusively; or o both the Buyer and Seller.

SellingAgent *TOMBARON REALTY*****(PrintFirm Name) (if not same as Listing Agent) is the agent of (check one): o the Buyer exclusively; or o the Seller exclusively; or o both the Buyer and Seller. Real EstateBrokers are not parties to the Agreement between Buyer and Seller.

**40.****                  ****JOINTESCROW INSTRUCTIONS TO ESCROW HOLDER:**

**A.****              ****The following paragraphs, orapplicable portions thereof, of this Agreement constitute the joint escrowinstructions**of Buyer andSeller to Escrow Holder, which Escrow Holder is to use along with any relatedcounter offers and addenda, and any additional mutual instructions to close theescrow: 1, 2, 4, 5, 16, 17E, 29, 30, 35, 36B-F, 37, 40, 42, 45A, 46 andparagraph D of the section titled Real Estate Broker on page 10. If a Copy ofthe separate compensation agreement(s) provided for in paragraph 42 or 45A, orparagraph D of the section titled Real Estate Broker on page 10 is depositedwith Escrow Holder by Broker, Escrow Holder shall accept such agreement(s) andpay out from Buyer’s or Seller’s funds, or both, as applicable, the Broker’scompensation provided for in such agreement(s). The terms and conditions ofthis Agreement not set forth in the specified paragraphs are additional mattersfor the information of Escrow Holder, but about which Escrow Holder need not beconcerned. Buyer and Seller will receive Escrow Holder’s general provisionsdirectly from Escrow Holder and will execute such provisions upon EscrowHolder’s request. To the extent the general provisions are inconsistent or conflictwith this Agreement, the general provisions will control as to the duties andobligations of Escrow Holder only. Buyer and Seller will execute additionalinstructions, documents and forms provided by Escrow Holder that are reasonablynecessary to close the escrow.

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B.                A Copy of this Agreement shall be delivered toEscrow Holder within **3**businessdays after Acceptance (or o). Buyer and Seller authorize Escrow Holder toaccept and rely on Copies and Signatures as defined in this Agreement asoriginals, to open escrow and for other purposes of escrow. The validity ofthis Agreement as between Buyer and Seller is not affected by whether or whenEscrow Holder Signs this Agreement.

C.                Brokers are a party to the Escrow for the solepurpose of compensation pursuant to paragraphs 42, 45A and paragraph D of thesection titled Real Estate Broker on page 10. Buyer and Seller irrevocablyassign to Brokers compensation specified in paragraphs 42 and 45A,respectively, and irrevocably instruct Escrow Holder to disburse those funds toBrokers at Close Of Escrow, or pursuant to any other mutually executedcancellation agreement. Compensation instructions can be amended or revokedonly with the written consent of Brokers. Escrow Holder shall immediatelynotify Brokers: **(i)**if Buyer’sinitial or any additional deposit is not made pursuant to this Agreement, or isnot good at time of deposit with Escrow Holder; or **(ii)**if Buyer and Seller instruct Escrow Holder to cancelescrow.

D.               A Copy of any amendment that affects anyparagraph for which Escrow Holder is responsible shall be delivered to EscrowHolder within **2**business daysafter mutual execution of the amendment.

**41.****                  ****SCOPE OF BROKER DUTY:**Buyer and Seller acknowledge and agree that:Brokers: **(i)**do not decide whatprice Buyer should pay or Seller should accept; **(ii)**do not guarantee the condition of the Property; **(iii)**do not guarantee the performance,adequacy or completeness of inspections, services, products or repairs providedor made by Seller or others; **(iv)**shallnot be responsible for identifying defects that are not known to Broker(s); **(v)**shall not be responsible for inspectingpublic records or permits concerning the title or use of the Property; **(vi)**shall not be responsible foridentifying location of boundary lines or other items affecting title; **(vii)**shall not be responsible forverifying square footage, representations of others or information contained ininspection reports, MLS or PDS, advertisements, flyers or other promotionalmaterial, unless otherwise agreed in writing; **(viii)**shall not be responsible for providing legal or tax advice regardingany aspect of a transaction entered into by Buyer or Seller in the course ofthis representation; and **(ix)**shallnot be responsible for providing other advice or information that exceeds theknowledge, education and experience required to perform real estate licensedactivity. Buyer and Seller agree to seek legal, tax, insurance, title and otherdesired assistance from appropriate professionals.

**42.****                  ****BROKER COMPENSATION FROMBUYER:**If applicable, uponClose Of Escrow, **Buyer**agrees topay compensation to Broker as specified in a separate written agreement betweenBuyer and Broker.

**43.****                  ****TERMSAND CONDITIONS OF OFFER:**Thisis an offer to purchase the Property on the above terms and conditions. Allparagraphs with spaces for initials by Buyer and Seller are incorporated inthis Agreement only if initialed by all parties. If at least one but not allparties initial, a counter offer is required until agreement is reached. Sellerhas the right to continue to offer the Property for sale and to accept anyother offer at any time prior to notification of Acceptance. Buyer has read andacknowledges receipt of a Copy of the offer and agrees to the aboveconfirmation of agency relationships. If this offer is accepted and Buyersubsequently defaults, Buyer may be responsible for payment of Brokers’compensation. This Agreement and any supplement, addendum or modification,including any Copy, may be Signed in two or more counterparts, all of whichshall constitute one and the same writing.

**44.****                  ****EXPIRATION OF OFFER:**This offer shall be deemed revoked and thedeposit shall be returned, unless the offer is Signed by Seller, and a Copy ofthe Signed offer is personally received by Buyer, or by ***TOM BARON REALTY,***whois authorized to receive it by 5:00 PM on the third Day after this offer issigned by Buyer **(OR,**if checked o by (date), at  o AM  o PM).
| Buyer      | ***COAST NATIONAL BANK*** |
|------------|---------------------------|
| By         |                      | Date | ***May 12, 2006*** |
| Print name | ***JACK WAUCHOPE***       |
| Address    | ***500 MARSH ST***        |   | City | ***SAN LUIS OBISPO*** |   | State | ***CA*** |   | Zip | ***93401*** |
| Telephone  | (805) 541-0400            |   | Fax | (805) 781-3182 |   | E-mail | ***LPAULY@CNBSLO. COM*** |
|            |                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

* *
| Buyer      |   |
|------------|--------|
| By         |   | Date |   |
| Print name |   |
| Address    |   |   | City |   |   | State |   |   | Zip |   |
| Telephone  |   |   | Fax |   |   | E-mail |   |
|            |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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**45.****                  ****BROKERCOMPENSATION FROM SELLER:**

A.              Upon Close OfEscrow, **Seller**agrees to paycompensation to Broker as specified in a separate written agreement betweenSeller and Broker.

B.                If escrow doesnot close, compensation is payable as specified in that separate writtenagreement.

**46.****                  ****ACCEPTANCE OF OFFER:**Seller warrants that Seller is the owner ofthe Property, or has the authority to execute this Agreement. Seller acceptsthe above offer, agrees to sell the Property on the above terms and conditions,and agrees to the above confirmation of agency relationships. Seller has readand acknowledges receipt of a Copy of this Agreement, and authorizes Broker todeliver a Signed Copy to Buyer. o (Ifchecked) **SUBJECT TO ATTACHED COUNTER OFFER,DATED**

Seller  ***JAMES R. CELLA***
| By |   |   | Date |   |
|----|--------|--------|------|--------|

Printname  ***JAMES R.CELLA***
| Address   |                 |   | City |   |   | State  |   |   | Zip |   |
|-----------|----------------------|--------|------|--------|--------|--------|--------|--------|-----|--------|
| Telephone | ***(805) 434-1714*** |   | Fax  |   |   | E-mail |   |
|           |                      |        |      |        |        |        |        |        |     |        |  |  |  |  |  |  |  |

 

Seller  ***HOLLY J. LUNDBECK***
| By                           |   |   | Date |   |
|------------------------------|--------|--------|------|--------|
| Print name                   |   |   |
| Address                      |   |   | City |   |   | State |   |   | Zip |   |   |
| Telephone                    |   |   | Fax  |   |   | E-mail |   |   |
| Notice Address, If Different |   |   |
|                              |        |        |      |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 
| (           /                    )  (Initials) | **Confirmation  of Acceptance:**A Copy of Signed Acceptance was personally received  by Buyer or Buyer’s authorized agent on (date)                                  at                o  AM o PM. A binding  Agreement is created when a Copy of Signed Acceptance is personally  received by Buyer or Buyer’s authorized agent whether or not confirmed in  this document. Completion of this confirmation is not legally required in  order to create a binding Agreement; it is solely intended to evidence the  date that Confirmation of Acceptance has occurred. |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**REAL ESTATE BROKERS:**

**A.  Real Estate Brokersare not parties to the Agreement between Buyer and Seller.**

**B.  Agency relationships are confirmed asstated in paragraph 39 above.**

**C.  **If specified in paragraph 2A, Agent whosubmitted offer for Buyer acknowledges receipt of deposit.

**D.****  ****COOPERATING BROKER COMPENSATION:**Listing Broker agrees to pay CooperatingBroker **(Selling Firm)**andCooperating Broker agrees to accept, out of Listing Broker’s proceeds inescrow: **(i)**the amount specifiedin the MLS or PDS, provided Cooperating Broker is a Participant of the MLS orPDS in which the property is offered for sale or a reciprocal MLS or PDS; or **(ii)**E (if checked) the amount specified ina separate written agreement (C.A.R. Form CBC) between Listing Broker andCooperating Broker.
| Real Estate Broker (Selling Firm) ***TOM BARON REALTY*** | DRE Lic. #                      |       |       |
|----------------------------------------------------------|---------------------------------|------------|------------|
| By                                                       | ***TOM BARON ***DRE Lic. # |       | Date       |   |   |
| Address                                                  | ***1516 FAIRWAY DRIVE***        |       | City       | ***PASO ROBLES*** |   | State | ***CA*** |   | Zip | ***93446*** |   |
| Telephone                                                | ***(805) 239-2789***            |       | Fax        | ***(805) 239-2789*** |   | E-mail | ***TOMBARON@CHARTER. NET*** |   |
| Real Estate Broker (Listing Firm) ***SAME***             |                            |       | DRE Lic. # |   |
| By                                                       |                            | DRE Lic. # |       |   | Date |   |   |
| Address                                                  |                            |       | City       |   |   | State |   |   | Zip |   |   |
| Telephone                                                |                            |       | Fax        |   |   | E-mail |   |   |
|                                                          |                                 |            |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

**ESCROW HOLDER ACKNOWLEDGMENT:**

Escrow Holder acknowledges receipt of a Copy of thisAgreement, (if checked, o adeposit in the amount of $                     ),counter offernumbers                       and                        ,and agrees to act as Escrow Holder subject to paragraph 40 of this Agreement,any supplemental escrow instructions and the terms of Escrow Holder’s general provisions.

Escrow Holder is advised that the date of Confirmation of Acceptance ofthe Agreement as between Buyer and Seller is ***May 22, 2006***
| Escrow Holder ***FIRST AMERICAN TITLE*** | Escrow #                                                     | ***PR-2399371-M/C*** |
|------------------------------------------|--------------------------------------------------------------|----------------------|
| By                                       | ***MARGIE DANLEY***                                          | Date                 |   |
| Address                                  | ***504 FIRST ST. SUITE B, PASO ROBLES CA  93446*** |
| Phone/Fax/E-mail                         | ***805-238-7747/866-377-7037***                              |
|                                          |                                                              |                      |  |  |  |  |

Escrow Holder is licensed by the California Department of ECorporations, o Insurance, o RealEstate.  License #

(       /       )  **REJECTION OF OFFER:  **Nocounter offer is being made. This offer was reviewed and rejected bySeller on
| (Seller’s Initials) |   |   | (Date) |   |
|--------------------------|--------|--------|--------|--------|

 

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THIS FORM HAS BEENAPPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATIONIS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION IN ANY SPECIFICTRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REALESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATEPROFESSIONAL.

Thisform is available for use by the entire real estate industry. It is notintended to identify the user as a REALTOR®. REALTOR® is a registeredcollective membership mark which may be used only by members of the NATIONALASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, INC.
| *a subsidiary of the California Association of  REALTORS®**525 South Virgil Avenue,  Los Angeles, California 90020 **CPA REVISED  10/02 (PAGE 10 OF 10)*** | *** *** | Reviewed by | Date |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|-------------|------|--------|

 

**COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 10 OF10)  **PasoPurchase

 
|  | *** *** |   |  |
|--|--------------|--------|--|

 

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**COUNTEROFFER No.**

For use by Seller or Buyer. May be used for MultipleCounter Offer.(C.A.R. Form CO, Revised10/04)

Date   ***May 22, 2006 ,***at ***PASO ROBLES ,***California.This is a counter offer to the:  ̈California Residential Purchase Agreement,  ̈Counter Offer, orx Other ***COMMERCIAL PURCHASE AGREEMENT***(“Offer”),dated ***May 12, 2006 ,***onproperty known as ***2110SPRING STREET, PASO ROBLES, CA***(“Property”), between ***COAST NATIONAL BANK***(“Buyer”)and ***JAMES R. CELLA,HOLLY J. LUNDBECK***(“Seller”).

**1.****                         ****TERMS:**The terms and conditions of the abovereferenced document are **accepted subject tothe following:**

**A.****              ****Paragraphs in the Offer thatrequire initials by all parties, but are not initialed by all parties, areexcluded from the final agreement unless specifically referenced for inclusionin paragraph 1C of this or another Counter Offer.**

**B.****              ****Unless otherwise agreed inwriting, down payment and loan amount(s) will be adjusted in the sameproportion as in the original Offer.**

***C.******              ******1. THEPROPERTY ADDRESS IS 2110 SPRING STREET, PASO ROBLES, CA.***

***2. ITEM 36F IS AMENDED TO ADD THE FOLLOWINGLANGUAGE: SELLER RESERVES THE RIGHT TO EFFECTUATE A TAX DEFERRED EXCHANGEPURSUANT TO IRC SECTION 1031 AND LIKE CONFORMING STATUTES OF THE STATE OF CA.BUYER AGREES TO COOPERATE WITH SELLER CONCERNING SAID EXCHANGE PROVIDED THAT ITIS AT NO ADDITIONAL COST TO BUYER.***

***3. ITEM 36F IS AMENDED TO ADD THE FOLLOWINGLANGUAGE: SELLER SHALL REMOVE AS MUCH PERSONAL PROPERTY AS THEY DESIRE TORETAIN(PROVIDING BUYER WITH A LIST OF SAID PROPERTY) AND BUYER SHALL BEENTITLED TO REMOVE THE BALANCEOF THE PERSONAL PROPERTY. NO MONEY WILL BE HELDBACK AT THE CLOSE OF ESCROW REGARDING THE PERSONAL PROPERTY.***

**D.****              ****The following attachedsupplements are incorporated into this Counter Offer:****o******Addendum No.                                                         o                                                             o                    

**2.****                         ****RIGHT TO ACCEPT OTHER OFFERS:**Seller has the right tocontinue to offer the Property for sale or for other transaction, and to acceptany other offer at any time prior to notification of acceptance, as describedin paragraph 3. If this is a Seller Counter Offer, Seller’s acceptance ofanother offer prior to Buyer’s acceptance and communication of notification ofthis Counter Offer, shall revoke this Counter Offer.

**3.****                         ****EXPIRATION:**This Counter Offer shall be deemed revoked andthe deposits, if any, shall be returned unless this Counter Offer is signed bythe Buyer or Seller to whom it is sent and a Copy of the signed Counter Offeris personally received by the person making this Counter Offeror                                                                                                    ,who is authorized to receive it, by 5:00 PM on the third Day After this CounterOffer is made or, (if checked) by x***June 1, 2006***(date),at***5:00  ***o AM x PM.This Counter Offer may be executed in counterparts. 

**4.****                  ****(If checked:) MULTIPLECOUNTER OFFER:**Seller ismaking a Counter Offer(s) to another prospective buyer(s) on terms that may ormay not be the same as in this Counter Offer. Acceptance of this Counter Offerby Buyer shall **not**be bindingunless and until it is subsequently re-Signed by Seller in paragraph 7 belowand a Copy of the Counter Offer Signed in paragraph 7 is personally received byBuyer or by                            ,who is authorized to receive it, by 5:00PM on the third Day after this CounterOffer is made or, (if checked) by o                         (date),at            o AM o PM.Prior to the completion of all of these events, Buyer and Seller shall have noduties or obligations for the purchase or sale of the Property.

**5.****                  ****OFFER:****o****BUYER OR****x********SELLER MAKES THIS COUNTER OFFERON THE TERMS ABOVE AND ACKNOWLEDGES RECEIPT OF A COPY.**

|                       |         | Date***May 22, 2006*** |
|-----------------------|--------------|------------------------|
| ***JAMES  R. CELLA*** | *** *** |
|                  |         |    Date |   |

 

**6.****                  ****ACCEPTANCE: I/WE**accept the above Counter Offer **(If checked**o**SUBJECT TO THE ATTACHED COUNTER OFFER)**andacknowledge receipt of a Copy.

|                     |         | Date***May 22, 2006*** | Time  ***2:15         ***o AM x PM |
|---------------------|--------------|------------------------|-------------------------------------------------------------------------------------------|
| ***JACK WAUCHOPE*** | *** *** |
|                |         |    Date |                                                                                      |   | Time |   | o AM o PM |
|                     |              |                        |                                                                                           |  |  |  |  |

 

**7.****                  ****MULTIPLE COUNTER OFFERSIGNATURE LINE: By signing below, Seller accepts this Multiple Counter Offer.**

**NOTE TO SELLER: Do NOT sign in this box until after Buyersigns in paragraph 6. (Paragraph 7 applies only if paragraph 4 is checked.)**

|              | ** **   | **Date****                 | **Time          *         *****o****AM****o****PM** |
|--------------|--------------|----------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------|
| *** *** | *** *** |
| ** **   | ** **   | **   Date** | ** **                                                                                                                                         | ** ** | **Time** | ** ** | **o****AM****o****PM** |
|              |              |                            |                                                                                                                                                    |  |  |  |  |

 

**8.****                  **(**            **/            )(Initials) **Confirmation of Acceptance:**ACopy of Signed Acceptance was personally received by the maker of the CounterOffer, or that person’s authorized agent as specified in paragraph 3 (or, ifthis is a Multiple Counter Offer, the Buyer or Buyer’s authorized agent asspecified in paragraph 4) on (date) ***May 22, 2006,***at ***2:00***o AMx PM. **A binding Agreement is created when a Copy of SignedAcceptance is personally received by the the maker of the Counter Offer, orthat person’s authorized agent (or, if this is a Multiple Counter Offer, theBuyer or Buyer’s authorized agent) whether or not confirmed in this document.Completion of this confirmation is not legally required in order to create abinding Agreement; it is solely intended to evidence the date that Confirmationof Acceptance has occurred.**

The copyright laws of the United States (Title 17 U.S. Code) forbid theunauthorized reproduction of this form, or any portion thereof, by photocopymachine or any other means, including facsimile or computerized formats.Copyright © 1986-2004, CALIFORNIA ASSOCIATION OF REALTORS®, INC. ALL RIGHTSRESERVED. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OFREALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY ORADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER ISTHE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGALOR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL.

Thisform is available for use by the entire real estate industry. It is notintended to identify the user as a REALTOR®. REALTOR® is a registeredcollective membership mark which may be used only by members of the NATIONALASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

Published and Distributed by:

REAL ESTATE BUSINESSSERVICES, INC.*a subsidiary of the California Associationof REALTORS®*525 South Virgil Avenue, Los Angeles, California 90020

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