**Exhibit10.1**

** **

**COMMERCIALPROPERTY PURCHASE AGREEMENT**

**AND JOINTESCROW INSTRUCTIONS**

**(Non-Residential)**

**Date January9, 2007, at Atascadero**California.

**1. OFFER:**
| **A.**                                                                          | **THIS IS AN OFFER FROM****                                      **David  Elson**            **“Buyer”). x  Individual(s), |
|---------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   o  A Corporation, o  A Partnership,  ̈ An LLC, o  An LLP, or o Other |
| B.                                                                              | THE**REAL**PROPERTY  TO BE**ACQUIRED**is described as****2045 Spring Street                                                                                                                                                                                                                                                                                                                    |
|                                                                            |                                           ,  Assessor’s Parcel No.000822400, situated inPaso  Robles,                                                                   |
|                                                                            | County of San Luis Obispo, California,  (“Property”).                                                                                                                                                                                                                                                                                                                                |
| C.                                                                              | THE**PURCHASE PRICE**offered is****Six  Hundred Fifty Thousand Dollars $650,000.00                                                                                                                                                                                                                                                                                                             |
| D.                                                                              | **CLOSE OF ESCROW**shall occur  on             (date)  (or x45**Days**After Acceptance).                                                                                                                                                                                                                                      |

**2. FINANCE****TERMS:**Obtaining the loans below is **acontingency**of this Agreement unless: (i) either 2L or 2M is checked below; or (ii) otherwise agreed in writing. Buyer shall actdiligently and in good faith to obtain the designated loans. Obtaining deposit,down payment and closing costs **is not acontingency.**Buyer represents that funds will be good when depositedwith Escrow Holder.

**A.**    **INITIAL DEPOSIT:** Buyer has given a depositin the amount of $ 6,500.00 to the agent submitting the offer (or to x Escrow Company), by Personal Check (or o), made payableto Escrow which shall be held uncashed until Acceptance and then depositedwithin 3 business days after Acceptance or o Shall bedeposited by Buyer directly to escrow company, with Escrow Holder, or o into Broker’strust account.

**B.****           ****INCREASED DEPOSIT:**Buyer shalldeposit with Escrow Holder an increased deposit in the amount of  $

within     **Days**AfterAcceptance, or o    

**C.****                ****FIRST LOAN IN THE AMOUNTOF    **

**$****520,000.00******NEW First Deed of Trust **in**favor of xLender, o Seller,

**OR**oASSUMPTION of (or o“subject to”) Existing First Deed of Trustencumbering the Property, securing

**      **anote payable at maximum interest of 6.870 % fixed rate, or     % initial adjustable

       rate with a maximum interest rate of       %, balance due in 30 years, amortized over

      30 years. (If checked: oandwith a margin not to exceed     %, tied to the following

      index     .) Buyer shall pay loan fees/points not toexceed 1PT

      Additional terms

**D.****                ****SECOND LOAN IN THE AMOUNT OF                                                                               $**NEW Second Deed of Trust infavor of o Lender,o Seller,

**OR**qASSUMPTION of (or o“subject to”) Existing Second Deed of Trust encumbering the Property,

securinga note payable at maximum interest of      % fixed rate, or     %

initialadjustable rate with a maximum interest rate of      %,balance due in      years,

amortizedover      years. (If checked: oand with a margin not to exceed      %, tied to

thefollowing index:     .) Buyer shall pay loan fees/pointsnot to exceed

Additional terms

**E.****             **ADDITIONAL FINANCINGTERMS:                                                                        $

**F.****                  **BALANCE OF PURCHASEPRICE (not including costs ofobtaining loans and other closing costs) in the amount of $123,500.00  to be deposited with Escrow Holder withinsufficient time to close escrow.

**G.****                **PURCHASE PRICE(TOTAL)      $ 650,000.00

**H.****           **LOAN APPLICATIONS: Within 7(or o      ) Days After Acceptance, Buyer shall provide Seller aletter from lender or mortgage loan broker stating that, based on a review ofBuyer’s written application and credit report, Buyer is prequalified orpreapproved for any NEW loan specified above.

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**I.****     **VERIFICATION OF DOWNPAYMENT AND CLOSING COSTS: Buyer(or Buyer’s lender or loan broker pursuant to 2H) shall, within 7 (or o ) Days AfterAcceptance, provide Seller written verification of Buyer’s down payment andclosing costs.

**J.****     **LOAN CONTINGENCY REMOVAL: (i) Within 17 (or x 21 ) Days After Acceptance Buyer shall, as specified in paragraph17, remove the loan contingency or cancel this Agreement; OR (ii) (if checked) o loancontingency shall remain in effect until the designated loans are funded.

**K.****           **APPRAISAL CONTINGENCY AND REMOVAL: This Agreement is (OR, if checked, o is NOT) contingent upon the Propertyappraising at no less than the specified purchase price. If there is a loancontingency, at the time the loan contingency is removed (or, if checked, x within 17 (or 21) Days after Acceptance),Buyer shall, as specified in paragraph 17, remove the appraisal contingency orcancel this Agreement. If there is no loan contingency, Buyer shall, asspecified in paragraph 17, remove the appraisal contingency within 17 (or     )Days after acceptance.

**L.****            **L.o**NO LOAN CONTINGENCY**(If checked): Obtaining any loan, inparagraphs 2C, 2D, 2E or elsewhere in this Agreement, is NOT a contingency 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 otherlegal remedies.

M.        o**ALL CASHOFFER**(If checked): No loan is needed to purchase the Property.Buyer shall, within **7 (or****)** Days****After Acceptance, provide Seller written verification of sufficientfunds 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 any payments due onany 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, removethis contingency or cancel this Agreement. Differences between estimated andactual loan balances shall be adjusted at Close Of Escrow by cash down payment.Impound accounts, if any, shall be assigned and charged to Buyer and creditedto Seller. Seller is advised that Buyer’s assumption of an existing loan maynot release Seller from liability on that loan. If the Property is acquiredsubject to an existing loan, Buyer and Seller are advised to consult with legalcounsel regarding the ability of an existing lender to call the loan due, andthe consequences thereof.

**3. CLOSING AND OCCUPANCY**

**A.****           ****Seller-Occupied or VacantUnits:**Occupancy shall bedelivered to Buyer at  ̈ AM   ̈  PM, q on the date of Close Of Escrow;  ̈on                                                                                                           ;or o nolater than                                                              Days****After Close Of Escrow.(C.A.R. Form PAA, paragraph 2.) If transfer of title and occupancy do not occurat the same time, Buyer and Seller are advised to: (i) enter into a writtenoccupancy agreement; and (ii) consult with 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.             AtClose Of Escrow, Seller assigns to Buyer any assignable warranty rights foritems included in the sale and shall provide any available Copies of suchwarranties. Brokers cannot and will not determine the assignability of anywarranties.

D.            AtClose Of Escrow, unless otherwise agreed in writing, Seller shall provide keysand/or means to operate all locks, mailboxes, security systems, alarms andgarage door openers. If the Property is a unit in a condominium or located in acommon-interest subdivision, Buyer may be required to pay a deposit to theOwners’ Association (“OA”) to obtain keys to 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 toBuyer on Close Of Escrow. Seller shall notify each tenant, in compliance withthe Civil Code.

**5.ALLOCATION OF 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, testor service is by the method specified in paragraph 17.

**A. INSPECTIONS ANDREPORTS:**

(1)          oBuyer o Seller shall pay far sewer connection, ifrequired by Law prior to Close Of Escrow N/A

(2)          oBuyer o Seller shall pay to have septic orprivate sewage disposal system inspected N/A

(3)          oBuyer o Seller shall pay to have domestic wellstested for water portability and productivity N/A

(4)          oBuyer x Seller shall pay for a natural hazardzone disclosure report prepared by Seller’s Choice

(5)          xBuyer o Seller shall pay for the followinginspection report Property Inspection If Buyer Chooses To

(6)          oBuyer o Seller shall pay for the followinginspection report

**B. GOVERNMENTREQUIREMENTS AND RETROFIT:**

(1) o Buyer  ̈Seller shall pay for smoke detector installation and/or water heater bracing,if required by Law. Prior to Close Of Escrow,                           Sellershall provide Buyer a written statement of compliance in accordance with stateand local Law, unless exempt.

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(2) oBuyero Seller shallpay the cost of compliance with any other minimum mandatory government retrofitstandards, inspections and reports if required as a condition of closing escrowunder any Law.

(3)oBuyero Seller shall pay for installation of approvedfire extinguisher(s), sprinkler(s), and hose(s), if required by Law, whichshall be installed prior to Close Of Escrow. Prior to Close Of Escrow Sellershall provide Buyer a written statement of compliance, if required by Law.

**C. ESCROW AND TITLE:**

(1) xBuyer x Seller shall pay escrow fee Split 50/50

EscrowHolder shall be Seller’s Choice

(2)o Buyer xSeller shall pay for **owner’s**titleinsurance policy specified in paragraph 16

Owner’stitle policy to be issued by Title Company of Seller’s Choice(Buyer shall pay for any title insurance policy insuring Buyer’s **lender,**unless otherwise agreed inwriting.)

**D. OTHER COSTS:**

(1)  oBuyer x Seller shall pay County transfer tax ortransfer fee

(2)  oBuyer x Seller shall pay City transfer ortransfer fee If applicable

(3) o Buyer oSeller shall pay Owners’ Association transfer fees N/A

(4) o Buyer oSeller shall pay Owners’ Association document preparation fees N/A

(5) o Buyer oSeller shall pay for

(6) o Buyer oSeller shall pay for

**6. SELLER DISCLOSURES:**

**A.****      ****NATURAL AND ENVIRONMENTALDISCLOSURES:**Seller shall, within the time specified inparagraph 17, if required by Law: (i) deliver to Buyer earthquake guides (andquestionnaire) and environmental hazards booklet; (ii) even if exempt from theobligation to provide an NHD, disclose if the Property is located in a SpecialFlood Hazard Area; Potential Flooding (Inundation) Area; Very High Fire HazardZone; State Fire Responsibility Area; Earthquake Fault Zone; Seismic HazardZone: and (iii) disclose any other zone as required by Law and provide anyother information required for 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 SERVICEAGREEMENTS:**(i) All current leases, rental agreements.service contracts, and other agreements pertaining to the operation of theProperty; and (ii) a rental statement including names of tenants, rental rates,period of rental, date of last rent increase, security deposits, rentalconcessions, rebates, or other benefits. if any, and a list of delinquent rentsand their duration, Seller represents that no tenant is entitled to anyconcession, 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 representsthat the books and records are those maintained in the ordinary and normalcourse of business, and used by Seller in the computation of federal and stateincome tax returns.

**(3)****   **** ̈****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’ rentalor 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 prepaid rent or security deposit.

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

**(5)****   ****PERMITS:**Ifin Seller’s possession, Copies of all permits and approvals concerning theProperty, obtained from any governmental 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)****   ****GOVERNMENTAL COMPLIANCE:**Any improvements, additions, alterations orrepairs made by Seller, or known to Seller to have been made, without requiredgovernmental 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 pendinglawsuit(s), investigation(s), inquiry(ies), action(s), or other proceeding(s)affecting the Property, or the right to use and occupy it; (ii) any unsatisfiedmechanic’s or materialman’s lien(s) affecting the Property; and (iii) that anytenant of the Property is the subject of a bankruptcy.

7.x**ENVIRONMENTALSURVEY**(If checked): Within 24 Days****After Acceptance, Buyer shall be provided aphase one environmental survey report paid for and obtained by El Buyer ITSeller. Buyer shall then, as specified in paragraph 17, remove this contingencyor cancel this Agreement.

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

**A.****           ****SELLER HAS:**7 **(or****o******) Days****After Acceptance to disclose to Buyerwhether the Property is a condominium, or located in a planned unit developmentor other common interest subdivision.

B.             IfProperty is a condominium, or located in a planned unit development or othercommon interest

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                        subdivision,Seller has **3 (or** ̈   )**Days**After Acceptance to requestfrom the OA (C.A.R. Form HOA): (i) Copies of any documents required by Law;(ii) disclosure of any pending or anticipated claim or litigation by or againstthe OA: (iii) a statement containing the location and number of designatedparking and storage spaces; (iv) Copies of the most recent 12 months of OAminutes for regular and special meetings; and (v) the names and contactinformation of all OA’s governing the Property. (Collectively, “Cl Disclosures.”)Seller shall itemize and deliver to Buyer all CI Disclosures received from theOA and any CI Disclosures in Seller’s possession. Buyer’s approval of CIDisclosures is a contingency of this Agreement as specified in paragraph 17.

**9.SUBSEQUENT DISCLOSURES:**Inthe event Seller, prior to Close Of Escrow, becomes aware of adverse conditionsmaterially affecting the Property, or any material inaccuracy in disclosures,information or representations previously provided to Buyer of which Buyer isotherwise unaware, Seller shall promptly provide a subsequent or amendeddisclosure or notice in writing, covering those items, **However, a subsequent or amended disclosure shall notbe required for conditions and material inaccuracies disclosed in reportsordered 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 anyvacant unit or other part of the premises; (ii) alter, modify, or extend anyexisting rental or leaseagreement: (iii) enter into, alter. modify or extend any service contract(s);or (iv) change the status of the condition of the Property.

B.                  Atleast 7 **(or****x**** 10 **)Days****prior to any ProposedChanges, Seller shall give written notice to Buyer of any Proposed Changes.

**11. CONDITIONS AFFECTING PROPERTY:**

A.           Unlessotherwise agreed: (i) **the Property**is**sold (a) in its PRESENT physical condition asof the date of Acceptance and (b) subject to Buyer’s Investigation rights;**(ii)the Property, including pool, spa, landscaping and grounds, is to be maintainedin substantially the same condition as 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 thetime specified in paragraph 17, DISCLOSE KNOWN MATERIAL FACTS AND DEFECTSaffecting the Property, including known insurance claims within the past fiveyears, AND MAKE OTHER DISCLOSURES REQUIRED BY LAW.**

**C.****                **NOTETO BUYER: You are strongly advised to conduct investigations of the entireProperty in order to determine its present condition since Seller may not beaware of all defects affecting the Property or other factors that you considerimportant. Property improvements may not be built according to code, incompliance with current Law, or have had permits issued.

**D. NOTE TO SELLER: Buyer has theright to inspect the Property and,**as specified in paragraph 17, based upon information discovered in thoseinspections: (i) cancel this Agreement; or (ii) **request that you make Repairs or take other action.**

**12. ITEMS INCLUDED AND EXCLUDED:**

**A. NOTE TO BUYER AND SELLER:**Itemslisted as included or excluded in the MLS, flyers or marketing materials arenot included in the purchase price or excluded from the sale unless specifiedin 12B or C.

**B. ITEMS INCLUDED IN SALE:**

(1)     AllEXISTING fixtures and fittings that are attached to the Property;

(2)     Existingelectrical, mechanical. lighting, plumbing and heating fixtures, ceiling fans,fireplace inserts, gas logs and grates, solar systems, built-in appliances,window and door screens, awnings, shutters, window coverings, attached floorcoverings, television antennas. satellite dishes, private integrated telephonesystems, air coolers/conditioners, pool/spa equipment, garage dooropeners/remote controls, mailbox, in-ground landscaping, trees/shrubs, watersofteners, water purifiers, security systems/alarms;

(3)     Acomplete inventory of all personal property of Seller currently used in theoperation of the Property and included in the purchase price shall be deliveredto Buyer within the time specified in paragraph 17.

(4)          Sellerrepresents that all items included in the purchase price are, unless otherwisespecified, owned by Seller. Within the time specified in paragraph 17, Sellershall give Buyer a list of fixtures not owned by Seller.

(5)          Sellershall deliver title to the personal property by Bill of Sale, free of all liensand encumbrances, and without warranty of condition.

(6)          Asadditional security for any note in favor of Seller for any part of thepurchase price. Buyer shall execute a UCC-1 Financing Statement to be filedwith the Secretary of State, covering the personal property included in thepurchase, replacement thereof, and insurance proceeds.

**C. ITEMS EXCLUDED FROM SALE:     NONE**

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

A.           Buyer’sacceptance of the condition of, and any other matter affecting the Property isa contingency of this Agreement, as specified in this paragraph and paragraph17. Within the time specified in paragraph 17, Buyer shall have the right, atBuyer’s expense unless otherwise agreed, to conduct inspections,investigations, tests, surveys and other studies (“Buyer Investigations”),including, but not limited to, the right to: (i) inspect for lead-based paintand other lead-based paint hazards; (ii) inspect for wood destroying pests andorganisms; (iii) confirm the insurability of Buyer and the Property; and (iv)satisfy Buyer as to any matter of concern to Buyer. Without Seller’s priorwritten consent, Buyer shall neither make nor cause to be made: (i) invasive ordestructive Buyer Investigations; or (ii) inspections by any governmental buildingor zoning inspector, or government employee, unless required by Law.

B.             Buyershall complete Buyer Investigations and, as specified in paragraph 17, removethe contingency or cancel this Agreement. Buyer shall give Seller, at no cost,complete Copies of all Buyer Investigation reports obtained by Buyer. Sellershall make Property available for all Buyer Investigations. Seller shall havewater, gas. electricity, and all operable pilot lights on for Buyer’sInvestigations and through the date possession is made available to Buyer.

**14. REPAIRS:**Repairsshall be completed prior to final verification of condition unless otherwiseagreed in writing. Repairs to be performed at Seller’s expense may be performedby Seller or through others, provided that the work complies with applicableLaw, including governmental permit, inspection and approval requirements.Repairs shall be performed in a good, skillful manner with materials of qualityand appearance comparable to existing materials. It is understood that exactrestoration of appearance or cosmetic items following all Repairs may not bepossible. Seller shall: (i) obtain receipts for Repairs performed by others;(ii) prepare a written statement indicating the Repairs performed by Seller andthe date of such Repairs; and (iii) provide Copies of receipts and statementsto Buyer prior to final verification of condition.

**15. BUYER INDEMNITY AND SELLER PROTECTION FOR ENTRY UPONPROPERTY:**Buyer shall: (i) keep the Property free andclear of liens: (ii) Repair all damage arising from Buyer Investigations; and(iii) indemnify and hold Seller harmless from all resulting liability, claims,demands, damages and costs. Buyer shall carry. or Buyer shall require anyoneacting on Buyer’s behalf to carry policies of liability, workers’ compensationand other applicable insurance, defending and protecting Seller from liabilityfor any injuries to persons or property occurring during any BuyerInvestigations or work done on the Property at Buyer’s direction prior to CloseOf Escrow. Seller is advised that certain protections may be afforded Seller byrecording a “Notice of Non-Responsibility” (C.A.R. Form NNR) for BuyerInvestigations and work done on the Property at Buyer’s direction. Buyer’sobligations under this paragraph shall survive the termination of thisAgreement.

**16. TITLE AND VESTING:**

A.           Withinthe time specified in paragraph 17, Buyer shall be provided a currentpreliminary (title) report, which is only an offer by the title insurer toissue a policy of title insurance and may not contain every item affectingtitle. Buyer’s review of the preliminary report and any other matters which mayaffect title are a contingency of this Agreement as specified in paragraph 17.

B.             Titleis taken in its present condition subject to all encumbrances, easements,covenants, conditions, restrictions, rights and other matters, whether ofrecord or not, as of the date of Acceptance except: (i) monetary liens ofrecord unless Buyer is assuming those obligations or taking the property subjectto those obligations; and (ii) those matters which Seller has agreed to removein writing.

C.             Withinthe time specified in paragraph 17, Seller has a duty to disclose to Buyer allmatters known to Seller affecting title. whether of record or not.

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 and payany increase in cost.

**17. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATIONRIGHTS: The following time periods may only be extended, altered, modified orchanged by mutual written agreement. Any removal of contingencies orcancellation under this paragraph must be in writing (C.A.R. Form RRCR).**

**A. SELLER HAS:**7**(or****o**) Days****AfterAcceptance to deliver to Buyer all reports, disclosures and information forwhich Seller is responsible under paragraphs 5. 6A and B, 8A, 11B, 12B (3) and(4) and 16.

**B. BUYERHAS: 17 (or****o****    ) Days**After Acceptance, unless otherwise agreed inwriting, to:

(1)     completeall Buyer Investigations; approve all disclosures, reports and other applicableinformation, which Buyer receives from Seller; and approve all mattersaffecting the Property (including lead-based paint and lead-based paint hazardsas well as other information specified in paragraph 6 and insurability of Buyerand the Property).

(2)     Within the time specified in 17B(1). Buyer may request that Seller makerepairs or take any other action regarding the Property (C.A.R. Form RR).Seller has no obligation to agree to or respond to Buyer’s

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                   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 RRCR) or cancel this Agreement. However, if the followinginspections, reports or disclosures are not made within the time specified in17A. then Buyer has 5 **(or**o    ) **Days**afterreceipt of any such items, or the time specified in 17B(1), whichever is later,to remove the applicable contingency or cancel this Agreement in writing: (i)government-mandated inspections or reports required as a condition of closing:(ii) Common Interest Disclosures pursuant to paragraph 8B, (iii) a subsequentor amended disclosure pursuant to paragraph 9; (iv) Proposed Changes pursuantto paragraph 10B; and (v) environmental survey pursuant to paragraph 7.

**C. CONTINUATION OF CONTINGENCY ORCONTRACTUAL OBLIGATION; SELLER RIGHT TO CANCEL:**

**(1)****   ****Seller right to Cancel: Buyer Contingencies:**Seller,after first giving Buyer a Notice to Buyer to Perform (as specified below), maycancel this Agreement in writing and authorize return of Buyer’s deposit if, bythe time specified in the Agreement, Buyer does not remove in writing theapplicable contingency or cancel this Agreement. Once all contingencies havebeen removed, failure of either Buyer or Seller to close escrow in time may bea breach of this Agreement.

**(2)****   ****Continuation of Contingency:**Evenafter the expiration of the time specified in 17B(1), Buyer retains the rightto make requests to Seller, remove in writing the applicable contingency orcancel this Agreement until Seller cancels pursuant to 17C(1). Once Sellerreceives Buyer’s written removal of all contingencies, Seller may not cancelthis Agreement pursuant to 17C(1).

**(3)****   ****Seller right to Cancel: Buyer Contract Obligations:**Seller,after first giving Buyer a Notice to Buyer to Perform (as specified below), maycancel this Agreement in writing and authorize return of Buyer’s deposit forany of the following reasons: (i) if Buyer fails to deposit funds as requiredby 2A or 2B; (ii) if the funds deposited pursuant to 2A or 2B are not good whendeposited; (iii) if Buyer fails to provide a letter as required by 2H; **(iv)**if Buyer fails to provide verificationas required by 21 or 2M: (v) if Seller reasonably disapproves of theverification provided by 21 or 2M; (vi) if Buyer fails to return statutorydisclosures as required by paragraph 5A(2), or (vii) if Buyer fails to sign orinitial a separate liquidated damage form for an increased deposit as requiredby paragraph **21. Seller is not required togive Buyer a Notice to Perform regarding Close Of Escrow.**

**(4)****   ****Notice To Buyer ToPerform:**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 least24 (or x 72 ) hours (or until the timespecified in the applicable paragraph, whichever occurs last) to take theapplicable action. A Notice to Buyer to Perform may not be given any earlierthan **2 Days**Prior to theexpiration of the applicable time for Buyer to remove a contingency or cancelthe Agreement or meet an 17C(3) obligation.

**D. EFFECT OF BUYER’SREMOVAL OF CONTINGENCIES:**If Buyer removes, in writing, anycontingency or cancellation rights, unless otherwise specified in a separatewritten agreement between Buyer and Seller, Buyer shall conclusively be deemedto have: (i) completed all Buyer Investigations, and review of reports andother applicable information and disclosures pertaining to that contingency orcancellation right; (ii) elected to proceed with the transaction; and (iii)assumed all liability, responsibility, and expense for Repairs or correctionspertaining to that contingency or cancellation right, or for inability toobtain financing.

**E. EFFECT OFCANCELLATION ON DEPOSITS:**If Buyer or Seller gives written notice of cancellation pursuant torights duly exercised under the terms of this Agreement, Buyer and Seller agreeto Sign mutual instructions to cancel the sale and escrow and release deposits,less fees and costs, to the party entitled to the funds. Fees and costs may bepayable to service providers and vendors for services and products providedduring escrow.

**Release offunds will require mutual Signed release instructions from Buyer and Seller,judicial decision or arbitration award.**

**18.****      ****FINAL VERIFICATION OFCONDITION:**Buyer shall have the right to make a finalinspection of the Property within **5 (or     )Days**Prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, butsolely 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 and Seller 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 made norepresentation concerning the applicability of any such Law to this transactionor to Buyer or to Seller, except as otherwise indicated in this Agreement;(iii) Broker(s) has/have made no representation concerning the existence,testing, discovery, location and evaluation of/for, and risks posed by,environmentally hazardous substances, if any, located on or potentiallyaffecting the Property; and (iv) Buyer and Seller are each advised to consultwith technical and legal experts concerning the existence, testing, discovery, locationand evaluation of/for, and risks posed by. environmentally hazardoussubstances, if any, located on or potentially affecting the Property.

**20.****      ****AMERICANS WITHDISABILITIES ACT:**The Americans With Disabilities Act (“ADA”)prohibits discrimination 

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                        againstindividuals with disabilities. The ADA affects almost all commercial facilitiesand public accommodations. The ADA can require, among other things, thatbuildings be made readily accessible to the disabled. Different requirementsapply to new construction, alterations to existing buildings, and removal ofbarriers 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 toadvise a principal on those requirements. Buyer and Seller are advised tocontact an attorney, contractor, architect, engineer or other qualifiedprofessional of Buyer’s or Seller’s own choosing to determine to what degree,if any, the ADA impacts that principal or this transaction.

**21.****      ****LIQUIDATED DAMAGES: IfBuyer fails to complete this purchase because of Buyer’s default, Seller shallretain, as liquidated damages, the deposit actually paid. Buyer and Selleragree that this amount is a reasonable sum given that it is impractical orextremely difficult to establish the amount of damages that would actually besuffered by Seller in the event Buyer were to breach this Agreement. Release offunds will require mutual, Signed release instructions from both Buyer andSeller, judicial decision or arbitration award.**

**BUYER AND SELLER SHALL SIGN A SEPARATE LIQUIDATEDDAMAGES PROVISION FOR ANY INCREASED DEPOSIT (C.A.R. FORM RID).**

**22.****      ****DISPUTE RESOLUTION:**

A.           MEDIATION:Buyer and Seller agree to mediate any dispute or claim arising between them outof this Agreement, or any resulting transaction, before resorting toarbitration or court action. Paragraphs 22B(2) and (3) below apply whether ornot the Arbitration provision is initialed. Mediation tees, if any, shall bedivided equally among the parties involved. If, for any dispute or claim towhich this paragraph applies, any party commences an action without firstattempting to resolve the matter through mediation, or refuses to mediate aftera request has been made, then that party shall not be entitled to recoverattorney fees. even if they would otherwise be available to that party in anysuch action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATIONPROVISION IS INITIALED.

**B.****           ****ARBITRATION OF DISPUTES:(1) Buyer and Seller agree that any dispute or claim in Law or equity arisingbetween them out**of this **Agreementor any resulting transaction, which is not settled through mediation, shall bedecided by neutral, binding arbitration, including and subject to paragraphs22B(2) and**(3) below. The **arbitratorshall be a retired judge or justice, or an attorney with at least 5 years ofreal estate transactional Law experience, unless the parties mutually agree toa different**arbitrator, who **shallrender an award in accordance**with substantive California **Law. The parties shall have the**right to **discovery in accordance with Code of Civil Procedure§1283.05. In all other respects, the arbitration shall be conducted inaccordance with Title 9 of Part III of the California 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 shall begoverned by the Federal Arbitration Act.**

**(2)   EXCLUSIONS FROM MEDIATION AND ARBITRATION:**The following matters are excluded frommediation and arbitration: (i) a judicial or non-judicial foreclosure or otheraction or proceeding to enforce a deed of trust, mortgage, or installment landsale contract as defined in Civil Code §2985; (ii) an unlawful detainer action; (iii) the filing or enforcement of a mechanic’s lien;and **(iv)**any matter that is withinthe jurisdiction of a probate, small claims, or bankruptcy court. The filing ofa court action to enable the recording of a notice of pending action, for orderof attachment, receivership, injunction, or other provisional remedies, shallnot constitute a waiver of the mediation and arbitration provisions.

**(3) BROKERS:**Buyer and Seller agree to mediate andarbitrate disputes or claims involving either or both Brokers, consistent with22A and B. provided either or both Brokers shall have agreed to such mediationor arbitration prior to, or within a reasonable time after, the dispute orclaim is presented to Brokers. Any election by either or both Brokers toparticipate in mediation or arbitration shall not result in Brokers beingdeemed parties to the Agreement.

**“NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANYDISPUTE ARISINGOUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION OF DISPUTES’PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOUARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN ACOURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOURJUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLYINCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION. IF YOU REFUSE TO SUBMIT TOARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATEUNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENTTO THIS ARBITRATION PROVISION IS VOLUNTARY.”**

** “WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTESARISING OUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISIONTO NEUTRAL ARBITRATION.”**

**23.****      ****ASSIGNMENT:******Buyershall not assign all or any part of Buyer’s interests in this Agreement withoutfirst having obtained the written consent of Seller. Such consent shall not beunreasonably withheld, 

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                        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 bindingupon, and inure to the benefit of, Buyer and Seller and their respectivesuccessors and assigns, 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 by providingnotice 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 periodsafter Close Of Escrow, by Buyer; and (ii) for periods prior to Close Of Escrow,by Seller. TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLYBETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month.

**30.****      ****WITHHOLDING TAXES:**Sellerand Buyer agree to execute any instrument, affidavit, statement or instructionreasonably necessary to comply with federal (FIRPTA) and California withholdingLaw, if required (C.A.R. Form AS).

**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:**The Property is sold in compliance withfederal, state and local anti­discrimination 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.oBuyer Inspection Advisory (C.A.R. Form BIA)

B.oSeller Financing Addendum and Disclosure (C.A.R. Form SFA)

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

D.oBuyer Intent to Exchange Supplement (C.A.R. Form BES)

E.xSeller Intent to Exchange Supplement (C.A.R. Form SES)

F.Buyer agrees to participate in Seller’s reverse 1031 exchange at noadditional cost to Buyer

**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

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                        anyaccepted 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**-** **meanscopy by any means including photocopy, NCR, facsimile and electronic.

**F.****             ****“Days”**meanscalendar days, unless otherwise required by Law.

G.             “**Days After**” means the specified number of calendar daysafter the occurrence of the event specified, not counting the calendar date onwhich the specified event occurs, and ending at 11:59PM on the final day.

**H.****           ****“Days****Prior**”means the 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 to Perform”**meansa document (C.A.R. Form NBP), which shall be in writing and Signed by Sellerand shall give Buyer at least 24 hours **(or asotherwise specified in paragraph 17C(4))**to remove a contingency orperform 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:**NeitherBuyer nor Seller has utilized the services of, or for any other reason owescompensation to, a licensed real estate broker (individual or corporate),agent, finder, or other entity, other than as specified in this Agreement, inconnection with any act relating to the Property, including, but not limitedto, inquiries, introductions, consultations and negotiations leading to thisAgreement. Buyer and Seller each agree to indemnify, defend, and hold theother, the Brokers specified herein and their agents, harmless from and againstany costs, expenses or liability for compensation claimed inconsistent with thewarranty and representations in this paragraph.

**39. AGENCY:**

**A.****           ****POTENTIALLY COMPETINGBUYERS AND SELLERS:**Buyer and Seller each acknowledge receiptof a disclosure of the possibility of multiple representation by the Brokerrepresenting that principal. This disclosure may be part of a listingagreement, buyer-broker agreement or separate document (C.A.R. Form DA). Buyerunderstands that Broker representing Buyer may also represent other potentialbuyers, who may consider, make offers on or ultimately acquire the Property.Seller understands that Broker representing Seller may also represent othersellers with competing properties of interest to this Buyer.

**B.****           ****CONFIRMATION:**Thefollowing agency relationships are hereby confirmed for this transaction:

ListingAgent Keller Williams Realty-North (Print Firm Name) is the agent of(check one): x the Seller exclusively; **or** ̈both the Buyer and Seller.

SellingAgent  Coldwell Banker Premier Real Estate (Print Firm Name) (if notsame as Listing Agent) is the agent of (check one): xthe Buyer exclusively: or ol the Seller exclusively; or oboth the Buyer and Seller. Real Estate Brokers are not parties to the Agreementbetween Buyer and Seller.

 

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

** A. The following paragraphs, or applicableportions thereof, of this Agreement constitute the joint escrow instructions****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, 35 368-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 provisions directlyfrom Escrow Holder and

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          will executesuch provisions upon Escrow Holder’s request. To the extent the generalprovisions are inconsistent or conflict with this Agreement, the generalprovisions will control as to the duties and obligations of Escrow Holder only.Buyer and Seller will execute additional instructions, documents and formsprovided by Escrow Holder that are reasonably necessary to close the escrow.

B**.**A Copy of this Agreement shall bedelivered to Escrow Holder within 3 business days after Acceptance (or o     ).Buyer and Seller authorize Escrow Holder to accept and rely on Copies andSignatures as defined in this Agreement as originals, to open escrow and forother purposes of escrow. The validity of this Agreement as between Buyer andSeller is not affected by whether or when Escrow Holder Signs this Agreement.

C. Brokers are aparty to the Escrow for the sole purpose of compensation pursuant to paragraphs42, 45A and paragraph D of the section titled Real Estate Broker on page 10.Buyer and Seller irrevocably assign to Brokers compensation specified inparagraphs 42 and 45A. respectively, and irrevocably instruct Escrow Holder todisburse those funds to Brokers at Close Of Escrow, or pursuant to any othermutually executed cancellation agreement. Compensation instructions can beamended or revoked only with the written consent of Brokers. Escrow Holdershall immediately notify 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 Sellerinstruct Escrow Holder to cancel escrow.

D. A Copy of anyamendment that affects any paragraph for which Escrow Holder is responsibleshall be delivered to Escrow Holder within 2 business days after mutualexecution of the amendment.

**41.****      ****SCOPE OF BROKER DUTY:**Buyerand Seller acknowledge and agree that: Brokers: (i) do not decide what priceBuyer should pay or Seller should accept; (ii) do not guarantee the conditionof the Property (iii) do not guarantee the performance, adequacy orcompleteness of inspections, services, products or repairs provided or made bySeller or others; (iv) shall not be responsible for identifying defects thatare not known to Broker(s): (v) shall not be responsible for inspecting publicrecords or permits concerning the title or use of the Property; (vi) shall notbe responsible for identifying location of boundary lines or other itemsaffecting title: (vii) shall not be responsible for verifying square footage,representations of others or information contained in inspection reports, MLSor PDS, advertisements, flyers or other promotional material, unless otherwiseagreed in writing; (viii) shall not be responsible for providing legal or taxadvice regarding any aspect of a transaction entered into by Buyer or Seller inthe course of this 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.****      ****TERMS AND CONDITIONS OFOFFER:**

This is an offer to purchase the Propertyon the above terms and conditions. All paragraphs with spaces for initials byBuyer and Seller are incorporated in this Agreement only if initialed by allparties. If at least one but not all parties initial, a counter offer isrequired until agreement is reached. Seller has the right to continue to offerthe Property for sale and to accept any other offer at any time prior tonotification of Acceptance. Buyer has read and acknowledges receipt of a Copyof the offer and agrees to the above confirmation of agency relationships. Ifthis offer is accepted and Buyer subsequently defaults, Buyer may beresponsible for payment of Brokers’ compensation. This Agreement and anysupplement, addendum or modification, including any Copy, may be Signed in twoor more counterparts, all of which shall 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 aCopy of the Signed offer is personally received by Buyer, or by     Amy Meredith    ,who is authorized to receive it by 5:00 PM on the third calendar day after this offeris signed by Buyer **(OR,**if checked o by January 11,2007 (date), at 5:00 x**AM ****x****  PM).**

 
| Buyer      |     David Elson                         |             |       |                                                   |   |
|------------|-------------------------------------------------------------|------------------|------------|--------------------------------------------------------|--------|
| By         |        /s/: David  Elson |             |  Date |         1-9-07 |   |
| Print Name | David Elson                                                 |             |       |                                                   |   |
| Address    |                                                        |   City |       |  State                                            |   |  Zip |   |   |
| Telephone  |                                                        |  Fax        |       |  E-mail                                           |   |   |
|       |                                                        |             |       |
| Buyer      |                                                        |             |       |
| By         |                                                        |             |  Date |                                                   |   |
| Print Name |                                                        |             |       |
| Address    |                                                        |  City       |       |  State                                            |   |  Zip |
| Telephone  |                                                        |  Fax        |       |  E-mail                                           |   |   |   |
|            |                                                             |                  |            |                                                        |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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**45.****      **BROKER COMPENSATIONFROM SELLER:

        A.  Upon Close Of Escrow. Seller agrees to paycompensation to Broker as specified in a separate written agreement betweenSeller and Broker.

         B. If escrow does notclose, compensation is payable as specified in that separate written agreement.

46.  ACCEPTANCE OF OFFER: Sellerwarrants that Seller is the owner of the Property. or has the authority toexecute this Agreement Seller accepts the above offer, agrees to sell theProperty on the above terms and conditions, and agrees to the aboveconfirmation  of agency relationships.Seller has read and acknowledges receipt of a Copy of this Agreement, andauthorizes Broker to deliver a Signed Copy to Buyer.

x(If checked) SUBJECT TO ATTACHED COUNTER OFFER, DATED     1-10-07
| Seller /s/: Leah Pauly |   |
|------------------------|--------|

By     Leah Pauly                                                                                                                        Date    1-31-07

Print Name     Coast National Bank

Address     500 Marsh Street                              City     San Luis Obispo           State    CA      Zip     93401

Telephone        805543-3409     Fax     805781-3180          E-mail     lpauly@cnb.com

Seller

By                                                                                                                                                 Date

Print Name

Address                                                            City                                                                     State        Zip    

Telephone                                         Fax                                  E-mail

(     **/    **) Confirmation ofAcceptance:****A Copy of SignedAcceptance was personally received by Buyer or Buyer’s authorized agent on(date)      at      o  AMo PM. **A binding Agreement is created when**a **Copy ofSigned Acceptance is****personally received by Buyer or Buyer’s authorizedagent  whether or not confirmed in****this document. Completion  of this****confirmation is not legally requiredin order to create a binding Agreement; it is solely  intended to evidence the date thatConfirmation of Acceptance has  occurred.**

REAL ESTATE BROKERS:

A.Real Estate Brokers are not parties to the Agreement between Buyer and Seller.

B.  Agency relationships are confirmed as statedin paragraph 39 above.

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

        D.  COOPERATING BROKERCOMENSATION:  Listing Broker agrees topay Cooperating Broker (Selling Firm) andCooperating Broker agrees to accept, out of Listing Broker’s proceeds inescrow: (I) the amount specified in the MLS or PDS, provided Cooperating Brokeris a Participant of the MLS or PDS in which the property is offered for sale ora reciprocal MLS or PDS: or (ii) (if checked) the amount specified in aseparate written agreement (C.A.R. Form CBC) between Listing Broker andCooperating Broker.

**Real Estate Broker (SellingFirm):     Coldwell Banker Premier Real Estate    DRE Lic. #:     **

**By     /s/Amy Meredith    Amy Meredith    DRELic. #:  01262113 Date:January 9, 2007**

**Address:     1288Morro St., Ste 100     City:    SanLuis Obispo     State:     CA    Zip:    93401**

**Telephone:      Fax:      E-mail:     **

**Real Estate Broker (Listing Firm)    Keller Williams Realty-North     DRELic. #     01460640**

**By     /s/:Shari Schramm     DRE Lic. #     01354595**    **Date January 10, 2007**

**Address     1314Spring Street     City     Paso Robles    State     CA     Zip 93446**

**Telephone     Fax      E-mail     **

ESCROW HOLDER ACKNOWLEDGMENT:

Escrow Holder acknowledges receipt of aCopy of this Agreement, (if checked. xa deposit in the amount of $7,000.00) counter offer numbers      1,2,3,4    and     

     and agrees to act asEscrow Holder subject to paragraph 40 of this Agreement, any supplementalescrow instructions and the terms of Escrow Holder’s general provisions.

EscrowHolder is advised that the date of Confirmation of Acceptance of the Agreementas between Buyer and Seller is     1-31-07

EscrowHolder is First American Title Escrow # 2680185 M/C

Escrow #  2680185 M/C

By     /s/: MargieDanley/Cindy Majewski                                                                                     Date    2/1/07

Address 504 First Street, Suite B, Paso Robles, CA 93446

Phone/Fax/E-mail    

Escrow Holder is licensed by the CaliforniaDepartment of   ̈ Corporations, xInsurance,   ̈  Real Estate. DRELicense #

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(    /     ) REJECTION OF OFFER: No counter offer is being made. This offer is being made.  Thisoffer was reviewed  (Seller’s Initials)    andrejected by seller on      (Date).

**FINAL COUNTEROFFER NO. 4**

Date     January 29, 2007     , at    Atascadero    ,California

Thisis a counter offer to the: o Residential Purchase Agreement, oCounter Offer, x Other Commercial    (“Offer”), dated     January 12, 2007, on property know as     2045Spring Street (“Property”), between David Elson,(“Buyer), and     CoastNational Bank     (“Seller),

1. **TERMS:**The terms and conditions of the above referenced document are **accepted subject to the 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 specified inwriting, down payment and loan amount(s) will be adjusted in the sameproportion as in the original Offer.**

C.        1.Expiration of Counter Offer Three is extended until February 02, 2007 at 5:00pm

      2. Purchase price to be $730,000.00 (Seven —HundredThirty Thousand Dollars).

D.     **Thefollowing attached addenda/supplements**are incorporated **in this Counter Offer:****o** Contract Addendum No.     o    o

**2. RIGHT TOACCEPT OTHER OFFERS:**Sellerreserves the right to continue to offer the Property for sale or for othertransaction, and to accept any other offer at any time prior to communication ofacceptance, as described in paragraph 3. If this is a Seller Counter Offer,Seller’s acceptance of another offer prior to Buyer’s acceptance andcommunication of acceptance of this Counter Offer, shall revoke this CounterOffer.

**3. EXPIRATION:**This Counter Offer shall be deemed revoked anddeposits, if any, shall be refunded unless this Counter Offer is signed by theBuyer or Seller to whom it is sent and a Copy of the signed Counter Offer ispersonally received by the person making this Counter Offer or**    **Amy Meredith whois authorized to receive it by5:00 PM on the third Day after this Counter Offer is made or, (if checked) by x date: February 2. 2007    (date),at     5:00     o    AM  x   PM.

This Counter Offer may beexecuted in counterparts.

**4.**o**(If****Checked:) MULTIPLE COUNTEROFFER:**Seller is making aCounter Offer(s) to another prospective buyer(s) on terms that may or may notbe the same as in this Counter Offer. Acceptance of this Counter Offer by Buyer shall **not**be binding unless and until it issubsequently re-Signed by Seller in paragraph 7 below and a Copy of the CounterOffer Signed in paragraph 7 is personally received by Buyer or by, who isauthorized to receive it, by 5:00 PM on the third Day after this Counter Offeris made or, (if checked) by (date), at                  o   AM o  PMPrior 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:   x  BUYER OR o SELLER MAKES THISCOUNTER OFFER ON THE TERMS ABOVE AND ACKNOWLEDGES RECEIPT OF A COPY.
|  | /s/: David A. Elson |   | Date | 1-30-07 |   |
|--|---------------------|--------|------|---------|--------|

 

                                                                                                                 Date

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

                                                                                          Date                                                  Timeo   AM  o   PM

                                                                                                             Date                                                 Timeo   AM  o  PM

7. MULTIPLE COUNTER OFFER SIGNATURE LINE: By signingbelow, Seller accepts this Multiple Counter Offer.

      NOTE TO SELLER: Do NOT sign in this boxuntil after Buyer signs in paragraph 6.) (Paragraph 7 applies only if paragraph4 is checked.)

                                                                                         Date                                                 Timeo   AM  o   PM

                                                                                                             Date                                                  Timeo   AM  o   PM

**8**. (_       /      ****) (Initials) **Confirmationor Acceptance: **A Copy ofSigned Acceptance was personally received by the maker of the Counter Offer, orthat  the person’s authorized agent asspecified in paragraph 3 (or, if this is a Multiple Counter Offer, the Buyer ofBuyer’s authorized agent as specified in paragraph 4) on (date)                                     , at       o    AM      o  PM.  Abinding Agreement is created  when  a Copy of Signed Acceptance is personallyreceived by the maker of the Counter Offer, or that the person’s authorizedagent (or, if this is a Multiple Counter Offer, the Buyer or Buyers authorizedagent) whether or not confirmed in this document.  Completion of this confirmation is notlegally required in order to create a binding Agreement: it is solely intendedto evidence the date that Confirmation of Acceptance has occurred.

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