ex10_3.htm


     

    
      Exhibit
10.03

       

      REAL ESTATE PURCHASE
AGREEMENT

      


      This Real
Estate Purchase Agreement ("Agreement") is entered into this 9th day of
December, 2008 by and between Nexia Holdings, Inc., a Nevada corporation
(“NXHD”), with a principal office located at 59 West 100 South, Second Floor,
Salt Lake City, Utah 84101, and Casey J. Coleman (“HOUSE”) the sole owner of
property located in Salt Lake County Utah, consisting of two houses with
addresses of 459 East 3360 South, Salt Lake City, Utah, 84115 and 838 South Lake
Street, Salt Lake City, Utah, 84105 (hereinafter “Property”).

      


      WHEREAS, NXHD desires to
acquire 100% ownership of the PROPERTY in exchange for the issuance of NINETY
THREE THOUSAND (93,000) shares of NXHD’s Series C Preferred Stock, with a stated
conversion value of $465,000; and

      


      WHEREAS, HOUSE desires to
transfer to NXHD 100% of their ownership interest in the Property and retaining
a secured interest in the Property, in exchange for NINETY THREE THOUSAND
(93,000) shares of NXHD Series C Preferred Stock..

      


      NOW, THEREFORE with the above
being incorporated into and made a part hereof for the mutual consideration set
out herein and, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

      


      1.           Exchange.  The
parties will exchange shares as follows:

      


      
        	
                A.  

              	
                NXHD  will
      transfer 93,000 restricted shares of its Series C Preferred Stock to HOUSE
      on or before December 31, 2008 (the “Closing Date@)
      and NXHD  will deliver the NXHD shares with all the necessary
      paperwork to establish ownership in HOUSE of the NXHD shares;
      and

              


      

      


      
        	
                B.  

              	
                HOUSE
      will transfer title to the Property or his ownership interest in Property,
      equal to and not less than 100% of all ownership interest, in Property to
      NXHD or its designee on or before the Closing Date and HOUSE will deliver
      the Property ownership rights with all the necessary paperwork to
      establish ownership in NXHD of 100% of Property, HOUSE shall be entitled
      to retain a lien against the Property in the sum of
      $386,950   until liquidation of the securities received by
      HOUSE have generated sufficient proceeds which shall be used to satisfy
      any existing liens against the property, including property taxes on the
      Property.

              


      

      


      2.           Termination.  This
Agreement may be terminated at any time prior to the Closing Date under the
following circumstances:

       

      A.           By HOUSE or
NXHD:

       

      (1)           If
there shall be any actual or threatened action or proceeding by or before any
court or any other governmental body which shall seek to restrain, prohibit, or
invalidate the transactions contemplated by this Agreement and which, in the
judgment of such Board of Directors made in good faith and based upon the advice
of legal counsel, makes it inadvisable to proceed with the transactions
contemplated by this Agreement; or

       

      (2)           If
the Closing shall have not occurred prior to January 1, 2009, or such later date
as shall have been approved by parties hereto, other than for reasons set forth
herein.

       

      B.           By
NXHD:

       

      (1)           If
HOUSE shall fail to comply in any material respect with any of their covenants
or agreements contained in this Agreement or if any of the representations or
warranties of HOUSE contained herein shall be inaccurate in any material
respect; or

      (2)           If
HOUSE files for bankruptcy protection or otherwise takes any action to place
added or additional liens against the Property.

       

      C.           By
HOUSE:

       

      
        	
                (1)  

              	
                If
      NXHD shall fail to comply in any material respect with any of its
      covenants or agreements contained in this Agreement or if any of the
      representations or warranties of NXHD contained herein shall be inaccurate
      in any material respect;

              


      

      
        	
                (2)  

              	
                If
      NXHD files for bankruptcy protection prior to the satisfaction of Property
      debts currently secured by the Property and/or HOUSE are unable to realize
      $386,950 from the sale of the NXHD Series C Preferred restricted shares
      provided for by this agreement HOUSE may rescind this exchange and will
      repay to NXHD all investment made by NXHD to or for the benefit of the
      Property.

              


      

       

      In
the event this Agreement is terminated pursuant to this Paragraph, this
Agreement shall be of no further force or effect, no obligation, right, or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting, printing, and other costs incurred in connection with
negotiation, preparation and execution of the Agreement and the transactions
herein contemplated.

       

      3.           Representations
and Warranties of HOUSE.  HOUSE hereby represent and warrant
that effective this date and the Closing Date, the following representations are
true and correct:

       

      
        	
                 
      

              	
                A.

              	
                Authority.  HOUSE
      has the full power and authority to enter into this Agreement and to carry
      out the transactions contemplated by this
      Agreement.

              


      

       

      
        	
                 
      

              	
                B.

              	
                No
      Conflict With Other Instruments.  The execution of this
      Agreement will not violate or breach any document, instrument, agreement,
      contract, or commitment material to the ownership of Property or to which
      HOUSE is individually or jointly a party and has been duly authorized by
      all appropriate and necessary
  action.

              


      

       

      
        	
                 
      

              	
                C.

              	
                Deliverance
      of Shares.  As of the Closing Date, the ownership
      interest to be delivered to NXHD, or its designee, shall be valid and
      legal ownership interest to the
  Property.

              


      

       

      
        	
                 
      

              	
                D.

              	
                No
      Conflict with Other Instrument.  The execution of this
      agreement will not violate or breach any document, instrument, agreement,
      contract, or commitment material to the Property or
      HOUSE.

              


      

       

      
        	
                 
      

              	
                E.

              	
                Assets
      and Liabilities related to the Property.  As of the date
      of closing, the Property shall have no more than $386,950 in debts or
      liabilities and a current valuation of not less than
      $465,000.

              


      

       

      
        	
                 
      

              	
                F.

              	
                Payment
      of expenses.  For a period of six months following the
      closing hereunder HOUSE shall remain liable for any and all expenses
      related to the Property, not paid or covered by the rental income
      generated from the
Property.

              


      

       

      
        	
                 
      

              	
                G.

              	
                Complete
      Lien Disclosure.  Prior to the closing HOUSE shall fully
      and completely disclose and provide all relevant documents related to any
      lien or obligation secured by the Property made the subject of this
      agreement to NXHD and shall respond to and provide information to reply to
      any inquiry regarding any such obligations by
      NXHD.

              


      

       

      
        	
                 
      

              	
                H.

              	
                Good
      Title.  HOUSE warrants and represents that it will be
      transferring good and clear title to the Property and that there are no
      known defects or clouds on title and hereby agrees to indemnify and hold
      NXHD harmless from any such lack of clean title and/or damages resulting
      from any defects or clouds on title that exist as of the date of closing,
      unless or except as clearly disclosed in writing to NXHD prior to the
      closing and which NXHD agrees to excuse from this
      provision.

              


      

       

      
        	
                 
      

              	
                I.

              	
                Representations
      Regarding Condition of the Property.  HOUSE shall
      complete and deliver to NXHD a complete set of standard Seller’s
      Representations regarding the condition of the Property prior to closing,
      NXHD shall have the right to review and accept or reject the Property
      based upon those
disclosures.

              


      

       

      4.           Representations
and Warranties of NXHD.

       

      NXHD
hereby represents and warrants that, effective this date and the Closing Date,
the representations and warranties listed below are true and
correct.

       

      
        	
                 
      

              	
                A.

              	
                Corporate
      Authority.  NXHD has the full corporate power and
      authority to enter this Agreement and to carry out the transactions
      contemplated by this Agreement.  The Board of Directors of NXHD
      has duly authorized the execution, delivery, and performance of this
      Agreement.

              


      

       

      
        	
                 
      

              	
                B.

              	
                No
      Conflict With Other Instruments.  The execution of this
      Agreement will not violate or breach any document, instrument, agreement,
      contract, or commitment material to the business of NXHD to which NXHD is
      a party and has been duly authorized by all appropriate and necessary
      action.

              


      

       

      
        	
                 
      

              	
                C.

              	
                No
      Conflict with Other Instrument.  The execution of this
      agreement will not violate or breach any document, instrument, agreement,
      contract, or commitment material to
  NXHD.

              


      

       

      5.           Closing.   The
Closing as herein referred to shall occur upon such date as the parties hereto
may mutually agree upon, but is expected to be on or before December 31,
2008.

       

      6.           Conditions
Precedent of NXHD to Effect Closing.  All obligations of NXHD
under this Agreement are subject to fulfillment prior to or as of the Closing
Date, as follows:

       

      
        	
                 
      

              	
                A.

              	
                The
      representations and warranties by or on behalf of HOUSE contained in this
      Agreement or in any certificate or documents delivered to NXHD pursuant to
      the provisions hereof shall be true in all material respects as of the
      time of Closing as though such representations and warranties were made at
      and as of such time.

              


      

       

      
        	
                 
      

              	
                B.

              	
                HOUSE
      shall have performed and complied with all covenants, agreements and
      conditions required by this Agreement to be performed or complied with by
      them prior to or at the Closing.

              


      

       

      
        	
                C.  

              	
                       All
      instruments and documents delivered to NXHD pursuant to the provisions
      hereof shall be reasonably satisfactory to NXHD's legal
      counsel.

              


      

       

      
        	
                D.  

              	
                       HOUSE shall
      have provided reasonable assurances that as of or prior to the date of
      closing that the PROPERTY shall have no more than $386,950 in debts or
      liabilities and a current valuation of not less than
      $465,000.

              


      

       

      7.           Conditions
Precedent of HOUSE to Effect Closing.  All obligations of HOUSE
under this Agreement are subject to fulfillment prior to or as of the date of
Closing, as follows:

       

      
        	
                 
      

              	
                A.

              	
                The
      representations and warranties by or on behalf of NXHD contained in this
      Agreement or in any certificate or documents delivered to HOUSE pursuant
      to the provisions hereof shall be true in all material respects as of the
      time of Closing as though such representations and warranties were made at
      and as of such time.

              


      

       

      
        	
                 
      

              	
                B.

              	
                NXHD
      shall have performed and complied with all covenants, agreements and
      conditions required by this Agreement to be performed or complied with by
      it prior to or at the Closing.

              


      

       

      
        	
                 
      

              	
                C.

              	
                All
      instruments and documents delivered to HOUSE pursuant to the provisions
      hereof shall be reasonably satisfactory to HOUSE’s legal
      counsel.

              


      

       

      8.           Damages and
Limit of Liability.  Each party shall be liable, for any
material breach of the representations, warranties, and covenants contained
herein which results in a failure to perform any obligation under this
Agreement, only to the extent of the expenses incurred in connection with such
breach or failure to perform Agreement.

       

      9.           Nature and
Survival of Representations and Warranties.  All
representations, warranties and covenants made by any party in this Agreement
shall survive the Closing hereunder.  All of the parties hereto are
executing and carrying out the provisions of this Agreement in reliance solely
on the representations, warranties and covenants and agreements contained in
this Agreement or at the Closing of the transactions herein provided for and not
upon any investigation upon which it might have made or any representations,
warranty, agreement, promise, or information, written or oral, made by the other
party or any other person other than as specifically set forth
herein.

       

      10.           Indemnification
Procedures.  If any claim is made by a party which would give
rise to a right of indemnification under this paragraph, the party seeking
indemnification (Indemnified Party) will promptly cause notice thereof to be
delivered to the party from whom indemnification is sought (Indemnifying
Party).  The Indemnified Party will permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting from the
claims.  Counsel for the Indemnifying Party which will conduct the
defense must be approved by the Indemnified Party (whose approval will not be
unreasonably withheld), and the Indemnified Party may participate in such
defense at the expense of the Indemnified Party.  The Indemnifying
Party will not in the defense of any such claim or litigation, consent to entry
of any judgment or enter into any settlement without the written consent of the
Indemnified Party (which consent will not be unreasonably
withheld).  The Indemnified Party will not, in connection with any
such claim or litigation, consent to entry of any judgment or enter into any
settlement without the written consent of the Indemnifying Party (which consent
will not be unreasonably withheld).  The Indemnified Party will
cooperate fully with the Indemnifying Party and make available to the
Indemnifying Party all pertinent information under its control relating to any
such claim or litigation.  If the Indemnifying Party refuses or fails
to conduct the defense as required in this Section, then the Indemnified Party
may conduct such defense at the expense of the Indemnifying Party and the
approval of the Indemnifying Party will not be required for any settlement or
consent or entry of judgment.

       

      11.           Default at
Closing.  Notwithstanding the provisions hereof, if either
party shall fail or refuse to deliver any of the Shares, or shall fail or refuse
to consummate the transaction described in this Agreement prior to the Closing
Date, such failure or refusal shall constitute a default by that party and the
other party at its option and without prejudice to its rights against such
defaulting party, may either (a) invoke any equitable remedies to enforce
performance hereunder including, without limitation, an action or suit for
specific performance, or (b) terminate all of its obligations hereunder with
respect to the defaulting party.

       

      12.           Costs and
Expenses.  NXHD and HOUSE shall bear their own costs and
expenses in the proposed exchange and transfer described in this
Agreement.  NXHD and HOUSE have been represented by their own
attorneys in this transaction, and shall pay the fees of their attorneys, except
as may be expressly set forth herein to the contrary.

       

      13.           Notices.  Any
notice under this Agreement shall be deemed to have been sufficiently given if
sent by registered or certified mail, postage prepaid, addressed as
follows:

       

      
        	
                To
      HOUSE:

              	
                To
      NXHD:

              


      

      
        	
                Casey
      J. Coleman

              	
                Nexia
      Holdings, Inc.

              


      

      
        	
                 
      

              	
                59
      West 100 South, Second Floor

              


      

      
        	
                Salt
      Lake City, Utah

              	
                Salt
      Lake City, Utah 84101

              


      

      chemp73@yahoo.com

       

      14.           Miscellaneous.

       

      A.           Further
Assurances.  At any time and from time to time, after the
effective date, each party will execute such additional instruments and take
such additional steps as may be reasonably requested by the other party to
confirm or perfect title to any property transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.

       

      B.           Waiver.  Any
failure on the part of any party hereto to comply with any of its obligations,
agreements, or conditions hereunder may be waived in writing by the party to
whom such compliance is owed.

       

      C.           Brokers.  Neither
party has employed any brokers or finders with regard to this Agreement not
disclosed herein.

       

      D.           Headings.  The
section and subsection headings in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Agreement.

       

      E.           Counterparts.  This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

       

      F.           Governing
Law.  This Agreement was negotiated and is being contracted for
in the State of Utah, and shall be governed by the laws of the State of Utah,
notwithstanding any conflict-of-law provision to the contrary.  Any
issue regarding title to the Property shall be governed by the laws of the State
of Utah where the Property is located.  Any suit, action or legal
proceeding arising from or related to this Agreement shall be submitted for
binding arbitration resolution to the American Arbitration Association, in Salt
Lake City, Utah, pursuant to their Rules of Procedure or any other mutually
agreed upon arbitrator.  The parties agree to abide by decisions
rendered as final and binding, and each party irrevocably and unconditionally
consents to the jurisdiction of such arbitrator and waives any objection to the
laying of venue in, or the jurisdiction of, said Arbitrator.

       

       

      G.           Binding
Effect.  This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors, and assigns.

       

      H.           Entire
Agreement.  The Agreement contains the entire agreement between
the parties hereto and supersedes any and all prior agreements, arrangements or
understandings between the parties relating to the subject matter
hereof.  No oral understandings, statements, promises or inducements
contrary to the terms of this Agreement exist.  No representations,
warranties covenants, or conditions express or implied, other than as set forth
herein, have been made by any party.

       

      I.           Severability.  If
any part of this Agreement is deemed to be unenforceable the balance of the
Agreement shall remain in full force and effect.

       

      IN
WITNESS WHEREOF, the parties have executed this Agreement the day and year first
above written.

       

      
        	
                Casey
      J. Coleman

              	
                Nexia
      Holdings, Inc.,

              

                                                                       
A Nevada corporation

       

      
        	
                   /s/
      Casey J. Coleman

              	
                By:    /s/
      Richard
    Surber    .

              


      

      
        	
                 
      

              	
                Name:  Richard
      Surber

              

                                                                       
Its: President