Exhibit 10.2 - PURCHASE AND SALE AGREEMENT





 Exhibit 10.2


 


 


PURCHASE AND SALE AGREEMENT

AND ESCROW
INSTRUCTIONS

 

 














By and Between








M. D. GLOVER, INC.,

a Nevada corporation,

as Seller,




and




PRO-DEX, INC.,

a Colorado corporation,

as Buyer.










Dated for Reference Purposes As Of


January 3, 2006










Property Located At:




2950 Arrowhead Drive

City of Carson City

State of Nevada


 






























PURCHASE AND SALE AGREEMENT

AND ESCROW
INSTRUCTIONS






This PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "Agreement") is dated for reference purposes only
as of January 3, 2006, and is made to be effective as of the Effective Date (as
hereafter defined), by and between M. D. GLOVER, INC., a Nevada corporation ("Seller"),
and PRO-DEX, INC., a Colorado corporation ("Buyer").




R E C I T A L S :




A.        Seller is the owner of the Property (as
hereafter defined), which consists of an industrial building together with
related improvements, located at 2950 Arrowhead Drive, Carson City, Nevada, as
more particularly described in Exhibit A.




B.        The Property currently is being used for the
business operations of ASTROMEC, INC., a Nevada corporation ("Astromec"),
whose business and substantial assets (the "Business") are
intended to be  purchased by Buyer from Astromec pursuant to and in accordance
with a separate purchase agreement entered into between Buyer and Astromec (the
"Business Purchase Transaction").




C.        Buyer desires to purchase the Property from
Seller in connection with the Business Purchase Transaction, and Seller desires
to sell the Property to Buyer, on the terms and conditions set forth herein.




A G R E E M E N T




NOW, THEREFORE, in consideration of the foregoing and
the mutual agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller and Buyer hereby agree as follows:




ARTICLE I


EFFECTIVE DATE




This Agreement shall be effective on the day (the "Effective
Date") when a fully executed copy of this Agreement (or a fully
executed copy in counterparts) is deposited with Escrow Holder (as hereafter
defined).  Escrow Holder is hereby instructed to immediately notify each party
to this Agreement of the Effective Date.

 






1.


 
























ARTICLE II


DEFINITIONS




The following terms and references shall have the
meanings indicated below (such meanings to be equally applicable to both the
singular and plural forms of the terms defined and to verbs of any tense):




(a)              
"ALTA POLICY" means an American Land Title Association extended
coverage owner's policy of title insurance.




(b)              
"Balance" shall have the meaning set forth in Section
4.2(b).




(c)              
"Bill of Sale" means a bill of sale as defined in Article III(c).




(d)              
"Business Day" means any day other than a Saturday, Sunday or a Holiday.




(e)              
"Closing" means the consummation of the transactions
contemplated by this Agreement.




(f)                "Closing Date" means the date the Deed is recorded in the official
records of Carson City, Nevada.




(g)              
"CLTA Policy" means a standard coverage owner's policy of title
insurance.




(h)              
"Contracts" shall have the meaning set forth in Article
III(d).




(i)                "Contract
Assignment" shall have the
meaning set forth in Article III(d).





(j)               
"Deed" shall have the meaning set forth in Article
III(a).




(k)              
"Deposit" shall have the meaning set forth in Section
4.2(a).




(l)                 "Documents" means the transfer documents attached as Exhibits to
this Agreement.




(m)              
"Effective Date" shall have the meaning set forth in Article I.






                                                                             

2.


 
























(n)              
"Environmental Laws" shall mean any and all presently existing federal,
state and local laws (whether under common law, statute, rule, regulation or
otherwise), requirements under permits issued with respect thereto, and other
requirements of any federal, state or local governmental agency, court, board,
bureau or other authority having jurisdiction with respect to or relating to
the environment, to any Hazardous Materials or to any activity involving
Hazardous Materials, and shall include, without limitation, the Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. Section
9601, et seq.), the Federal Resource Conservation and Recovery Act (42
U.S.C. Section 6901, et seq.) and all amendments thereto in effect as of
the Closing Date.




(o)              
"Escrow Holder" means the company where escrow shall be established,
whose address for this transaction shall be:




First American Title Insurance Company


5310 Kietzke Lane, Suite 100

Reno, NV  89511




Attn:    Michelle
Molnar

Telephone No.:          (775) 823-6200

Facsimile No.:           (775) 823-4261




(p)              
"Escrow Period" means the period from and after the Effective Date
through the Closing Date or any earlier termination of this Agreement.




(q)              
"FF&E" means furniture, fixtures, equipment, machinery,
appliances, fittings, and other removable articles of personal property of
every kind and nature that are owned by Seller and used in the operation of the
Property, including, without limitation, (i) furnishings, furniture, and
equipment, (ii) art work and other decorative items, (iii) built-in appliances,
and (iv) office furniture and equipment.




(r)                
"General
Intangibles" means the Offsite
Rights, the Permits, the Repair Warranties, and other intangible personal
property rights of whatever nature (other than the rights evidenced by the
Contracts) owned by Seller and used in the operation and maintenance of the
Property.






                                                                             

3.


 
























(s)              
"Hazardous
Materials" shall mean and
include any chemical, compound, material, mixture, waste or substance that is
now or hereafter defined or listed in, or otherwise classified pursuant to, any
Environmental Laws as a "hazardous substance," "hazardous
material," "hazardous waste," "extremely hazardous
waste," "infectious waste," "toxic substance,"
"toxic pollutant" or any other formulation intended to define, list,
or classify substances by reason of deleterious properties such as
ignitability, corrosivity, reactivity, carcinogenicity, or toxicity including
any petroleum, natural gas, natural gas liquids, liquefied natural gas, or
synthetic gas usable for fuel (or mixture of natural gas and such synthetic
gas).  "Hazardous Materials" shall include, without limitation, any
hazardous or toxic substance, material or waste or any chemical, compound or
mixture which is (i) asbestos, (ii) motor oil, gasoline, petroleum or any
petroleum by-product, (iii) designated as a "hazardous substance"
pursuant to Section 1317 of the Federal Water Pollution Control Act (33 U.S.C.
Section 1251 et seq.), (iv) defined as a "hazardous waste"
pursuant to Section 6903 of the Federal Resource Conservation and Recovery Act,
(42 U.S.C. Section 6901 et seq., (v) defined as "hazardous
substances" pursuant to Section 9601 of the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.),
or (vi) listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR part 302); or in any and all amendments thereto in effect as of the Closing Date; or such
chemicals, compounds, mixtures, substances, materials or wastes otherwise
regulated under any applicable local, state or federal Environmental Laws.




(t)                
"Holiday" means any day on which banking institutions in the
State of Nevada, are authorized or obligated by law or executive order to
close.




(u)               
"Improvements" shall have the meaning set forth in Article
III(b).




(v)               
"Information" means all documents, reports, studies, and other
information or materials (including, without limitation, the Records) delivered
or disclosed to Buyer by Seller or its agents.




(w)             
 "Inspection Period" means the period from and after the Effective Date
and ending at 5:00 p.m., Pacific Time, on the 23rd day of January, 2006.




(x)               
"Land" shall have the meaning set forth in Article
III(a).




(y)               
"Loss Threshold" shall have the meaning set forth in Section
13.1(a)(i).




(z)               
"Offsite Rights" means any lease, license, or other agreement (other
than a recorded easement) providing for the use of another's real property in
conjunction with the operation of the Property (as, by way of illustration and
not limitation, use for vehicular parking and/or access).




(aa)         
    "Owner's Title
Policy" means, at Buyer's
election, an ALTA or  CLTA  Policy, in the amount of the Purchase Price.




(bb)         
   "Permit" means any permit, certificate, license, or other form
of authorization or approval issued by a governmental agency or authority and
legally required for the proper operation and use of the Property (including,
without limitation, any certificates of occupancy with respect to the
Improvements, elevator permits, conditional use permits, and zoning variances)
to the extent held and assignable by Seller or otherwise transferable with the
Property.




(cc)          
   "Permitted
Exceptions" shall have the
meaning set forth in Section 6.1.




(dd)         
    "Personal Property" shall have the meaning set forth in Article
III(c).




(ee)             
"Plans and
Specifications" shall have the
meaning set forth in Section 7.2(a).




(ff)              
 "Property" shall have the meaning set forth in Article III.




(gg)              
"Prorations" shall have the meaning set forth in Section 9.7(a).






                                                                             

4.


 
























(hh)          
  "PTR" means a current preliminary title report concerning
the Real Property issued by the Title Company.




(ii)              
"Purchase Price" shall have the meaning set forth in Section 4.1.




(jj)               "Real Property" shall have the meaning set forth in Article III(a).




(kk)          
 "Records" means all books, records, correspondence, and other
files that have been received or generated and maintained in the course of
operating the Property that are in Seller's possession or control.




(ll)               "Repair Warranties" means any written guaranties, warranties, or other
obligations of any contractor, manufacturer, or vendor for the repair or
maintenance of any of the Improvements or FF&E, to the extent assignable by
Seller.




(mm)     
    "Service Contract" means any contract or other arrangement, written or
oral, for the continuing provision of services relating to the improvement,
maintenance, repair, protection, or operation of the Property.




(nn)          
  "Title Company" means First American Title Insurance Company.




ARTICLE III


PROPERTY SUBJECT TO AGREEMENT




Seller hereby agrees to sell to Buyer, and Buyer
hereby agrees to purchase from Seller, subject to the terms and conditions set
forth herein, all of Seller's right, title, and interest in the following
(collectively, the "Property"):




(a)      
Land - that certain land described
in Exhibit A, and all appurtenant rights, privileges, and
easements thereto owned by Seller (collectively, the "Land"). 
The Land and the Improvements (collectively, the "Real Property")
shall be conveyed from Seller to Buyer pursuant to a Grant, Bargain and Sale
Deed (the "Deed") substantially in the form of Exhibit B.




(b)        Improvements - all buildings,
structures, fixtures, and other improvements located on the Land (collectively,
the "Improvements").




(c)        Personal Property - all personal
property, if any, owned by Seller and used by Seller in the operation,
maintenance, and management of the Real Property as of the Closing Date,
including, without limitation, the FF&E, the Records, and the General
Intangibles (collectively, the "Personal Property").  The
Personal Property shall be conveyed from Seller to Buyer pursuant to a Bill of
Sale (the "Bill of Sale") substantially in the form of Exhibit
C.






                                                                             

5.


 
























(d)       Contracts - all contracts and
agreements in effect on the Closing Date, if any, including, without
limitation, the Service Contracts (collectively, the "Contracts"). 
Seller's interest in the Contracts shall be conveyed to Buyer pursuant to an
Assignment and Assumption of Contracts, Permits and Other Rights (the "Contract
Assignment") substantially in the form of Exhibit D.




ARTICLE IV


PURCHASE PRICE, PAYMENT OF

PURCHASE PRICE AND LIQUIDATED DAMAGES




4.1       Purchase Price.  Subject to the
terms and conditions of this Agreement, Buyer agrees to pay, and Seller agrees
to accept, as consideration for conveyance  of the Property from Seller to
Buyer, the sum of Two Million Two Hundred Thousand and No/100ths Dollars
($2,200,000.00) (the "Purchase Price").




4.2       Deposit.




(a)       Upon the full execution of this Agreement
by Buyer and Seller, Buyer shall tender to Escrow Holder an earnest money
deposit in the amount of Ten Thousand and No/100ths Dollars ($10,000.00)
(the "Deposit").  The Deposit shall be tendered by certified
check or cashier's check made payable to Escrow Holder or by wire transfer of
current federal funds received and credited to the account of Escrow Holder.




                        (b)       Upon
the satisfaction, or waiver of Buyer of all of Buyer's conditions precedent to
closing as set forth in Article VII, the Deposit shall become
non-refundable to Buyer, except upon a failure of Seller to consummate the
transactions contemplated by this Agreement in accordance with the terms and
provisions hereof, or the failure, unless waived in writing by Buyer, of any
other condition provided for in this Agreement for the benefit of Buyer, or the
termination of this Agreement by Buyer in accordance with the terms and
provisions of Article XIII.




4.3       Payment of Purchase Price.  The
Purchase Price shall be paid by Buyer as follows:




(a)       The Purchase Price less the amount of the
Deposit, subject to adjustments as provided in Sections 9.7 and 9.8
hereof (the "Balance"), shall be placed into Escrow by wire
transfer of cash or other immediately available funds or in other good funds
acceptable to the Title Company by 4:00 p.m., Pacific time, on the last
Business Day prior to the Closing Date. 




4.4       Investment of Deposit.  Escrow
Holder shall place the Deposit  in an interest-bearing account with a bank or
savings association, the deposits of which are federally insured (up to the
amount of One Hundred Thousand and No/100ths Dollars ($100,000.00)), as
directed in writing by Buyer, with notice to Seller.  All references in this
Agreement to the Deposit shall include the interest thereon.  




                                                                             

6.


 


























4.5       Deposit As Liquidated Damages.  IF
THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE
OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER, WITHOUT
ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE
DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS
LIQUIDATED DAMAGES.  THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN
THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE
TO DETERMINE.  THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES
EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER
NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES.  THE
PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER
IN THE EVENT OF A DEFAULT ON THE PART OF BUYER, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b), AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.  IN
ADDITION, BUYER SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES IN THE
EVENT OF A DEFAULT BY BUYER.




"Seller"                                                                       "Buyer"




M. D. GLOVER, INC.,                                            PRO-DEX,
INC.,

a Nevada corporation                                               a
  Colorado corporation


 


 


 


By:     /s/ 
M. D. GLOVER                                        By:     /s/
PATRICK JOHNSON                              


            M. D. GLOVER                                                       PATRICK
JOHNSON

Its:      President                                                        Its:      President








ARTICLE V


INSPECTION




5.1       Due Diligence Review.  Buyer, at its
sole cost and expense, shall have the right to a Due Diligence Review in
accordance with the following terms and conditions.  A "Due Diligence
Review" means (a) an inspection, examination and evaluation of the
Information, and (b) the conduct of physical tests, inspections and other
investigations on the Property and all portions thereof leased by tenants ("Inspection
Studies"), all in order that Buyer may determine, in its sole and
absolute judgment and discretion, whether the Property is acceptable to Buyer.






                                                                             

7.


 
























5.2       Right to Terminate.  Notwithstanding
anything to the contrary in this Agreement, Buyer may terminate this Agreement
by giving notice of termination to Seller on or before the termination of the
Inspection Period.  If Buyer duly exercises that right, then Escrow Agent is
hereby instructed to return the Deposit to Buyer without further instruction
from either Buyer or Seller.  If Buyer does not give the notice of termination,
this Agreement shall continue in full force and effect, subject, however, to
Buyer's other termination rights hereunder.  Seller acknowledges that Buyer
may, but is not obligated to, expend time, money, and other resources in
connection with the Due Diligence Review of the Property, and that,
notwithstanding the fact that this Agreement may terminate pursuant to this Section
5.2 and other applicable provisions of this Agreement, such time, money,
and other resources that may be expended constitute adequate consideration for
Seller's execution of and entry into this Agreement.




5.3       Access and Inquiries. 




(a)       Buyer and its representatives, agents and
contractors, upon the giving of not less than one (1) Business Day's prior
notice in each instance, shall have reasonable access to the Property for the
purpose of causing a survey of the Land and Improvements to be performed by a
licensed surveyor, and conducting architectural, engineering, geotechnical, and
environmental inspections and tests (including intrusive inspection and
sampling), feasibility studies, and any other inspections, studies, or tests
reasonably required by Buyer; provided, however, that Buyer shall not undertake
any intrusive inspection or sampling without first obtaining the written
consent of Seller, which consent shall not be withheld unreasonably.  Buyer
shall keep the Property free and clear of any liens as a result of any entry on
the Property pursuant to this Section 5.3(a).




(b)       During the pendency of this Agreement,
Seller shall make available to Buyer, and Buyer and its representatives, agents
and contractors shall have a continuing right of reasonable access to and the
right to examine and make copies of, all books and records; construction plans;
correspondence; documents; contracts; agreements; and other materials relating
to the Property in Seller's possession or control, including, without
limitation, the right to conduct a "walk-through" of the Property
prior to the Closing.




(c)       In the course of its Due Diligence Review,
Buyer may make inquiries to third parties including, without limitation,
Tenants, lenders, contractors, property managers, parties to the Information
and Contracts, and municipal, local, and other government officials and
representatives, and Seller consents to such inquiries.




5.4       New Agreements.  During the period
from the Effective Date until the Closing Date, and as a condition to Buyer's
obligations to purchase the Property, Seller shall not, without the prior
written consent of Buyer in each instance (such consent not to be unreasonably
withheld), enter into any commitment, contract, option or other agreement of
any kind with respect to the repair, maintenance or operation of the Property,
unless such contracts, etc. have terms that expire prior to Closing.






                                                                             

8.


 
























5.5       Conduct of Inspections.




(a)       Any entry by Buyer onto the Property shall
be subject to, and conducted in accordance with, all applicable laws, statutes,
rules and regulations and in a manner so as to avoid any material interference
with the operations and occupancy of the Property.  Buyer shall promptly
restore the Property to its previous condition before any such inspections,
studies, or tests were performed.




(b)       Buyer or its agents may undertake borings
or other disturbances of the soil with Seller's prior written approval,
provided that the soil borings and other disturbances shall be sealed and
closed using materials and techniques that conform with all applicable laws,
statutes, rules and regulations and industry and governmental standards, and
the soil shall be recompacted to the condition immediately before any such
borings were undertaken.




(c)        Notwithstanding any general liability or
other insurance that may be maintained by Buyer, Buyer hereby agrees to
indemnify, defend and hold harmless Seller and its partners and its and their
partners, shareholders, directors, officers, employees, and agents from and
against any claims, losses or damages (including attorneys' fees and costs)
arising directly from or in connection with the due diligence and inspection
activities conducted on the Property by Buyer and or its agents, including,
without limitation, any damages to the Property arising from or relating to any
inspections, studies or tests performed by Buyer or its agents.  
Notwithstanding the foregoing, Buyer shall have no liability of any kind for
conditions discovered (but not caused by) Buyer's inspections, studies or
tests.  The foregoing indemnification obligation of Buyer shall survive any
termination of this Agreement or the delivery of the Deed and the transfer of
title to the Property.  If this Agreement is terminated, Buyer shall deliver to
Seller, at no cost to Seller, the results and copies of any and all surveys,
reports, tests or studies made by or for Buyer with respect to the Property.




ARTICLE
VI


TITLE
TO PROPERTY




6.1       Title.  At the Closing, Seller shall
convey to Buyer title to the Real Property by execution and delivery of the
Deed.  The Owner's Title Policy shall show title as subject to no exceptions
other than the following (collectively, the "Permitted Exceptions"):




(a)       The lien for real estate taxes and
assessments not yet delinquent; and




(b)       Such other exceptions as may be approved or
deemed approved by Buyer pursuant to Section 7.1 hereof.






                                                                             

9.


 
























6.2       Title Insurance.  Buyer's obligation
to purchase the Property shall be subject to the irrevocable commitment of the
Title Company to issue the Owner's Title Policy upon payment of its normal premium
on the Closing Date.  In addition, and provided Buyer satisfies any
requirements of the Title Company therefor prior to the Closing Date, the
Owner's Title Policy shall be issued together with such endorsements thereto as
Buyer may request; provided, however, that if any such endorsements are
required to change an exception to title to which Buyer has objected, and which
Seller has agreed to cure, into a Permitted Exception, then the cost of such
endorsement shall be paid by Seller.




6.3       Personal Property and Contracts.  At
the Closing, Seller shall transfer to Buyer title to the Personal Property and
Seller's interest in the Contracts by execution and delivery of the Bill of
Sale and the Contract Assignment.  Buyer shall assume the performance of all of
Seller's obligations under the Contracts arising after the Closing Date, but
only as to those Contracts listed on Schedule I to the Contract
Assignment.




ARTICLE VII


BUYER'S ADDITIONAL CONDITIONS PRECEDENT TO CLOSING




Buyer's obligation to purchase the Property shall be
conditioned upon the fulfillment of each of the following conditions precedent:




7.1       Approval of Title.




(a)       Buyer shall have reviewed and approved,
within the time period and in the manner provided below, the PTR, including copies of all documents referred to in the PTR (other than encumbrances to be
discharged by Seller on or before Closing).




(b)       Seller shall request the Title Company to
cause the PTR and legible copies of all supporting materials, including copies
of all exception documents referred to in the PTR to be delivered to Buyer by
5:00 p.m., Pacific time, on or before the fifth (5th) Business Day after the
Effective Date (the "Title Delivery Date").  On or before the
fifth (5th) Business Day from and after delivery to Buyer of the PTR and all supporting materials, Buyer shall notify Seller and Escrow Holder in writing which
exceptions to title shown in the PTR, if any, will not be accepted by Buyer
(collectively, the "Disapproved Title Matters"); all other
matters and exceptions to title shown in the PTR shall be deemed approved by
Buyer.  If Buyer fails to notify Seller and Escrow Holder within the required
time period of any Disapproved Title Matters, Buyer shall be deemed to have
approved the condition to the Real Property as to such title matters.  If Buyer
notifies Seller of any Disapproved Title Matters, Seller shall have until 5:00 p.m., Pacific time, on the fifth (5th) day after Seller's receipt of such notice to
notify Buyer and Escrow Holder in writing that:




(i)         Seller shall use its reasonable efforts
to either (A) cause any Disapproved Title Matters to be removed by the Closing,
or (B) obtain, at Seller's expense, an endorsement or other curative effect
acceptable to Buyer in Buyer's sole and absolute discretion (in which case,
Seller may extend the Closing Date for such period as shall be required to
effect such cure, but not beyond ten (10) calendar days); or






                                                                            

10.


 
























(ii)        Seller elects not to cause any such
Disapproved Title Matters to be removed.




(c)        If Seller gives Buyer and Escrow Holder
notice under subsection (b)(ii) above, or if Seller gives notice under
subsection (b)(ii) above, but later provides notice to Buyer that Seller has
been unable to cure or remove the applicable Disapproved Title Matter, then
Buyer shall have until 5:00 p.m., Pacific time, on the fifth (5th) Business Day
after Buyer's receipt of either such notice to notify Seller and Escrow Holder
that (i) Buyer revokes its disapproval of such exceptions(s) and will proceed
with the purchase without any reduction in the Purchase Price and take title to
the Property subject to such exception(s), or (ii) Buyer will terminate this
Agreement.  The foregoing procedure shall also be applicable to any new matters
which are disclosed in any updates, supplements or amendment to the PTR.




7.2       Approval of Other Matters. 





(a)       By 5:00 p.m., Pacific time, on or before
the 5th Business Day after the Effective Date, Seller will deliver to Buyer, or
allow Buyer reasonable access to, at the Property, at Seller's place of business,
or at such other location as Seller may reasonably indicate, during reasonable
times agreed upon in advance by Buyer and Seller, copies of the following,
expressly subject to such items being in the possession of or reasonably
available to Seller or its manager for the Property:




(i)               copies of all Contracts;




(ii)              a schedule of all Personal
Property;




(iii)            
copies of the most recent
property tax bills for the Property;




(iv)             plans and specifications
(as-builts, if available) for construction of the Improvements (the "Plans
and Specifications");




(v)              copies of certificate(s) of
occupancy, and any governmental licenses and permits regarding the Property;




(vi)             copies of environmental reports,
studies and assessments within Seller's possession or control covering the
Property;




(vii)           
copies of all soil reports and
analyses within Seller's possession or control pertaining to the soils,
seismological, geological and drainable conditions of the Property;




(viii)          
copies of construction and
equipment warranties within Seller's possession; and




(ix)             all other material,
non-proprietary materials, reports and information relevant to the Property.




11.


 


























(b)       On or before the expiration of the
Inspection Period, Buyer shall notify Seller and Escrow Holder in writing if
Buyer objects to any of the matters referred to in subsection (a)  above or to
Buyer's own inspection of the Property described in Section 5.1 hereof. 
If Buyer so notifies Escrow Holder of any objection(s), Seller shall have ten
(10) calendar days, at Seller's option, to attempt to cure Buyer's objection(s);
upon the expiration of such ten (10) day period, Buyer may elect to either
rescind its objection(s) or terminate this Agreement. 




7.3       Compliance by Seller.  Seller shall
have complied with each and every covenant, undertaking and agreement to be kept
or performed by Seller as provided in this Agreement; and each representation
and warranty made in this Agreement by Seller shall remain true and accurate in
all material respects both at the time made and on the Closing Date.




7.4       No Material Adverse Change in Physical
Condition.  As of the Closing Date, there shall have been no material
adverse change in the physical condition of the Property or any material
portion thereof, excepting any event(s) of destruction, damage, or condemnation
described in Section 13.1 or 13.2.




7.5       No Insolvency.  Neither Seller nor
any of its affiliates (i) shall be in receivership or dissolution, (ii) shall
have made an assignment for the benefit of creditors or admitted in writing its
inability to pay its debts as they mature, or (iii) shall be been adjudicated a
bankrupt or filed a petition in voluntary bankruptcy or a petition or answer
seeking reorganization or an arrangement with creditors under the Federal
bankruptcy law or any other similar law or statute of the United States or any
jurisdiction and no such petition shall have been filed against Buyer or any of
its general partner(s), if any.




7.6       Closing of Business Purchase
Transaction.  The Business Purchase Transaction shall have been completed
and closed.




7.7       Waiver.  At any time or times on or
before the Closing, at Buyer's election, Buyer may waive any of the foregoing
conditions by written notice to Seller.  Other than Buyer's closing the
transaction contemplated by this Agreement which shall waive all such unfulfilled
conditions, no waiver shall be effective unless made in writing specific as to
the conditions or matters so waived.  No such waiver shall be inferred or
implied by any act or conduct of Buyer or reduce the rights or remedies of
Buyer arising from any breach of any undertaking, agreement, covenant,
warranty, or representation of Seller under this Agreement.






                                                                            

12.


 
























7.8       Termination.  If any of the
foregoing conditions are neither fulfilled, nor waived as provided above,
Buyer, at its election by written notice to Seller, may terminate this
Agreement and be released from all obligations under this Agreement (other than
those described in this Section 7.8 and Sections 5.3, 5.5, 15.2(b)
and 15.10 hereof).  In the event of such termination by Buyer, the
Deposit and all interest accrued thereon shall be returned immediately to
Buyer, all documents deposited in Escrow by Buyer or Seller shall be returned
to the depositing party, the costs of the Title Company and Escrow Holder shall
be borne equally by Buyer and Seller, and, except as otherwise set forth in
this Article VII, each party hereto shall bear its own costs incurred
herewith.




ARTICLE VIII


SELLER'S CONDITIONS PRECEDENT TO CLOSING


Seller's obligation to sell the Property shall be
conditioned upon the fulfillment of each of the following conditions precedent:




8.1       Compliance By Buyer.  Buyer shall
have complied with each and every covenant, undertaking and agreement to be
kept or performed by Buyer as provided in this Agreement; and each
representation and warranty made in this Agreement by Buyer shall remain true
and accurate in all material respects both at the time made and on the Closing
Date.




            8.2       Closing
of Business Purchase Transaction.  The Business Purchase Transaction shall
have been completed and closed.


8.3       Termination.  If the foregoing
conditions are not fulfilled, then Seller shall have the option to terminate
this Agreement by delivering to Buyer and Escrow Holder written notice of such
termination; provided, however, that Seller may not terminate
this Agreement under this Section 8.3 unless Buyer fails to cause any
non-fulfilled condition(s) to be satisfied within three (3) days after written
notice thereof from Seller.  If the failure, if any, of the condition set forth
in Section 8.1 is the result of a breach by Buyer of its obligations
hereunder, then if Seller elects to terminate this Agreement because of such
breach, Escrow Holder, upon written instruction Seller (with concurrent copy
thereof to Buyer), shall pay to Seller the Deposit.  Thereafter, this Agreement
shall be null and void and of no further force or effect and, except as
provided in this Section 8.3 and Sections 5.3, 5.5, 15.2(b) and 15.10
hereof, neither party shall have any further rights or obligations hereunder,
other than those rights and obligations that, by their terms survive the
termination of this Agreement.  In the event of such termination by Seller, all
documents deposited in Escrow by Buyer or Seller shall be returned to the
depositing party, the costs of the Title Company and Escrow Holder shall be
borne equally by Buyer and Seller and each party hereto shall bear its own
costs incurred herewith.




ARTICLE IX


ESCROW AND CLOSING




9.1       Deposit With Escrow Holder and Escrow
Instructions.  Escrow herein (the "Escrow") shall be
established with Escrow Holder, at the address listed in Article II(o) above. 
Upon execution of this Agreement, the parties shall deposit an executed copy of
this Agreement with Escrow Holder.  This Agreement shall serve as the
instructions to Escrow Holder to consummate the purchase and sale contemplated
hereby. 






13.


 
























9.2       Closing.  The Closing shall occur on
the same day as the "closing" occurs for the Business Purchase
Transaction (the "Business Purchase Closing Date"); provided,
however, that if any of Buyer's conditions precedent to Closing set forth in Article
 VII has neither been satisfied nor waived by Buyer by the Business
Purchase Closing Date, then the Property shall be leased to Buyer for a period
of no more than ninety (90) days at a rental rate of Ten Thousand and
No/100ths Dollars ($10,000.00) per month (triple net) with such other terms
and conditions as are usual and customary and as shall be negotiated between
the parties in good faith; and provided, further, that if at the end of such
ninety (90) day period the parties are still unable to consummate the Closing,
then the Property shall be leased to Buyer for a period not to exceed an
additional one hundred eighty (180) days at a rental rate of Twenty Thousand
and No/100ths Dollars ($20,000.00)  per month (triple net) with such other
terms and conditions as are usual and customary and as shall be negotiated
between the parties in good faith.  Upon the expiration of such one hundred
eighty (180) day term, (i) if the parties are unable to consummate the Closing,
then either party may proceed to terminate this Agreement as provided in Section
7.8 or 8.3, as applicable, and (ii) any holdover by Buyer with the
written consent of Seller shall be on a month to month tenancy basis unless
otherwise agreed in writing between the parties; and any holdover without the
written consent of Seller shall establish a tenancy at sufferance with
Borrower.




9.3       Deliveries By Seller.  At least one
(1) business day prior to the Closing Date, Seller shall deliver or cause to be
delivered to Escrow Holder the following:




(a)        the Deed, duly executed and acknowledged by
Seller and in recordable form;




(b)        Seller's Non-Foreign Affidavit, in the form
of Exhibit E attached hereto, duly executed and acknowledged by
Seller; and




(c)        any other cash, documents, or instruments
called for hereunder to be paid, executed, or delivered by Seller that have not
previously been delivered by Seller to Escrow Holder; and




(d)        such articles, agreements or certificates
of partnership, resolutions, authorizations, bylaws, certifications or other
corporate, partnership, limited liability company or trust documents or
agreements or other reasonable proof of authority relating to Seller as Buyer
or Escrow Holder shall reasonably require in connection with this transaction.




9.4       Deliveries By Buyer.  At least one
(1) business day prior to the Closing Date, Buyer shall deliver or cause to be
delivered to Escrow Holder the following:




(a)       immediately available funds sufficient to
pay the Balance, Buyer's portion of the closing costs, and any other amounts
payable by Buyer in order to permit Escrow Holder to close the Escrow; and






14.


 
























(b)       any other cash, documents or instruments
called for hereunder to be paid, executed or delivered by Buyer or that are
required for the Closing hereunder that have not been previously delivered by
Buyer to Escrow Holder.




9.5       Additional Deliveries By Buyer and
Seller.  At least one (1) business day prior to the Closing Date, Seller
also shall deliver or cause to be delivered to Escrow Holder, and Buyer also
shall deliver or cause to be delivered to Escrow Holder, the following
documents:




(a)              
two (2) originals of the Bill of
Sale, duly executed and acknowledged by Seller and Buyer;




(b)              
two (2) originals of the Contract
Assignment, duly executed and acknowledged by Seller and Buyer;




(c)               a Declaration of Value to be
completed and executed by Escrow Holder and filed with the office of the County
Recorder of the County of Carson City, Nevada; and 




(d)              
a closing statement prepared by
Escrow Holder and approved by Buyer and approved by Seller.




9.6       Other Instruments.  Seller and Buyer
each shall deposit any other documents or instruments that may be reasonably
required by the other party and/or Escrow Holder, or that are otherwise
required to close the Escrow and consummate the purchase and sale of the
Property in accordance with the terms hereof.




9.7       Prorations and
Apportionments.


(a)       All expenses of the Property shall be
prorated and apportioned as of 12:01 a.m., Pacific time, on the Closing Date
(the "Prorations").  Taxes shall be prorated as of the Closing
Date, based on a 365-day year.  Seller shall be charged and credited for such
Prorations up to the Closing Date and Buyer shall be charged and credited (or,
at Seller's option, paid by check for unused security or other deposits) for
all of the same on and after the Closing Date.  Prior to the Closing, Buyer and
Seller shall review and approve the Prorations.  If the actual amounts to be
prorated are not then known, or if any additional expenses are incurred after
the date the Prorations are made, the Prorations shall be made on the basis of
the best evidence then available.  When actual figures are later received, a
cash settlement will be made between Seller and Buyer.  All utility bills shall
be prorated when the last bill incurred by Seller is received.    




(b)       The provisions of this Section shall
survive the Closing.






                                                                            

15.


 
























9.8       Costs and Expenses.  Seller shall
pay for the CLTA standard coverage portion of the premium for the Owner's Title
Policy in the amount of the Purchase Price.  Seller shall also pay all
recording charges for the Deed, and the cost, if any, to record any corrective
instruments. If Buyer elects that the Owner's policy be an ALTA Policy, then
Buyer shall pay the incremental cost of the extended coverage portion of the
Owner's Policy. If Buyer elects to obtain endorsements for the Owner's Title
Policy, in addition to those necessary to cure title objections as provided for
in Section 6.2, Buyer shall pay all the premiums for such additional
endorsements.  Costs and charges of the Escrow and real property transfer tax
shall be borne equally by Seller and Buyer.  All other taxes, costs, and
charges for the sale of the Property shall be paid by Seller and/or Buyer, as
the case may be, in accordance with the usual customs and practices in the City
of Carson City, County of Carson City, State of Nevada.




9.9       Insurance; Utilities.  Buyer
acknowledges that Seller will cause its policies of casualty and liability
insurance to be terminated with respect to the Property as of the Closing
Date.  Buyer shall be responsible for obtaining its own insurance as of  the
Closing Date and thereafter.  Any deposits for utilities made by Seller shall
be refunded to Seller and Buyer shall arrange for any required replacements
therefor and Buyer shall be responsible for obtaining its own utilities as of
the Closing Date and thereafter.




9.10    Close of Escrow.  Provided that (i)
Escrow Holder has received the documents and funds described in Sections
9.3, 9.4, and 9.5 hereof; (ii) Escrow Holder has not received prior
written notice from either party to the effect that an agreement of either
party made hereunder has not been performed or to the effect that any condition
set forth herein has not been satisfied or waived; (iii) Buyer has not elected
to terminate its rights and obligations hereunder pursuant to Article VII or XIII; and (iv) the Title Company has issued or is unconditionally prepared and
committed to issue the Owner's Title Policy to Buyer, Escrow Holder is
authorized and instructed on the Closing Date to: 




(a)        cause the Deed to be recorded in the
Official Records of the County of Carson City, State of Nevada;




(b)       deliver the cash portion of the Purchase
Price to Seller, less Seller's share of closing costs and Prorations (except to
the extend paid to Buyer by check in accordance with Section 9.7
hereof), in the manner specified by Seller in separate instructions to Escrow
Holder;




(c)        deliver to Buyer an original of each of
the Bill of Sale and the Contract Assignment, and one (1) as-recorded conformed
copy of the Deed; and deliver to Seller an original of each of the Bill and
Sale and the Contract Assignment, and one (1) as-recorded conformed copy of the
Deed; and




(d)        deliver Seller's Non-Foreign Affidavit to
Buyer.






                                                                            

16.


 
























9.11    Notification; Closing Statements.  If
Escrow Holder cannot comply with the instructions herein (or as may be provided
later), Escrow Holder is not authorized to cause the recording of any of the
Documents.  If Escrow Holder is unable to cause the recording, Escrow Holder
shall notify the parties without delay.  Immediately after the Closing, Escrow
Holder shall deliver to Buyer and Seller, respectively, at their addresses
listed in Section 15.1 hereof, a true, correct and complete copy of the
Seller's and Buyer's Closing Statements, in forms customarily prepared by
Escrow Holder, as well as all other instruments and documents to be delivered
to Buyer and Seller.




9.12    Default and Remedies.




(a)       If prior to or at Closing, Seller shall
have failed to perform in any material respects any of the covenants and/or
agreements contained herein which are to be performed by Seller, or if any
warranty or representation made by Seller herein is not true and correct in all
material respects, Buyer may, after providing Seller with written notice
thereof and the same remaining uncured for at least five (5) days thereafter,
seek either specific performance of this Agreement or, may bring suit for
damages against Seller but not both.  Any such suit for specific performance or
damages must be filed within the earlier of (i) ninety (90) days from and after
the date Buyer has actual knowledge of any material misrepresentation or
failure of warranty and (ii) one (1) year following Seller's breach or shall be
deemed waived for all purposes.  Any breach or default by Seller after Closing
shall be subject to the same notice and cure provisions.




(b)       If prior to or at Closing, Buyer shall have
failed to perform in any material respect any of the covenants and/or
agreements contained herein which are to be performed by Buyer or if any
warranty or representation made by Buyer herein is not true and correct in all
material respects, then Seller shall be entitled, after providing Buyer with
written notice thereof and the same remaining uncured for at least five (5)
days thereafter, to exercise the remedies set forth in Section 4.5,
which shall be Seller's sole and exclusive remedies in such event.




ARTICLE X


REPRESENTATIONS, WARRANTIES AND COVENANTS




10.1    Buyer's Representations and Warranties. 
Buyer represents and warrants to Seller as follows:




(a)       Buyer is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Colorado,
with full right, power, and authority to take title to the Property, and to
enter into and otherwise perform and comply with the terms of this Agreement;




(b)       This Agreement and all documents executed
by Buyer that are to be delivered to Seller at the Closing are, or at the time
of Closing will be, duly authorized, executed and delivered by Buyer;




(c)       This Agreement and all documents executed
by Buyer that are to be delivered to Seller at the Closing are, or at the
Closing will be, legal, valid and binding obligations of Buyer, and do not, and
at the time of Closing will not, violate any provisions of any agreement or
judicial order to which Buyer is a party or to which Buyer is subject; and






                                                                            

17.


 
























(d)       Buyer shall hold as confidential all
information concerning Seller or the transaction contemplated hereby disclosed
to Buyer in connection with said transaction; and Buyer shall not, prior to
Closing, release any such information to third parties without Seller's prior
written consent, except pursuant to a court order requiring such release or as
otherwise may be required by law.






10.2    Seller's Representations and Warranties.  Seller
represents and warrants to Buyer as follows:




(a)              
Seller is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of Nevada, with full right, power, and authority to convey to Buyer all of
Seller's right, title and interest in and to the Property, and to enter into
and otherwise perform and comply with the terms of this Agreement;




(b)              
This Agreement and all documents
executed by Seller that are to be delivered to Buyer at the Closing are, or at
the time of Closing will be, duly authorized, executed and delivered by Seller;
and 




(c)              
This Agreement and all documents
executed by Seller that are to be delivered to Buyer at Closing are, or at the
time of Closing will be, legal, valid and binding obligations of Seller, and do
not, and at the time of Closing will not, violate any provisions of any
agreement or judicial order to which Seller is a party or to which Seller or
the Property is subject.




(d)              
To the best of Seller's
knowledge, Seller has good and marketable title to the Property and at Closing
such title shall be subject only to the Permitted Exceptions.  




(e)                To the best of Seller's
knowledge, other than the Property, there are no items, tangible or intangible,
real or personal, owned by the Seller or any affiliate of Seller as of now or
at any time heretofore and used in conjunction with the Property or any portion
thereof.




(f)                
To the best of Seller's
knowledge, all of the Property, and the existing uses of the Property, are in
compliance with all applicable laws, ordinances, rules, regulations, and
requirements of all governmental authorities having jurisdiction thereof,
including, without limitation thereto, those pertaining to zoning, land use,
subdivision, building, safety, fire and health.




(g)                To the best of Seller's
knowledge, there is no action, suit, proceeding or investigation pending, nor
to Seller's knowledge threatened, before any agency, court, or other
governmental authority which relates to the Seller or the ownership,
maintenance, or operation of the Property.




(h)                 There is no condemnation or
eminent domain proceeding affecting the Property or any portion thereof
currently pending nor, to Seller's knowledge, is any such proceeding
threatened.




                                                                            

18.


 


























(i)                
Seller has received no notice of
any default or breach by the Seller under any covenants, conditions,
restrictions, rights-of-way, or easements which may effect the Seller in
respect to the Property or may effect the Property or any portion thereof, and
no such default or breach now exists.  




(j)                 To the best of Seller's
knowledge, except as disclosed in the PTR, no special or general assessments
have been levied, or to Seller's knowledge are any such assessments threatened
against all or any part of the Property.




(k)                To the best of Seller's
knowledge, there has been no default or any claim of default, and no event has
occurred which with notice or lapse of time or both would constitute a default,
under any Lease, and to Seller's knowledge no Tenant has asserted or has any
defense, set off, or claim with regard to his tenancy pursuant to the lease,
any law or otherwise.




(l)                 To the best of Seller's
knowledge, all utilities required by law or by the normal use and operation of
the Property are and at the time of Closing will be installed to the property
lines of the Real Property, are and at the time of Closing will be connected
and operating pursuant to valid permits, and are and at the time of Closing
will be adequate to service the Property and to permit full compliance with all
requirements of law and normal usage of the Property by Seller and its
licensees and invitees.  All public utilities required for the operation of the
Property either enter the Property through adjoining public streets, or if they
pass through adjoining private land do so in accordance with valid public
easements or private easements which will inure to the benefit of Buyer at
Closing and thereafter.




(m)               To the best of Seller's
knowledge, the heating, ventilation, air conditioning, mechanical, electrical
and other systems and equipment forming a part of or used in connection with
the Property are operative and in good working condition and in compliance with
all applicable laws, ordinances, regulations and requirements.




(n)                Seller is not a foreign person as
defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended.




(o)                To the best of Seller's
knowledge, no asbestos, PCBs or urea formaldehyde were used in the construction
of the improvements on the Property.




(p)                To the best of Seller's knowledge,
the Property complies with all applicable requirements of the Equal Opportunity
for Individuals Act (ADA), 42 U.S.C. 12101 and the regulations promulgated and
set forth at 28 CFR 36.401 et seq.




(q)                To the best of Seller's
knowledge, mechanical and structural plans and specifications, soils reports,
certificates of occupancy, if delivered by Seller to Buyer, are and at the time
of Closing will be in full force and effect and all such documents relating to
or affecting the Property have been, made available to or delivered to Buyer
pursuant to this Agreement.




                                                                            

19.


 


























(r)                
To the best of Seller's
knowledge, the copies of the Contracts and all Information previously delivered
to Buyer are true and correct copies of all such Contracts and Information and
are in full force and effect.  There are no unpaid amounts due and owing by
Seller under any such Contract, except for amounts for which Buyer is to
receive full credit through proration at Closing.  There are no other service
or maintenance contracts relating to the Property.




(s)                 Seller is not party to, or
otherwise bound by, any collective bargaining agreement or multi-employer
pension fund covering employees who service the Property.




(t)                
To the best of Seller's
knowledge, Seller has obtained all licenses, permits, approvals, easements and
rights of way required from all governmental authorities having jurisdiction
over the Property or from private parties for the normal use and operation of
the Property and to ensure free and unimpeded vehicular and pedestrian ingress
to and egress from the Property as required to permit the normal intended usage
of the Property by the tenants thereof, their invitees and customers.  Seller
has materially complied with all such licenses and permits and has not received
any notice that any such licenses or permits will not be renewed upon
expiration, or of any material conditions which will be imposed in order to
receive any such renewal.




(u)                 Seller knows of no facts nor has
Seller failed to disclose to Buyer any fact which would prevent Buyer from using
and operating the Property after Closing in the manner in which the Property
has been used and operated prior to the date hereof.




(v)               
Seller shall hold as confidential
all information concerning Buyer or the transaction contemplated hereby
disclosed to Seller in connection with said transaction; and Seller shall not,
prior to Closing, release any such information to third parties without Buyer's
prior written consent, except pursuant to a court order requiring such release
or as otherwise may be required by law.


(w)             
 OFAC.  Neither Seller nor any of its Affiliates is (i) a
Prohibited Person (defined below) and (ii) is in full compliance with all
applicable orders, rules, regulations and recommendations of The Office of
Foreign Assets Control ("OFAC") of the U.S. Department of the
Treasury.  The term "Prohibited Person" shall mean any person
or entity:


(i)                
listed in the Annex to, or
otherwise subject to the provisions of the Executive Order No. 13224 on
Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism (the "Executive Order");


(ii)               
that is owned or controlled by,
or acting for or on behalf of, any person or entity that is listed in the Annex
to or is otherwise subject to the provisions of the Executive Order;




                                                                            

20.


 
























(iii)               with whom Buyer is prohibited
from dealing or otherwise engaging in any transaction by any terrorism or money
laundering law, including the Executive Order;


(iv)               who commits, threatens or
conspires to commit or supports "terrorism" as defined in the
Executive Order;


(v)               
that is named as a "specially
designated national and blocked person" on the most current list
published by the U.S. Treasury Department Office of Foreign Assets Control at
its official website, www.ustreas.gov/offices/enforcement/ofac or at any
replacement website or other replacement official publication of such list; or 


(vi)               who is an Affiliate of a person
or entity listed above.


(vii)              The term "Affiliate"
as used in this clause (l) shall mean, as to any person or entity, any other
person or entity that, directly or indirectly is in control of, controlled by,
or is under common control with such person or entity or is a director or
officer of such person or entity or of an Affiliate of such person or entity. 
As used herein, the term "control" means the possession, directly of
indirectly, of the power to direct or cause the direction of management,
policies or activities of a person or entity, whether through ownership of
voting securities, by contract or otherwise.




No
examination or investigation of the Property by or on behalf of the Buyer prior
to the Closing shall in any way modify, affect, or diminish Seller's obligation
under the representations, warranties, covenants, and agreements contained in
this Agreement, provided that Buyer has notified Seller before Closing of any
information that Buyer has acquired that indicates or discloses that a
representation, warranty, covenant or agreement contained in this Agreement is
not true and correct.




10.3    Continuation and Survival of
Representations and Warranties.  All representations and warranties by the
respective parties contained in this Article X  are intended to and
shall remain true and correct as of the time of the Closing, shall be deemed to
be material, and shall survive the execution and delivery of this Agreement,
the delivery of the Deed and transfer of title to the Property for a period of
one (1) year following the Closing Date. 




ARTICLE XI


POSSESSION




Possession of the Property shall be delivered to
Buyer immediately following the Closing.  






                                                                            

21.


 
























ARTICLE XII


OPERATION OF THE PROPERTY




During the Escrow Period, Seller: (i) shall manage,
maintain, operate, and service the Property consistent with Seller's presently
existing standards, maintaining present services; (ii) shall keep the Property
and every portion thereof in reasonably good working order and repair; (iii)
shall maintain a sufficient inventory of supplies, materials, equipment and
other personal property for the proper management, maintenance, operation and
servicing of the Property; and (iv) shall not, except with Buyer's prior
written consent (which consent shall not be unreasonably withheld or delayed by
Buyer), approve, consent to, or otherwise permit any material change in the
operations of the Property during the Escrow Period, including, without
limitation:




(a)       any material alterations to the
Improvements except as may be necessary in order to perform ordinary, scheduled
maintenance;




(b)       cancellation of or material reduction in
the amount or scope of coverage under any insurance currently maintained with
respect to the Property;




(c)       cancellation or surrender of any existing
Permit; and




(d)       any other material variation from Seller's
ordinary course of business in connection with the Property.




ARTICLE XIII


LOSS BY FIRE OR OTHER CASUALTY; CONDEMNATION


            13.1    Damage or Destruction.


 


                        (a)       Before the Closing, risk of loss with
regard to the Properties shall be borne by Seller.  If, before the Closing, the
Improvements or the Personal Property are destroyed or materially damaged,
Buyer's rights and obligations with respect to the Properties shall be as
follows:




                                    (i)         if
the destruction or damage is an insured loss which involves a cost to repair
and restore the Properties to its condition existing prior to such loss or
damage equal to or less than $50,000.00 (the "Loss Threshold"),
Buyer shall be obligated to proceed to close the transaction (subject to
satisfaction of the other provisions hereof) and, if, but only if, Escrow
actually closes, Buyer shall receive a credit against the Purchase Price equal
to the lesser of (A) the cost to repair the damage or destruction and (B) the
amount of the deductible under Seller's casualty insurance policy (provided,
that Seller shall assign to Buyer all proceeds payable therefor under Seller's
casualty insurance policy); or






                                                                            

22.


 
























                                    (ii)        if
the destruction or damage is an insured loss which involves a cost to repair
and restore the Properties to its condition existing prior to such loss or damage
which is greater than the Loss Threshold, Buyer shall have the option (which
must be exercised by Buyer within fifteen (15) calendar days after Buyer's
receipt of written notice from Seller advising of such destruction or damage
and the fact that the cost to repair such damage or destruction is greater than
the Loss Threshold), to terminate this Agreement or to proceed with the Closing
and, if Buyer elects to proceed with Closing, Buyer shall receive a credit
against the Purchase Price equal to the lesser of (A) the cost to repair the
damage or destruction and (B) the amount of the deductible under Seller's
casualty insurance policy (provided, that Seller shall assign to Buyer all
proceeds payable therefor under Seller's casualty insurance policy).




                        (b)       If
Buyer and Seller cannot agree as to the cost of repair, then the same shall be
determined a licensed and bonded neutral General Contractor (who has had no
personal or business relationship with either Seller or Buyer), with at least
five (5) years of full time experience in the construction and/or
reconstruction of properties similar to the Real Properties,  appointed by two
(2) other licensed and bonded General Contractor nominated one (1) each by
Seller and Buyer.  The expense of the neutral General Contractor shall be borne
equally by Buyer and Seller.




                        (c)       If
Buyer is obligated or elects to proceed to close the transaction under either
subsection (a)(i) or (a)(ii) above, all casualty insurance proceeds from
Seller's casualty insurance policy shall be assigned by Seller to Buyer at the
Closing and forwarded to Buyer immediately upon receipt thereof by Seller.




                        (d)       If
Buyer elects to terminate this Agreement under subsection (a)(ii) above, this
Agreement shall become null and void and of no further force or effect as to
all unperformed rights and obligations of the parties and, except as provided
in Sections 5.3, 5.5, 15.2(b) and 15.10 hereof, neither Buyer nor
Seller shall have any further rights, duties, liabilities or obligations to the
other by reason thereof, other than those rights and obligations that, by their
terms, survive termination of this Agreement.  In the event of such
termination, Escrow Holder is hereby instructed to return to Buyer the Deposit
and to return any other documents or things to the party which deposited the
same; and in such event  the costs of the Title Company and Escrow Holder shall
be borne equally by Buyer and Seller.  Also, each party shall bear its own
costs incurred hereunder.




            13.2    Condemnation.

                        (a)       If, before the Closing, all of the
Properties shall be taken by condemnation or eminent domain, or by a sale in
lieu thereof (all such takings being collectively referred to as "Condemnation")
this Agreement shall become null and void and of no further force or effect as
to all unperformed rights and obligations of the parties and, except as
provided in Sections 5.3, 5.5, 15.2(b) and 15.10 hereof, neither
Buyer nor Seller shall have any further rights, duties, liabilities or
obligations to the other by reason hereof, other than those rights and
obligations that, by their terms, survive the termination of this Agreement. 
In the event of such termination, Escrow Holder is hereby instructed to return
to Buyer the Deposit and all interest accrued thereon, and to return any other
documents or things to the party which deposited the same; and in such event 
the costs of the Title Company and Escrow Holder shall be borne equally by
Buyer and Seller.  Also, each party shall bear its own costs incurred
hereunder.




23.


 
























                        (b)       If,
before the Closing, (i) less than all of the Properties shall be taken by
Condemnation, (ii) there is any Condemnation of land lying in the bed of any
street, road, highway or avenue, open or proposed, in front of or adjoining all
or any part of the Land, or (iii) there is any change of grade of such street,
road, highway or avenue, provided such Condemnation or change of grade results
in a diminution in value of the Properties of more than the Loss Threshold,
then Buyer, at Buyer's option, may terminate this Agreement.  If Buyer elects
to terminate this Agreement under this subsection (b), this Agreement shall
become null and void and of no further force or effect and, except as provided
in Sections 5.3, 5.5, 15.2(b) and 15.10 hereof, neither Buyer nor
Seller shall have any further rights, duties, liabilities or obligations to the
other by reason hereof, other than those rights and obligations that, by their
terms, survive the termination of this Agreement.  In the event of such
termination, Escrow Holder is hereby instructed to return to Buyer the Deposit,
and to return any other documents or things to the party which deposited the
same; and in such event  the costs of the Title Company and Escrow Holder shall
be borne equally by Buyer and Seller.  Also, each party shall bear its own
costs incurred hereunder. 




                        (c)        If
Buyer and Seller cannot agree as to the diminution in value, then such
diminution in value shall be determined by subtracting from the Purchase Price
the fair market value of the Properties after the Condemnation or change of
grade, as determined by neutral M.A.I. appraiser having had no previous
business or personal relationship with Seller or Buyer, appointed by two (2)
other M.A.I. appraisers nominated one (1) each by Seller and Buyer.  The expense
of the appraiser shall be borne equally by Buyer and Seller.




                        (d)       If 
this Agreement is not terminated in accordance with the foregoing, or if such
Condemnation or change of grade  results in a diminution in value equal to or
less than the Loss Threshold, Buyer shall accept title to the Properties
remaining after such Condemnation and/or subject to such change of grade.  In
such event, Buyer shall receive a credit against the cash portion of the
Purchase Price in the amount of the diminution in value.




ARTICLE XIV


ENVIRONMENTAL RESPONSIBILITIES AND LIABILITIES






14.1    Seller represents and warrants to Buyer that
Seller, during any period of time that Seller held title to or otherwise
controlled the Property, has not caused or permitted any Hazardous Material to
be brought upon, kept, or used in or about the Property by Seller, or to
Seller's knowledge,  any of its agents, employees, contractors or invitees,
except for Hazardous Materials which are necessary or convenient to the
operation of the businesses currently operated on the Property and which at all
times have been used, kept and stored in a manner that complies with all laws
regulating any such Hazardous Material so brought upon or used or kept in or
about the Property.  Seller shall indemnify, protect, defend and hold Buyer,
and its assigns and transferees, and each of their respective representatives,
employees, trustees, officers, directors and agents (collectively, the "Indemnified
Parties") harmless from any and all claims, judgments, damages,
penalties, fines, costs, expenses, liabilities or losses (including, without
limitation, sums paid in settlement of claims, attorneys' fees, consultant fees
and expert fees) which Buyer or any other Indemnified Party may incur or suffer
as a result of the inaccuracy of the foregoing representation and warranty. 
The foregoing obligation of Seller to indemnify, protect, defend and hold Buyer
and the other Indemnified Parties harmless includes, without limitation, costs
incurred in connection with any investigation of site conditions or any
cleanup, remedial, removal, restoration or other response work required by any
federal, state, or local governmental agency or political subdivision because
of Hazardous Material present as a result of any action or inaction on the part
of Seller, its agents, employees, contractors, invitees or tenants in any
improvements on the Property or the soil or ground water on, under or adjacent
to the Property.

24.


 
























 




14.2    The provisions of this Article XIV
shall survive the Closing for a period of one (1) year.




ARTICLE XV


MISCELLANEOUS




15.1    Notices.  Any communication, notice or
demand of any kind whatsoever that either party may be required or may desire
to give to or serve upon the other shall be in writing, addressed to the parties
at the addresses set forth below, and delivered by personal service, by Federal
Express or other reputable overnight delivery service, or by facsimile
transmission:






If to Seller:                    M. D.
Glover, Inc.

                                                            5 University Circle

                                                            Rancho Mirage, California  92270

 




Attention:        Malcolm Glover




Telephone No.:         (760) 341-1404

                                                            Facsimile No.:           (760) 341-1404








                                                                            

 

25.


 
























With a copy to:            Robison, Belaustegui, Sharp & Low

                                                           71 Washington Street

                                                           Reno, Nevada  89503

                                   Attention:        F. DeArmond Sharp,
Esq.

                                   Telephone No.:          (775) 329-3151

                                                           Facsimile No.:           (775) 329-7941






If to Buyer:                  Pro-Dex,
Inc.

                                                           151 East Columbine Avenue

                                                           Santa Ana, California  92707




Attention:        Patrick Johnson

                                                            Telephone No.:          (714) 241-4411


Facsimile No.:           (714) 433-7200






With a copy to:             Jones Vargas

                                                            100 West Liberty Street, 12th Floor

                                                            Reno, Nevada   89501




Attention:        Dave Davis, Esq.




Telephone No.:         (775) 786-5000

                                                            Facsimile No.:           (775) 786-1177




Any such notice shall be deemed delivered as follows:
(a) if personally delivered, the date of delivery to the address of the person
to receive such notice; (b) if sent by Federal Express or other reputable
overnight courier service, the date of delivery to the address of the person to
receive such notice; or (c) if sent by facsimile transmission, on the Business
Day transmitted to the person to receive such notice if sent by 5:00 p.m.,
Pacific time, on such Business Day, and the next Business Day if sent after
5:00 p.m., Pacific time, or on a day other than a Business Day.  Any notice
sent by facsimile transmission must be confirmed by sending by Federal Express
or other reputable overnight delivery service a copy of the notice sent by
facsimile transmission.  Any party may change its address for notice by written
notice given to the other at least five (5) calendar days before the effective
date of such change in the manner provided in this Section 15.1.




15.2    Brokers and Finders.


(a)       Buyer and Seller each represents to the
other that it has not dealt with any broker or agent in connection with the
proposed purchase and sale of the Property.






                                                                            

26.


 
























(b)       In the event of a claim for broker's fees,
finder's fees, commissions or other similar compensation in connection
herewith: (i) Buyer, if such claim is based upon any agreement alleged to have
been made by Buyer, shall indemnify, defend (using counsel reasonably
satisfactory to Seller) and hold Seller harmless from and against any and all
damages, liabilities, costs, expenses and losses (including, without
limitation, attorneys' fees and costs) that Seller sustains or incurs by reason
of such claim; and (ii) Seller, if such claim is based upon any agreement
alleged to have been made by Seller, shall indemnify, defend (using counsel
reasonably satisfactory to Buyer) and hold Buyer harmless from and against any
and all damages, liabilities, costs, expenses and losses (including, without
limitation, attorneys' fees and costs) that Buyer sustains or incurs by reason
of such claim.  The provisions of this subsection shall survive the termination
of this Agreement or the Closing.




15.3    Successors and Assigns.  Seller may
assign its rights and obligations hereunder.  Buyer's interest under this
Agreement may be assigned to an affiliate of Buyer provided Buyer guarantees in
writing to Seller the full performance by such affiliate of Buyer's obligations
hereunder.  All other assignments of Buyer's interest shall be subject to the
prior written consent of Seller, which consent shall not be withheld
unreasonably.  This Agreement shall be binding upon, and inure to the benefit
of, the parties hereto and their respective heirs, administrators and permitted
successors and assigns.




15.4    Amendments.  This Agreement may be
amended or modified only by a written instrument executed by both parties.




15.5    Interpretation.  Words used in the
singular shall include the plural, and vice-versa, and any gender shall be
deemed to include the other.  The captions and headings of the Articles and
Sections of this Agreement are for convenience of reference only, and shall not
be deemed to define or limit the provisions hereof.  Further, each party hereby
acknowledges that such party and its counsel, after negotiation and
consultation, have reviewed and revised this Agreement.  As such, the terms of
this Agreement shall be fairly construed and the usual rule of construction, to
the effect that any ambiguities herein should be resolved against the drafting
party, shall not be employed in the interpretation of this Agreement or any
amendments, modifications or exhibits hereto or thereto.




15.6    Governing Law.  This Agreement shall
be governed by and construed in accordance with the laws of the State of Nevada.




15.7    Merger of Prior Agreements.  This
Agreement constitutes the entire understanding of the parties with respect to
the subject matter hereof and supersedes all prior and contemporaneous oral or
written representations, warranties, statements, documents, understandings and
agreements with respect thereto.






                                                                            

27.


 
























15.8    Attorneys' Fees and Costs.  If either
Buyer or Seller brings any suit or other proceeding with respect to the subject
mater or the enforcement of this Agreement, the prevailing party (as determined
by the court, agency or other authority before which such suit or proceeding is
commenced), in addition to such other relief as may be awarded, shall be
entitled to recover reasonable attorneys' fees, expenses and costs of
investigation actually incurred.  The foregoing includes, without limitation,
attorneys' fees, expenses and costs of investigation incurred in appellate
proceedings, costs incurred in establishing the right to indemnification, or in
any action or participation in, or in connection with, any case or proceeding
under Chapter 7, 11 or 13 of the Bankruptcy Code, 11 United States Code Section
101 et seq., or any successor statutes.




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




15.10  Confidentiality.  Buyer and Seller
agree that, to the extent reasonably practical, they shall keep the contents of
this Agreement and the contents of any environmental report prepared by or for
Buyer in connection with this Agreement confidential and that no publicity or
press release to the general public or otherwise with respect to this
transaction shall be made by either party without the prior written consent of
the other party (which consent may be given or denied in the other party's sole
and absolute discretion), except that Buyer is hereby authorized to prepare and
issue a press release to the general public announcing its purchase of the
Property at the Closing.   Otherwise, the confidentiality provisions of this Section
15.10 shall survive the Closing.




15.11  No Waiver.  No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver.  No waiver shall be binding unless executed in writing by
the party make the waiver.




15.12  Further Acts.  Each party, at the
request of the other, shall execute, acknowledge (if appropriate) and deliver
whatever additional documents, and do such other additional acts, as may be
reasonably required in order to accomplish the intent and purposes of this
Agreement.




15.13   Exhibits.  Exhibits A through E,
inclusive, are attached hereto and incorporated herein by reference.




15.14  Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall be deemed to
constitute an original, but all of which, when taken together, shall constitute
one and the same instrument, with the same effect as if all of the parties to
this Agreement had executed the same counterpart.  Any signature page of any
counterpart of this Agreement may be detached and reattached to any other
counterpart of this Agreement.




15.15  No Intent To Benefit Third Parties. 
Seller and Buyer do not intend by any provision of this Agreement to confer any
right, remedy or benefit upon any third party, and no third party shall be
entitled to enforce, or otherwise shall acquire any right, remedy or benefit by
reason of, any provision of this Agreement.




15.16  Performance Due On Day Other Than Business
Day.  If the time period for the performance of any act called for under
this Agreement expires on a Saturday, Sunday or Holiday, the act in question
may be performed on the next succeeding Business Day.




                                                                            

28.


 


























15.17  Joint and Several Obligations.  If
Buyer or Seller is comprised of more than one person or entity, then all
persons or entities that comprise Buyer and Seller, as applicable, shall be
jointly and severally liable for all the covenants, agreements, and obligations
of Buyer or Seller, as the case may be, contained in this Agreement.




15.18  1031 Exchange.  Seller and/or Buyer may
desire to effect a tax-deferred like kind exchange with respect to its sale or
purchase, respectively, of the Property (in either case "Exchange")
pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the
"Code").  If either party elects to effect an Exchange (the "Exchangor"),
then, subject to the terms and provisions of this Section, the other party (the
"Non-Exchangor") shall reasonably cooperate with the Exchangor
in effecting the Exchange; provided, however, in no event shall the
Non-Exchangor be required to incur any additional delays, expenses or risk of
ownership, title or conveyance in connection with such cooperation.  The
Exchange will be structured by the Exchangor at its sole cost and expense such
that the Non-Exchangor will have no obligation to acquire or enter into the
chain of title to any property other than the Property.  The Non-Exchangor's
sole obligation in connection with the Exchange shall be to review and execute
certain documentation reasonably acceptable to the Non-Exchangor necessary to
effectuate the Exchange in accordance with the foregoing and the applicable
rules governing such exchanges.  The Non-Exchangor shall not by this Agreement
or acquiescence to the Exchange have its rights under this Agreement modified
or diminished in any manner or be responsible for compliance with or be deemed
to have warranted to the Exchangor that the exchange in fact complies with
Section 1031 of the Code.  The Non-Exchangor hall have the right to review and
approve any documents to be executed by the Non-Exchangor in connection with
the Exchange, provided that the Non-Exchangor shall have no obligation to
execute any documents or to undertake any action by which the Non-Exchangor
would or might incur any liability or obligation not otherwise provided for in
the other provisions of this Agreement.  Neither the conveyance of title to the
Property by the Exchangor's designated intermediary (if applicable) or the
Exchange shall amend or modify the representations, warranties and covenants of
the Exchangor to the Non-Exchangor under this Agreement or the survival thereof
pursuant to this Agreement.  The Deed and all closing documents with respect to
the Property shall run directly between the Non-Exchangor and the Exchangor. 
The Closing shall not be extended as a result of the Exchange.  The Exchangor
shall indemnify and hold the Non-Exchangor harmless from and against any and all
claims, liabilities, losses, damages, costs and expenses (including, without
limitation, reasonable attorneys' fees but excluding costs incurred to review
the exchange documents) arising from the Exchange (other than what would have
been applicable under this Agreement without the Exchange) which
indemnification agreement shall expressly survive the Closing.  The Exchangor
further acknowledges that the Exchange is at the request and initiation of the
Exchangor, and the Non-Exchangor in no manner, expressly or implicitly,
participated in or offered tax advice or planning to or for the benefit of the
Exchangor.  The Exchangor is relying solely upon the advice and counsel of
professionals of the Exchangor's choice in structuring, executing and
consummating the Exchange.






                                                                            

29.


 
























15.19  Survival of Obligations.  In addition
to terms which by their express provision are to survive the Closing, all other
terms and provisions which by their nature are to be performed or be applicable
after the Closing shall survive the Closing.




15.20  As-Is
Purchase.  Upon entering into this Agreement, Buyer represents
and warrants that it has performed or will perform a full range of
investigation and inspection of the Property, and will or has satisfied itself
as to the condition of the Property and its suitability for the development
purposes intended by Buyer.  Buyer acknowledges and agrees that Seller has made
no representations or warranties with respect to the toxic or hazardous
materials or other condition of the Property whatsoever except as expressly set
forth otherwise in Section 10.2 or Article XIV above, and, otherwise,
that Buyer=s purchase of the Property is "As Is" in
its present state and condition, including, without limitation, as to toxic or
hazardous materials, and that any and all improvements and utilities required
within the perimeter of the Property and any and all improvements, utilities,
and utility extensions outside of the perimeter of the Property required to
serve the Property, and all costs and expenses thereof, shall be the sole
responsibility of Buyer.  Except as above provided, in purchasing the Property
Buyer is relying solely upon its own inspection and investigation of the
Property, including, without limitation, as to toxic or hazardous materials
contamination, and not upon any representation, warranty, statement, study,
report, description, guideline, or other information or materials made or
furnished by Seller or any of its officers, employees, agents, brokers,
attorneys, or representatives, whether written or oral, express or implied, of
any nature whatsoever.




IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the dates written below.




"Seller"




M. D. GLOVER, INC.,

a Nevada corporation


 


 


By:      /s/   M. D.
GLOVER                                       


            M. D. GLOVER

Its:      President








                                                                            

 

30.


 
























"Buyer"


 


PRO-DEX, INC.,

a Colorado corporation


 


 


By:      /s/  PATRICK
JOHNSON                             


            PATRICK JOHNSON

Its:      President









ACCEPTANCE OF ESCROW INSTRUCTIONS


The undersigned, as Escrow Holder in
connection with the purchase and sale of the Property, hereby acknowledges the
terms and conditions of the escrow instructions set forth in this Agreement and
agrees to perform its obligations in connection therewith.




"ESCROW HOLDER"








By: ______________________________




Print Name: _______________________




Print Title: ________________________






                                                                            

 

 

31.


 




























EXHIBIT A


LEGAL DESCRIPTION

 

 

 

 


 

 

 

 




























EXHIBIT B


FORM OF DEED




[See Following Pages]

 

 

 

 

 

 


 




























APN:____________________

WHEN
RECORDED, MAIL TO:


















GRANT,
BARGAIN AND SALE DEED




FOR A VALUABLE CONSIDERATION, receipt of which is
hereby acknowledged, _______________________________________________________,
does hereby GRANT, BARGAIN and SELL to _____________________________________,
(whose address is: __________________________________), the real property
situate in the County of Carson City, State of Nevada, described in Exhibit
A attached hereto and incorporated herein by this reference.




TOGETHER with the tenements, hereditaments and
appurtenances, including easements and water rights, if any, thereto belonging
or appertaining, and any reversions, remainders, rents, issues or profits
thereof.




Assessor's Parcel No. ___________________.




DATED: this _____ day of _______________, 2006.




________________________________

                                                                                    ________________________________








By:______________________________




Its:_____________________________
















 

 

1.


 




























STATE
OF NEVADA                       )

                                                          )ss.

COUNTY
OF _____________        )




This instrument was acknowledged before
me on _______________, 2006, by
________________________________, as ____________________________________ of
__________________________________, a ________________________________.








                                                                       


                                                                                    Notary Public

                                                                                    My Commission Expires:                             










 

 

 

 

 

 

 2.


 




























EXHIBIT
C




FORM
OF BILL OF SALE




[See
Following Pages]


 

 

 

 

 

 

 

 




























BILL
OF SALE




For valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,
________________________________________________________ ("Transferor"),
hereby sells, bargains, transfers, assigns, grants, delivers and conveys to
__________________________________________________________ ("Transferee"),
all of the personal property owned by Transferor and located on, or used in
connection with, the real property located in the County of Carson City, State
of Nevada, described in Exhibit A attached hereto and incorporated
herein by this reference, including, without limitation, those items described
on Exhibit B attached hereto and incorporated herein by this reference
(collectively, the "Personal Property").




TO HAVE AND TO HOLD the Personal Property, together
with, all and singular, the rights and appurtenances thereto belonging to
Transferee, its successors and assigns.




Transferor hereby covenants that it will, at any time
and from time to time, following a written request therefor, execute and
deliver to Transferee and its successors and assigns, any additional or
confirmatory instruments and take such further acts as Transferee may
reasonably request to evidence fully the conveyance contained herein.




DATED: this _____ day of _______________, 2006.




_________________________________

_________________________________








By:______________________________




Its:_____________________________




                        "Assignor"




 

 

 

 




























EXHIBIT
D


FORM OF
CONTRACT ASSIGNMENT


[See
Following Pages]

 

 

 

 

 


 




























ASSIGNMENT
 AND ASSUMPTION OF CONTRACTS,

PERMITS
 AND OTHER RIGHTS




THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS, PERMITS AND OTHER RIGHTS (this "Assignment")
is made as of this _____ day of _____________,2006, by
_________________________________________________("Assignor"),
and _______________________________________________________ ("Assignee").




R
E C I T A L S :




A.        Assignor is a party to and presently has
certain rights under those contracts more particularly described in Schedule
1 attached hereto and incorporated herein by this reference
(collectively, the "Agreements"); and




B.        Pursuant that certain Purchase and Sale
Agreement and Escrow Instructions, dated as of ___________, 2006 (the "Agreement"),
by and between Assignor and Assignee, Assignee has agreed to purchase from
Assignor all of Assignor's right, title and interest in and to the real
property located in the County of Carson City, State of Nevada, described in Exhibit
A attached hereto and incorporated herein by this reference (the "Real
Property"), together with all of Assignor's right, title, and interest
in and to the Agreements.




NOW, THEREFORE, in order to carry out the terms of
the Agreement, and in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby
agree as follows:




1.         Assignment.  Assignor hereby
assigns, transfers and conveys to Assignee, subject to the provisions of the
Agreements, all of Assignor's right, title, and interest (if any) in and to the
Agreements, all plans, drawings and specifications for the improvements located
upon the Real Property, and all intangible property used or useful in
connection with the Real Property or the improvements thereon to the extent
assignable by Assignor, including, without limitation, all tradenames,
approvals, variances, entitlements, contract rights, guarantees, licenses,
permits, approvals and warranties.  The Agreements and the other property and
rights assigned in this Section 1 are hereinafter collectively referred
to as the "Contracts".




2.         Assumption.  Assignee hereby
accepts such assignment of the Contracts and, in addition, (i) assumes and
agrees to be bound by all of the terms of the Contracts, and (ii) agrees to keep,
perform, fulfill, and observe all of the terms, covenants, obligations,
agreements and conditions required to be kept, performed, fulfilled, and
observed by Assignor under, or with respect to, the Contracts from and after
the execution and delivery of this Assignment by Assignor and Assignee.






 

 

1


 
























3.         Indemnification of Assignor. 
Assignee hereby agrees to indemnify, defend, and hold Assignor harmless from
and against any and all liability, loss, cost, damage and expense (including,
without limitation, reasonable attorneys' fees and costs) directly or
indirectly arising out of or based upon the failure of Assignee to keep,
perform, fulfill, and observe all of the terms, covenants, obligations,
agreements, and conditions required to be kept, performed, fulfilled, or
observed by Assignor under, or with respect to, the Contracts from and after
the execution and delivery of this Assignment by Assignor and Assignee.




4.         Indemnification of Assignee. 
Assignor hereby agrees to indemnify, defend, and hold Assignee harmless from
and against any and all liability, loss, cost, damage and expense (including,
without limitation, reasonable attorneys' fees and costs) directly or
indirectly arising out of or based upon the failure of Assignor to keep,
perform, fulfill, and observe all of the terms covenants, obligations,
agreements, and conditions required to be kept, performed, fulfilled, or
observed by Assignor under, or with respect to, the Contracts prior to the
execution and delivery of this Assignment by Assignor and Assignee.




5.         Contract Payments.  All amounts
payable by Assignor or to Assignor under or pursuant to the Contracts shall be
prorated as between Assignor and Assignee pursuant to, and in accordance with,
the terms of the Agreement.




6.         Further Assurances.  Assignor
hereby covenants that it will, at any time and from time to time following a
written request therefor, execute and deliver to Assignee and its successors
and assigns, any additional or confirmatory instruments and take such further
acts as Assignee may reasonably request to evidence fully the assignment
contained herein.




7.         Appointment.  Assignor hereby
irrevocably appoints Assignee and its successors and assigns, as the true and
lawful attorney and agent of Assignor, in Assignor's name and stead, to enforce
the provisions of the Contracts.




8.         Counterparts.  This Assignment may
be executed in any number of counterparts, each of which shall be deemed an
original, but all of which when taken together shall constitute one and the
same instrument.




9.         Governing Law.  This Assignment
shall be construed in accordance with and governed by the laws of the State of Nevada.




10.       Binding Effect.  This Assignment
shall inure to the benefit of and shall be binding upon the parties hereto and
their respective successors and assigns.






 

2


 
























11.       Survival of Certain
Provisions.  The provisions of Sections 2, 3, 4, 5, 6 and 7 hereof
shall survive the execution and delivery of this Assignment by Assignor and
Assignee and the assignment of the Contracts pursuant hereto.




_____________________________________

______________________________________






By:____________________________________




Its:___________________________________




"Assignor"






_____________________________________

______________________________________






By:__________________________________




Its:__________________________________






"Assignee"

 

 

 

 






3


 




























EXHIBIT
E        


FORM OF SELLER'S
NON-FOREIGN AFFIDAVIT


[See
Following Pages]


 

 

 

 

 

 

 

 

 




























NON-FOREIGN
AFFIDAVIT




Section 1445 of the Internal Revenue Code of 1986, as
amended (the "IRC"), provides that a transferee of a U.S. real
property interest must withhold tax if the transferor is a foreign person, to
inform the transferee that withholding of tax is not required upon the
disposition of a U.S. real property interest by  __________________________________
__________________________________________________________ ("Transferor"),
the undersigned hereby certifies the following on behalf of Transferor:




1.         Transferor is not a foreign person,
foreign corporation, foreign partnership, foreign trust, or foreign estate (as
those terms are defined in the IRC and the regulations promulgated thereunder);




2.         Transferor's U.S. taxpayer I.D. number is
_________________; and




3.         Transferor's office address is
___________________________________.




Transferor understands that this certification may be
disclosed to the Internal Revenue Service and that any false statement
contained herein could be punished by fine, imprisonment, or both.




Under penalties of perjury, I declare that I have
examined the foregoing certification and, to the best of my knowledge and
belief, it is true, correct, and complete, and I further declare that I have
authority to sign this document on behalf of the Transferor.




"Transferor"




______________________________________

______________________________________








By:____________________________________




Its:___________________________________




 

 

 

1.


 

 
























STATE OF NEVADA           )


)ss.


COUNTY OF__________   )




This instrument was acknowledged before
me on _______________, 2006, by
________________________________, as ____________________________________ of
__________________________________, a _________________________________.








                                                                        


Notary Public


My Commission Expires:                             

 

 

 

 

 

 

 




2.