Exhibit 10.12

SELECT PROPERTIES INC.                                        (C) COPYRIGHT 1999
7522 Grayhawk Lane NE                             Commercial Brokers Association
Olympia, WA 98516                                            All Rights Reserved
Phone: (206) 963-1407                                             CBA FORM PS-1A
Fax (206) 456-2093                                    Property & Sales Agreement

                                                                       Rev. 9/03
                                                                    Page 1 of 14

                       COMMERCIAL & INVESTMENT REAL ESTATE
                            PURCHASE & SALE AGREEMENT

      This has been prepared by submission to your attorney for review and
   approval prior to signing. No representation is made by Licensee as to its
 sufficiency or tax consequences CBA Text Disclaimer. Text deleted by Licensee
 indicated by strike. New text inserted by Licensee indicated by small capital
                                    letters.

                                                           Date: August 16, 2005
                                                                ----------------

         The  undersigned  buyer,  Chuck Taggart and Glenn Taggart agrees to buy
and Seller agrees to see, on the following terms, the commercial real estate and
all  improvements  thereon  (collectively,  the  "Property")  commonly  known as
Ag-Bag,  in the City of Warrenton,  Clatsop  County,  OR,  legally  described on
attached Exhibit A.

1.   PURCHASE  PRICE.  The  total  purchase  price is Eight  Hundred  and  Fifty
     Thousand  Dollars  ($850,000.00),  including the earnest money,  payable as
     follows: (check only one)

     |_| All cash at closing,  including  the earnest  money,  with no financing
     contingency.

     |X| All cash at closing,  including  the earnest  money,  contingent on new
     financing under Section 4a below.

     |_|  $__________/___%  of the purchase price in cash at closing,  including
     the earnest  money,  with the balance of the purchase price paid as follows
     (check one or both as applicable): |_| Buyer's assumption of any underlying
     note and deed of trust, or real estate contact, under Section 4b below; |_|
     Buyer's  delivery  at closing of a  promissory  note for the balance of the
     purchase price,  secured by a deed of trust  encumbering  the Property,  as
     described in Section 4c below.

     |_|  Other: _________.

2.   EARNEST MONEY. Buyer agrees to deliver the earnest money $8,000 in the form
     of |_| Cash |_| Personal check |X| Promissory note |_| Other: __________.

     If the earnest  money is in the form of a promissory  note, it shall be due
     no later than

     |_|  __________ days after mutual acceptance.

     |X| Upon removal of the inspection contingencies in Section 5 below.

     |_|  Other: __________.

     The earnest money shall be held by |_| Selling Licensee  |X| Closing Agent

     Buyer shall deliver the earnest money no later than:

     |_|  _________ Days after mutual acceptance

     |_| Upon removal of the inspection contingencies in Section 5 below.

     |_|  Other: __________.



INITIALS:   Buyer:   GT     Date: 8-18-05     Seller: LI - MW    Date:  8-23-5
                  ---------      ------------        -----------      ----------
            Buyer:          Date:             Seller:            Date:
                  ---------      ------------        -----------      ----------
<PAGE>
SELECT PROPERTIES INC.                                        (C) COPYRIGHT 1999
7522 Grayhawk Lane NE                             Commercial Brokers Association
Olympia, WA 98516                                            All Rights Reserved
Phone: (206) 963-1407                                             CBA FORM PS-1A
Fax (206) 456-2093                                    Property & Sales Agreement

                                                                       Rev. 9/03
                                                                    Page 2 of 14

                       COMMERCIAL & INVESTMENT REAL ESTATE
                            PURCHASE & SALE AGREEMENT


     Selling Licensee may, however, transfer the earnest money to Closing Agent.

     If the earnest money is to be held by Selling Licensee and is over $10,000,
     it shall be deposited to: |_| Selling Licensee's pooled trust account (with
     interest paid to the State Treasurer) |_| A separate interest bearing trust
     account in Selling Licensee's name. The interest, if any, shall be credited
     at  closing  to Buyer  whose  Social  Security  or  taxpayer  ID Number is:
     __________. If this sale fails to close, whoever is entitled to the earnest
     money is entitled to interest.

     Selling  Licensee  shall  deposit ay check to be held by  Selling  Licensee
     within 3 days after receipt or mutual  acceptance,  whichever occurs later.
     Buyer agrees to pay financing and purchase costs incurred by Buyer.  If all
     or part of the earnest  money is to be returned to Buyer and any such costs
     remain  unpaid.  Selling  Licensee or Closing Agent may deduct and pay them
     therefrom.  Unless otherwise provided in this Agreement,  the earnest money
     shall be  applicable  to the  purchase  price and  shall be  non-refundable
     except where a condition to Buyer's  obligation under this Agreement is not
     satisfied through no fault of Buyer.

3.   EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of
     this Agreement.

     EXHIBIT A - Legal Description
     |_|  Earnest Money Promissory Note, CBA Form EMW
     |_|  Promissory Note, LPB Form No. 28A/CBA Form N1-A
     |_|  Short Form Deed of Trust, LPB Form No. 20
     |_|  Deed of Trust Rider; CBA Form DTR
     |_|  Utility Charges Addendum, CBA Form UA
     |_|  FIRPTA Certification, CBA Form 22D
     |_|  Assignment and Assumption, CBA Form PS-AS
     |_|  Addendum/Amendment, CBA Form PSA
     |_|  Back-up Addendum, CBA Form BU-A
     |_|  Vacant Land Addendum, CBA Form VLA
     |_|  Other  __________
     |_|  Other  __________

4.   FINANCING

     a.  APPLICATION  FOR NEW  FINANCING.  If payment of the  purchase  price is
     contingent on Buyer  obtaining new  financing,  then Buyer's  obligation to
     close  is  conditioned  upon  Buyer  accepting  a  written  commitment  for
     financing.  Buyer will not reject those terms of a commitment which provide
     for a loan  amount of at least  __________  or 80% of the  purchase  price,
     interest not to exceed ______ percent (7.5%) per annum, a payment  schedule
     calling

INITIALS:   Buyer:   GT     Date: 8-18-05     Seller: LI - MW    Date:  8-23-5
                  ---------      ------------        -----------      ----------
            Buyer:          Date:             Seller:            Date:
                  ---------      ------------        -----------      ----------
<PAGE>
SELECT PROPERTIES INC.                                        (C) COPYRIGHT 1999
7522 Grayhawk Lane NE                             Commercial Brokers Association
Olympia, WA 98516                                            All Rights Reserved
Phone: (206) 963-1407                                             CBA FORM PS-1A
Fax (206) 456-2093                                    Property & Sales Agreement

                                                                       Rev. 9/03
                                                                    Page 3 of 14

                       COMMERCIAL & INVESTMENT REAL ESTATE
                            PURCHASE & SALE AGREEMENT

     for monthly  payments  amortized over not less than  __________ (25) years,
     and total  placement fees and points not more than 1.5 percent  (_____%) of
     the  loan  amount.   Buyer  shall  make  immediate   application  for  said
     commitment, pay required costs and make a good faith effort to procure such
     financing.  This Agreement shall terminate and Buyer shall receive a refund
     of the earnest  money unless Buyer gives  Seller  written  notice that this
     condition  is  satisfied  or waived on or before  __________  (30) days (60
     days, if not completed) following mutual acceptance of this Agreement.

     b.  ASSUMPTION  OF EXISTING  FINANCING.  If payment of the  purchase  price
     includes  Buyer's  assumption of a note and mortgage or deed of trust, or a
     real estate contract,  Seller shall promptly deliver to Buyer a copy of the
     underlying debt  instrument(s) to be assumed,  and Buyer shall be deemed to
     have  approved  all of the terms of the debt  instruments(s)  unless  Buyer
     gives  notice of  disapproval  within  five (5) days after  receiving  such
     instrument(s).  If any of the debt instrument(s)  requires the consent of a
     third  party to the  assumption  by Buyer,  then Buyer shall apply for such
     consent within seven (7) days after receiving the debt instrument(s).  Upon
     Buyer's request,  Seller shall assist Buyer by requesting the third party's
     consent  to  the  assumption,  on  Buyer's  behalf.  This  Agreement  shall
     terminate  and Buyer  shall  receive a refund of the earnest  money  unless
     Buyer gives Seller  written  notice  within _____ (_____) days (30 days, if
     not  completed)  of  receiving  the debt  instrument(s)  stating  that such
     consent  is  available.  Buyer  shall  pay any  assumption  fees  or  other
     out-of-pocket  expenses  attributable  to the  assumption of the underlying
     indebtedness.

     c. SELLER FINANCING. If Seller is financing a portion of the purchase price
     by promise note and deed of trust,  unless  different forms are attached to
     this  Agreement,  Buyer shall execute and submit to the Closing Agent:  (i)
     LPB  Form  No.  28A  Promissory  Note  and the DUE ON SALE  and  COMMERCIAL
     PROPERTY  optional  clauses in that form shall apply;  (ii) UCC-1 Financing
     Statement  covering  the personal  property  described in Section 14 below;
     (iii)  LPB Form No. 20 Short  Form Deed of Trust and (iv) CBA Form No.  DTR
     Deed of Trust Rider. The promissory note shall bear interest at the rate of
     _____% per annum, and shall be payable as follows (choose one): |_| monthly
     installments of interest only, |_| monthly installments of $__________, |_|
     equal  monthly   installments  of  principal  and  interest  in  an  amount
     sufficient  to fully  amortize  the  outstanding  principal  balance at the
     stated interest rate over _____ years, |_| other __________. Payments shall
     commence on the first day of the first month after  closing and  continuing
     on the same day of each  succeeding  month until  (choose  one);  |_| _____
     months  from  the date of  closing,  |_|  other  _____,  on which  date all
     outstanding  principal and interest shall be due. The principal  shall,  at
     Seller's option,  bear interest at the rate of _____% per annum (18% or the
     maximum  rate allowed by law,  whichever is less,  if not filled in) during
     any period of Buyer's default.  If Seller receives any monthly payment more
     than _____ days (15 days if not filled in) after its due date,  then a late
     payment  charge  of  $_____/_____%  of  the  delinquent  amount  (5% of the
     delinquent  amount  if not  filled  in)  shall be  added  to the  scheduled
     payment.  Buyer  shall  have  _____  days (5

INITIALS:   Buyer:   GT     Date: 8-18-05     Seller: LI - MW    Date:  8-23-5
                  ---------      ------------        -----------      ----------
            Buyer:          Date:             Seller:            Date:
                  ---------      ------------        -----------      ----------
<PAGE>
SELECT PROPERTIES INC.                                        (C) COPYRIGHT 1999
7522 Grayhawk Lane NE                             Commercial Brokers Association
Olympia, WA 98516                                            All Rights Reserved
Phone: (206) 963-1407                                             CBA FORM PS-1A
Fax (206) 456-2093                                    Property & Sales Agreement

                                                                       Rev. 9/03
                                                                    Page 4 of 14

                       COMMERCIAL & INVESTMENT REAL ESTATE
                            PURCHASE & SALE AGREEMENT

     days if not filled in) after written notice to cure a default before Seller
     may declare all outstanding sums to be immediately due and payable.

     (NOTE TO BUYER AND SELLER:  If the Property is currently used primarily for
     agricultural purposes, then a nonjudicial  foreclosure/forfeiture remedy is
     available  to  Seller  only by  using  a real  estate  contract  and is not
     available with a deed of trust.)

     d. SECTION 1031 LIKE-KIND  EXCHANGE.  If either Buyer or Seller intends for
     this  transaction to be a part of a Section 1031 like-kind  exchange,  then
     the other party  agrees to  cooperate in the  completion  of the  like-kind
     exchange so long as the cooperating party incurs no additional liability in
     doing so, and so long as any expenses (including  attorneys fees and costs)
     incurred by the cooperating party that are related only to the exchange are
     paid or reimbursed to the cooperating party at or prior to closing.

5.   INSPECTION  CONTINGENCY.  This  Agreement  shall  terminate and Buyer shall
     receive a refund of the earnest money unless Buyer gives written  notice to
     Seller  within 30 days (20 days if not filled in) of mutual  acceptance  of
     this  Agreement  stating  that Buyer is  satisfied,  in Buyer's  reasonable
     discretion,  concerning  all  aspects of the  Property,  including  without
     limitation,  its  physical  condition;  the  presence  of or absence of any
     hazardous substances;  the contracts and leases affecting the property; the
     potential  financial  performance  of the  Property;  the  availability  of
     government  permits and approvals;  and the  feasibility of the Property to
     Buyer's  intended  purpose.  If such notice is timely given, the inspection
     contingencies stated in this Section 5 shall be deemed to be satisfied.

     a. BOOKS,  RECORDS,  LEASES,  AGREEMENTS.  Seller shall make  available for
     inspection  by Buyer and its agents as soon as  possible  but no later than
     ten (10) days after  mutual  acceptance  of this  Agreement  all  documents
     available to Seller  relating o the  ownership,  operation,  renovation  or
     development of the Property,  including without limitation:  statements for
     real  estate  taxes,  assessments,   and  utilities;   property  management
     agreements,   service  contracts,  and  agreements  with  professionals  or
     consultants  entered into by the Seller; or any predecessor in title to the
     Seller; eases of personal property or fixtures;  leases or other agreements
     relating to occupancy of all or a portion of the Property and a schedule of
     tenants; rents, and deposits; plans, specifications, permits, applications,
     drawings,  surveys, studies and maintenance records; and accounting records
     and audit reports.  Buyer shall  determine  within the  contingency  period
     stated in the  preceding  introductory  paragraph  whether it wishes and is
     able to assume, as of closing, all of the foregoing leases,  contacts,  and
     agreements which have terms extending beyond closing. Buyer shall be solely
     responsible for obtaining any required consents to such assumption.  Seller
     shall transfer the leases,  contracts and agreements as provided in Section
     17 of this Agreement.

     b.  ACCESS.  Seller  shall  permit  Buyer and its agents,  at Buyer's  sole
     expense  and risk to enter the  Property  at  reasonable  times after legal
     notice to tenants,  to conduct  inspections

INITIALS:   Buyer:   GT     Date: 8-18-05     Seller: LI - MW    Date:  8-23-5
                  ---------      ------------        -----------      ----------
            Buyer:          Date:             Seller:            Date:
                  ---------      ------------        -----------      ----------
<PAGE>
SELECT PROPERTIES INC.                                        (C) COPYRIGHT 1999
7522 Grayhawk Lane NE                             Commercial Brokers Association
Olympia, WA 98516                                            All Rights Reserved
Phone: (206) 963-1407                                             CBA FORM PS-1A
Fax (206) 456-2093                                    Property & Sales Agreement

                                                                       Rev. 9/03
                                                                    Page 5 of 14

                       COMMERCIAL & INVESTMENT REAL ESTATE
                            PURCHASE & SALE AGREEMENT

     concerning the Property and improvements, including without limitation, the
     structural  condition of improvements,  hazardous  materials  (limited to a
     Phase 1 audit only), pest infestation,  soils conditions,  sensitive areas,
     wetlands,  or other matters  affecting the  feasibility of the Property for
     Buyer's intended use. Buyer shall schedule any entry onto the Property with
     Seller in advance.  Buyer shall not perform any invasive testing or contact
     the tenants  without  obtaining the Seller's prior written  consent,  which
     shall not be  unreasonably  withheld.  Buyer shall restore the Property and
     improvements to the same condition they were in prior to inspection.  Buyer
     agrees to indemnify and defend Seller form all liens,  costs,  claims,  and
     expenses,  including attorneys' and experts' fees, arising from or relating
     to entry onto or inspection  of the Property by Buyer and its agents.  This
     Agreement to indemnify and defend Seller shall survive  closing.  Buyer may
     continue to enter the Property and interview tenants in accordance with the
     foregoing  terms  and  conditions  after  removal  or  satisfaction  of the
     inspection  contingency  only for the  purpose  of  re-sale,  leasing or to
     satisfy conditions of financing.

6.   TITLE INSURANCE.

     a. TITLE  REPORT.  Seller  authorizes  Lender and  Listing  Agent,  Selling
     License or Closing Agent, at Seller's expense,  to apply for and deliver to
     Buyer a |X| standard |_| extended  (standard,  if not  completed)  coverage
     owner's policy of title insurance.  If an extended  coverage owner's policy
     is specified,  Buyer shall pay the  increased  costs  associated  with that
     policy  including  the  excess  premium  over that  charged  for a standard
     coverage policy,  and the cost of any survey required by the title insurer.
     The title report shall be issued by Ticor Title - Astoria Office.

     b.  PERMITTED  EXCEPTIONS.  Buyer shall notify Seller of any  objectionable
     matters in the title commitment or any supplemental report within then (10)
     days after receipt of such  commitment or supplement.  This Agreement shall
     terminate and Buyer shall receive a refund of the earnest  money,  less any
     costs  advanced or committed for Buyer,  unless (a) within ten (10) days of
     Buyer's   notice  of  such   objections.   Seller   agrees  to  remove  all
     objectionable  provisions,  or (b) within  fifteen (15) days after  Buyer's
     notice of such objections,  Buyer notifies Seller in writing that it waives
     any  objections  which  Seller does not agree to remove.  The closing  date
     shall be extended to the extent necessary to permit time for these notices.
     Those  provisions  not objected to or for which Buyer waived its objections
     shall be referred to collectively as the "Permitted  Exceptions." The title
     policy shall contain no exceptions  other than the General  Exclusions  and
     Exceptions common to such form of policy and the Permitted Exceptions.

7.   CLOSING OF SALE.  This sale shall be closed on or before  November 21, 2005
     ("closing") by Ticor Title in Astoria ("Closing  Agent").  Buyer and Seller
     will, immediately on demand, deposit with Closing Agent all instruments and
     monies required to complete the purchase in accordance with this Agreement.
     "Closing"  shall be deemed to have occurred

INITIALS:   Buyer:   GT     Date: 8-18-05     Seller: LI - MW    Date:  8-23-5
                  ---------      ------------        -----------      ----------
            Buyer:          Date:             Seller:            Date:
                  ---------      ------------        -----------      ----------
<PAGE>
SELECT PROPERTIES INC.                                        (C) COPYRIGHT 1999
7522 Grayhawk Lane NE                             Commercial Brokers Association
Olympia, WA 98516                                            All Rights Reserved
Phone: (206) 963-1407                                             CBA FORM PS-1A
Fax (206) 456-2093                                    Property & Sales Agreement

                                                                       Rev. 9/03
                                                                    Page 6 of 14

                       COMMERCIAL & INVESTMENT REAL ESTATE
                            PURCHASE & SALE AGREEMENT

     when all  documents  are  recorded and the sale  proceeds are  available to
     Seller. Time is of the essence in the performance this Agreement.

8.   CLOSING COSTS.  Seller shall pay the excise tax and premium for the owner's
     standard coverage title policy. Seller and Buyer shall each pay one-half of
     the escrow fees. Real and personal  property taxes and assessments  payable
     in the year of closing; rents on any existing tenancies; interest, mortgage
     reserves;  utilities; and other operating expenses shall be pro-rated as of
     closing.  Buyer shall pay all costs of financing  including the premium for
     the lender's  title  policy.  Security,  cleaning,  and any other  unearned
     deposits on tenancies,  and remaining  mortgage or other  reserves shall be
     assigned to Buyer at closing.  The real estate commission is due on closing
     or upon Seller's default under this Agreement,  whichever occurs first, and
     neither  the amount nor due date  thereof  can be changed  without  Listing
     Agent's written consent.

     a. UNPAID UTILITY CHARGES. Buyer and Seller: |_| WAIVE |X| DO NOT WAIVE the
     right to have the Closing Agent disburse closing funds necessary to satisfy
     unpaid utility charges affecting the Property pursuant to RCW 60.80. If "do
     not waive" is checked then attach CBA From UA ("Utility Charges" Addendum).
     If neither box is checked, then the "do not waive" option applies.

9.   POST-CLOSING ADJUSTMENTS,  COLLECTIONS,  AND PAYMENTS. After closing, Buyer
     and Seller shall  reconcile  the actual  amount of revenues or  liabilities
     upon receipt of payment  thereof to the extent those items were prorated or
     credited at closing based upon estimates. Any bills or invoices received by
     Buyer after closing which relate to services rendered or goods delivered to
     the Seller or the  property  prior to closing  shall be paid by Seller upon
     presentation of such bill or invoice. At Buyer's option, Buyer may pay such
     bill or invoice and be reimbursed the amount paid plus interest at the rate
     of 12% per annum  beginning  fifteen  (15)  days  from the date of  Buyer's
     written  demand to Seller for  reimbursement  until such  reimbursement  is
     made. Rents collected from each tenant after closing shall be applied first
     to rentals due most recently from such tenant for the period after closing,
     and the balance  shall be applied to the  benefit of Seller for  delinquent
     rentals  owned for a period prior to closing.  The amounts  applied for the
     benefit of Seller shall be turned over to Seller promptly after receipt.

10.  OPERATIONS  PRIOR TO CLOSING.  Prior to closing,  Seller shall  continue to
     operate the  Property in the  ordinary  course of its business and maintain
     the Property in the same or better  condition  than as existing on the date
     of mutual acceptance of this Agreement, but shall not be required to repair
     material  damage  from  casualty  except  as  otherwise  provided  in  this
     Agreement. Seller shall not enter into or modify existing rental agreements
     or leases  (except that Seller may modify or terminate  residential  rental
     agreements  or leases in the  ordinary  course  of its  business),  service
     contracts,  or other  agreements  affecting  the Property  which have terms
     extending  beyond closing without first obtaining  Buyer's  consent,  which
     shall not be unreasonably withheld.


INITIALS:   Buyer:   GT     Date: 8-18-05     Seller: LI - MW    Date:  8-23-5
                  ---------      ------------        -----------      ----------
            Buyer:          Date:             Seller:            Date:
                  ---------      ------------        -----------      ----------
<PAGE>
SELECT PROPERTIES INC.                                        (C) COPYRIGHT 1999
7522 Grayhawk Lane NE                             Commercial Brokers Association
Olympia, WA 98516                                            All Rights Reserved
Phone: (206) 963-1407                                             CBA FORM PS-1A
Fax (206) 456-2093                                    Property & Sales Agreement

                                                                       Rev. 9/03
                                                                    Page 7 of 14

                       COMMERCIAL & INVESTMENT REAL ESTATE
                            PURCHASE & SALE AGREEMENT

11.  POSSESSION.  Buyer  shall be entitled  to  possession,  subject to existing
     tenancies  (if  any),  |X|  on  closing  |_|  _____  (on  closing,  if  not
     completed).

12.  SELLER'S REPRESENTATIONS AND WARRANTIES.  Seller represents and warrants to
     Buyer that,  to the best of Seller's  knowledge,  each of the  following is
     true as of the date hereof and shall be true as of  closing:  (a) Seller is
     authorized  to enter  into the  Agreement,  to sell  the  Property,  and to
     perform  its  obligations  under the  Agreement;  (b) all  books,  records,
     leases,  agreements  and other times  delivered  to Buyer  pursuant to this
     Agreement  are  accurate  and  complete;  (c) The Property and the business
     conducted thereon comply with all applicable laws,  regulations,  codes and
     ordinances;  (d) Seller has all  certificates  of occupancy,  permits,  and
     other  governmental  consents necessary to own and operate the property for
     its current use;  (e) There is no pending or  threatened  litigation  which
     would  adversely  affect the Property or Buyer's  ownership  thereof  after
     closing;  (f)  There  are  no  covenants,   conditions,   restrictions,  or
     contractual  obligations  of Seller  which will  adversely  affect  Buyer's
     ownership of the Property after closing or prevent  Seller from  performing
     its obligations under the Agreement, except as disclosed in the preliminary
     commitment  for  title  insurance  or as  otherwise  disclosed  to Buyer in
     writing prior to the end of the inspecting  contingency states in Section 5
     above;  (b) There is no  pending  or  threatened  condemnation  or  similar
     proceedings  affecting the Property,  and except as otherwise  disclosed in
     the preliminary commitment for title insurance as or otherwise disclosed to
     Buyer  in  writing  prior  to  closing,  the  Property  is not  within  the
     boundaries of any planned or authorized  local  improvement  district;  (h)
     Seller has paid (except to the extent prorated at closing) all local, state
     and  federal  taxes  (other  than  real and  personal  property  taxes  and
     assessments  described in Section 5 above) attributable to the period prior
     to  closing  which,  if not  paid,  could  constitute  a lien  on  Property
     (including  any personal  property),  or for which Buyer may be held liable
     after  closing;  and (l)  Seller  warrants  that  there are no  pending  or
     threatened  notices of  violation of  building,  zoning,  or land use codes
     applicable  to the  Property;  and (j) Seller is not aware of any concealed
     material   defects  in  the  Property   except:   none.   Seller  makes  no
     representations  or  warranties  regarding  the  Property  other than those
     specified in this Agreement, Buyer otherwise takes the Property `AS IS" and
     Buyer  shall  otherwise  rely  on  its  own  pre-closing   inspections  and
     investigations.

13.  HAZARDOUS SUBSTANCES. Except as disclosed to or known by Buyer prior to the
     satisfaction  or waiver of the inspection  contingency  stated in Section 5
     above,  Seller  represents  and warrants to Buyer that,  to the best of its
     knowledge;  (i)  there  are no  Hazardous  Substances  (as  defined  below)
     currently  located  in, on, or under the  Property  in a manner or quantity
     that presently  violates any  Environmental  Law (as defined  below);  (ii)
     there are no underground  storage tanks located on the Property;  and (iii)
     there is no pending or threatened  investigation  or remedial action by any
     governmental  agency  regarding the release of Hazardous  Substances or the
     violation of Environmental  Law at the Property.  As used herein,  the term
     "Hazardous  Substances"  shall  mean  any  substance  or  material  now  or
     hereafter defined or regulated as a hazardous  substance,  hazardous waste,
     toxic substance,

INITIALS:   Buyer:   GT     Date: 8-18-05     Seller: LI - MW    Date:  8-23-5
                  ---------      ------------        -----------      ----------
            Buyer:          Date:             Seller:            Date:
                  ---------      ------------        -----------      ----------
<PAGE>
SELECT PROPERTIES INC.                                        (C) COPYRIGHT 1999
7522 Grayhawk Lane NE                             Commercial Brokers Association
Olympia, WA 98516                                            All Rights Reserved
Phone: (206) 963-1407                                             CBA FORM PS-1A
Fax (206) 456-2093                                    Property & Sales Agreement

                                                                       Rev. 9/03
                                                                    Page 8 of 14

                       COMMERCIAL & INVESTMENT REAL ESTATE
                            PURCHASE & SALE AGREEMENT

     pollutant,   or  contaminant  under  any  federal,  state,  or  local  law,
     regulation, or ordinance governing any substance that could cause actual or
     suspected harm to human health or the  environment  ("Environmental  Law").
     The term "Hazardous  Substances"  specifically includes, but is not limited
     to, petroleum, petroleum by-products, and asbestos.

14.  PERSONAL PROPERTY

     a. This sale  includes  all  right,  title  and  interest  of Seller to the
     following  tangible  personal  property:  |_| None |X| That  portion of the
     personal  property  located on and used in  connection  with the  Property,
     which Seller will  itemize in an Addendum to be attached to this  Agreement
     within ten (10) days of mutual  acceptance  (None, if not  completed).  The
     value assigned to the personal  property shall be the amount agreed upon by
     the  parties  and,  if they  cannot  agree,  the  County-assessed  value if
     available,  and if not  available,  the fair market value  determined by an
     appraiser  selected  by the  Listing  Agent and  Selling  Licensee.  Seller
     warrants  title to, but not the  condition  of, the  personal  property and
     shall  convey  it by bill of sale.  Buyer  shall  pay any  sales or use tax
     arising from the transfer of the personal property. PURCHASE PRICE INCLUDES
     OVERHEAD CRANE, AND EQUIPPED PAINT BOOTHS.

     b. In addition to the leases,  contracts  and  agreements  assumed by Buyer
     pursuant  to  Section  5a above this sale  includes  all  right,  title and
     interest of Seller to the  following  intangible  property now or hereafter
     existing with respect to the Property  including  without  limitation:  all
     rights-of-way,  rights of ingress or egress or other  interests  in, on, or
     to, any land, highway, street, road, or avenue, open or proposed, in, on or
     across,  in front of,  abutting or adjoining  the  Property;  all rights to
     utilities serving the Property;  all drawings,  plans,  specifications  and
     other architectural or engineering work product; all governmental  permits,
     certificates, licenses, authorizations and approvals; all utility, security
     and  other  deposits  and  reserve   accounts  made  as  security  for  the
     fulfillment  of any of  Seller's  obligations;  any  name  of or  telephone
     numbers for the Property  and related  trademarks,  service  marks or trade
     dress;  and  guaranties,  warranties  or other  assurances  of  performance
     received.

15.  CONDEMNATION AND CASUALTY.  Buyer may terminate this Agreement and obtain a
     refund of the  earnest  money,  less any costs  advanced or  committed  for
     Buyer, if improvements on the Property are destroyed or materially  damaged
     by casualty  before closing,  or if condemnation  proceedings are commenced
     against all or a portion of the Property before closing.

16.  FIRPTA - TAX WITHHOLDING AT CLOSING. Closing Agent is instructed to prepare
     a certification (CBA or NWMLS Form 22E, or equivalent) that Seller is not a
     "foreign  person"  within the  meaning of the  Foreign  Investment  in Real
     Property Tax Act. Seller agrees to sign this certification,  if Seller is a
     foreign person,  and this  transaction is not otherwise exempt from FIRPTA,
     Closing Agent is instructed to withhold and pay the required  amount to the
     Internal Revenue Service.


INITIALS:   Buyer:   GT     Date: 8-18-05     Seller: LI - MW    Date:  8-23-5
                  ---------      ------------        -----------      ----------
            Buyer:          Date:             Seller:            Date:
                  ---------      ------------        -----------      ----------
<PAGE>
SELECT PROPERTIES INC.                                        (C) COPYRIGHT 1999
7522 Grayhawk Lane NE                             Commercial Brokers Association
Olympia, WA 98516                                            All Rights Reserved
Phone: (206) 963-1407                                             CBA FORM PS-1A
Fax (206) 456-2093                                    Property & Sales Agreement

                                                                       Rev. 9/03
                                                                    Page 9 of 14

                       COMMERCIAL & INVESTMENT REAL ESTATE
                            PURCHASE & SALE AGREEMENT

17.  CONVEYANCE.  Title shall be conveyed by a Statutory  Warranty  Deed subject
     only to the Permitted  Exceptions.  If this  Agreement is for conveyance of
     Seller's  vendee's  interest  in a  Real  Estate  Contract,  the  Statutory
     Warranty Deed shall include a contract  vendee's  assignment  sufficient to
     convey after acquired title. At closing, Seller and Buyer shall execute and
     deliver to  Closing  Agent CBA Form No.  PS-AS  Assignment  and  Assumption
     Agreement  transferring  all leases,  contracts and  agreements  assumed by
     Buyer  pursuant  to  Section  5a and all  intangible  property  transferred
     pursuant to Section 14b.

18.  NOTICES AND COMPUTATION OF TIME.  Unless  otherwise  specified,  any notice
     required  or  permitted  in,  or  related  to,  this  Agreement  (including
     revocations  of offers and  counteroffers)  must be in writing.  Notices to
     Seller must be signed by at least one Buyer and must be delivered to Seller
     and Listing Agent.  A notice to Seller shall be deemed  delivered only when
     received by Seller, Listing Agent, or the licensed office of Listing Agent.
     Notices  to  Buyer  must be  signed  by at  least  one  Seller  and must be
     delivered to Buyer and Selling Licensee.  A notice to Buyer shall be deemed
     delivered only when received by Buyer,  Selling  Licensee,  or the licensed
     office of Selling  Licensee.  Selling  Licensee  and Listing  Agent have no
     responsibility  to advise of receipt of a notice beyond either  phoning the
     party or  causing  a copy of the  notice  to be  delivered  to the  party's
     address on this Agreement.  Buyer and Seller must keep Selling Licensee and
     Listing Agent advised of their  whereabouts to receive prompt  notification
     of receipt of a notice.

     Unless  otherwise  specified in this Agreement,  any period of time in this
     Agreement shall begin the day after the event starting the period and shall
     expire at 5:00 p.m.  Pacific time of the last calendar day of the specified
     period of time, unless the last day is a Saturday,  Sunday or legal holiday
     as defined in RCW 1.16.050,  which case the specified  period of time shall
     expire on the next day that is not a Saturday, Sunday or legal holiday. Any
     specified  period  of five (5) days or less  shall not  include  Saturdays,
     Sundays or legal holidays.

19.  AGENCY DISCLOSURE. At the signing of this Agreement.

     SELLING LICENSEE:  Peter Tadei
                      ----------------------------------------------------------
                (Insert names of licensee and the Company name as licensed)

     Represented
                 ---------------------------------------------------------------
       (Insert Seller, Buyer, both Seller and Buyer or Neither seller nor Buyer)

     and the Listing Agent  Dennis DeLaHunt - Select Properties OR Inc. Peter
                           -----------------------------------------------------
                            Tadei - Myriad Commercial Properties
                           -----------------------------------------------------
       (Insert Seller, Buyer, both Seller and Buyer or Neither seller nor Buyer)

     Represented  Seller
                 ---------------------------------------------------------------
               (Insert names of Licensee and the Company name as licensed)

     If Selling Licensee and Listing Agent are different salespersons affiliated
     with the same Broker; then Seller and Buyer confirm their consent to Broker
     acting as a dual agent. If


INITIALS:   Buyer:   GT     Date: 8-18-05     Seller: LI - MW    Date:  8-23-5
                  ---------      ------------        -----------      ----------
            Buyer:          Date:             Seller:            Date:
                  ---------      ------------        -----------      ----------
<PAGE>
SELECT PROPERTIES INC.                                        (C) COPYRIGHT 1999
7522 Grayhawk Lane NE                             Commercial Brokers Association
Olympia, WA 98516                                            All Rights Reserved
Phone: (206) 963-1407                                             CBA FORM PS-1A
Fax (206) 456-2093                                    Property & Sales Agreement

                                                                       Rev. 9/03
                                                                   Page 10 of 14

                       COMMERCIAL & INVESTMENT REAL ESTATE
                            PURCHASE & SALE AGREEMENT

     Selling  Licensee and Listing Agent are the same person  representing  both
     parties,  then Seller and Buyer  confirm  their  consent to that person and
     his/her Broker acting as dual agents. If Seller Licensee, Listing Agent, or
     their  Broker are dual  agents,  then  Seller and Buyer  consent to Selling
     Licensee,  Listing  Agent and their  Broker  being  compensated  based on a
     percentage of the purchase  price or as otherwise  disclosed on an attached
     addendum.  Buyer and Seller confirm  receipt of the pamphlet  entitled "The
     law of Real Estate Agency."

20.  ASSIGNMENT.  Buyer |X| may |_| may not (may not, if not  completed)  assign
     this Agreement, or Buyer's rights hereunder, without Seller's prior written
     consent, unless provided otherwise herein.

21.  DEFAULT AND ATTORNEY'S FEE. In the event Buyer fails, without legal excuse,
     to complete the purchase of the Property, then (check one):

     |X| that  portion of the earnest  money which does not exceed five  percent
     (5%) of the purchase  price shall be kept by Seller as  liquidated  damages
     (subject to Seller's  obligation to pay certain  costs of a commission,  if
     any) as the sole and exclusive remedy available to Seller for such failure;
     or

     |_| Seller  may,  at its option (a) keep as  liquidated  damages all of the
     earnest  money  (subject to Seller's  obligation  to pay certain costs or a
     commission,  if any) as the sole and exclusive  remedy  available to Seller
     for such failure, (b) bring suit against Buyer for Seller's actual damages,
     (c) bring suit to  specifically  enforce  this  Agreement  and  recover any
     incidental damages, or (d) pursue any other rights or remedies available at
     law or equity.

     If  Buyer  or  Seller  institutes  suit  concerning  this  Agreement,   the
     prevailing party is entitled to reasonable attorneys' fees and expenses. In
     the event of trial,  the amount of the attorney's fee shall be fixed by the
     court.  The venue of any suit shall be the county in which the  Property is
     located,  and this  Agreement  shall be  governed  by the laws of the state
     where the Property is located.

22.  MISCELLANEOUS PROVISIONS.

     a.  COMPLETE  AGREEMENT.  The  Agreement and any addenda and exhibits to it
     state the entire  understanding  of Buyer and Seller  regarding the sale of
     the  Property.  There are no verbal or written  agreements  which modify or
     affect the Agreement.

     b. NO  MERGER.  The terms of the  Agreement  shall not merge in the deed or
     other conveyance instrument  transferring the Property to Buyer at closing.
     The terms of this Agreement shall survive closing.

     c. COUNTERPART SIGNATURES. The Agreement may be signed in counterpart, each
     signed  counterpart  shall be  deemed  an  original,  and all  counterparts
     together shall constitute one and the same instrument.


INITIALS:   Buyer:   GT     Date: 8-18-05     Seller: LI - MW    Date:  8-23-5
                  ---------      ------------        -----------      ----------
            Buyer:          Date:             Seller:            Date:
                  ---------      ------------        -----------      ----------
<PAGE>
SELECT PROPERTIES INC.                                        (C) COPYRIGHT 1999
7522 Grayhawk Lane NE                             Commercial Brokers Association
Olympia, WA 98516                                            All Rights Reserved
Phone: (206) 963-1407                                             CBA FORM PS-1A
Fax (206) 456-2093                                    Property & Sales Agreement

                                                                       Rev. 9/03
                                                                   Page 11 of 14

                       COMMERCIAL & INVESTMENT REAL ESTATE
                            PURCHASE & SALE AGREEMENT

     d. FACSIMILE  TRANSMISSION.  Facsimile  transmission of any signed original
     document, and retransmission of any signed facsimile transmission, shall be
     the same as delivery of an original. at the request of either party, or the
     Closing Agent, the parties will confirm facsimile transmitted signatures by
     signing an original document.

23.  ACCEPTANCE;  COUNTEROFFERS.  Seller  has  until  midnight  of  ___________,
     __________  (if not filled in, the third  business day  following  the last
     Buyer signature date below) to accept this offer,  unless sooner withdrawn.
     If this offer is not timely accepted,  it shall lapse and the earnest money
     shall be refunded to Buyer.  If either  party makes a future  counteroffer,
     the other party shall have until 5:00 p.m.  on the _____  business  day (if
     not filled in, the second business day) following its receipt to accept the
     counteroffer,  unless sooner  withdrawn.  If the counteroffer is not timely
     accepted or  countered,  this  Agreement  shall lapse and the earnest money
     shall be refunded to the Buyer. No acceptance,  offer or counteroffer  from
     the Buyer is  effective  until a signed copy is received b the Seller,  the
     Listing Agent or the licensed  office of the Listing Agent.  No acceptance,
     offer or  counteroffer  from the Seller is effective until a signed copy is
     received by the Buyer,  the Selling  Licensee or the licensed office of the
     Selling Licensee.

24.  INFORMATION  TRANSFER.  In the event this  Agreement is  terminated,  Buyer
     agrees to  deliver  to Seller  within  ten (10)  days of  Seller's  written
     request  copies  of all  materials  received  from  Seller  and any  plans,
     studies, reports,  inspections,  appraisals,  surveys,  drawings,  permits,
     application or other  development  work product relating to the Property in
     Buyer's possession or control as of the date this Agreement is terminated.

25.  CONFIDENTIALITY.  Until and unless closing has been consummated, Buyer will
     treat all  information  obtained in  connection  with the  negotiation  and
     performance of this Agreement as  confidential  (except for any information
     that Buyer is required by law to disclose and then only after giving Seller
     written notice at least three (3) days prior to the disclosure and will not
     use or  knowingly  permit the use of any  confidential  information  in any
     manner detrimental to Seller.

26.  SELLER'S  ACCEPTANCE  AND  BROKERAGE  AGREEMENT.  Seller agrees to sell the
     Property on the terms and  conditions  herein,  and further agrees to pay a
     commission  in a total  amount  computed  in  accordance  with the  listing
     agreement. If there is no written listing agreement, Seller agrees to pay a
     commission of 5% of the sales price or $__________. The commission shall be
     apportioned  between Listing Agent and Selling Licensee as specified in the
     listing agreement or any co-brokerage agreement.  Seller assigns to Listing
     Agent and  Selling  Licensee a portion of the sales  proceeds  equal to the
     commission.  If the earnest  money is retained as liquidated  damages,  any
     costs advanced or committed by Listing Agent or Selling  Licensee for Buyer
     or Seller shall be reimbursed or paid  therefrom,  and the balance shall be
     paid one-half to Seller and one-half to Listing Agent and Selling  Licensee
     according to the listing agreement and any co-brokerage  agreement.  In any
     action by Listing Agent or Selling  Licensee to enforce this  Section,  the
     prevailing  party is entitled to


INITIALS:   Buyer:   GT     Date: 8-18-05     Seller: LI - MW    Date:  8-23-5
                  ---------      ------------        -----------      ----------
            Buyer:          Date:             Seller:            Date:
                  ---------      ------------        -----------      ----------
<PAGE>
SELECT PROPERTIES INC.                                        (C) COPYRIGHT 1999
7522 Grayhawk Lane NE                             Commercial Brokers Association
Olympia, WA 98516                                            All Rights Reserved
Phone: (206) 963-1407                                             CBA FORM PS-1A
Fax (206) 456-2093                                    Property & Sales Agreement

                                                                       Rev. 9/03
                                                                   Page 12 of 14

                       COMMERCIAL & INVESTMENT REAL ESTATE
                            PURCHASE & SALE AGREEMENT

     reasonable attorneys' fees and expenses.  Neither Listing Agent nor Selling
     Licensee  are  receiving  compensation  from  more  than one  party to this
     transaction unless disclosed on an attached  addendum,  in which case Buyer
     and Seller consent to such compensation. The Property described in attached
     Exhibit A, is commercial real estate. Notwithstanding Section 26 above, the
     pages  containing this section,  the parties'  signatures and an attachment
     describing the Property may be recorded.

27.  LISTING  AGENT  AND  SELLING  LICENSEE  DISCLOSURE.   EXCEPT  AS  OTHERWISE
     DISCLOSED  IN WRITING TO BUYER OR SELLER,  THE  SELLING  LICENSEE,  LISTING
     AGENT,  AND  BROKERS  HAVE  NOT  MADE  ANY  REPRESENTATIONS  OR  WARRANTIES
     CONCERNING  THE  LEGAL  EFFECT  OF  THIS  AGREEMENT,  BUYER'S  OR  SELLER'S
     FINANCIAL  STRENGTH,  OR THE PROPERTY,  INCLUDING WITHOUT  LIMITATION,  THE
     PROPERTY'S   ZONING,   COMPLIANCE  WITH  APPLICABLE  LAWS  (INCLUDING  LAWS
     REGARDING  ACCESSIBILITY  FOR DISABLED  PERSONS),  OR HAZARDOUS  MATERIALS.
     SELLER AND BUYER ARE EACH ADVISED TO SEE  INDEPENDENT  LEGAL AND TAX ADVICE
     ON THESE AND OTHER MATTERS RELATED TO THIS AGREEMENT.



























INITIALS:   Buyer:   GT     Date: 8-18-05     Seller: LI - MW    Date:  8-23-5
                  ---------      ------------        -----------      ----------
            Buyer:          Date:             Seller:            Date:
                  ---------      ------------        -----------      ----------
<PAGE>
SELECT PROPERTIES INC.                                        (C) COPYRIGHT 1999
7522 Grayhawk Lane NE                             Commercial Brokers Association
Olympia, WA 98516                                            All Rights Reserved
Phone: (206) 963-1407                                             CBA FORM PS-1A
Fax (206) 456-2093                                    Property & Sales Agreement

                                                                       Rev. 9/03
                                                                   Page 13 of 14

                       COMMERCIAL & INVESTMENT REAL ESTATE
                            PURCHASE & SALE AGREEMENT




Buyer /s/ GT                             Date 8-18-05
      ----------------------------------     -----------------------------------

Buyer                                    Date
      ----------------------------------     -----------------------------------

Office Phone 338-3383         Fax No. 325-8559      Home Phone
             ----------------         -------------            -----------------

Print Buyer's Name Chuck Taggert and Glenn Taggart
                   -------------------------------------------------------------

Buyer's Address 254 W Marine Drive
                ----------------------------------------------------------------

Selling Office Myriad Commercial Properties
               -----------------------------------------------------------------

Office Phone 325-3400       Other Phone 338-8204         Fax No.
             --------------             ----------------         ---------------

Address 818 Commercial St., Astoria, OR 97103      MLS Office No. 959800
        ------------------------------------------                --------------

By Peter Tadei                          Print Name
   ------------------------------------            -----------------------------

Seller /s/ LARRY INMAN                   Date 8-23-05
      ----------------------------------     -----------------------------------

Seller /s/ MIKE WALLIS                   Date 8-23-05
      ----------------------------------     -----------------------------------

Home Phone                 Office Phone 861-1812 x232    Fax No. 503-867-0424
          -----------------             ----------------         ---------------

Print Seller's Name AB HOLDING GROUP INC.
                    ------------------------------------------------------------

Seller's Address 2320 SE Ag-Bag, Warrenton, OR 97146
                 ---------------------------------------------------------------

Listing Agent Peter Tadei, Dennis DeLaHunt
              ------------------------------------------------------------------

Listing Office Myriad Commercial Properties, Select Properties OR Inc.
               -----------------------------------------------------------------

Office Phone No. 325-3400       Other Phone 325-3776       Fax No.
                 ---------------            --------------         -------------

Address 818 Commercial St. Astoria, OR 97103        MLS OFFICE No. 959800
        --------------------------------------------               -------------

28. BUYER'S RECEIPT.  Buyer acknowledges receipt of a Seller signed copy of this
Agreement on
             ------------------------, -----.

BUYER /s/ GLENN TAGGART                      BUYER
      ----------------------------------          ------------------------------



INITIALS:   Buyer:   GT     Date: 8-18-05     Seller: LI - MW    Date:  8-23-5
                  ---------      ------------        -----------      ----------
            Buyer:          Date:             Seller:            Date:
                  ---------      ------------        -----------      ----------
<PAGE>
SELECT PROPERTIES INC.                                        (C) COPYRIGHT 1999
7522 Grayhawk Lane NE                             Commercial Brokers Association
Olympia, WA 98516                                            All Rights Reserved
Phone: (206) 963-1407                                             CBA FORM PS-1A
Fax (206) 456-2093                                    Property & Sales Agreement

                                                                       Rev. 9/03
                                                                   Page 14 of 14

                              ADDENDUM/AMENDMENT TO
                            PURCHASE & SALE AGREEMENT


             CBA Text Disclaimer; Text deleted by licensee indicated
              by strike. New text inserted by licensee indicted by
                             small capital letters.

     The following is part of the Purchase and Sale  Agreement  dated August 19,
2005.                                                                 ----------
-----

     Between AB HOLDING GROUP, INC. ("Seller")

     And Check Taggart and Glenn Taggart ("Buyer)
         -------------------------------

     Regarding the sale of the Property known as Ag-Bag
                                                 ------

     IT IS AGREED  BETWEEN  THE SELLER AND BUYER AS  FOLLOWS:
     Seller agrees to deliver possession on closing in a "broom clean" condition
     ---------------------------------------------------------------------------
     with the yard clean of all material  and  equipment.  If current  tenant(s)
     ---------------------------------------------------------------------------
     holds  over,  Buyer  will  lease  with 30 day  increments  at $.45  psf for
     ---------------------------------------------------------------------------
     warehouse and $.75 for office.
     ------------------------------











AGENT (COMPANY)
                                          By:
--------------------------------------       -----------------------------------

ALL OTHER TERMS AND CONDITIONS of said Agreement remain unchanged.






INITIALS:   Buyer:   GT     Date: 8-18-05     Seller: LI - MW    Date:  8-23-5
                  ---------      ------------        -----------      ----------
            Buyer:          Date:             Seller:            Date:
                  ---------      ------------        -----------      ----------