ex106


    
      

Alliance
      Title

    


    ESCROW
      INSTRUCTIONS

    


    Escrow
      No: 15120493-383-BSB 

    Date: October
      12, 2005

    


    To:
      Alliance Title Company

    18831
      Von
      Karman Avenue, Irvine, CA 92612 

    Phone
      No.: (949) 724-4900 Fax No.: (949) 724-4909

    


    Alliance
      Title Company conducts escrow business under License to act as an underwritten
      title company No. 368 issued by the State of California Department of
      Insurance.

    


    Escrow
      to
      close on or before: November 3, 2005 (or as soon as Seller deposits all items
      required for Buyer's review as listed in "Contingencies" below)

    


    Property
      address is: (a leasehold estate in and to) 1173 3rd Avenue West, Dickinson,
      ND

    


    
      
        	
                Buyer(s)
                  will deposit with escrow an initial deposit in the amount of 

              	
                $2,500.00 

              
	
                Buyer
                  will assume the existing loan of record in the approximate amount
                  of 

              	
                $225,000.00

              
	
                Prior
                  to the close of escrow, Buyer will hand you the balance of down
                  payment
                  (plus closing costs, if applicable) the sum of

              	
                $47,500.00

              
	
                TOTAL
                  CONSIDERATION 

              	
                $275,000.00

              


      



    Furthermore,
      Seller will execute and deliver any instruments and/or funds which this escrow
      requires to show title as indicated below, and Buyer will execute and deliver
      any instruments and/or funds which this escrow requires, provided that you
      hold
      a policy of title insurance herein called for with the usual title company's
      exceptions with a liability of $ 275,000.00, describing the property situated
      in:

    


    Stark
      County, N. Dakota, more specifically described in the title report issue by
      Dickison Title dated September 2, 2005.

    


    We
      hereby
      instruct you to show title to be vested as follows GLEN MAC LEOD, a married
      man
      as his sole and separate property

    


    At
      close
      of this escrow, the policy of Title Insurance will contain only the following
      "subject to" items, PLUS those items that will reflect the documents being
      recorded through escrow.

    


    SUBJECT
      TO:

    1. Printed
      exceptions and conditions and stipulations in said policy

    2. CURRENT;
      General and Special taxes for fiscal year 2005-2006

    3. Assessments
      and/or bonds not delinquent

    4. Covenants,
      conditions, restrictions, reservations, easements and rights of way of record
      (if any)

    5. Existing
      loan of record in the approximate amount of $225,000.00

    


    INSTRUCTIONS:

    


    FINANCING:
      Buyer to assume existing loan of record in favor of PENSCO TRUST COMPANY
      CUSTODIAN FBO GEORGE E. DENNIS IRA it DE234 in the approximate amount of
      $225,000.00 as per its terms and conditions. Seller will cause to be deposited
      with Escrow Holder any and all documentation in connection with the transfer
      of
      the loan and recent statement of account to be approved by buyer prior to close
      of escrow.

    


    Escrow
      Holder is instructed to adjust the cash through escrow based on the statement
      of
      account deposited by Seller herein. 

    


    ASSIGNMENT
      OF LEASE: Seller will cause to be deposited with Escrow Holder any and all
      documentation in connection with the assignment of Ground Lease of record and
      consent for same, which is how title will be transferred to the subject
      property. 

    


    CONTINGENCIES:
      Seller will provide the following "due diligence" items for buyer's review
      and
      approval of same within 10 days of receipt thereof:

    


    -tenant
      leases and/or rental agreements

    -consent
      to the assignment of Ground Lease

    -consent
      to the assumption of the first Note and Mortgage of record

    -tenant
      estopple agreements

    -current
      title report

    -Seller's
      board of Director's approval and any Title Company or Escrow Company required
      documentation in connection with the sale of subject property

    -YTD
      2005
      income and expense statement

    -copies
      of all employment contracts and/or agreements with maintenance or management
      personnel.

    -any
      insurance settlement documentation relative to the storm/hail damage including
      bids for repairs and the assignment of said funds

    


    /s/
      JW  /s/
      GEM

    Initials  Initials

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Seller
      represents and warrants that all information provided is true and correct to
      the
      best of their knowledge. Escrow Holder is licensed in the State of California
      and will process and close this transaction according to the usual and customary
      practices in the State of California. Parties are advised to disregard any
      preprinted reference to California laws/or procedures in the body of these
      instructions that do not apply to the subject property state..

    


    Buyer
      and
      Seller each to pay their own costs and charges as customary in the State of
      California 

    


    MEMORANDUM
      ITEMS:

    


    AS
      A
      MATTER OF RECORD ONLY, WITH WHICH ESCROW HOLDER IS NOT TO BE CONCERNED AND/OR
      LIABLE,
      THE FOLLOWING ARE BEING ADDED TO THESE INSTRUCTIONS AS A MEMORANDUM ONLY
      TO
      THIS
      ESCROW.

    


    Buyer
      will deposit an additional $250,000.00 into a reserve account to be used for
      capital improvement on subject property.

    


    Prorations 

    


    A.
      Prorate as of close of escrow, on the basis of a 30 day month: Taxes, HOA,
      Rents, Interest, and all insurance as required. You are instructed to transfer
      any security deposits from Seller to Buyer. You are hereby authorized and
      instructed to prorate taxes to the close of escrow. You are also authorized
      and
      instructed to base your tax prorations upon the current available tax figures
      as
      shown on your preliminary title referenced above.

    


    FIRPTA

    


    Transferor/Seller
      and Transferee/Buyer agree than any calculation, deduction, act or action,
      such
      as the withholding of funds and/or the payment of taxes, in compliance with
      FIRPTA, or any other Internal Revenue Service Code or Regulation, shall be
      the
      responsibility of the parties herein and per their completed forms for same
      provided to Escrow Holder.

    


    SEE
      ATTACHED GENERAL PROVISIONS

    


    


    


    /s/
      JW  /s/
      GEM

    Initials  Initials

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Escrow
      No.: 15120493-BSB-383

     

    GENERAL
      PROVISIONS

    


    
      	1.  	
              Deposit
                of Funds & Disbursements

            


    

    
      	 	 	
              All
                funds received in this escrow shall be deposited in an non-interest
                bearing account in one or more of your general escrow trust accounts
                with
                any financial institution doing business in the State of California
                and
                maybe transferred to any other general escrow account or accounts
                All
                disbursements shall he made by your check or other instrument as
                per your
                instructions You are authorized not to close escrow or disburse until
                good
                funds as provided for in California insurance Code Section 12413.1
                have
                been confirmed in escrow Alliance Title Company shall not be responsible
                for any delay in closing if funds received by escrow are not available
                for
                immediate withdrawal Delays in closing will occur if funding is by
                other
                than cash, bank wire, cashiers checks or similar type items payable
                through a California Bank The accounts wherein funds are deposited
                and
                disbursed are insured under the specifications and regulations of
                the
                Federal Depositors insurance Corporation (FDIC). You are not responsible
                for these deposits in the event of bank failure, nor will you provide
                any
                additional insurance on said deposits. Wire
                instructions:

            


    

    


    Bank:
      Centennial Bank

    Routing
      No.: 107006981

    Address: 13700
      E.
      Arapahoe Road Englewood, CO 80112

    Credit: Alliance
      Title Company Account No :2400619

    Escrow
      No.: 15120493-3 83-BSB

    


    


    
      	2.  	
              Proration

            


    

    
      	 	 	
              Unless
                otherwise specified in writing, all prorations and/or adjustments
                are to
                he made as of close of escrow on the basis of a 30-day month As used
                herein, the expression, "C.0 E." is defined as "Close of Escrow."
                'H.O
                Dues,' as used herein, refers to any homeowners association or similar
                body which levies monthly or periodic assessments or dues for common
                area
                maintenance or similar matters You are authorized to insert the actual
                date of recording in all notes as to commencement of interest and
                due date
                of first payment.

            


    

    


    
      	3.  	
              Recordation
                of Instruments

            


    

    
      	 	 	
              You
                are authorized to record any documents delivered through this escrow,
                recording of which is necessary or proper in the issuance of the
                requested
                policy of title insurance Seller/Borrower authorizes Alliance Title
                Company to collect fees for recordation of documents Alliance Title
                Company has made their best determination of said charges prior to
                close
                of escrow and the seller or borrower is aware that they may differ
                from
                the actual fees.

            


    

    


    
      	4.  	
              Authorization
                to Execute Assignment of Insurance
                Policies

            


    

    
      	 	 	
              You
                may execute on behalf of the parties hereto, assignments of interest
                in
                any insurance policies, which are part of this escrow, and forward
                them
                upon close of escrow to the agent with respect to fire insurance
                policies
                you shall be fully protected in assuming that such policy is ill
                force and
                that the necessary premium therefore has been paid. In all acts in
                this
                escrow relating to insurance, including adjustments, if any, you
                shall be
                fully protected in assuming that each policy is in force and that
                the
                necessary premium therefore has been
                paid

            


    

    


    
      	5.  	
              Authorization
                to Furnish Copies You may furnish a copy of these instructions, amendments
                thereto, closing statements and/or any other documents to any real
                estate
                broker and/or lender involved in this transaction upon request of
                such
                lenders or brokers

            


    

    


    
      	6.  	
              Personal
                Property Taxes No examination or insurance as to the amount of payment
                of
                personal property taxes is required unless specifically
                requested

            


    

    


    
      	7.  	
              Right
                of Cancellation

            


    

    
      	 	 	
              The
                principals may mutually instruct you to cancel the escrow by delivering
                to
                you written cancellation instructions executed by all the principals
                Upon
                receipt of such instructions, you are authorized to comply with them,
                and
                demand payment of your cancellation charges, Alternatively, any principal
                may deliver to you a notice of cancellation executed by that principal.
                Upon receipt of such notice, you shall deliver a copy of such notice
                to
                each of the other principals at the address in this escrow. UNLESS
                WRITTEN
                OBJECTION TO CANCELLATION IS FILED IN YOUR OFFICE BY A PRINCIPAL
                WITHIN
                TEN (10) DAYS AFTER DATE OF SUCH MAILING, YOU ARE AUTHORIZED TO COMPLY
                WITH SUCH NOTICE AND DEMAND PAYMENT OF YOUR CANCELLATION CHARGES.
                If
                written objection is filed, you are authorized to hold all money
                and
                instruments in this escrow and take no further action until otherwise
                directed, either by the principals' mutual written instructions,
                or by
                final order of a court of competent
                jurisdiction.

            


    

    


    8. Action
      in
      Interpleader

    
      	 	 	
              The
                parties expressly agree that you, as escrow holder, have the absolute
                right at your election to file an action in interpleader requiring
                the
                parties to answer and litigate their several claims and rights among
                themselves and you are authorized to deposit with the clerk of the
                court
                all documents and funds held in this escrow.. In the event such action
                is
                filed, the parties jointly and severally agree to pay your cancellation
                charges and costs, expenses and reasonable attorney's fees which
                you are
                required to expend or incur in the interpleader action, Upon the
                filing of
                the action, you shall be fully released from the obligations to further
                perform any duties otherwise imposed by the terms of this
                escrow,

            


    

    


    9. Termination
      of Agency Obligations

    
      	 	 	
              If
                there is no action taken on this escrow within six months after the
                time
                limit date set forth in the escrow instructions or written extension
                thereof your agency obligation shall terminate at your option and
                all
                documents, monies, or other items held by you shall be returned to
                the
                parties depositing same. This shall not limit your right to withdraw
                as
                escrow agent from this transaction at any time. In the event of
                termination of your agency obligation, the parties shall pay your
                fees,
                charges and any expenses incurred, which shall be deducted from any
                and
                all deposits made to escrow

            


    

    


    10. Conflicting
      Instructions

    
      	 	 	
              No
                notice, demand, or change of these instructions shall be in effect
                unless
                given in writing Should you before or after close of escrow receive
                or
                become aware of any conflicting demands or claims with respect to
                this
                escrow of the rights of any of the parties hereto, or any money or
                property deposited herein or affected hereby, you shall have the
                right to
                discontinue any or all further acts on your part until such conflict
                is
                resolved to your satisfaction, and you shall have the further right
                to
                commence or defend any action or proceedings for the determination
                of the
                conflict as provided in paragraphs 7 and 8 of these General Provisions.
                The parties hereto Jointly and severally agree to pay all costs,
                damages,
                judgments and expenses, including reasonable attomey's fees, suffered
                or
                incurred by you in connection with, or arising out of this escrow,
                including, but without limiting the generality of the foregoing,
                a suit in
                Interpleader brought by you In the event you file a suit in interpleader
                you shall be fully released and discharged from all obligations imposed
                upon you in this escrow

            


    

    


    11.
      Purchase Contract

    
      	 	 	
              Notwithstanding
                the fact that you may have been provided with a copy of the Purchase
                Contract in relation to subject property for information purposes,
                your
                liability to the undersigned is limited solely to your compliance
                with
                these instructions, and any modifications hereto given in writing
                prior to
                close of escrow; and any policy of title insurance issued in connection
                herewith naming the undersigned as an
                insured

            


    

    


    The
      undersigned acknowledge that you, as escrow holder, are not charged with the
      responsibility of interpreting the provisions of any contract which may be
      the
      basis for this transaction, or making any disclosures relative to such
      provisions, or otherwise, even though you may have been provided a copy of
      such
      contract for information purposes. Your liability as escrow holder is limited
      solely to your compliance with these instructions and any supplements, addendums
      and amendments thereto delivered in writing.

    


    12. Funds
      Retained in Escrow

    
      	 	 	
              If
                for any reason, funds are retained or remain in escrow more than
                90 days
                after closing date, you are to deduct therefrom a reasonable monthly
                charge as custodian thereof of not less than $25.00 per month. Instruments
                that are not negotiated within six months are considered stale date
                and
                are considered to be held in escrow and arc subject to the fees described
                above to be assessed from the date of the
                instrument

            


    

    


    
      /s/
        JW  /s/
        GEM

      Initials  Initials

       

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13. 
      Usury

    You
      are
      not to be concerned with any question of usury in any loan or encumbrance
      involved in the processing of this escrow and you are hereby released of any
      responsibility or liability therefore Furthermore, notwithstanding the Note
      has
      been executed, you are authorized to insert the actual date of recording in
      all
      Notes as to the commencement of interest and due date of the first payment,
      unless otherwise instructed

    


    14. 
      Indemnity for Attorneys Fees and Costs

    In
      the
      event suit is brought by any party to this escrow, including the title company
      or any other party, as against each other or others, including the title
      company, claiming any right they may have asagainst each other or against the
      title company, then in that event, the parties hereto agree to reimburse,
      indemnify and hold harmless the title company from and against any loss,
      attorney's fees, expenses and costs incurred by it.

    


    15. 
      Destruction of Documents

    You
      are
      authorized to destroy or otherwise dispose of any and all documents, papers,
      instructions, correspondence and other material pertaining to this escrow at
      the
      expiration of seven years from the close of escrow or cancellation thereof,
      without liability and without further notice to parties to the
      transaction

    


    16. 
      Tax Reporting And Withholding Obligations of the Parties

    Federal
      Law

    Internal
      Revenue Code Section 1445 places special requirements for tax reporting and
      withholding on the parties to a real estate transaction where the seller is
      a
      nonresident alien, a non-domestic corporation or partnership, a domestic
      corporation or partnership controlled by non- residents or non-resident
      corporations or partnerships

    


    With
      respect to both California and federal law, the undersigned represents and
      warranty to Escrow Agent that the undersigned is relying on an attorney's,
      accountant's or other tax specialist's opinion concerning the effect of these
      laws on this transaction or on the undersigned's own knowledge of these laws.
      The undersigned is not acting on or relying on any statements made or omitted
      by
      Escrow Agent with respect to tax reporting or withholding
      requirements

    


    Seller
      is
      aware that Federal Tax Law requires that escrow holder be provided with correct
      taxpayer identification information Escrow holder must then report the
      transaction to the Internal Revenue Service including the seller's social
      security number or taxpayer identification number and the gross
      consideration.

    


    Federal
      Legislation requires that a buyers and a seller most provide the Internal
      Revenue Service the Taxpayer identification Number of the party to whom interest
      is paid or received. This reporting is the sole responsibility of the buyer
      and
      the seller. If you will be paying or receiving interest, you are encouraged
      to
      exchange Taxpayer Identification Numbers at this time Alliance Title Company
      is
      authorized to provide to the other party your TIN (Social Security Number)
      by
      providing the other party with a copy of this upon written request

    


    State
      Law

    In
      accordance with Section 18662 of the Revenue & Taxation Code, a buyer may be
      requited to withhold an amount equal to 3 and 1/3 percent of the sales price
      in
      the case of the disposition of California real property interest by
      either:

    1.
      A
      seller who is an individual or when the disbursement instructions authorize
      the
      proceeds to be sent to a financial intermediary of the seller, OR

    2.
      A
      corporate seller that has no permanent place of business in
      California

    


    The
      buyer
      may become subject to penalty for failure to withhold an amount equal to the
      greater of 10 percent of the amount required to be withheld or five hundred
      dollars ($500.00). However, notwithstanding any other provision included in
      the
      California statutes referenced above, no buyer will be required to withhold
      any
      amount or be subject to penalty for failure to withhold if:

    
      	1.  	
              The
                sales price of the California real property conveyed does not exceed
                one
                hundred thousand dollars ($100,000..00),
                OR

            


    

    
      	2.  	
              The
                seller executes a written certificate, under the penalty of perjury,
                certifying that the seller is a corporation with a permanent place
                of
                business in California, OR

            


    

    
      	3.  	
              The
                seller, who is an individual, executes a written certificate, under
                the
                penalty of perjury, certifying:

            


    

    a.
       That
      the
      California real property being conveyed is the seller's principal residence
      (within the meaning of Section 121 of the Internal Revenue Code)

    b. That
      the
      California real property being conveyed is or will be exchanged for property
      of
      like kind (within the meaning of Section 1031 of the Internal Revenue  Code), but only to the
      extent
      of the amount of gain not required to be recognized for California income tax
      purposes under Section 1031 of the Internal Revenue Code,

    c. That
      the
      California real property being conveyed has been compulsorily or involuntarily
      converted (within the meaning of Section 1033 of the Internal Revenue Code)
      and
      that the seller intends to acquire property similar or related in service or
      use
      so as to be eligible under Section 1033 of the Internal Revenue
      Code

    d. That
      the
      California real property transaction will result in a loss for California income
      tax purposes

    


    The
      Seller is subject to penalty for knowingly filing a fraudulent certificate
      for
      the purpose of avoiding the withholding requirement The California statutes
      referenced above include provisions which authorize the Franchise Tax Board
      to
      grant a reduced withholding and waivers from withholding on a case-by-case
      basis
      for corporations or other entities.

    


    The
      parties to this transaction should seek the professional advice and counsel
      of
      an attorney, accountant or other tax specialist's opinion concerning the effect
      of this law on this transaction and should not act on any statements made or
      omitted by the escrow or closing officer

    


    17.
      Supplemental Taxes

    Supplemental
      tax bills, when issued and posted, may not be immediately available; therefore,
      there may be a gap in time where the bill may be posted but we would not have
      knowledge of it. Therefore, in the event a supplemental tax bill is issued
      by
      the County Tax Collector after the date of the above mentioned preliminary
      title
      report or after the close of escrow and transfer of title, the undersigned
      parties agree to handle any adjustment which might result from such supplemental
      tax bill directly between themselves.

    


    18.
      Exchanges

    In
      the
      event this transaction is an exchange or part of all exchange, the parties
      acknowledge the escrow holder has made no representations whatsoever regarding
      the sufficiency or effect of this transaction in relation to applicable federal
      and state tax laws. It is further acknowledged by the parties that they have
      been advised by escrow holder to seek the counsel of their own tax attorney
      or
      certified public accountant for the determination of any tax consequences of
      this exchange.

    


    The
      undersigned fully indemnify and hold escrow holder harmless from any loss or
      damage which the parties may sustain in the event this transaction fails to
      qualify for any special tax treatment.

    


    19.
      Amendment to Escrow Instructions and Counterpart Approval

    Any
      amendment or supplement to these escrow instructions, amendments and supplements
      must be in writing. Collectively, these escrow instructions constitute the
      entire escrow between the escrow holder and the parties These escrow
      instructions, amendments and supplements maybe executed in one or more
      counterparts each of which independently shall have the same effect as if it
      were the original, and all of which taken together shall constitute one and
      the
      sanre instructions

    


    20.
      Agreement of Co-Operation (Unjust Enrichment)

    In
      the
      event that any party to this escrow receives funds or is credited with funds
      that they are not entitled to, for whatever reason, they agree, upon written
      demand, to return said funds to the proper party entitled or to the escrow
      for
      disbursement In the event that suit is brought to enforce the return of said
      funds, the parties agree to reimburse the prevailing party their reasonable
      attorney fees.

    


    21.
      Escrow Responsibility

    We
      understand that Escrow is acting under this Agreement as a depository only
      and
      its sole responsibility shall be to comply with the written instructions given
      to and accepted by Escrow under this Agreement Your duties under this Agreement
      shall be limited to the safekeeping of money,

    


    


    /s/
      JW  /s/
      GEM

    Initials  Initials

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    instruments,
      or other documents received by you as the Escrow Agent, and for the disposition
      of the money, instruments or other documents received by you in accordance
      with
      the instructions contained in this Agreement Escrow shall have no duty,
      obligation or responsibility to undertake any of the following actions: (a)
      to
      inquire into the sufficiency, correctness, genuineness, form, substance, manner
      of execution, validity or enforceability of any document; (b) to inform either
      Seller or Buyer of any facts which Escrow may have acquired outside the
      transaction between Seller and Buyer; (c) for any loss suffered by either Seller
      or Buyer attributed to defects in the Title to the Real Properly except for
      a
      loss caused by Escrow's failure to obtain the required Title insurance or Title
      coverage. We will not reveal nonpublic personal customer information to any
      external non-affiliated organization unless we have been authorized by the
      customer, or are required by law

    


    22.
      Fax/Telecopy Instructions

    In
      the
      event Buyer(s), Seller(s) or other Parties to the Escrow utilize "facsimile"
      transmitted signed documents, Parties hereby agree to accept, and instruct
      the
      Escrow Holder to rely upon such documents as if they were bearing the original
      signatures. Parties further acknowledge and agree that documents necessary
      for
      recording by the County Recorder must be original signatures, and therefore,
      non
      receipt of the original documents to record can delay the close of
      escrow

    


    23.
      Copy
      Quality 

    Any
      copies provided to us from the County Recorder are the best available copies
      and
      Alliance Title Company is relieved from any liability or responsibility for
      the
      clarity of the copies

    


    24.
      Application of Payoff Funds 

    Should
      a
      check or wire be deemed unacceptable by lenders, creditors, lien holders or
      beneficiaries of Deeds of Trust, you are authorized to act on our behalf in
      requesting the funds, as well as any balance in an impound account, be applied
      towards the balance due.

    


    25.
      Preliminary Change of Ownership (POOR Statement)

    Buyer(s)
      will hand you before close of escrow a completed "Preliminary Change of
      Ownership" Statement which you are hereby instructed to file accompanied by
      the
      Grant Decd with the County Recorder; or in the absence or rejection thereof
      you
      will pay from Buyer's funds an additional $20,00 if required by the County
      Recorder It is understood that Escrow does not have sufficient information
      to
      complete this form and will not be required to furnish information therefore,
      In
      the event the Preliminary Change of Ownership Statement is rejected, Buyers
      understand that they will be required to file a Change of Ownership Statement
      that should be mailed to them with the recorded Grant Deed from the County
      Recorder's Office, after close of escrow Buyers are aware that by law this
      requirement must be met within 45 days from recordation of their Grant Deed
      or
      they maybe assessed additional penalties SHOULD THE
      PARTIES HAVE ANY QUESTIONS CONCERNING THE SIGNING OF DOCUMENTS OR THE
      INTERPRETATION OF THESE INSTRUCTIONS, THEY ARE ADVISED TO CONSULT THEIR
      ATTORNEY.

    


    If
      these
      instructions refer to a sale, the seller agrees to sell and the buyer agrees
      to
      buy the property herein described upon the terms hereof. Alliance Title Company
      is specifically directed to follow these instructions only and has no
      responsibility to follow the terms of any prior agreements entered into between
      the parties herein. It is agreed and understood that these Escrow Instructions
      shall be the whole and only agreement between the parties with regard to the
      instructions to, and obligations of, Alliance Title Company, and shall supersede
      and cancel any prior instructions. The undersigned parties jointly and severally
      agree to hold Alliance Title Company harmless from and against any and all
      damages or liability, therefore, loss, costs, charges, attorneys' fees or other
      expenses which Alliance Title Company shall or may at any time suffer, sustain
      or incur by reason of or in consequence of complying with the foregoing
      instructions

    


    Although
      time is of the essence in these instructions, they shall be effective until
      revoked by written demand and authorization satisfactory to you, or as defined
      in paragraph #9 of these General Provisions.

    


    I
      agree
      to pay usual buyer's charges as customary in County. All disbursements are
      to be
      made by your company check.

    


    Buyer's
      refund, if any, will be disbursed in the form of one check payable to the order
      of ALL Buyers unless Escrow Holder is provided with written instructions from
      all Buyers to do otherwise. Such checks require the personal endorsement of
      all
      payees to be negotiable.

    


    /s/
      JW  /s/
      GEM

    Initials  Initials

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      foregoing terms, provisions, conditions, and instructions, and those "General
      Provisions" contained herein are hereby approved and accepted in their entirety
      and concurred in by me. I will hand you necessary documents called for on my
      part to comply with Escrow Instructions shown above, within the time as above
      provided, pay your escrow charges, my recording fees, charges for evidence
      of
      title as called for, whether or not this escrow is consummated.

     

    BUYER:

     

    /s/
      Glen Mac Leod     10/17/05

    GLEN
      MAC LEOD    Date

     

    Tax
      ID Number:___________

     

    I/We
      approve of the foregoing instructions and agree to sell and will deliver to
      you
      a properly executed Grant Deed, papers, instruments and/or funds required from
      me within the time limit specified herein, which you are authorized to deliver
      when you can issue your policy of title insurance as set forth above. I/We
      agree
      to pay any personal property taxes, or escaped assessments properly chargeable
      to me. You are instructed to use the money and record the instruments to comply
      with said instructions and to pay all encumbrances of record necessary without
      further approval including prepayment penalties to show title as herein
      provided. I agree to pay all customary costs and such other charges that are
      advanced for my account regardless of the consummation of this escrow, deducting
      same from my net sale proceeds. The undersigned Seller(s) hereby instruct
      Alliance Title to disburse their proceeds as follows:

    


    Hold
      check for pick up at your Alliance Title office in/at
      _____________________

    X
      Authorize check to be picked up by:

        Name:
      Jim
      Brondino

    Call
      when
      check is ready for pickup, phone #_______, contact

    Mail
      check to:  Name: _______________

    Address:
      _____________

    Transfer
      proceeds to: Escrow No.____________

        Title
      company _________________

        Address
      _________________

    Other
      -(ie: Overnight mail) - see attached sheet for further instructions

    


    SELLER:

     

    SECURED
      DIVERSIFIED INVESTMENT LTD

    A
      NEVADA CORPORATION

     

    /s/
      Jan Wallace         Oct.
      14, 2005

    JAN
      WALLACE, PRESIDENT    Date 

     

    Tax
      ID
      Number: 80-0068489

     

    
      /s/
        JW  /s/
        GEM

      Initials  Initials