REAL ESTATE PURCHASE AND SALE AGREEMENT

REAL ESTATE PURCHASE AND SALE AGREEMENT Eltopia, Washington February 10, 2009 Received from (Buyer) the sum of Dollars in the form of check(s) for $ which must be bankable the following business day, however Broker reserves the right to deposit the funds no later than 10 days after mutual acceptance of this agreement. Funds will be deposited with Brock, Carpenter, McGuire, & DeWulf, P.S. by the Broker or by the Buyer. The earnest money will be applied as a credit to Buyer on the closing. 1. THE PROPERTY: The property to be purchased by Buyer consists of Seller s entire interest in: (a) that certain parcel of real property legally described on Exhibit A attached hereto and incorporated herein (hereinafter called the Property ); (b) any and all buildings, structures, or other improvements thereon; (c) timber, trees, plants and other crops located thereon; (d) if owned by Seller, any and all oil, gas, water, riparian rights, appropriative rights and mineral rights appurtenant thereto, (e) all easements, rights-ofway, road agreements and other rights or entitlements appurtenant thereto, and (f) any and all permits and approvals relating thereto. 2 AGENCY DISCLOSURE: At the signing of this Agreement the selling agent, Western Real Estate Auctions of Eltopia, Washington, represented Seller. Each party signing this document confirms that prior oral and/or written disclosure of agency was provided him/her in this transaction. Each party confirms that he/she has received and reviewed a pamphlet entitled, "The Law of Real Estate Agency." 3. PURCHASE PRICE: The total price is: Bid Price $ Buyer s Premium (10% of Bid Price) $ Final Sales Price $ 4. METHOD OF PAYMENT: All cash at closing 5. BUYER'S REPRESENTATION: Buyer represents that Buyer has sufficient funds available to close this sale in accordance with this Agreement and is not relying on any contingent source of funds unless otherwise set forth in this Agreement. 6. TITLE: Prior to bidding at the auction, Seller has provided a commitment to issue an owner s policy of title insurance for Buyer s review. Buyer will be purchasing the property free and clear of liens and in its current status as reflected in said commitment which has either been available prior to the auction or is available at the auction. Seller, at Seller s expense, shall furnish Buyer with a standard title Insurance Commitment ( Title Commitment ) in the customary form with limits not less than the Purchase Price Real Estate Purchase and Sale Agreement Page 1

showing title to the Property in the name of Seller, subject to the following permitted exceptions: (i) rights or claims of parties in possession not shown by the public records; (ii) easements or claims of easements not shown by the public records; (iii) encroachments, overlaps, boundary line disputes or other matters which would be disclosed by an accurate survey or inspection of the Property; (iv) any lien or right of lien for services, labor or material heretofore or hereinafter furnished, imposed by law and not shown by the public record; (v) taxes or special assessments which are not shown as existing liens; (vi) any water, mineral or other rights already granted or reserved by other parties, including but not limited to any mineral leases; (vii) the rights of any current tenants in possession of the Property;(viii) such easements, covenants, restrictions, conditions and other matters, if any, identified in the Title Commitment; and (ix) such easements, covenants, restrictions, conditions and other matters set forth in Agreements described in Sections 27. 7. 1031 EXCHANGE: If Seller elects to close this sale under provisions of under IRC 1031 the following shall apply: Buyer agrees that Seller may assign Seller s rights under this contract, in whole or in part, to a qualified intermediary, and that Buyer shall remit and transfer the net proceeds due Seller under this contract at closing into an escrow account which shall be designated by Seller. Buyer agrees to cooperate with Seller in accomplishing such exchange, provided that such exchange does not cause a delay in the date of closing or create any actual or potential liability or obligations on Buyer, which are in addition to Buyer s obligations under the other provisions of this contract. All cost and expenses associated with seller s exchange shall be paid by and are the sole responsibility of Seller If Buyer elects to close this sale under provisions of IRC 1031 the following shall apply: Seller agrees that Buyer may assign Buyer s rights under this contract to a qualified intermediary, and that the purchase price may be paid to Seller in whole or in part from an escrow account which has been established by Buyer with a qualified intermediary to facilitate Buyer s exchange. Seller agrees to cooperate with Buyer in accomplishing such exchange, provided that such exchange does not cause a delay in the date of closing or create any actual or potential liability or obligations on Seller, which are in addition to Seller s obligations under the other provisions of this contract. All cost and expenses associated with Buyer s exchange shall be paid by and are the sole responsibility of Buyer. 8. CONVEYANCE: If this Agreement provides for a cash sale, title shall be conveyed by Statutory Warranty Deed free of encumbrances and defects except those included in this Agreement or otherwise acceptable to Buyer. 9. UTILITIES: Seller makes no representation as to the availability of utility services. Real Estate Purchase and Sale Agreement Page 2

10. CLOSING COSTS AND PRORATIONS: Seller shall pay all customary and usual closing costs paid by Sellers of Real Estate in Adams County, Washington, including title insurance premiums, excise tax, one-half of document preparation, one-half of the escrow fees, real estate commission, and pro-ratable items (irrigation district charges are not pro-ratable unless agreed to by Buyer and Seller). Buyer shall pay all customary and usual closing costs paid by Buyers of Real Estate in Adams County, Washington, including recording fees, one-half of document preparation, one-half of escrow fees, sales or use tax, if any, and pro-ratable items. This sale shall be closed no later than March 11, 2009 by Brock, Carpenter, McGuire, & DeWulf, P.S. located in Ritzville, Washington. "Closing" means the date on which all documents are recorded and the sale proceeds are available for disbursement to Seller. Buyer and Seller shall deposit with closing agent all documents and monies required to complete this sale in accordance with this Agreement. 11. POSSESSION: Buyer shall be entitled to possession on closing unless other arrangements are made between Buyer and Seller. 12. ASSIGNMENT: Buyer's rights under this Agreement may not be assigned by Buyer without Seller s prior written consent, which consent shall not be unreasonably withheld. 13. FIRPTA COMPLIANCE: Seller and Buyer agree to comply with FIRPTA, if applicable. 14. NOTICES: Unless otherwise specified in this Agreement, any and all notices required to be given under this Agreement must be given in writing. Notices to Seller must be signed by at least one Buyer and shall be deemed to be given when actually received by or at the office of the Seller. Notices to Buyer must be signed by at least one Seller and shall be deemed to be given when actually received by or at the residence of Buyer, or by or at the office of Selling Broker. Both parties must keep Broker advised of their whereabouts. Broker has no responsibility for notices beyond calling the party or delivering the notice to the party's last known address. 15. COMPUTATION OF TIME: Unless otherwise expressly specified herein, any period of time specified in this Agreement shall expire at 4:00 p.m. of the last calendar day of the specified period of time, unless the last day is Saturday, Sunday or a legal holiday, as prescribed in RCW 1.16.050, in which event the specified period of time shall expire at 5:00 p.m. of the next business day. Any specified period of seven (7) days or less shall include business days only. 16. DEFAULT/TERMINATION: If the BUYER fails, without legal excuse (grounds), to complete the purchase of the property, SELLER shall have the option to: (a) Retain the earnest money as liquidated damages less any costs authorized under this agreement by SELLER, (b) Collect actual damages, or (c) Obtain specific performance together with any incidental damages. Real Estate Purchase and Sale Agreement Page 3

If the SELLER fails, without legal excuse (grounds), to complete the purchase of the property BUYER Shall have the option to: (a) Have the earnest money returned less any costs authorized under this Agreement by BUYER, or (b) Obtain specific performance together with any incidental damages. If a dispute should arise regarding the disbursement of any earnest money, the party holding the earnest money may interplead the funds into court and the party shall recover all cost and attorney fees associated with the interpleader action from the earnest money before any other disbursements are made. 17. GENERAL PROVISIONS: Time is of the essence. There are no verbal agreements which modify this Agreement. This Agreement constitutes the full understanding between Seller and Buyer. Buyer has personally observed the property and has reached Buyer s own conclusion as to the adequacy and acceptability of the property based upon such personal inspection. Unless otherwise expressly specified herein, square footage, dimensions and/or boundaries used in marketing the property are understood to be approximations and are not intended to be relied upon to determine the fitness or value of the property. 18. LEGAL AND TAX IMPLICATIONS: This Agreement affects your legal rights and obligations and will have tax implications, Agents are not permitted to give legal or tax advice. If you have any questions regarding this Agreement and the addendums, attachments or other related documents, you should consult an attorney or tax advisor. Further, if a dispute arises regarding this transaction, the prevailing party(ies) (i.e., Buyer, Seller or Broker) shall recover costs and reasonable attorney s fees, including those for appeals and the venue shall be in Franklin County, Washington. 19 FACSIMILE TRANSMISSION/COUNTERPARTS: Facsimile transmissions of any signed original document and retransmission of any signed transmission shall be the same as transmission of any original. At the request of either party or closing agent, the parties will confirm facsimile transmitted signatures by signing the original document. This Agreement may be executed in counterparts which shall have the same legal effect as if the signatures were contained all on one document 20. AS-IS/WHERE-IS SALE: SELLER makes no representations or warranties of any kind whatsoever to BUYER, except as expressly set forth in this Agreement. Without limitation to the generality of the foregoing, BUYER acknowledges and agrees as follows: a. That the property is to be conveyed by SELLER to BUYER in AS-IS/WHERE- IS condition, with any and all faults. BUYER acknowledges that the unconditional as-is nature of this transaction is a material inducement to SELLER to enter into this Agreement and to sell the property to BUYER at the purchase price and upon the other terms and conditions set forth herein. Real Estate Purchase and Sale Agreement Page 4

b. That except as specifically set forth in this Agreement, SELLER has not made, does not hereby make, and shall not make and expressly disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or nature whatsoever, whether express or implied, oral or written, past or present, with respect to the property, including but not limited to the following: (1) the nature, quality or condition of the soil, water rights, water (if any) or geology of the property, (2) existing conditions of the property for any particular purpose of development potential, (3) any income to be derived from the property, (4) the suitability of the property for any and all activities and uses which BUYER or any other party may conduct thereon, (5) the compliance of the property with any laws, rules, ordinances, covenants, conditions or restrictions of any governmental authority or any other person, (6) the habitability, merchantability or fitness of the property for any purpose, (7) the design of any improvements located on the property, (8) the nature or quality of construction, structural design, and/or engineering of such improvements, (9) the quality of labor and/or materials (including the composition thereof) used in such improvements, (10) the condition of the property with respect to any materials or substances which may now or hereafter be considered by any governmental authority or any other person to be dangerous, explosive, flammable, infectious or otherwise hazardous, and/or (11) any other matters with respect to the property. The disclaimer made in respect to solid waste, as defined by the United States Environmental Protection Agency regulations at 40 CFR Part 261 and/or the disposal of solid waste; and the existence of any hazardous substance as defined by the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and the regulations promulgated there under, as well as any comparable state or local laws, ordinances, rules or regulations. c. BUYER hereby acknowledges and agrees that BUYER has been given the opportunity to inspect the property as BUYER sees fit, and BUYER shall rely solely on such investigations and on such explicit representations or warranties as SELLER may make in this Agreement and not on any other information furnished by SELLER in making BUYER S decision to purchase or not to purchase the property. d. Except for such rights of BUYER as result from SELLER S explicit representations or contractual obligations hereunder, from and after the closing, BUYER hereby assumes all risks associated with ownership of the property and any defects that may be located thereon or associated therewith of any type or nature whatsoever, and BUYER shall be solely responsible for and shall indemnify, protect, defend and hold SELLER harmless from, all costs (including attorneys fees and court costs), expenses and all other claims, demands, costs, expenses, causes of action or other matters incurred in or associated with such ownership and with the presence, removal or repair of any such defect; provided, however, the indemnity of BUYER as set forth in this Section shall not extend to any third party claims brought directly against SELLER as a result of an event which occurred prior to the closing date. 21. TAX CLASSIFICATION: It is understood between the parties that the property has Real Estate Purchase and Sale Agreement Page 5

been classified as open space land, farm and agricultural land, or timber land under Chapter 84.34 R.C.W. The Buyer shall sign a Notice of Classification Continuance as a part of the Real Estate Excise Tax Affidavit in connection with this transaction. In the event all or a portion of such designation shall be removed, any additional or compensating tax imposed as a result thereof and any applicable interest or penalty thereon shall be paid by the Buyer. 22. CASUALTY LOSS: If, prior to closing, the property is destroyed or materially damaged by any means, Buyer may elect to terminate this Agreement and the earnest money shall be refunded to Buyer. 23. ENTIRE AGREEMENT: This document constitutes the entire agreement of the parties. There are no verbal or other agreements which modify or alter this agreement. Buyer and Seller further agree that they have read and understand all of the contents of this Real Estate Purchase and Sale-Agreement and Commitment for Title Insurance which has been made available for Buyer review. 24. CORRECTION OF LEGAL DESCRIPTION: SELLER and BUYER hereby authorize the Closing Agent to insert in over their signatures the correct legal description of the property, if such legal description is unavailable at the time of signing this Earnest Money Agreement and further authorize the Closing Agent to correct the legal description if said legal description is erroneous or incomplete. 25. SURVIVES CLOSING: All terms of this Agreement which are not satisfied or waived prior to closing shall survive closing. These terms shall include, but not be limited to, representations and warranties, attorney fees and costs, disclaimers, repairs, rents and utilities, etc. 26. OFFER TO PURCHASE: Buyer offers to purchase the property on the above terms and conditions. Seller shall have until 6:00 p.m. on February 11, 2009 to accept this offer, unless sooner withdrawn. Acceptance by Seller shall not be effective until a signed copy hereof is actually received by or at the office of the Selling Broker. If this offer is not so accepted, it shall lapse and the earnest money shall be refunded to Buyer. If subject has any CRP contracts add this clause 27. CRP PROGRAM: Buyer must assume all CRP contracts and agree to continue them through the expiration date of each contract. All documentation for the assumption will be completed at closing and must be approved by Farm Service Agency of the USDA prior to closing. Seller agrees to arrange release of all farming entities from all contracts other than the Seller and assign all contract income to the Buyer. Real Estate Purchase and Sale Agreement Page 6

Western Real Estate Auctions SELLING BROKER BUYER: By: (City, State, Zip) (Buyer's Phone Home/Work) ACCEPTANCE: On this date,, 2009 Seller agrees to sell the property on the terms and conditions set forth in this Agreement and further agree to pay a commission according to the terms of the listing agreement. Seller assigns to Broker a portion of the sale proceeds equal to the commission, and irrevocably authorizes and instructs the closing agent to disburse the commission directly to Broker at closing. Seller acknowledges receipt of a copy of this Agreement signed by both parties. SELLER: Date: Date: RECEIPT: On this date,, 2009, Buyer acknowledges receipt of a copy of this Agreement signed by both parties. BUYER BUYER Real Estate Purchase and Sale Agreement Page 7