Contract of Sale—Cooperative Apartment

F. 8067--Contract of sale of cooperative apartment, 10-89.

Based on the Committee on Condominiums and Cooperatives of the Real Property Section of the New York State Bar Association Standard Form.

CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT

This Contract is made as of between the "Seller" and the "Purchaser" identified below.

1. Certain Definitions and Information

1.1 The "Parties" are:

Seller:

Address:

Prior names used by Seller:

Soc. Sec. No

Purchaser:

Address:

Soc. Sec. No.:

1.2. The "Attorneys" are (name, address and telephone):

For Seller:

For Purchaser:

1.3 The "Escrowee" is (name, address and telephone)

1.4 The "Managing Agent" is (name, address and telephone)

1.5 The name of the coop ative housing corporation er

("Corporation") is

1.6 The "Unit" number is

1.7 The Unit is located in "Premises" known as

1.8 The "Shares" are the

shares of the

Corporation allocated to the Unit.

1.9 The "Lease" is the proprietary lease for the Unit given by the

Corporation.

1.10 The "Broker" (see Par. 12) is

1.11 The "Closing" is the transfer of ownership of the Shares and

Lease, which is scheduled to occur on at

.M. (see Pars. 9

and 10)

1.12 The "Purchase Price" is

1.12. 1 the "Contract Deposit" is

1.12.2 the "Balance" of the Purchase Price due at Closing

$ (See Par. 2)

1.13 The "Maintenance" charge is the rent payable under the Lease which

at the date of this Contract is in the monthly amount of

$ (see Par. 4)

1.14 The "Assessment" is the additional rent payable under the Lease

which at the date of this Contract is

$ payable as follows:

1.15 The Party upon whom the Corporation imposes a "Flip Tax" or

similar transfer fee, if any, is (see Par. 11.3)

1.16 If Par. 19 (Financing Contingency) applies:

1.16.1 the "Loan Terms" are:

Amount Financed: or any lower amount applied for or acceptable

to Purchaser.

Payment Terms and Charges: The customary payment terms (including

prevailing fixed or adjustable interest rate, prepayment provisions and

maturity) and charges (including points, origination and other fees) then

currently being offered to purchasers of cooperative apartments by the

Institutional Lender (defined in Par. 19.5.1) to which Purchaser applies.

Security: Pledge of the Shares and Lease.

1. 16.2 the period for Purchaser to obtain a Loan Commitment Letter

30 business days after a fully executed counterpart of this Contract is

given to Purchaser.

1.17 The "Proposed Occupants" of the Unit are the following:

1 .17. 1 persons and relationship to Purchaser:

1.1 7.2 pets:

1.18 The Contract Deposit shall be held in a Non- interest bearing

escrow account. Interest shall be payable to the

neither purchaser or

seller

The escrow account shall be a

IOLA type account held at (See

Par. 28)

2. Agreement to Sell and Purchase; Purchase Price; Escrow

2.1 Seller agrees to sell and assign to Purchaser, and Purchaser agrees to

purchase and assume from Seller, the Seller's Shares and Lease for the

Purchase Price and upon the other terms and conditions stated in this

Contract.

2.2 The Purchase Price is payable to Seller by Purchaser as follows:

2.2.1 the Contract Deposit at the time of signing this Contract, by

Purchaser's collectible check to the order of Escrowee.

2.2.2 the Balance at Closing, only by cashier's, official bank or

certified check of Purchaser made payable to the direct order of Seller.

These checks shall be drawn on and payable by a branch of a commercial

or savings bank, savings and loan association or trust company located in

the same City or County as the Unit. Seller may direct, on not less than 3

business days' Notice (defined in Par. 17) prior to Closing, that all or a

portion of the Balance shall be made payable to persons other than Seller.

3. Personal Property

3.1 Subject to any rights of the Corporation or any holder of a mortgage

to which the Lease is subordinate, this sale includes all of Seller's

ownership, if any, of the following "Property" to the extent existing in the

Unit on the date hereof: the refrigerator, freezer, range, oven, microwave

oven, dishwasher, cabinets and counters, lighting fixtures, chandeliers,

wall-to-wall carpeting, plumbing fixtures, central air-conditioning and/or

window or sleeve units, washing machine, dryer, screens and storm

windows, window treatments, switch plates, door hardware, built-ins not

excluded in Par. 3.2 and

3.2 Specifically excluded from this sale is all personalty not included in

Par. 3.1 and

3.3 The Property shall not be purchased if Closing does not occur.

3.4 No consideration is being paid for the Property. Seller makes no

representation as to the condition of the Property. Purchaser shall take the

Property "as is" on the date of this Contract, except for reasonable wear

and tear, and except further, the appliances shall be in working order at

Closing.

3.5 At or prior to the time of Closing, Seller shall remove from the Unit

all the furniture, furnishings and other personally not included in this

sale, and repair any damage caused by such removal.

4. Representations and Covenants

4.1 Subject to any matter affecting title to the Premises (as to which

Seller makes no representations or covenants), Seller represents and

covenants that:

4.1.1 Seller is and shall at Closing be the sole owner of the Shares

and Lease with the full right and power to sell and assign them;

4.1.2 the Shares and Lease will at Closing be free and clear of liens

(other than the Corporation's general lien on the Shares, for which no

monies shall be owed), encumbrances and adverse interests ("Liens"); or

Seller will deliver to Purchaser at Closing all requisite terminations,

releases and/ or satisfactions executed in form suitable for filing and/or

recording, so as to remove of record, at Seller's expense, any such Liens;

4.1.3 the Shares were duly issued, fully paid for and are

non-assessable;

4.1.4 the Lease is, and will at Closing be, in full force and effect and

no notice of default under the Lease will be in effect at Closing;

4.1.5 the Maintenance and Assessments payable as of the date hereof

are as specified in Pars. 1.13 and 1.14. All sums due to the Corporation

will be fully paid by Seller to the end of the payment period immediately

preceding the date of Closing;

4.1.6 as of this date, Seller neither has actual knowledge nor has

received any written notice of (a) any increase in Maintenance or (b) any

proposed Assessment which has been either adopted or is under

consideration by the Board of Directors of the Corporation and not

reflected in the amounts set forth in Pars. 1.13 and 1.14;

4.1.7 Seller will not at Closing be indebted for labor or material

which might result in the filing of a notice of mechanic's lien against the

Unit or the Premises;

4.1.8 there are and at closing will be no violations of record which

the owner of the Shares and Lease would be obligated to remedy under

the terms of the Lease;

4.1.9 Seller has not made any alterations or additions to the Unit,

without any required consent of the Corporation;

4.1.10 Seller has not entered and will not enter into, and has no

actual knowledge of, any agreement (other than the Lease) affecting the

use and/ or occupancy of the Unit which would be binding on or

adversely affect Purchaser; and

4.1.11 Seller has been known by no other name for the past 10 years

except as set forth in Par. 1.1.

4.2 Purchaser represents and covenants that Purchaser is acquiring the

Shares and Lease solely for residential occupancy of the Unit by the

Proposed Occupants only and will so represent to the Corporation in

connection with Purchaser's application to the Corporation for approval

of this transaction by the Corporation.

4.3 The representations and covenants contained in Par. 4.1 shall survive

Closing, but any action based thereon must be instituted within I year

from Closing.

5. Corporate Documents

Purchaser has examined and is satisfied with or has waived the

examination of the Lease, and the Corporation's certificate of

incorporation, bylaws, house rules, most recent audited financial

statement and most recent statement of tax deductions available to the

Corporation's shareholders under Internal Revenue Code ("IRC") § 216

(or any successor statute).

6. Required Approval and References

6.1 This sale is subject to the approval of the Corporation.

6.2 Purchaser shall in good faith:

6.2.1 submit to the Corporation or its Managing Agent, within 10

business days after the receipt of a fully executed counterpart of this

Contract. an application for approval of this sale on the form required by

the Corporation containing such data and together with such documents

as the Corporation reasonably requires except for the Loan Commitment

Letter (defined in Par. 19.5.2), if applicable, which shall be submitted by

Purchaser within 3 business days after it is obtained;

6.2.2 attend (and cause any person who will reside in the Unit to

attend) one or more personal interviews, as requested by the Corporation;

and

6.2.3 promptly submit to the Corporation such further references,

data and documents reasonably requested by the Corporation.

6.3 Either Party, after learning of the approval or denial by the

Corporation of the application, shall promptly send Notice to the other

Party of the Corporation's decision. If approval or denial has not been

issued on or before the date set for Closing, the Closing shall be

adjourned for 30 business days for the purpose of obtaining such

approval unless otherwise agreed to by the Parties. If the approval of this

sale is not obtained by said adjourned date, either Party may cancel this

Contract on Notice to the other provided that the Corporation's approval

is not issued before Notice of cancellation is given. In the event of a

denial other than for Purchaser's bad faith conduct, this contract shall be

deemed cancelled. In the event of cancellation pursuant to this Par. 6, the

Escrowee shall refund the Contract Deposit to Purchaser. In case of a

denial or lack of approval due to Purchaser's bad faith conduct, Purchaser

shall be in default and Par. 13.1 shall govern.

7. Condition of Unit and Possession

7.1 Seller makes no representation as to the condition of the Unit.

Purchaser has inspected the Unit and shall take the same "as is", on the

date of this Contract, reasonable wear and tear excepted.

7.2 Seller shall deliver possession of the Unit at the Closing, vacant,

broom-clean and free of all occupants and rights of possession.

8. Risk of Loss

8.1 While Seller has legal title and is in possession of the Unit, Seller

assumes all risk of loss or damage ("Loss") to the Unit and Property from

fire or other cause not due to the fault of Purchaser or Purchaser's

contractors, agents or servants. In the event of a Loss, Seller shall have

the option (but not the obligation) to restore the Unit and Property to as

near as reasonably possible to the condition immediately prior to the

Loss.

8.2 Within 10 calendar days after the Loss occurs, Seller shall give

Notice to Purchaser of the Loss and whether or not Seller elects to restore

("Election Notice").

8.3 If Seller elects to restore, Seller must do so within 60 calendar days

after sending the Election Notice or by the Closing, whichever is later

("Restoration Period").

8.4 If the Closing is before such 60 calendar day period expires, then the

Closing shall be adjourned to a date and time fixed by Seller on not less

than 10 calendar days' prior Notice to Purchaser, but in no event shall the

Closing be adjourned for more than 70 calendar days after giving of the

Election Notice.

8.5 If Seller elects not to restore or fails, in a timely manner, to send the

Election Notice or, having sent the Notice, Seller fails to complete the

restoration within the Restoration Period, then Purchaser's sole remedy is

either to:

8.5.1 cancel this Contract in accordance with Par. 16 and recover all

sums theretofore paid on account of the Purchase Price; or

8.5.2 complete the purchase in accordance with this Contract,

without reduction in the Purchase Price or claim against Seller, but with

the right to receive any "Net Insurance Proceeds" as defined in Par. 8.6

together with an assignment to Purchaser, without recourse to Seller, of

any uncollected proceeds, which assignment shall be delivered by Seller

at Closing.

8.6 "Net Insurance Proceeds" are proceeds of Seller's insurance covering

the Loss which is attributable to the Unit and Property after deducting

legal and other collection expenses incurred by Seller and any sums paid

or incurred by Seller for restoration.

8.7 If Purchaser fails to exercise one of Purchaser's options pursuant to

Par. 8.5 by Notice to Seller within 7 business days after Seller gives the

Election Notice or within 7 business days after the Restoration Period

expires (in the event Seller fails to complete the restoration within the

Restoration Period), then Purchaser will be deemed to have conclusively

elected the option to complete the purchase pursuant to Par. 8.5.2.

8.8 If Purchaser is given possession of the Unit prior to Closing:

8.8.1 Purchaser assumes all risk of Loss to the Unit and Property

prior to Closing from fire or other cause not the fault of Seller or Seller's

contractors, agents, employees or servants; and

8.8.2 Purchaser shall be obligated to complete the purchase in

accordance with this Contract, without reduction in the Purchase Price or

claim against Seller and without delay.

8.9 Notwithstanding anything to the contrary in Par. 8.1, Purchaser shall

have the right to cancel this Contract in accordance with Par. 16 if, prior

to Closing and while Seller is in possession, through no fault of Purchaser

or Purchaser's contractors, agents, employees and servants, either:

8.9.1 a Loss occurs to the Unit which would cost more than 10%

of the Purchase Price to restore; or

8.9.2 more than 10% of the units in the Premises are damaged and

rendered uninhabitable by fire or other cause, regardless of whether the

Unit is damaged.

8.10 Purchaser shall be deemed to have waived Purchaser's right to

cancel under Par. 8.9 if Purchaser fails to elect to cancel by Notice to

Seller given within 7 business days after Seller gives Notice to Purchaser

of the event which gives rise to Purchaser's right to cancel. In the event

Purchaser waives or is deemed to have waived this right to cancel, the

provisions of Par. 8.5.2 shall apply.

9. Closing Location

The Closing shall be held at the location designated by the

Corporation, or (if none is designated), at the office of Seller's attorney.

10. Closing

10.1 At Closing, Seller shall deliver:

10.1.1 Seller's certificate for the Shares duly endorsed for transfer to

Purchaser or accompanied by a separate duly executed stock power to

Purchaser, and in either case, with any guarantee of Seller's signature

required by the Corporation;

10.1.2 Seller's counterpart original of the Lease and a duly executed

assignment thereof to Purchaser in the form required by the Corporation;

10.1.3 a written statement by an officer of the Corporation or its

authorized agent consenting to the transfer of the Shares and Lease to

Purchaser and setting forth the amounts and payment status of the

Maintenance and any Assessments;

10.1.4 executed FIRPTA document(s) (defined in Par. 26);

10.1.5 keys to the Unit, building entrances, garage, mailbox and any

locks in the Unit;

10.1.6 if requested, an assignment to Purchaser of Seller's interest in

the Property;

10.1.7 Net Insurance Proceeds and/or assignment of any uncollected

Net Insurance Proceeds, if applicable; and

10.1.8 instruments or other documents required under Par. 4.1.2, if

any.

10.2 At Closing, Purchaser shall:

10.2.1 pay the Balance in accordance with Par. 2.2.2;

10.2.2 execute and deliver to Seller and the Corporation an

agreement assuming the Lease, in the form required by the Corporation;

and

10.2.3 if requested by the Corporation, execute and deliver

counterparts of a new lease substantially the same as the Lease, for the

balance of the Lease term, in which case the Lease shall be cancelled and

surrendered to the Corporation together with Seller's assignment thereof

to Purchaser.

10.3 At Closing, the Parties shall provide the information necessary for

Internal Revenue Service ("IRS") Form 1099-S or other similar form

required.

10.4 At Closing, Seller shall provide, and the Parties shall execute, all

documents necessary to comply with any applicable transfer and/or gains

tax filings.

11. Closing Fees, Taxes and Apportionments

11.1 At Closing, Seller shall pay, if applicable:

11. 1.1 the processing fee(s) of the Corporation, its attorneys, and/or

agents, except as set forth in Par. 11.2.3;

11.1.2 the cost of stock transfer stamps;

11.1.3 the transfer tax and transfer gains tax.

11.2 At Closing, Purchaser shall pay:

11.2.1 the sales taxes, if any, on this sale, other than the transfer

stamps as provided for in Par. 11.1.2;

11.2.2 the cost of any title search; and

11.2.3 any fee to the Corporation or its agents and/ or attorneys

relating to Purchaser's financing.

11.3 At Closing, the Flip Tax, if any, shall be paid by the Party specified

in Par. 1.15.

11.4 At Closing, the Parties shall apportion as of 11:59 P.M. of the day

preceding the Closing, the Maintenance and any other periodic charges

due the Corporation (other than Assessments).

11.5 Assessments, whether payable in a lump sum or installments, shall

not be apportioned, but shall be paid by the Party who is the owner of the

Shares on the date specified by the Corporation for payment. Purchaser

shall pay any installments payable after Closing provided Seller had the

right to and elected to pay the Assessment in installments.

11.6 Each party covenants to the other that it will timely pay any taxes

for which it is primarily liable pursuant to law. This Par. 11.6 shall

survive Closing.

12. Broker

12.1 Each Party represents to the other that such Party has not dealt with

any other person acting as a broker, whether licensed or unlicensed, in

connection with this transaction other than the Broker named in Par. 1.10.

12.2 Seller shall pay the Broker's commission pursuant to a separate

agreement. The Broker shall not be deemed to be a third-party

beneficiary of this provision.

12.3 This Par. 12 shall survive the Closing.

13. Defaults, Remedies and Indemnities

13.1 In the event of a default or misrepresentation by Purchaser, Seller's

sole remedy shall be to terminate this Contract and retain the Contract

Deposit as liquidated damages, except there shall be no limitation on

Seller's remedies for a breach of Par. 12.1. In case of Purchaser's

misrepresentation or default, Seller's damages would be impossible to

ascertain and the Contract Deposit constitutes a fair and reasonable

amount of compensation.

13.2 In the event of a default or misrepresentation by Seller, Purchaser

shall have such remedies as Purchaser is entitled to at law or in equity,

including specific performance, because the Unit and possession thereof

cannot be duplicated.

13.3 Each Party indemnifies and holds harmless the other against and

from any claim, judgment, loss, liability, cost or expense resulting from

the indemnitor's breach of any of the representations or covenants stated

to survive Closing. This indemnity includes, without limitation,

reasonable attorneys' fees and disbursements, court costs and litigation

expenses. This Par. 13.3 shall survive the Closing.

13.4 Purchaser indemnifies and holds harmless Seller against and from

any claim, judgment, loss, cost or expense resulting from the Lease

obligations assumed by Purchaser. This indemnity includes, without

limitation, reasonable attorneys' fees and disbursements, court costs and

litigation expenses. This indemnity does not include or excuse a breach

of any representation or covenant by Seller in Par. 4.1. This Par. 13.4

shall survive the Closing.

13.5 In the event any instrument for the payment of the Contract Deposit

fails of collection, Seller shall have the right to sue on the uncollected

instrument. In addition, such failure of collection shall be a default under

this Contract, provided Seller gives Purchaser Notice of such failure of

collection and, within 3 business days after Notice is given, Escrowee

does not receive from Purchaser an unendorsed certified check, bank

check or immediately available funds in the amount of the uncollected

funds. Failure to cure such default shall entitle Seller to the remedy in

Par. 13.1 and to retain all sums as may be collected and/or recovered.

14. Entire Agreement; Modification

14.1 All prior oral or written representations, understandings and

agreements had between the Parties with respect to the subject matter of

this Contract, and with the Escrowee as to Par. 28, are merged in this

Contract, which alone fully and completely expresses their agreement.

14.2 A provision of this Contract may be changed or waived only in

writing signed by the Party (or Escrowee) to be charged.

14.3 The Attorneys may extend in writing any of the time limitations

stated in this Contract.

15. No Assignment by Purchaser

15.1 Purchaser may not assign this Contract or any of Purchaser's rights

hereunder and any purported assignment shall be null and void.

15.2 This Contract shall bind and inure to the benefit of the Parties hereto

and their respective heirs, personal and legal representatives and

successors in interest.

16. Cancellation for Other than Default or Misrepresentation

If Seller shall be unable to transfer the Lease and the Shares in

accordance with this Contract for any reason not due to Seller's willful

acts or omissions, then the sole obligation of Seller shall be to refund to

Purchaser the Contract Deposit and reimburse Purchaser for the actual

costs incurred for Purchaser's title or abstract search. Upon making such

refund, this Contract shall be cancelled and neither Party shall have any

further claim against the other hereunder.

17. Notices

17.1 Any notice or demand ("Notice") shall be in writing and either

delivered by hand or overnight delivery or sent by certified or registered

mail to the Party and simultaneously, in like manner, to such Party's

Attorney, if any, and to Escrowee at the addresses set forth in Par. 1, or to

such other address as shall hereafter be designated by Notice given

pursuant to this Par. 17.

17.2 Each Notice shall be deemed given on the same day if delivered by

hand or on the following business day if sent by overnight delivery, or

the second business day following the date of mailing.

17.3 The Attorneys are authorized to give any Notice specified in this

Contract on behalf of their respective clients.

17.4 Failure to accept a Notice does not invalidate the Notice.

18. Margin Headings

The margin headings do not constitute part of the text of this

Contract.

19. Financing Contingency

(delete if inapplicable)

19.1 Purchaser may cancel this Contract and recover the Contract Deposit

by following the procedure in Par. 19.4 if after complying with

Purchaser's "Financing Obligations" in Par. 19.2 below and Purchaser's

other obligations under this Contract:

19.1.1 Purchaser fails through no fault of Purchaser to obtain from

an "Institutional Lender" (defined in Par. 19.5.1) a "Loan Commitment

Letter" (defined in Par. 19.5.2) for financing on the Loan Terms and

within the time period stated in Par. 1.16 (the "Loan"); or

19.1.2 the Institutional Lender and the Corporation cannot agree on

the terms of an agreement for the protection of the Institutional Lender

(commonly called a recognition agreement), if required by the

Institutional Lender.

19.2 Purchaser's right to cancel under Par. 19.1 and recover the Contract

Deposit is conditioned upon Purchaser's diligent compliance with all of

the following "Financing Obligations":

19.2.1 Purchaser must apply in good faith for the Loan from an

Institutional Lender within 7 business days after a fully executed

counterpart of this Contract is given to Purchaser:

19.2.2 the Loan application must contain truthful, accurate and

complete information as required by the Institutional Lender; and

19.2.3 Purchaser must comply with all requirements of the

Institutional Lender to obtain the Loan Commitment Letter and to close

the Loan.

19.3 Purchaser may also cancel this Contract and recover the Contract

Deposit in accordance with the procedure in Par. 19.4 if:

19.3.1 the Closing is adjourned by Seller or the Corporation for

more than 30 business days from the date set for Closing in Par. 1.1 1;

and

19.3.2 the Loan Commitment Letter expires on a date more than 30

business days after the date set for Closing in Par. 1.11 and before the

new date set for Closing pursuant to Par. 19.3.1; and

19.3.3 Purchaser is unable in good faith to obtain from the

Institutional Lender an extension or a new Loan Commitment Letter for

the Amount Financed stated in Par. 1.16 or the same principal amount

stated in the expired Loan Commitment Letter, whichever is lower,

without paying any additional fees to the Institutional Lender (unless

Seller, within 5 business days after receipt of Notice of such fees, gives

Notice that Seller will pay such fees and pays them when due). All other

substantive Loan terms may be materially no less favorable than in the

expired Loan Commitment Letter.

19.4 In order to cancel pursuant to Par. 19.1 or 19.3, Purchaser

shall give Notice of cancellation to Seller within 7 business days

after the right to cancel arises. Purchaser's failure to timely give

such Notice of cancellation will be deemed a conclusive waiver

of such right to cancel. In case of cancellation pursuant to Par.

19.1, a copy of any loan refusal letter or non-complying Loan

Commitment Letter (as the case may be) issued by the

Institutional Lender shall accompany the Notice of cancellation, if

available, or if not then available, shall be provided promptly after

receipt. In case of cancellation pursuant to Par. 19.3, a copy of all

written communications between the Institutional Lender and

Purchaser concerning the extension or new loan commitment shall

accompany the Notice of cancellation (or a copy of any letter

refusing to extend the loan commitment or make a new loan

commitment received by Purchaser after sending the cancellation

Notice shall be sent to Seller promptly after receipt). Purchaser's

obligation under this Par. 19.4 shall survive the cancellation of

this Contract.

19.5 The definitions for certain terms used in this Par. 19 are:

19.5.1 an "Institutional Lender" is any bank, savings bank, savings

and loan association, trust company, credit union of which Purchaser is a

member, insurance company or governmental entity which is duly

authorized to issue a loan secured by the Shares and Lease in the state

where the Unit is located and is then currently extending similarly

secured loan commitments; and

19.5.2 a "Loan Commitment Letter" is a written offer to make the

Loan with or without recourse, and whether or not conditional upon any

factor other than an appraisal satisfactory to the Institutional Lender. An

offer to make the Loan which is conditional on obtaining a satisfactory

appraisal shall only become a Loan Commitment Letter upon such

condition being met.

20. Singular/Plural and Joint/Several

The use of the singular shall be deemed to include the plural, and

vice versa, whenever the context so requires. If more than one entity is

selling or purchasing the Unit, their obligations shall be joint and several.

21. No Survival

No representation and/or covenant contained herein shall survive

Closing except as expressly provided. Computational errors shall survive

and be corrected after Closing.

22. Inspections

Purchaser shall have the right to inspect the Unit at reasonable times

upon reasonable request to Seller, and within 48 hours prior to Closing.

23. Governing Law

This Contract shall be governed by the laws of the State of New

York. Any action or proceeding arising out of this Contract shall be

brought in the county where the Unit is located and the Parties hereby

consent to said venue.

24. Removal of Liens

24.1 Purchaser shall deliver or cause to be delivered to Seller or Seller's

Attorney, not less than 10 calendar days prior to Closing, a list of Liens,

if any, which may violate Par. 4.1.

24.2 Seller shall have a reasonable period of time to remove any such

Lien.

25. Cooperation of Parties

25.1 The Parties shall each cooperate with the other, the Corporation,

Purchaser's Institutional Lender and title company, if any, and obtain,

execute and deliver such documents as are reasonably necessary to close.

25.2 The Parties shall timely file or pre-file all required documents in

connection with all governmental filings that are required by law. Each

Party represents to the other that its statements in such filings will be true

and complete. This Par. 25.2 shall survive the Closing.

26. FIRPTA and Gains Tax

26.1 The Parties shall comply with IRC§§ 897, 1445 and related

provisions, as amended, and any substitute provisions of any successor

statute and the regulations thereunder ("FIRPTA"). The Seller shall

furnish to the Purchaser at or prior to Closing a Certification of Non-

foreign Status in accordance with FIRPTA. If the Seller fails to deliver

such certification by Closing, the Purchaser shall deduct and withhold

from the Purchase Price such sum required by law and remit such amount

to the IRS. In the event of such withholding by Purchaser, Seller's

obligations hereunder, including (but not limited to) the transfer of

ownership of the Shares and Lease, shall not be excused or otherwise

affected. In the event of any claimed over-withholding, Seller shall be

limited solely to an action against the IRS for a refund. Seller hereby

waives any right of action against Purchaser on account of such

withholding. This Par. 26.1 shall survive the Closing.

26.2 If a Real Property Transfer Gains Tax pre-filing is required by law,

Purchaser shall simultaneously herewith deliver to Seller a completed and

executed Transferee Questionnaire or the equivalent thereof.

27. Additional Conditions

27.1 Purchaser shall not be obligated to close unless at the time of the

Closing:

27.1.1 the Corporation is duly incorporated and in good standing;

and

27.1.2 the Corporation has fee or leasehold title to the Premises

whether or not marketable or insurable; and

27.1.3 there is no pending in rem action or foreclosure action of any

underlying mortgage affecting the Premises.

27.2 Purchaser shall give Seller Notice of any failure of any of the

conditions in Par. 27.1. If any condition in Par. 27.1 is not true and is not

cured within a reasonable period of time after giving said Notice, then

either Seller or Purchaser shall have the option to cancel this Contract

pursuant to Par. 16.

28. Escrow Terms

28.1 Escrowee acknowledges receipt of the check for the Contract

Deposit, subject to collection.

28.2 The check for the Contract Deposit shall be deposited by Escrowee

in a non-interest bearing escrow account and the proceeds held and

disbursed in accordance with the terms of this Contract. Upon Closing,

Escrowee shall deliver the Contract Deposit to Seller. In all other cases, if

either Party makes a demand upon Escrowee for delivery of the Contract

Deposit, Escrowee shall give Notice to the other Party of such demand. If

a Notice of objection to the proposed payment is not received from the

other Party within 7 business days after the giving of Notice by

Escrowee, time being of the essence Escrowee is hereby authorized to

deliver the Contract Deposit to the Party who made the demand. If

Escrowee receives a Notice of objection within said period, or if for any

other reason Escrowee in good faith elects not to deliver the Contract

Deposit, then Escrowee shall continue to hold the Contract Deposit and

thereafter pay it to the Party entitled when Escrowee receives (a) a Notice

from the objecting Party withdrawing the objection, or (b) a Notice

signed by both Parties directing disposition of the Contract Deposit or (c)

a judgment or order of a court of competent jurisdiction.

28.3 In the event of any dispute or doubt as to the genuineness of any

document or signature, or uncertainty as to Escrowee's duties, then

Escrowee shall have the right either to continue to hold the Contract

Deposit in escrow or to pay the Contract Deposit into court pursuant to

relevant statute.

28.4 The parties agree jointly to defend (by attorneys selected by

Escrowee), indemnify and hold harmless Escrowee against and from any

claim, judgment, loss, liability, cost or expense resulting from any

dispute or litigation arising out of or concerning Escrowee's duties or

services hereunder. This indemnity includes, without limitation,

disbursements and reasonable attorneys" fees either paid to retain

attorneys or representing the fair value of legal services rendered by

Escrowee to itself.

28.5 Escrowee shall not be liable for any error in judgment or for any act

done or step taken or omitted in good faith, or for any mistake of fact or

law, except for Escrowee's own gross negligence or willful misconduct.

28.6 The Parties acknowledge that Escrowee is merely a stakeholder.

Upon payment of the Contract Deposit pursuant to Par. 28.2 or 28.3

Escrowee shall be fully released from all liability and obligations with

respect to the Contract Deposit.

28.7 In the event Escrowee is the attorney for either Party, Escrowee

shall be entitled to represent such Party in any lawsuit.

28.8 Escrowee shall serve without compensation.

28.9 The signing of this Contract by Escrowee is only to evidence

Escrowee's acceptance of the terms and conditions of this Par. 28.

29. Binding Effect

This Contract shall not be binding unless a fully executed

counterpart thereof has been delivered to each of the Parties.

In Witness Whereof, the Parties hereto have duly executed this Contract as of the date first above written.

ESCROW TERMS AGREED TO: SELLER: PURCHASER:

By: ______________________________