2004 AGN MAR 02 Closed Session #2 Roger M Aguinaga Agua Mansa Property

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ARTICLE 3 PURCHASE PRICE 3.1. Purchase Price. The purchase price (the "Purchase Price") to be paid by Purchaser to Seller for the Property shall be Three and 20/100 Dollars ($3.20) per net usable square foot payable in cash at Closing. Prior to Closing, the Purchase Price shall be determined following completion of the calculation of the net usable square footage of the Property as performed by a surveyor pursuant to Section 5.1.2 of this Agreement. The calculation of the net usable square feet shall exclude only (i) land attributed to the future widening of Agua Mansa Road; (ii) portions of the Property located within currently required public rights-of-way and (ii) portions of the Property subject to casements which, by their terms, allow for no overlying use by the owner (i.e., no construction of overlying building improvements, landscaping, parking or other improvements or uses whatsoever). Dedications and exactions resulting from the Purchaser's use andJor development of the Property shall not be excluded from the calculation of net usable square feet. Prior to Close of Escrow, Seller and Purchaser will certify to Escrow the Purchase Price of the Property. 3.2. Earnest MoneV Deposit:, Upon full execution of the Agreement, Seller and Purchaser shall open an Escrow (as hereinafter defined) by depositing with Escrow a fully executed original of the Agreement. The "Opening of Escrow" shall occur on that date when Escrow receives a fully executed copy or executed counterparts of this Agreement. Escrow will notify Seller and Purchaser of such date as well as the other dates described herein that are based on the date of Opening of Escrow. Within five (5) business days after the Opening of Escrow, Purchaser shall deposit with Escrow the sum of Fifty Thousand and No/100 Dollars ($50,000) ("Earnest Money Deposit"). The Earnest Money Deposit may be invested by the Escrow as Purchaser directs in United States Treasury Bills or a federally insured money market account with all interest accruing thereon to be paid to Purchaser on demand or at Purchaser's election credited to the Purchase Price at Close of Escrow. Seller and Purchaser shall share equally the cost of the Escrow, but Purchaser shall bear the cost of any investment fee charged by the Escrow. If this Agreement is terminated: (a) by Purchaser pursuant to Article 4 hereof, then, provided Purchaser has complied with Article 4 hereof, the Earnest Money Deposit and any interest earned thereon shall be returned to Purchaser; (b) because of a material breach of this Agreement by Seller, then the Earnest Money Deposit and any interest earned thereon shall be returned to Purchaser; (c) pursuant to Section 5.4 hereof, provided Purchaser has complied with Article 4 hereof, the Earnest Money Deposit and any interest earned thereon shall be returned to Purchaser, or (d) by Purchaser, as a result of a material default by Seller pursuant to Section 6.3, the Earnest Money Deposit and any interest earned thereon shall be returned to Purchaser. Except as provided in the immediately preceding sentence, the Earnest Money Deposit shall be non-reftindable to Purchaser. The Earnest Money Deposit shall be applied to the Purchase Price at the Closing. 3.3 PURCHASER'S DEFAULT AND LIQUIDATED DAMAGES: PURCHASER AND SELLER AGREE THAT SHOULD PURCHASER DEFAULT IN PURCHASER'S OBLIGATION TO PURCHASE THE PROPERTY WITHIN THE TIME AND IN THE MANNER SPECIFIED IN THIS AGREEMENT, SELLER SHALL BE RELEASED FROM ALL OBLIGATIONS IN LAW OR EQUITY TO CONVEY THE RVBUS\LOU\664785.4 4