RECIPROCAL PROMISE TO BUY AND SELL 

Between us,  BUYER, no second surname on account of his United States nationality of legal age, single, business person, with passport of the United States of America number 000000 and whom shall hereinafter de referred to as the "BUYER", and INVERSIONES, S.A. with corporate identity number 3-101-260986 represented in this act by its President, SELLER with residency identity card number 10188  and also acting in his personal capacity as sole shareholder of the corporation INVERSIONES, S.A. and whom shall hereinafter be referred to as the “SELLER”  and whom collectively shall be referred to as the “PARTIES” have agreed to enter into the following Reciprocal Promise to Buy and Sell which shall be governed by laws of the Republic of Costa Rica and in particular articles 1053 and the following clauses by which we MANIFEST AS FOLLOWS:

CONSIDERATIONS

TERMS AND CONDITIONS 

FIRST:  The Reciprocal Promise: The SELLER promises to SELL and transfer to the BUYER the property described above in the same conditions in which it has been described in this contract.  Likewise, the BUYER agrees to buy the PROPERTY described above, free from any liens, encumbrances, annotations and with the municipal and property taxes paid to date.   

SECOND:  SWORN DECLARATIONS OF THE SELLER:  The Seller herein declares the following: (A)  That the information contained in the title report attached as Appendix “A” to this contract is a true and accurate reflection of title to the property as of this date.  (B)  That there are no legal impediments on the property that would impede the Seller from transferring title to the property to the BUYER.  (C)  That the SELLER has not signed or entered into any other contract or sales deed which would limit the right to sell the property to the BUYER.   

THIRD: The Sales Price and Payment Schedule: The sales price for the property is TWO HUNDRED FIFTY THOUSAND DOLLARS [$250,000], currency of the United States of America.

FOURTH: Earnest Money Deposit And Payment Schedule. In this act the BUYER tenders an earnest money deposit of TWENTH FIVE THOUSAND DOLLARS [$25,000]  which shall be held in escrow and governed by the escrow clause contained in this contract.  The balance of the purchase price of TWO HUNDRED TWENTY FIVER THOUSAND DOLLARS [$225,000] shall be disbursed to the SELLER by way of a certified check issued from a Costa Rican bank at closing when the property transfer deed is signed and which in addition to the escrowed funds which shall be tendered to the SELLER by the escrow agent shall constitute a total disbursement to the SELLER of TWO HUNDRED AND FIFTY DOLLARS [$250,000].  The final payment and closing of the transfer of the property must be done no later than 6:00 P.M. ON MONDAY APRIIL 30^TH, 2008  assuming all the conditions in the agreement are satisfied. 

FIFTH: Earnest Money Escrow Agreement:  Whereas both BUYER and SELLER agree to place the earnest money deposit indicated above in the possession of a third party Escrow Agent and whereas Alliance Equity, S.A.  is willing to hold said funds as Escrow Agent for the benefit of BUYER and SELLER  the parties herein agree to the following regarding the earnest money deposit: (A) In the event of an alleged default or violation of  the terms or clauses of this contract by the SELLER, the BUYER shall notify the ESCROW AGENT and the SELLER of  such default in writing.  If after FIVE working days, the SELLER has not cured the default then the ESCROW AGENT shall disburse the earnest money deposit to the BUYER. (B) In the event of an alleged default or violation of  the terms or clauses of this contract by the BUYER, the SELLER shall notify the ESCROW AGENT and the BUYER of such default in writing. If, after FIVE working days, the BUYER has not cured the default then the ESCROW AGENT shall disburse the earnest money deposit to the SELLER.  (C) In the event of a dispute between the parties hereto as to the facts of a default, the validity or meaning of the escrow instructions both parties agree to submit to binding arbitration as per the arbitration clause below. In the event the BUYER does not complete the transaction by the agreed upon closing dates in this contract the SELLER shall be entitled to keep the earnest money deposit as a fixed and definitive indemnification for damages caused by the default or violation of the BUYER. In the event the SELLER does not complete the transaction on the closing date agreed upon in this contract then the BUYER shall have the right to request specific performance of the agreement so that the SELLER is obligated to transfer title by way of a public deed (escritura) to the BUYER plus any additional damages incurred as a result of the breach by the SELLER. 

SIXTH: Conditions: (1) Liens and Encumbrances:  At the time of closing the property shall be free from any liens, encumbrances, embargos, and annotations  of any kind.  The SELLER has walked the property boundary lines with the BUYER who understands their location.  The property title report on the date of closing must be identical to the property title report attached herein as Appendix “A”  (2) Habitability: Prior to execution of the property transfer deed, the property must delivered in a habitable condition, and with all the electrical, septic, sewer, water, and mechanical services in proper operation.  (3) Risk of Loss or Damage:  The risk of loss for any damage of whatever kind, including acts of god to the residential dwelling shall be the sole responsibility of the SELLER from the date of this contract and up and until possession of the property is delivered to the BUYER pursuant to the terms of this contract. 

SEVENTH: Transfer of the Property:  The BUYER has the option of taking title to the property by either requesting the SELLER transfer title to the BUYER or requesting the SELLER to transfer the totality of the corporate stock of the corporation INVERSIONES, S.A.

EIGTH: Property Taxes and Utilities:  The SELLER must provide the following documentation at the time of closing: (a) Property Taxes: Certification issued by the Municipal authorities indicating that the SELLER is current in any municipal and property tax payments. (b) Municipal Tax Filings: Copy of any filings with the Municipal government related to property valuation for property tax purposes (Declaración de Bienes Inmuebles) or a statement from the SELLER indicating that none has been filed through the date of closing. (c) Utilities: Lights and Water - The last TWO paid receipts for utility services, lights, water, which must be paid through, and including the date of closing. (d)  The Telephone Service:   The sale includes two telephone lines currently installed on the property and which shall be in operation when the final payment is made.  The telephone number’s are 222222 and 44444  The telephone service shall be paid in full at the time of closing and the SELLER shall sign any document or Power of Attorney requested by the BUYER to exert dominion and control over the telephone lines in the event the same cannot be transferred from SELLER  to BUYER. 

 NINTH:  INVENTORY:  The property is sold with inventory  set out in Appendix “B” all of which must be in the house ready for inspection by the BUYER at least 24 hours  before closing and delivered to the BUYER on the date of closing in the same condition as it is today.    

TENTH: Assignment to a Corporation: The BUYER may assign his rights pursuant to this contract to a Costa Rican corporation of  his choosing. 

ELEVENTH: The SELLER hereby agrees not to sell, lien, or encumber the property in any manner and warrants to the BUYER that (a) There are no disputes or claims regarding boundary lines, possession, occupation or ownership of the property (b) The property is not subject to any national conservation regimen, pubili or private or located in a Natural Reserve or Protected Zone that could limit the use of the property. (c) the Property will be free of occupants at the time title is transferred. 

TWELFTH: Closing Costs: (1) Costs related to the Reciprocal Promise to Buy and Sell: The cost of drafting the Reciprocal Promise to Buy and Sell is the sum of three hundred dollars which is paid by the SELLER. (2) Property Transfer Deed:   If the BUYER elects to transfer the title to the PROPERTY then the closing costs shall be the Notary Public transfer fees as established by the Costa Rican Bar Association and the applicable government  transfer taxes, registration fees and documentary stamps applicable on the date the transfer of property is carried out.  Under this circumstance all closing costs shall be paid by the BUYER.  

THIRTEENTH: Modifications.  Any modifications to the terms and conditions set forth in this contract must be in writing and signed by both parties. Both parties specifically rescind and thus leave with no effect any prior agreements whether oral, implied or in writing which relate to the purchase of the property as set forth above and acknowledge that the following is the full extent of their agreement. 

FOURTEENTH: ARBITRATION AGREEMENT: The parties agree that this agreement shall be governed exclusively by the Laws of the Republic of Costa Rica.  In the event that any conflict or dispute arises between the parties as to the facts of a default, or the validity, interpretation or meaning of this agreement; both parties agree to submit the final resolution of all disputes, claims and conflicts derived or somehow related to this agreement to arbitration before the Center for Arbitration and Dispute Resolution of the American Chamber of Commerce.  Said arbitration shall be resolved by a single arbitrator in law appointed by both parties or, in lack of agreement by the appropriate procedures of the Center for Arbitration and Dispute Resolution of the American Chamber of Commerce, in accordance with its regulations.  In all aspects of the procedures for arbitration the parties shall abide by the regulations of said arbitration center, which shall be in force at the time of initiation of arbitration. 

FIFTEENTH:  Estimation:  The parties estimate the value of this contract in the sum of $250,000. 

SIXTEENTH: Contractual Address for the Parties:  Any notices and communication regarding this contract shall be in writing and delivered to the parties to the following address:

SELLER:   _________________________________

BUYER:  ___________________________________

SEVENTEENTH: Public Instrument and Translation: The BUYER and BENEFICIAL SELLER have requested that the following contract be drafted in the English language since this is the language they read and understand. Either party may have this agreement elevated to a Public Instrument by having it translated into Spanish by either an official translator of the Ministry of Foreign Relations or a Notary Public of their choice pursuant to the regulations of the Costa Rican Notary Code.  In the event that this contract is recorded as a Public Instrument, the party that orders its recording shall provide a true copy of the recording to the other party. Signed in the city of San José, on the 30th day of MAY of the year 2007.