Common use of Purchase Price and Manner of Payment Clause in Contracts

Purchase Price and Manner of Payment. 6.1 The Purchase Price is payable by the Purchaser to the Seller as consideration for the purchase of the Property. 6.2 The Purchaser shall pay the Purchase Price into the trust account of the Conveyancer within 30 (thirty) Business Days after Signature Date. The Conveyancer is hereby authorised to invest the Purchase Price with a registered bank in a special savings account on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of the Purchaser and shall be paid to the Purchaser. 6.3 In the event that the Agreement lapses by reason of the non-fulfilment of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreement, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon to the Purchaser. 6.4 On the Transfer Date after the transfer of the Property in favour of the Purchaser, the Purchase Price, excluding interest which accrued thereon whilst invested in the special savings account referred to in 6.2 shall be paid by the Conveyancer, on behalf of the Purchaser, to the Seller. The interest accrued shall be paid by the Conveyancer to the Purchaser. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account of the Purchaser.

Purchase Price and Manner of Payment. 6.1 The Purchase Price is payable by the Purchaser aggregate consideration to the Seller as consideration for the purchase of the Property. 6.2 The Purchaser shall pay the Purchase Price into the trust account of the Conveyancer within 30 (thirty) Business Days after Signature Date. The Conveyancer is hereby authorised to invest the Purchase Price with a registered bank in a special savings account on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of the Purchaser and shall be paid to Seller by Buyer for the PurchaserPurchased Assets (the “Purchase Price”) shall be as follows: (a) Concurrent with the execution and delivery of this Agreement, Buyer shall make a loan in an aggregate amount of $100,000 to Seller against the delivery and execution by Seller of a promissory note (the “Note”) and a Security Agreement (the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to Buyer. 6.3 In (b) Upon the event notice of the Escrow Agent that the Agreement lapses by reason escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the non-fulfilment date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released in accordance with the provisions of Section 9 hereof. (c) On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the Conditions Precedent amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or if cancelled its designee(s) solely upon delivery of notice of exercise of warrants issued by reason Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the breach of the Agreement by the Seller escrowed Buyer Stock not delivered to Kreido or terminated by agreementits designee on or before January 31, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon 2012, shall be returned to FRB) and cancelled and returned to the Purchaserstatus of authorized and unissued capital stock. 6.4 (e) On the Transfer Date Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the transfer of the Property in favour of the PurchaserClosing Date, the Purchase Price, excluding interest which accrued thereon whilst invested substantially in the special savings account referred to in 6.2 shall be paid by form attached hereto as Exhibit B (the Conveyancer, on behalf of the Purchaser, to the Seller. The interest accrued shall be paid by the Conveyancer to the Purchaser“Buyer Warrant”). 6.5 All payments (f) On the Closing Date, Buyer shall be made at Cape Town, free of bank, exchange accept and charges, assume the Assumed Contracts and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account of the PurchaserAssumed Liabilities.

Purchase Price and Manner of Payment. 6.1 The total purchase price (“Purchase Price”) to be paid for the Property shall be Dollars ($ ). The Purchase Price is shall be payable by the Purchaser as follows: 2.1 The Buyer agrees to the Seller as consideration for the purchase of the Property. 6.2 The Purchaser shall pay the Purchase Price into full purchase price in the trust account amount of 2.1.1 The sum of the Conveyancer within 30 Dollars (thirty$ ) Business Days after Signature Date. The Conveyancer is hereby authorised has been paid to invest the Purchase Price Seller by Buyer on as an initial bid deposit, and an additional payment of Dollars ($ ), upon notification of acceptance of Buyer’s bid, which together with a registered bank in a special savings account on the Purchaser's behalf in terms of section 78(2)(Ainitial deposit constitutes ten percent (10%) of the Attorneys Act Xx. 00 xx 0000 successful bid. 2.1.2 The funds noted in 2.1.1 shall be held as xxxxxxx money (xxx Xxxxxxxxx Xxx) pending “Xxxxxxx Money”). 2.2 Upon acceptance of this Bid by Seller, such Xxxxxxx Money shall secure the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be Buyer’s performance of this Agreement, and in the name event of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned default by Buyer in the special savings account performance of its obligations herein specified, Seller shall be for have the benefit of right to terminate this Agreement, and the Purchaser and Xxxxxxx Money shall be paid to Seller as liquidated damages as Seller’s sole remedy at law or in equity; and 2.3 Subsequent to the Purchaser. 6.3 In the event that the Agreement lapses by reason approval of the non-fulfilment of the Conditions Precedent or if cancelled by reason of the breach of the this Agreement by the parties, Seller or terminated may rescind the Agreement upon findings of the City of Bloomington Board of Public Works setting forth the reason for such rescission. If this Agreement shall be rescinded by agreementSeller, the Conveyancers will repay sole and exclusive remedy of Buyer shall be the money invested return of the Xxxxxxx Money paid to Seller which Xxxxx agrees shall constitute full compensation in trust in terms lieu of 6.1 above plus the interest earned thereon to the Purchaserany other legal or equitable remedy. Buyer hereby waives any other demand, claim, cause or action or remedy. 6.4 On the Transfer Date after the transfer 2.4 The balance of the Property in favour of the Purchaser, the Purchase Price, excluding interest which accrued thereon whilst invested in the special savings account referred subject to in 6.2 adjustments as set forth herein, shall be paid payable in certified funds or by electronic transfer of funds on the Conveyancer, on behalf of the Purchaser, to the Seller. The interest accrued shall be paid by the Conveyancer to the Purchaser“Closing Date” (as hereinafter defined). 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account of the Purchaser.

Purchase Price and Manner of Payment. 6.1 The total purchase price (the “Purchase Price”) to be paid for the Property shall be Thirteen Million Two Hundred Thousand and No/100 Dollars ($13,200,000.00). The Purchase Price is shall be payable by the Purchaser to the Seller as consideration for the purchase of the Propertyprovided in this Section 2. 6.2 2.1. Within five (5) business days after the Effective Date (as defined below), Buyer shall deposit Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) as xxxxxxx money (the “Xxxxxxx Money”), shall be held by First American Title Insurance Company, 000 Xxxxx 0xx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx, 00000 (“Escrow Agent” or “Title Company”) in accordance with the escrow receipt among Seller, Buyer and Escrow Agent attached hereto as Exhibit C and made a part hereof (the “Escrow Receipt”) and in accordance with the terms of this Agreement. 2.2. The Purchaser shall pay balance (i.e., the Purchase Price into less the trust Xxxxxxx Money) by wire transfer of funds to the Escrow Agent on the Closing Date, subject to prorations and adjustments as provided in this Agreement. 2.3. All costs of Escrow Agent, if any, with respect to the Xxxxxxx Money escrow shall be borne by Seller and Buyer equally. Escrow Agent shall deposit the Xxxxxxx Money in an interest bearing account if Buyer so directs and if Buyer provides Escrow Agent with a completed IRS W-9 form with all interest earned to be payable to Buyer upon the Closing (as defined below) or as otherwise set forth in this Agreement. 2.4. If this Agreement is terminated prior to the expiration of the Conveyancer within 30 (thirty) Business Days after Signature DateInspection Period, the parties agree that the Xxxxxxx Money shall be returned to Buyer. The Conveyancer is hereby authorised to invest After the Purchase Price with a registered bank in a special savings account on the Purchaser's behalf in terms of section 78(2)(A) expiration of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name Inspection Period, all of the Conveyancer but will Xxxxxxx Money shall belong to Seller and be identified with immediately released to Seller (unless otherwise expressly set forth in this Agreement) upon the Purchaser's name and a suitable reference to section 78(2)(A) Closing or earlier termination of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of the Purchaser and shall be paid to the Purchaserthis Agreement. 6.3 In the event that the Agreement lapses by reason 2.5. For purposes of the non-fulfilment of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreement, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon to the Purchaser. 6.4 On the Transfer Date after the transfer of the Property in favour of the Purchaser, allocating the Purchase Price, excluding interest which accrued thereon whilst invested in the special savings account referred parties agree to in 6.2 the following allocation for tax purposes and agree that any reporting shall be paid by consistent with the Conveyancer, on behalf of the Purchaser, to the Seller. The interest accrued shall be paid by the Conveyancer to the Purchaser. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account of the Purchaser.following: 2 DMNORTH #7708141 v4

Purchase Price and Manner of Payment. 6.1 A) The Purchase Price purchase price of the Property is payable no less then, unless otherwise adjusted for the value as determined by the Purchaser to appraisal contemplated herein, Four million three hundred ninety thousand United States Dollars ($4,390,000 USD) (the Seller as consideration for the purchase “Purchase Price”), where a portion of the Property. 6.2 The Purchaser shall pay the Purchase Price into the trust account of the Conveyancer within 30 Two million five hundred thousand United States Dollars (thirty$2,500,000 USD) Business Days after Signature Date. The Conveyancer is hereby authorised to invest the Purchase Price with a registered bank in a special savings account on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of the Purchaser and shall be paid to the Purchaser. 6.3 In the event that the Agreement lapses by reason of the non-fulfilment of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreement, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon to the Purchaser. 6.4 On the Transfer Date after the transfer of the Property in favour of the Purchaser, the Purchase Price, excluding interest which accrued thereon whilst invested in the special savings account referred to in 6.2 shall be paid by wire transfer to the Conveyancer, Seller by the Purchaser on behalf or before the Closing Date. This payment shall be contingent upon the achievement of the Purchaser’s fund raising goals. B) The remaining portion of the Purchase Price of One million eight hundred ninety thousand United States Dollars ($1,890,000 USD) shall be payable by transfer of JV Group, Inc. shares as listed on the OTC stock exchange of value equivalent to the Purchase Price as of the share price listed on the open market at the close of business on the day of the Appraisal. If the Appraisal occurs on a weekend or public holiday, the share price shall be set at the share price of the close of trading on the prior business day. The Seller understands that the shares paid to it shall be restricted pursuant to Rule 144 of the Securities and Exchange Act. The Seller understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that if acquired by Seller pursuant to the terms of this Agreement, the Shares would be acquired in a transaction not involving a public offering. The Seller further acknowledges that if the Shares are issued to it in accordance with the terms of this Agreement, the Shares may not be sold without registration under the Securities Act or the existence of an exemption from such registration. The Seller, as shareholder represents that it is familiar with Rule 144, promulgated under the Securities Act, as presently in effect, and understands the resale restrictions of a minimum of six months imposed by Rule 144. C) At least 30 days before the Closing Date, an Appraisal of the Property being acquired under this agreement shall occur. The Appraiser shall be an independent Appraiser licensed in the jurisdiction of the Property and shall be selected by the Seller. The interest accrued Both Parties agree that the Purchase Price shall be paid amended by the Conveyancer to the Purchaserthis appraisal. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account of the Purchaser.

Purchase Price and Manner of Payment. 6.1 (a) The Purchase Price is payable by the Purchaser to the Seller as consideration total purchase price for the purchase Shares shall be Three Hundred Eighty-One Thousand Three Hundred Seventy-Six and No/100 Dollars ($381,376.00) (the "Original Purchase Price") which amount will be payable to MRSC contemporaneously with the execution of the PropertyEmployment Agreement by delivery to MRSC of Shareholder's Promissory Note (the "Promissory Note") in such amount, which Promissory Note shall be substantially in the form of Attachment A hereto. 6.2 The Purchaser (b) MRSC shall pay the Purchase Price into the trust establish a bookkeeping account of the Conveyancer within 30 (thirty) Business Days after Signature Date. The Conveyancer is hereby authorised to invest the Purchase Price with a registered bank in a special savings account on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of Share holder (the Purchaser "Account") for the purpose of establishing a credit towards payment of the Promissory Note. In [March] of each of the five years commencing in 1999, a credit shall be made to the Account if certain performance goals are achieved with respect to the preceding fiscal year as hereinafter set forth. Additionally, all dividends declared and paid with respect to the Shares shall be credited to the Account Balance. Aggregate amounts credited to the Account shall be referred to herein as the "Account Balance." The Promissory Note shall become due and payable on the fifth anniversary thereof (the "Fifth Anniver sary"); provided, however, that in the event that Shareholder's employment with MRSC is terminated for any reason, including, without limitation, death or disability, prior to the Fifth Anniversary ("Termination"), the Promissory Note shall become due and payable on the Closing Date (as hereinafter defined) following the Termination and, provided further, that in the event MRSC exercises the Call Option, as hereinafter defined, prior to the Fifth Anniversary, the Promissory Note shall become due and payable on the Closing Date following such exercise (the "Call Option Closing Date"). If Shareholder is employed by MRSC on the Fifth Anniversary, the Account Balance shall be offset against amounts owing under the Promissory Note and any remaining amounts in the Account Balance shall be paid to Shareholder within [30] days following the Purchaser. 6.3 Fifth Anniversary. In the event that of Termination for Good Cause, other than due to death or Disability or without Good Reason, the Agreement lapses by reason Account Balance shall be deemed to be zero, and MRSC shall repurchase the Shares for the Original Purchase Price plus accrued interest on the Promissory Note pursuant to Section 9 of this Exhibit Agreement, which shall be offset against amounts owing under the Promissory Note. In the event of Termination for Good Reason or not for Good Cause, other than due to death or Disability, the Account Balance shall be credited with the target credit, determined in accordance with subparagraph (c) below, with respect to any further period for which such credit may be made, and the Account Balance shall be offset against amounts owing under the Promissory Note. In the event of Termination due to death or Disability, the Account Balance shall be offset against amounts owing under the Promissory Note. In the event of exercise of the non-fulfilment Call Option prior to the Fifth Anniversary, the Account Balance shall be credited with the target credit, determined in accordance with subparagraph (c) below, with respect to any further period for which such credit may be made, and the Account Balance shall be offset against amounts owing under the Promissory Note on the Call Option Closing Date and, if the Call Option is exercised with respect to all of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreementShares, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon to the Purchaser. 6.4 On the Transfer Date after the transfer of the Property in favour of the Purchaser, the Purchase Price, excluding interest which accrued thereon whilst invested any remaining amounts in the special savings account referred to in 6.2 Account Balance shall be paid by to Shareholder within (30) days following the Conveyancer, on behalf Call Option Closing Date; provided that if the Call Option is exercised with respect to a portion of the PurchaserShares, to any amounts remaining in the Seller. The interest accrued Account Balance shall not be paid by until the Conveyancer to the Purchaser. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account earlier of the PurchaserFifth Anniversary or the exercise of the Call Option with respect to all of the Shares.

Purchase Price and Manner of Payment. 6.1 3.1. The purchase price is Three Hundred Twenty One Million Two Hundred Fifty Thousand and 00/100 ($321,250,000.00) Dollars (the "Purchase Price is Price"), payable by the Purchaser to the Seller as consideration for the purchase follows: 3.1.1. Ten Million and 00/100 ($10,000,000.00) Dollars of the Property. 6.2 The Purchaser shall pay the Purchase Price into the trust on signing this Agreement, by wire transfer to an account of the Conveyancer within 30 (thirty) Business Days after Signature Date. The Conveyancer designated by Seller in immediately available federal funds, receipt whereof is hereby authorised acknowledged. 3.1.2. Three Hundred Eleven Million Two Hundred Fifty Thousand and 00/100 ($311,250,000.00) Dollars, plus or minus net adjustments and prorations provided for in Article 6 of this Agreement, at the Closing payable by wire transfer (to invest the Purchase Price with a registered bank an account designated by Seller at or prior to Closing) in a special savings account on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree immediately available federal funds; provided, however, that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit uncertified checks of the Purchaser and shall be paid payable to the Purchaserorder of Seller or its designees for an aggregate amount up to $100,000 shall (subject to collection) be acceptable for any adjustments payable to Seller at the Closing. 6.3 In 3.2. The amount of any past due unpaid taxes, assessments, business improvement district charges, public assembly charges, water charges and sewer rents which Seller is obligated to pay and discharge, with the event interest and penalties thereon to a date not earlier than that required by the Agreement lapses by reason title company insuring Purchaser's title to the Premises, may at the option of Seller be allowed to Purchaser out of the non-fulfilment balance of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreement, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon to the Purchaser. 6.4 On the Transfer Date after the transfer of the Property in favour of the Purchaser, the Purchase Price, excluding provided official bills therefor with interest and penalties thereon figured to said date are furnished by Seller at the Closing. The existence of any such taxes shall not be deemed objections to title if Seller shall comply with the foregoing requirements. 3.3. If on the date of Closing there are any other liens or encumbrances on the Premises other than those to which accrued thereon whilst invested Purchaser's title is to be subject hereunder, Seller may use any portion of the balance of the Purchase Price to satisfy the same, provided Seller shall simultaneously either (a) deliver to Purchaser at the Closing of title instruments in recordable form and sufficient to satisfy such liens and encumbrances of record, together with the cost of recording or filing said instruments or, (b) provided that Seller has made arrangements with the title company employed by Purchaser in advance of Closing, deposit with said title company sufficient monies, acceptable to and required by it, to assure the obtaining and the recording of such satisfactions and the issuance of title insurance to Purchaser free of any such liens and encumbrances. Purchaser, if request is made within a reasonable time prior to the Closing Date, agrees to provide at the Closing separate payments of immediately available federal funds or separate certified checks, as requested by Seller, aggregating the amount of the balance of the Purchase Price, to facilitate the satisfaction of any such liens or encumbrances. The existence of any such other liens and encumbrances shall not be deemed objections to title if Seller shall comply with the foregoing requirements. 3.4. For purposes hereof, a check (certified or uncertified) of Purchaser shall mean a check drawn by the grantee named in the special savings account referred deed to in 6.2 be delivered upon such Closing drawn upon a bank which is a member of the New York Clearing House Association, Inc. or Bank of Boston, N.A. payable directly to the order of Seller or the designee of Seller. In lieu of any such check, Purchaser may at its option deliver a bank check. 3.5. For purposes of this Agreement a "bank check" shall mean an official check of Bank of Boston, N.A. or of any bank which is a member of the New York Clearing House Association, Inc. drawn directly to the order of Seller or its designee, provided that the name of no third party shall appear upon such official check. 3.6. The sums deposited with the Seller pursuant to Section 3.1.1 shall be paid invested by the ConveyancerSeller in an account at Bankers Trust Company (bearing interest at the day-to-day savings rate). Whether or not the Closing shall occur hereunder, on behalf of the party, whether Seller or Purchaser, entitled to receive the sums deposited with the Seller pursuant to Section 3.1.1 shall also be entitled to receive, and Seller shall deliver to such person, either it or the Purchaser, to all interest earned on such sums in accordance with the Sellerprovisions of the preceding sentence. The party receiving such sums and interest accrued shall pay any income taxes on such interest. Each party's taxpayer identification number is set forth after the signature of such party at the end of this Agreement. Any such interest shall not be paid by deemed to be a credit to Purchaser against the Conveyancer to the PurchaserPurchase Price. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account of the Purchaser.

Purchase Price and Manner of Payment. 6.1 The total purchase price (“Purchase Price”) to be paid by Buyer for the Property shall be Five Million Nine Hundred Twenty Five Thousand and No/100 Dollars ($5,925,000.00). The Purchase Price is shall be payable as follows: 2.1. Provided both parties have executed and delivered this Agreement, and upon the earlier of the occurrence of: (i) the approval or waiver of all of the conditions precedent and Buyer’s Contingencies as set forth in Section 3 hereof, or (ii) the expiration of the Due Diligence Period (as defined below), Buyer shall deposit One Hundred Seventy-Five Thousand and No/100 Dollars ($175,000.00) (“Xxxxxxx Money”) into escrow to be deposited and held in an interest-bearing account with First American Title Insurance Company (“Title Company”) and held by the Purchaser to Title Company in accordance with the Seller as consideration for the purchase of the Property. 6.2 The Purchaser shall pay the Purchase Price into the trust account of the Conveyancer within 30 (thirty) Business Days after Signature Dateattached Escrow Receipt among Seller, Buyer and Title Company. The Conveyancer is hereby authorised to invest the Purchase Price with a registered bank in a special savings account All interest on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference Xxxxxxx Money shall accrue to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of Buyer. The Xxxxxxx Money shall be fully refundable until the Purchaser expiration of the Due Diligence Period (as defined, and as may be extended, in Section 3.7 below) and the approval of all of Buyer’s Contingencies in the event (i) Buyer elects to terminate this Agreement pursuant to Section 3 hereof; (ii) Seller defaults in any of its obligations under this Agreement; or (iii) this Agreement terminates for any other reason during the Due Diligence Period. After the expiration of the Due Diligence Period, all Xxxxxxx Money shall be non-refundable to Buyer, and if the Closing does not occur, shall be paid to Seller in accordance with Section 16 hereof, unless Seller thereafter defaults in any of its obligations under this Agreement, in which case the PurchaserXxxxxxx Money shall be refunded to Buyer. All Xxxxxxx Money shall be applied to the Purchase Price at Closing. 6.3 In the event that the Agreement lapses by reason 2.2. The remainder of the non-fulfilment of the Conditions Precedent Purchase Price in cash or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreement, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon to the Purchaser. 6.4 On the Transfer Date after the wire transfer of funds on the Property in favour of the Purchaser, the Purchase Price, excluding interest which accrued thereon whilst invested in the special savings account referred to in 6.2 shall be paid by the Conveyancer, on behalf of the Purchaser, to the Seller. The interest accrued shall be paid by the Conveyancer to the PurchaserClosing Date. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account of the Purchaser.

Purchase Price and Manner of Payment. 6.1 A) The purchase price of the Property is Nine Hundred Thousand United States Dollars ($900,000.00 USD) (the “Purchase Price”). B) The Purchase Price is shall be payable by transfer of JV Group, Inc. shares as listed on the Purchaser OTC stock exchange of value equivalent to the Seller as consideration for the purchase of the Property. 6.2 The Purchaser shall pay the Purchase Price into the trust account as of the Conveyancer within 30 (thirty) Business Days after Signature Dateshare price listed on the open market at the close of business on the day of the Appraisal. If the Appraisal occurs on a weekend or public holiday, the share price shall be set at the share price of the close of trading on the prior business day. The Conveyancer Seller understands that the shares paid to it shall be restricted pursuant to Rule 144 of the Securities and Exchange Act. The Seller understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that if acquired by Seller pursuant to the terms of this Agreement, the Shares would be acquired in a transaction not involving a public offering. The Seller further acknowledges that if the Shares are issued to it in accordance with the terms of this Agreement, the Shares may not be sold without registration under the Securities Act or the existence of an exemption from such registration. The Seller, as shareholder represents that it is hereby authorised to invest familiar with Rule 144, promulgated under the Securities Act, as presently in effect, and understands the resale restrictions of a minimum of six months imposed by Rule 144. C) At least 30 days before the Closing Date, an Appraisal of the Property being acquired under this agreement shall occur. The Appraiser shall be an independent Appraiser licensed in the jurisdiction of the Property and shall be selected by the Seller. Both Parties agree that the Purchase Price with a registered bank in a special savings account on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of the Purchaser and shall be paid to the Purchaseramended by this appraisal. 6.3 In the event that the Agreement lapses by reason of the non-fulfilment of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreement, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon to the Purchaser. 6.4 On the Transfer Date after the transfer of the Property in favour of the Purchaser, the Purchase Price, excluding interest which accrued thereon whilst invested in the special savings account referred to in 6.2 shall be paid by the Conveyancer, on behalf of the Purchaser, to the Seller. The interest accrued shall be paid by the Conveyancer to the Purchaser. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account of the Purchaser.

Purchase Price and Manner of Payment. 6.1 (a) The Purchase Price is payable by the Purchaser to the Seller as consideration total purchase price for the purchase Shares shall be Three Hundred Eighty-One Thousand Three Hundred Seventy-Six and No/100 Dollars ($381,376.00) (the "Original Purchase Price") which amount will be payable to MRSC contemporaneously with the execution of the PropertyEmployment Agreement by delivery to MRSC of Shareholder's Promissory Note (the "Promissory Note") in such amount, which Promissory Note shall be substantially in the form of Attachment A hereto. 6.2 The Purchaser (b) MRSC shall pay the Purchase Price into the trust establish a bookkeeping account of the Conveyancer within 30 (thirty) Business Days after Signature Date. The Conveyancer is hereby authorised to invest the Purchase Price with a registered bank in a special savings account on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of Shareholder (the Purchaser "Account") for the purpose of establishing a credit towards payment of the Promissory Note. In [March] of each of the five years commencing in 1999, a credit shall be made to the Account if certain performance goals are achieved with respect to the preceding fiscal year as hereinafter set forth. Additionally, all dividends declared and paid with respect to the Shares shall be credited to the Account Bal- ance. Aggregate amounts credited to the Account shall be referred to herein as the "Account Balance." The Promissory Note shall become due and payable on the fifth anniversary thereof (the "Fifth Anniversary"); provided, however, that in the event that Shareholder's employment with MRSC is terminated for any reason, including, without limitation, death or disability, prior to the Fifth Anniversary ("Termination"), the Promissory Note shall become due and payable on the Closing Date (as hereinafter defined) following the Termination and, provided further, that in the event MRSC exercises the Call Option, as hereinafter defined, prior to the Fifth Anniversary, the Promissory Note shall become due and payable on the Closing Date following such exercise (the "Call Option Closing Date"). If Shareholder is employed by MRSC on the Fifth Anniversary, the Account Balance shall be offset against amounts owing under the Promissory Note and any remaining amounts in the Account Balance shall be paid to Shareholder within [30] days following the Purchaser. 6.3 Fifth Anniversary. In the event that of Termination for Good Cause, other than due to death or Disability or without Good Reason, the Agreement lapses by reason Account Balance shall be deemed to be zero, and MRSC shall repurchase the Shares for the Original Purchase Price plus accrued interest on the Promissory Note pursuant to Section 9 of this Exhibit Agreement, which shall be offset against amounts owing under the Promissory Note. In the event of Termination for Good Reason or not for Good Cause, other than due to death or Disability, the Account Balance shall be credited with the target credit, determined in accordance with subparagraph (c) below, with respect to any further period for which such credit may be made, and the Account Balance shall be offset against amounts owing under the Promissory Note. In the event of Termination due to death or Disability, the Account Balance shall be offset against amounts owing under the Promissory Note. In the event of exercise of the non-fulfilment Call Option prior to the Fifth Anniversary, the Account Balance shall be credited with the target credit, determined in accordance with subparagraph (c) below, with respect to any further period for which such credit may be made, and the Account Balance shall be offset against amounts owing under the Promissory Note on the Call Option Closing Date and, if the Call Option is exercised with respect to all of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreementShares, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon to the Purchaser. 6.4 On the Transfer Date after the transfer of the Property in favour of the Purchaser, the Purchase Price, excluding interest which accrued thereon whilst invested any remaining amounts in the special savings account referred to in 6.2 Account Balance shall be paid by to Shareholder within (30) days following the Conveyancer, on behalf Call Option Closing Date; provided that if the Call Option is exercised with respect to a portion of the PurchaserShares, to any amounts remaining in the Seller. The interest accrued Account Balance shall not be paid by until the Conveyancer to the Purchaser. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account earlier of the PurchaserFifth Anniversary or the exercise of the Call Option with respect to all of the Shares.

Purchase Price and Manner of Payment. 6.1 The Purchase Price is payable by the Purchaser to the Seller as consideration purchase price for the purchase all of the Property. 6.2 The outstanding Company Common Stock shall be $73,700,000.00 (the “Base Purchase Price”) plus or minus the adjustments determined pursuant to Sections 5.12, 5.13 and 5.14 (the Base Purchase Price, as so adjusted, is the “Purchase Price”). By 1:00p.m Central Standard Time on the Closing Date, Purchaser shall pay the Purchase Price into to Seller by wire transfer of same day funds to an account or accounts designated by Seller and communicated in writing to Purchaser. Notwithstanding the trust account of the Conveyancer within 30 (thirty) Business Days after Signature Date. The Conveyancer is hereby authorised to invest foregoing, the Purchase Price may be adjusted after Closing in any manner set forth herein. Contemporaneous with a registered bank Purchaser’s execution of this Agreement, Purchaser will deposit with the Escrow Agent an amount equal to $5,000,000.00 (the “Xxxxxxx Money”) pursuant to the terms of the Escrow Agreement. In the event the Closing occurs, the Xxxxxxx Money shall be applied (with interest) against the Purchase Price. If the Closing does not occur, the Escrow Agent shall pay the Xxxxxxx Money to the Company or return it to Purchaser in a special savings account accordance with this paragraph and the terms of the Escrow Agreement. In the event Purchaser breaches this Agreement by failing or refusing to close the transaction contemplated hereby on the Purchaser's behalf in terms of section 78(2)(A) Closing Date and each of the Attorneys Act Xx. 00 xx 0000 conditions contained in Sections 6.1 and 6.2 otherwise has been either fulfilled in all material respects or waived, the Escrow Agent shall pay the Xxxxxxx Money to the Company as liquidated damages in lieu of all other damages (xxx Xxxxxxxxx Xxx) pending and as Seller’s and the Transfer DateCompany’s sole remedy in such event). The Parties agree acknowledge that – 6.2.1 the money so invested will not constitute trust monies as contemplated extent of damages to Seller and the Company occasioned by such failure or refusal by Purchaser would be impossible or extremely impractical to ascertain and that the Attorneys Act; 6.2.2 the special savings account will be in the name amount of the Conveyancer but will be identified with Xxxxxxx Money is a fair and reasonable estimate of such damages under the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of the Purchaser and shall be paid to the Purchaser. 6.3 circumstances. In the event that the Agreement lapses by reason Xxxxxxx Money is not applied to the Purchase Price at Closing or retained pursuant to the foregoing provisions of the non-fulfilment of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreementthis paragraph, the Conveyancers will repay Escrow Agent shall return the money invested in trust in terms of 6.1 above plus the interest earned thereon Xxxxxxx Money to the PurchaserPurchaser without interest. 6.4 On the Transfer Date after the transfer of the Property in favour of the Purchaser, the Purchase Price, excluding interest which accrued thereon whilst invested in the special savings account referred to in 6.2 shall be paid by the Conveyancer, on behalf of the Purchaser, to the Seller. The interest accrued shall be paid by the Conveyancer to the Purchaser. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account of the Purchaser.

Purchase Price and Manner of Payment. 6.1 The purchase price for all of the outstanding Company Common Stock shall be Fifty-Three Million Dollars ($53,000,000) (the “Base Purchase Price”) plus or minus the adjustments determined pursuant to Sections 5.12 - 5.14 hereof (the Base Purchase Price as so adjusted is payable by the Purchaser to “Purchase Price”). At the Seller as consideration for the purchase of the Property. 6.2 The Closing, Purchaser shall pay the Purchase Price into to Sellers by wire transfer of same day funds to an account or accounts as designated by the trust account Sellers in writing to Purchaser no later than five (5) days prior to the Closing Date. Contemporaneous with Purchaser’s execution of this Agreement, Purchaser will deposit with the Escrow Agent Five Million Dollars ($5,000,000) (the “Xxxxxxx Money”) pursuant to the terms of the Conveyancer within 30 Escrow Agreement. In the event the Closing occurs, the Xxxxxxx Money shall be applied (thirtywith interest) Business Days after Signature Dateagainst the Purchase Price. If the Closing does not occur, the Escrow Agent shall pay the Xxxxxxx Money to the Company or return it to Purchaser in accordance with this paragraph and the terms of the Escrow Agreement. In the event Purchaser breaches this Agreement by failing or refusing to close the transaction contemplated hereby on the Closing Date and each of the conditions contained in Section 6.1 and Section 6.2 otherwise has been either fulfilled in all material respects or waived, the Escrow Agent shall pay the Xxxxxxx Money to the Company as liquidated damages in lieu of all other damages (and as Sellers’ and the Company’s sole remedy in such event). The Conveyancer parties hereto acknowledge that the extent of damages to Sellers and the Company occasioned by such failure or refusal by Purchaser would be impossible or extremely impractical to ascertain and that the amount of the Xxxxxxx Money is hereby authorised a fair and reasonable estimate of such damages under the circumstances. In the event the Xxxxxxx Money is not applied to invest the Purchase Price with a registered bank in a special savings account on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of the Purchaser and shall be paid at Closing or retained pursuant to the Purchaser. 6.3 In the event that the Agreement lapses by reason foregoing provisions of the non-fulfilment of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreementthis paragraph, the Conveyancers will repay Escrow Agent shall return the money invested in trust in terms of 6.1 above plus the interest earned thereon Xxxxxxx Money to the PurchaserPurchaser with interest. 6.4 On the Transfer Date after the transfer of the Property in favour of the Purchaser, the Purchase Price, excluding interest which accrued thereon whilst invested in the special savings account referred to in 6.2 shall be paid by the Conveyancer, on behalf of the Purchaser, to the Seller. The interest accrued shall be paid by the Conveyancer to the Purchaser. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account of the Purchaser.

Purchase Price and Manner of Payment. 6.1 The total purchase price (“Purchase Price”) to be paid by Buyer for the Property shall be Six Million Five Hundred Sixty Nine Thousand Five Hundred and No/100 Dollars ($6,569,500.00). The Purchase Price is shall be payable as follows: 2.1. Provided both parties have executed and delivered this Agreement, and upon the earlier of the occurrence of: (i) the approval or waiver of all of the conditions precedent and Buyer’s Contingencies as set forth in Section 3 hereof, or (ii) the expiration of the Due Diligence Period (as defined below), Buyer shall deposit One Hundred Seventy-Five Thousand and No/100 Dollars ($175,000.00) (“Xxxxxxx Money”) into escrow to be deposited and held in an interest-bearing account with First American Title Insurance Company (“Title Company”) and held by the Purchaser to Title Company in accordance with the Seller as consideration for the purchase of the Property. 6.2 The Purchaser shall pay the Purchase Price into the trust account of the Conveyancer within 30 (thirty) Business Days after Signature Dateattached Escrow Receipt among Seller, Buyer and Title Company. The Conveyancer is hereby authorised to invest the Purchase Price with a registered bank in a special savings account All interest on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference Xxxxxxx Money shall accrue to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of Buyer. The Xxxxxxx Money shall be fully refundable until the Purchaser expiration of the Due Diligence Period (as defined, and as may be extended, in Section 3.7 below) and the approval of all of Buyer’s Contingencies in the event (i) Buyer elects to terminate this Agreement pursuant to Section 3 hereof; (ii) Seller defaults in any of its obligations under this Agreement; or (iii) this Agreement terminates for any other reason during the Due Diligence Period. After the expiration of the Due Diligence Period, all Xxxxxxx Money shall be non-refundable to Buyer, and if the Closing does not occur, shall be paid to Seller in accordance with Section 16 hereof, unless Seller thereafter defaults in any of its obligations under this Agreement, in which case the PurchaserXxxxxxx Money shall be refunded to Buyer. All Xxxxxxx Money shall be applied to the Purchase Price at Closing. 6.3 In the event that the Agreement lapses by reason 2.2. The remainder of the non-fulfilment of the Conditions Precedent Purchase Price in cash or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreement, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon to the Purchaser. 6.4 On the Transfer Date after the wire transfer of funds on the Property in favour of the Purchaser, the Purchase Price, excluding interest which accrued thereon whilst invested in the special savings account referred to in 6.2 shall be paid by the Conveyancer, on behalf of the Purchaser, to the Seller. The interest accrued shall be paid by the Conveyancer to the PurchaserClosing Date. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account of the Purchaser.

Purchase Price and Manner of Payment. 6.1 The total purchase price ("Purchase Price is payable by the Purchaser Price") to the Seller as consideration be paid for the purchase that portion of the Property. 6.2 The Purchaser shall pay the Purchase Price into the trust account of the Conveyancer within 30 (thirty) Business Days after Signature Date. The Conveyancer is hereby authorised to invest the Purchase Price with a registered bank Property set forth in a special savings account on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account Sections 1.1-1.13 shall be for the benefit of the Purchaser Ninety Million and 00/100 Dollars ($90,000,000.00) and shall be paid to the Purchaser. 6.3 In the event that the Agreement lapses by reason of the non-fulfilment of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreement, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon to the Purchaser. 6.4 On the Transfer Date after the transfer allocated amongst separate elements of the Property in favour as set forth on Schedule 2. Buyer and Seller agree to use the respective allocations among the elements of the PurchaserProperty as set forth on Schedule 2 for federal income tax purposes. The purchase price for the Additional Purchase Items as set forth in Section 1.14 shall be determined and paid in accordance with Section 2.4 hereof. 2.1. Buyers have deposited with Partners Title Company, 712 Xxxx, Xxxxx 0000X, Xxxxx Xxxxxxxx Xxxk Xxxxxxxx, Xxxxxxx, Xxxxx 00000-0000, Xxtn: Sandxx Xxxxx ("Xscrow Holder") $2,000,000 (the "Earnxxx Xxxey"). The Earnxxx Xxxey shall be held by the Escrow Holder and shall be disbursed as provided herein. If the acquisition and sale of the Property as contemplated hereunder shall close pursuant to the terms and conditions of this Agreement, the Earnxxx Xxxey shall be applied on the Closing Date as part of the cash portion of the Purchase Price. If Buyers shall terminate this Agreement in its entirety pursuant to a specific right to terminate this Agreement as provided for herein, excluding interest which accrued thereon whilst invested in the special savings account referred to in 6.2 $1,930,000 shall be paid refunded to Buyers, and the remaining $70,000 shall belong to Sellers, provided that Sellers shall not be in default under this Agreement. 2.2. $20,500,000.00 in cash on the Closing Date. 2.3. The balance of $67,500,000 by execution and delivery of a nonrecourse promissory note for each Motel (individually a "Purchase Money Note" and collectively the "Purchase Money Notes") by the Conveyancer, on behalf of the Purchaser, applicable Buyer to the Seller. The interest accrued shall be paid by applicable Seller on the Conveyancer Closing Date evidencing the purchase money loan from Sellers to Buyers (individually a "Purchase Money Loan" or collectively the Purchaser. 6.5 All payments shall be made at Cape Town, free "Purchase Money Loan") the terms and conditions of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account of the Purchaser.which are described as follows:

Purchase Price and Manner of Payment. 6.1 The purchase price for the Work is ELEVEN MILLION AND FIVE HUNDRED THOUSAND DOLLARS ($11,500,000) (the “Purchase Price”). The Purchase Price is shall be paid in monthly installments on or within two business days of (i) a date prior to the Final Closing Date on which Masterworks 074, LLC, an entity formed to hold and facilitate investment in the Work (“Issuer”) has received subscriptions in the Offering (as defined in Section 9 below) of at least SEVEN MILLION DOLLARS ($7,000,000) (the date of such initial payment, the “Title Closing Date”) and (ii) the last business day of each calendar month following the month in which the Title Closing Date occurs until the full Purchase Price has been paid (each such date, a “Subsequent Interim Closing Date”), provided that any portion of the Purchase Price that remains unpaid as of 180 days from the Effective Date shall be due and payable on such date (the “Final Closing Date” and, together with the Title Closing Date and all Subsequent Interim Closing Dates, the “Closing Dates”). The amount payable on the Title Closing Date shall not be less than SEVEN MILLION DOLLARS ($7,000,000) and the amount payable on each Subsequent Interim Closing Date until the full Purchase Price has been paid shall equal 100% of the amount of proceeds actually received by the Purchaser to Issuer in the Seller Offering (as consideration for the purchase defined in Section 9 below) by Masterworks 074, LLC, as of the Property. 6.2 close of business on the day immediately preceding such Subsequent Interim Closing Date, minus any amounts previously paid in respect of prior Closing Dates, if any. The Purchaser amount payable on the Final Closing Date shall equal 100% of the Purchase Price that has not been paid prior to such Final Closing Date irrespective of the amount of offering proceeds received by the Issuer. Any portion of the Purchase Price may be prepaid by Buyer provided, that Buyer shall notify Seller of its intention to make such prepayment at least two business days prior to such payment. Buyer shall pay the Purchase Price into to Seller by wire transfer in accordance with the trust account of the Conveyancer within 30 (thirty) Business Days after Signature Date. The Conveyancer is hereby authorised to invest the Purchase Price with a registered bank in a special savings account on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be wire instructions listed in the name invoice, a copy of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account which is attached hereto as Exhibit B, which shall be for the benefit of the Purchaser and shall be paid to the Purchaser. 6.3 In the event that the Agreement lapses verbally confirmed by reason of the non-fulfilment of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreement, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon to the Purchaser. 6.4 On the Transfer Date after the transfer of the Property in favour of the Purchaser, the Purchase Price, excluding interest which accrued thereon whilst invested in the special savings account referred to in 6.2 shall be paid by the Conveyancer, Alyssa Laverda on behalf of the Purchaser, Buyer and [***] on behalf of Seller prior to the payment to Seller. The interest accrued shall be paid by the Conveyancer to the Purchaser. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account of the Purchaser.

Purchase Price and Manner of Payment. 6.1 (a) The purchase price for the Property is the amount of SIXTEEN MILLION SIX HUNDRED THOUSAND and 00/100 DOLLARS ($16,600,000.00) (the "Purchase Price is Price"), and shall be payable as follows: (i) upon the execution of this Agreement, the sum of $100,000.00 (the "Initial Deposit") shall be paid by Buyer by wire transfer to Escrow Agent; (ii) upon the expiration of the Due Diligence Period, the sum of $100,000.00 (the "Additional Deposit"; the Initial Deposit and the Additional Deposit, together with interest accruing thereon, shall be referred to herein as the "Deposit") shall be paid by Buyer by wire transfer to Escrow Agent; and (iii) upon closing of title, Buyer shall assume the outstanding principal balance of the Loan and shall acquire the Property, a portion of which will be under and subject to the Loan Documents (as modified by the Purchaser Assumption Documents (as hereinafter defined)), pursuant and subject to the Seller as consideration for terms and conditions of Section 12.1(a)(v) hereof; upon such assumption and the purchase execution of the Property. 6.2 The Purchaser Assumption Documents and the acceptance thereof by Lender, Buyer shall pay be credited with having paid a part of the Purchase Price into equal to the trust account outstanding principal balance of the Conveyancer within 30 Loan on the date of Closing; and (thirtyiv) Business Days after Signature Date. The Conveyancer is hereby authorised to invest the balance of the Purchase Price (subject to adjustment in accordance with a registered bank the terms and conditions of this Agreement), shall be paid by wire transfer of immediately available funds to Seller or its designee. (b) The Deposit shall be held by Escrow Agent in a special savings account escrow in an interest bearing account. Any interest accrued on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of the Purchaser and Deposit shall be paid to the Purchaser. 6.3 In the event that the Agreement lapses by reason of the non-fulfilment of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreement, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon whichever party is entitled to the Purchaser. 6.4 On Deposit in accordance with the Transfer Date after provisions of this Agreement. If the transfer of the Property in favour of the PurchaserClosing shall occur, interest shall be credited against the Purchase Price, excluding interest which accrued thereon whilst invested in the special savings account referred to in 6.2 . The Deposit shall be paid held and disbursed by Escrow Agent in accordance with the Conveyancerescrow provisions annexed hereto as Exhibit B. (c) Seller represents that its federal tax identification number is 00-0000000 (for Townfair Center Associates) and 00-0000000 (for Townfair Center Associates, on behalf of the Purchaser, to the Phase III). Seller acknowledges and agrees that Seller. The interest accrued 's tax identification number shall be paid by used on the Conveyancer to account into which the PurchaserDeposit is placed. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever (d) Seller will allocate the Purchase Price between them as shown on Schedule 3(d) attached to the Seller. All bank exchange and charges shall be for the account of the Purchaserthis Agreement.

Purchase Price and Manner of Payment. 6.1 (a) The Purchase Price is payable by the Purchaser to the Seller as consideration total purchase price for the purchase Shares shall be Three Hundred Eighty-One Thousand Three Hundred Seventy-Six and No/100 Dollars ($381,376.00) (the "Original Purchase Price") which amount will be payable to MRSC contemporaneously with the execution of the PropertyEmployment Agreement by delivery to MRSC of Shareholder's Promissory Note (the "Promissory Note") in such amount, which Promissory Note shall be substantially in the form of Attachment A hereto. 6.2 The Purchaser (b) MRSC shall pay the Purchase Price into the trust establish a bookkeeping account of the Conveyancer within 30 (thirty) Business Days after Signature Date. The Conveyancer is hereby authorised to invest the Purchase Price with a registered bank in a special savings account on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of Shareholder (the Purchaser "Account") for the purpose of establishing a credit towards payment of the Promissory Note. In [March] of each of the five years commencing in 1999, a credit shall be made to the Account if certain performance goals are achieved with respect to the preceding fiscal year as hereinafter set forth. Additionally, all dividends declared and paid with respect to the Shares shall be credited to the Account Balance. Aggregate amounts credited to the Account shall be referred to herein as the "Account Balance." The Promissory Note shall become due and payable on the fifth anniversary thereof (the "Fifth Anniversary"); provided, however, that in the event that Shareholder's em- ployment with MRSC is terminated for any reason, including, without limitation, death or disability, prior to the Fifth Anniversary ("Termination"), the Promissory Note shall become due and payable on the Closing Date (as hereinafter defined) following the Termination and, provided further, that in the event MRSC exercises the Call Option, as hereinafter defined, prior to the Fifth Anniversary, the Promissory Note shall become due and payable on the Closing Date following such exercise (the "Call Option Closing Date"). If Shareholder is employed by MRSC on the Fifth Anniversary, the Account Balance shall be offset against amounts owing under the Promissory Note and any remaining amounts in the Account Balance shall be paid to Shareholder within [30] days following the Purchaser. 6.3 Fifth Anniversary. In the event that of Termination for Good Cause, other than due to death or Disability or without Good Reason, the Agreement lapses by reason Account Balance shall be deemed to be zero, and MRSC shall repurchase the Shares for the Original Purchase Price plus accrued interest on the Promissory Note pursuant to Section 9 of this Exhibit Agreement, which shall be offset against amounts owing under the Promissory Note. In the event of Termination for Good Reason or not for Good Cause, other than due to death or Disability, the Account Balance shall be credited with the target credit, determined in accordance with subparagraph (c) below, with respect to any further period for which such credit may be made, and the Account Balance shall be offset against amounts owing under the Promissory Note. In the event of exercise of the non-fulfilment Call Option prior to the Fifth Anniversary, the Account Balance shall be credited with the target credit, determined in accordance with subparagraph (c) below, with respect to any further period for which such credit may be made, and the Account Balance shall be offset against amounts owing under the Promissory Note on the Call Option Closing Date and, if the Call Option is exercised with respect to all of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreementShares, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon to the Purchaser. 6.4 On the Transfer Date after the transfer of the Property in favour of the Purchaser, the Purchase Price, excluding interest which accrued thereon whilst invested any remaining amounts in the special savings account referred to in 6.2 Account Balance shall be paid by to Shareholder within (30) days following the Conveyancer, on behalf Call Option Closing Date; provided that if the Call Option is exercised with respect to a portion of the PurchaserShares, to any amounts remaining in the Seller. The interest accrued Account Balance shall not be paid by until the Conveyancer to the Purchaser. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account earlier of the PurchaserFifth Anniversary or the exercise of the Call Option with respect to all of the Shares.

Purchase Price and Manner of Payment. 6.1 A) The Purchase Price purchase price of the Property is payable no less then, unless otherwise adjusted for the value as determined by the Purchaser to appraisal contemplated herein, Five million six hundred thousand United States Dollars ($5,600,000 USD) (the Seller as consideration for the purchase “Purchase Price”), where a portion of the Property. 6.2 The Purchaser shall pay the Purchase Price into the trust account of the Conveyancer within 30 three hundred forty-eight thousand two hundred and fifty United States Dollars (thirty$348,250 USD) Business Days after Signature Date. The Conveyancer is hereby authorised to invest the Purchase Price with a registered bank in a special savings account on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of the Purchaser and shall be paid to the Purchaser. 6.3 In the event that the Agreement lapses by reason of the non-fulfilment of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by agreement, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon to the Purchaser. 6.4 On the Transfer Date after the transfer of the Property in favour of the Purchaser, the Purchase Price, excluding interest which accrued thereon whilst invested in the special savings account referred to in 6.2 shall be paid by wire transfer to the Conveyancer, Seller by the Purchaser on behalf or before the Closing Date. This payment shall be contingent upon the achievement of the Purchaser’s fund raising goals. B) The remaining portion of the Purchase Price of Five million two hundred fifty-one thousand seven hundred fifty United States Dollars ($5,251,750 USD) shall be payable by transfer of JV Group, Inc. shares as listed on the OTC stock exchange of value equivalent to the Purchase Price as of the share price listed on the open market at the close of business on the day of the Appraisal. If the Appraisal occurs on a weekend or public holiday, the share price shall be set at the share price of the close of trading on the prior business day. The Seller understands that the shares paid to it shall be restricted pursuant to Rule 144 of the Securities and Exchange Act. The Seller understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that if acquired by Seller pursuant to the terms of this Agreement, the Shares would be acquired in a transaction not involving a public offering. The Seller further acknowledges that if the Shares are issued to it in accordance with the terms of this Agreement, the Shares may not be sold without registration under the Securities Act or the existence of an exemption from such registration. The Seller, as shareholder represents that it is familiar with Rule 144, promulgated under the Securities Act, as presently in effect, and understands the resale restrictions of a minimum of six months imposed by Rule 144. C) At least 30 days before the Closing Date, an Appraisal of the Property being acquired under this agreement shall occur. The Appraiser shall be an independent Appraiser licensed in the jurisdiction of the Property and shall be selected by the Seller. The interest accrued Both Parties agree that the Purchase Price shall be paid amended by the Conveyancer to the Purchaserthis appraisal. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the account of the Purchaser.