EXHIBIT 10.11
PLACEMENT AGREEMENT
This Agreement is entered into as of June 12, 1997, by and between INCO
HOMES CORPORATION, a Delaware corporation ("Inco"), and USA COMMERCIAL REAL
ESTATE GROUP, a Nevada corporation ("USA"), with reference to the following
facts:
RECITALS
A. USA, in association with Xxx X. Xxxxxx, a California licensed real
estate broker, has arranged for Inco, an option (the "Option") to purchase
certain real property located in Victorville, California, pursuant to a
Residential Property Option Agreement dated June ___, 1997 (the "Option
Agreement") from certain individual owners-as tenants in common (collectively,
Optionor") .
B. In connection with the Option, Inco has agreed to pay a fee to USA
(the "Fee") in the amount of One Thousand Dollars ($1000) per Home from Inco's
sale proceeds on the close of escrow of each Home (as defined in Section 3.4 of
the Option Agreement).
C. Parties hereto wish to agree as to the terms and conditions for the
payment of the Fee.
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Inco and USA hereby agree as follows:
1. Payment of the Fee. Inco shall pay the Fee to USA from Inco's
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sale proceeds for each Home sold on the Property. Said Fee shall be paid to USA
directly from the closing escrow.
2. Inco's Liability for Fee. Inco will only be responsible for the
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Fee on Home sales on Property Inco acquires from Optionor pursuant to the Option
Agreement.
3. Miscellaneous.
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(a) This Agreement shall be governed by the laws of the State
of Nevada.
(b) Time is of the essence of this Agreement.
(c) The parties hereto agree to execute and deliver such
additional documents or instruments as they may be reasonably necessary to
effectuate the terms and conditions of this Agreement.
(d) In the event of any dispute hereunder or in any action for
the enforcement of this Agreement, the prevailing party shall be entitled to
receive from the non-prevailing party its attorneys' fees and costs of suits.
(e) This Agreement shall inure to the benefit of the parties
hereto and their respective heirs, successors and signs.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
Inco: USA:
Inco Homes Corporation, USA Commercial Real Estate Group,
a Delaware corporation a Nevada Corporation
By: /s/ Xxx X. Xxxxxx By:________________________________
--------------------------------- Xxxxxx Xxxxxxx, President
Xxx X. Xxxxxx, President
ACKNOWLEDGED AND AGREED:
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, broker
-2-
USA COMMERCIAL REAL ESTATE GROUP
0000 XXXXXXXX XXXX, XXXXX 000
XXX XXXXX, XXXXXX 00000
(000) 000-0000
June 10, 1997
Xxx X. Xxxxxx
0000 Xxxx Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Re: Agreement for Purchase of Real Property ("Agreement") by and between
the parties listed on Exhibit "A" to this letter, as buyer
(collectively, the "Buyer"), and Inco Homes Corporation, as seller
("Seller"), for certain real property consisting of approximately 284
acres in San Bernandino County, California (the "Property")
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Dear Xx. Xxxxxx:
This letter will acknowledge your association, as a California licensed
real estate broker, with USA Commercial Real Estate Group, a Nevada corporation,
in representing Buyer in the purchase of the above-referenced Property.
You further acknowledge that USA Commercial Real Estate Group is entitled
to the entire $50,000 commission paid by Seller pursuant to the Agreement.
Please execute a copy of this letter and return to the undersigned.
Sincerely,
USA COMMERCIAL REAL ESTATE
GROUP
By:___________________________
Xxxxxx Xxxxxxx, President
ACKNOWLEDGED AND AGREED:
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, broker
EXHIBIT "A"
BUYERS
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1. MET PARTNERS, LLC, a Nevada
limited liability company
2. PALOMINO PARTNERS LIMITED
PARTNERSHIP, a Nevada limited
partnership
3. X.X. Xxxxx and Xxxxxx X. Xxxxx,
Trustees of the Xxxxx 1984 Trust,
dated 3/19/84
4. Xxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx,
Trustees of the Xxxxxxx 1988 Trust
5. Xxxxxxx X.X. Xxxxx, Trustee of the
Xxxxxxx X.X. Xxxxx and Xxxxxxxx X.
Xxxxx Family Trust
6. Xxxxxx X. Xxxxxxxxxx
