EXHIBIT 10.90
COMMERCIAL
CONTRACT TO BUY AND SELL REAL ESTATE
November 17, 1999
1. PARTIES AND PROPERTY. WMCK VENTURE CORPORATION, a Delaware
corporation ("Buyer"), agrees to buy, and SASKATCHEWAN INVESTMENTS, INC., a
Texas corporation ("Seller"), agrees to sell, on the terms and conditions set
forth in this contract ("Contract"), the following described property in the
County of Teller, Colorado:
Parcel 1:
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The South 75 feet of Lots 1 through 4, inclusive, and the East 19 feet 4 inches
of the
South 75 feet of Lot 5 and the North 50 feet of Lots 1 through 4, inclusive, and
the
East 19 feet 4 inches of the North 50 feet of Lot 5, all in Block 29, Fremont,
now
Cripple Creek, in Teller County, Colorado,
and -
Lots 1 through 5, inclusive, Block 2, First Addition to Fremont. now Cripple
Creek, in Teller County, Colorado (Parcel 1 and Parcel 2 collectively called the
"Property"), together with all:
(i) privileges, easements, rights of ways, access, licenses, franchises,
rights, appendages, tenements, hereditaments and other appurtenances thereto;
(ii) any and all fixtures and improvements thereon;
(iii) any and all development rights and land use permits, if any, in respect
thereto; and
(iv) any and all right, title and interest Seller has in and to any and all
strips and gores of land, and in, to and under the real property within roads,
alleys and access ways serving, abutting and adjoining the real property
described above, including, without limitation:
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(A) that portion of Outlot A, First Addition to Fremont, now Cripple
Creek, lying East of the West line of the East 19 feet 4 inches of Xxx 0,
Xxxxx 00, Xxxxxxx, now Cripple Creek. extended South. in Teller County. Colorado
("Outlot A"),
(B) that portion of the alley in First Addition to Fremont lying between
Parcel 1 and Parcel 2 above, being more particularly described as that portion
of the North half of the alley, lying East of the West line of the East 19 feet
4 inches of Xxx 0, Xxxxx 00, Xxxxxxx, now Cripple Creek extended South, and that
portion of the South half of the alley, lying East of the West line of Xxx 0,
Xxxxx 0, Xxxxx Addition to Fremont, now Cripple Creek, extended North) in Tcller
County, Colorado (collectively the "Alley") and
(C) the property to the east ("2nd Street"), which lies between the
Property, Outlot A and the Alley, on one hand, and Colorado Highway 67, on the
other.
The parties acknowledge and agree that the description of Outlot A, the
Alley and/or 0xx Xxxxxx may change as a result of proceedings and applications
described in paragraph 9(c) below or otherwise. In the event of any such change.
the parties agree to amend this Contract accordingly
2. RESERVED.
3. PURCHASE PRICE AND TERMS. The purchase price shall be $1,850,000.00,
payable in U.S. dollars by Buyer as follows:
(a) Xxxxxxx Money.
$185,000.00 in the form of a check, as xxxxxxx money deposit and part payment of
the purchase price, payable to and held by Security Title Guaranty Company
("Title Agent"), in its trust account on behalf of both Seller and Buyer. Title
Agent shall invest the xxxxxxx money deposit in an interest-bearing account,
acceptable to Buyer, established at Community Banks of Colorado - Cripple Creek.
All interest earned on the xxxxxxx money deposit shall remain the sole and
separate property of the Buyer. The Buyer's taxpayer identification number is
00-0000000.
(b) Cash at Closing.
$1,665,000.00, plus closing costs to be paid by Buyer at closing in funds which
comply with all applicable Colorado laws, which include cash, electronic
transfer funds, certified check, savings and loan tellers check, and cashier's
check (Good Funds).
4. RESERVED.
5. RESERVED.
6. RESERVED.
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7. NOT ASSIGNABLE. Except for an assignment by the Buyer to an affiliate of
the Buyer which is hereby approved by Seller, this Contract shall not be
assignable by Buyer without Seller's prior written consent. In the event of any
assignment as hereinbefore contemplated, the Buyer shall not be released from
its covenants and undertakings herein and shall remain responsible to Seller.
Except as so restricted, this Contract shall enure to the benefit of and be
binding upon the heirs, personal representatives, successors and assigns of the
parties.
8. EVIDENCE OF TITLE. Seller shall furnish to Buyer at Seller's expense, a
current commitment for owner's title insurance policy in an amount equal to the
purchase price, on or before December 8, 1999 (Title Deadline). Seller shall
cause copies of instruments (or abstracts of instruments) listed in the schedule
of requirements ("Requirements") and in the schedule of exceptions (Exceptions)
in the title insurance commitment to be furnished to Buyer at Seller's expense.
This requirement shall pertain only to instruments shown of record in the office
of the clerk and recorder of the designated county or counties. The title
insurance commitment, together with any copies or abstracts of instruments
furnished pursuant to this Section 8, constitute the title documents (Title
Documents). Seller will pay the premium at closing and have the title insurance
of First American Title Insurance Company ("Title Company") delivered to Buyer
as soon as practicable after closing.
The parties agree that the deletion of standard exceptions from the title
insurance policy shall be a condition of closing. For such purpose, the Buyer
shall deliver a copy of the Survey, defined in paragraph 9.(c) below, to the
Title Agent and the Seller shall deliver to the Title Company, on or before the
Closing Date, the standard affidavit and indemnity agreement required by the
Title Company for the deletion of standard exceptions. Further, the parties
agree that the issuance of mineral and access endorsement(s) to the title
insurance policy by the Title Company shall be a condition of closing; provided,
however, the Buyer shall pay the premiums for issuance of such endorsements.
9. TITLE.
(A) TITLE REVIEW. Buyer shall have the right to inspect the Title Documents.
Written notice by Buyer of unmerchantability of title or of any other
unsatisfactory title condition shown by the Title Documents shall be signed by
or on behalf of Buyer and given to Seller on or before January 19, 2000, or
within five (5) calendar days after receipt by Buyer of any Title Document(s) or
endorsement(s) adding new Exception(s) to the title commitment together with a
copy of the Title Document adding new Exception(s) to title, whichever is the
last to occur. If Seller does not receive Buyer's notice by the date(s)
specified above, Buyer accepts the condition of title as disclosed by the Title
Documents as satisfactory.
(B) MATTERS NOT SHOWN BY THE PUBLIC RECORDS. Seller shall deliver to Buyer,
on or before the Title Deadline set forth in Section 8, true copies of all
leases, agreements, entitlements. permits, studies, reports and surveys in
Seller's possession pertaining to the Property and shall disclose to Buyer all
easements, liens or other title matters not shown by the public records of which
Seller has actual knowledge. Buyer shall have the right to inspect the Property
to determine if any third party(s) has any right in the Property not shown by
the public records (such as an unrecorded easement. unrecorded lease, or
boundary line discrepancy). Written notice of any unsatisfactory condition(s)
disclosed by Seller or revealed by such inspection shall be signed by or on
behalf of Buyer and given to Seller on Or before January 19, 2000. If Seller
does not receive Buyer's notice by said date, Buyer accepts title subject to
such rights, if any, of third parties of which Buyer has actual knowledge.
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(C) The parties acknowledge that Parcel 1 and Parcel 2 of the Property,
as described in
paragraph 1 above, are separated by Outlot A (defined in paragraph 1
(iv)(A) above)
and by the Alley (defined in paragraph 1 (iv)(B) above), as shown on
the recorded
plat for First Addition to Fremont, now Cripple Creek, and the survey
(the "Survey")
of the Property prepared by Xxxxxx X. Xxxxxxx of Teller County Land
Surveying,
dated September 23, 1999. In order to gain a contiguity endorsement
("Contiguity
Endorsement") insuring that Parcel 1 and Parcel 2 are not physically
separated:
(i) fee title to Outlot A will need to be obtained by the buyer through
acquisition, quiet title action or other appropriate action ("Outlot A
Acquisition Condition") and
(ii) the Alley will need to be vacated so that title to the Alley becomes
vested in the owner of Parcel 1 and Parcel 2 ("Alley Vacation")
If the Outlot A Acquisition Condition (the Alley Vacation is not a condition of
this Contract, provided, however, as set forth in the next subparagraph, Seller
agrees to cooperate with the Buyer in the Buyer's efforts to obtain the Alley
Vacation) has not been satisfied by March 15, 2000. then, unless:
(i) Buyer waives the Outlot A Acquisition Condition or
(ii) Buyer extends the time for satisfaction of the Qutlot A Acquisition
Condition, as provided for in the next sentence, by written notice to Seller on
or before March 20, 2000,
this Contract shall terminate and the xxxxxxx money deposit together with the
interest earned thereon shall be returned to the Buyer.
If the Outlot A Acquisition Condition has not been satisfied by March 15, 2000
and provided Buyer gives written notice to Seller on or before March 20, 2000 of
Buyer's election to extend the time for satisfaction of such condition, then the
time for satisfaction of the Outlet A Acquisition Condition shall be extended to
May 15, 2000 and $18,500.00 of the xxxxxxx money deposit shall become
non-refundable. In the event of such extension, the Closing Date shall be
extended to June 14, 2000.
After the mutual execution of this Contract by Seller and Buyer, the Buyer
shall, with reasonable promptness and at the Buyer's expense, commence good
faith, diligent efforts to cause the Outlot A Acquisition Condition to be
satisfied; provided, however, the determination of the amount of consideration
to be paid for the acquisition of Outlot A or, if applicable, the determination
of the likelihood of success in prevailing upon a quiet title action or other
appropriate action concerning Outlot A shall be reserved to and be made by the
Buyer, in the exercise of the Buyers sole discretion. The Seller agrees to
reasonably, promptly and in good faith cooperate with the Buyer at the Buyer's
expense in the Buyer's efforts:
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(i) to satisfy the Outlot A Acquisition Condition; and
(ii) to obtain:
(A) the Alley Vacation; and
(13) the vacation of 0xx Xxxxxx (defined in paragraph 1 (iv)(C) above),
including, without limitation, acting as the nominal p1aintiff in any quiet
title or other proceeding and/or acting as the nominal applicant in any vacation
application(s) and/or proceeding(s), and, upon request of the Buyer, allowing
the Buyer to be substituted as plaintiff and/or applicant, as the case may be,
in such proceedings and/or application(s).
Costs and Indemnity. Buyer agrees to be responsible for all cost and expense
required for the Outlot A Acquisition as contemplated herein, for the Alley
Vacation and the vacation of 0xx Xxxxxx.
Buyer agrees to indemnify and save harmless Seller from all claims, losses,
expenses, costs (including, without limitation, attorney fees) which Seller may
incur or suffer as a result of the steps taken by Buyer in the Outlot A
Acquisition, Alley Vacation and/or the vacation of 2nd Street.
(d) Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT
TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL
TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN
SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX
BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE
RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS
WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT
FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH
DISTRICTS. EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS,
AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.
In the event the Property is located within a special taxing district and
Buyer desires to terminate this Contract as a result, if written notice is given
to Seller on or before January 14, 2000, this Contract shall then terminate and
the xxxxxxx money deposit, together with the interest earned thereon, shall be
returned to the Buyer. If Seller does not receive Buyer's notice by the date
specified above, Buyer accepts the effect of the Property's inclusion in such
special taxing district(s) and waives the right to so terminate.
(C) RIGHT TO CURE. If Seller receives notice of unmerchantability of
title or any other unsatisfactory title condition(s) as provided in subsection
(a) or (b) above, Seller shall use reasonable effort to correct said
unsatisfactory title condition(s) prior to the Closing Date. If Seller fails to
correct said unsatisfactory title condition(s) on or before the date of closing,
this Contract shall then terminate and the xxxxxxx money deposit, together with
the interest earned thereon, shall be returned to the Buyer; provided, however,
Buyer may, by written notice received by Seller, on or before the Closing Date,
waive objection to said unsatisfactory title condition(s).
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10. INSPECTION. Buyer or any designee, shall have the right to have
inspection(s) of the physical condition, including, without limitation, the
right to cause an environmental site assessment of the Property to be conducted
at Buyer's expense. If written notice of any unsatisfactory physical condition,
signed by or on behalf of Buyer, is not received by Seller on or before March
15, 2000 (Objection Deadline), the physical condition of the Property shall be
deemed to be satisfactory to Buyer. If such notice is received by Seller as set
forth above, and if Buyer and Seller have not agreed, in writing, to a
settlement thereof on or before March 31, 2000 (Resolution Deadline), this
Contract shall terminate on April 5, 2000: unless, on or before April 5, 2000,
Seller receives written notice from Buyer waiving objection to any
unsatisfactory condition. In the event of termination, the xxxxxxx money
deposit, together with the interest earned thereon, shall be returned to the
Buyer.
Buyer shall carry out and conduct its inspections at such times and in such
a manner that it will not interfere with or disrupt the operations and peaceful
enjoyment of the property by the Seller's tenant of the Property.
Buyer is responsible for and shall pay for any damage which occurs in the
Property as a result of inspection of the Property under paragraph 9(b) above
and/or this paragraph 10. In addition, Buyer shall indemnify, save and hold
Seller and the Property harmless and defend Seller and the Property from any
liens, loss, liability or expense, including reasonable attorney's fees and
costs, incurred by Seller, or any claims made against Seller and/or the
Property, arising from the Buyer's inspecting the Property under paragraph 9(b)
above and this paragraph 10.
11. DATE OF CLOSING. The date of closing shall be April 17, 2000, unless
extended to June 14, 2000, as provided for in paragraph 9(c) above, (as
applicable the "Closing Date"), or by mutual agreement at an earlier date. The
hour and place of closing sha1l be as designated by mutual agreement of Buyer
and Seller.
12. TRANSFER OF TITLE Subject to tender or payment at closing as required
herein and compliance by Buyer with the other terms and provisions hereof,
Seller shall execute and deliver a good and sufficient special warranty deed to
Buyer, on closing, conveying the Property and those items of property described
in subparagraph (i) and (ii) of paragraph 1 above free and clear of all taxes
except the general taxes for the year of closing, and except the matters
accepted by the buyer as provided for in the remainder of this paragraph. Title
shall be conveyed free and clear of all liens for special improvements installed
as of the date of Buyer's signature hereon, whether assessed or not; except
(i) those matters reflected by the Title Documents accepted by Buyer in
accordance with subsection 9(a);
(ii) inclusion of the Property within any special taxing district; and
(iii) subject to building and zoning regulations.
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Provided, however, the matters described in clause (iii), immediately preceding,
shall be subject to the prior review and approval of Buyer, in the exercise of
its sole and unfettered discretion, which approval shall be a condition
precedent to the Buyer's obligations hereunder. If written objection as to any
of the matters described in said clause, signed by or on behalf of Buyer, is
received by Seller on or before March 15, 2000, then this Contract shall
terminate and the xxxxxxx money deposit, together with the interest earned
thereon, shall be returned to the Buyer.
Seller shall convey to Buyer by bargain and sale deed or quit-claim
assignment, with an after-acquired title clause, as applicable, those items of
property described in subparagraphs (iii) and (iv) of paragraph 1 above.
13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be
paid at or before closing from the proceeds of this transaction or from any
other source
14. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in
Good Funds, their respective closing costs and all other items required to be
paid at closing, except as otherwise provided herein, Buyer and Seller shall
sign and complete all customary or required documents at or before closing.
Fees for real estate closing services shall not exceed $350.00 and shall be paid
at closing one-half by Seller and one-half by Buyer.
15. PRORATIONS. General taxes for the year of closing, based on the taxes
for the calendar year immediately preceding closing, water and sewer charges,
shall be prorated to date of closing. The apportionment shall be final.
16. POSSESSION. Possession of the Property shall be delivered to Buyer on
the Closing Date free of any leases, tenancies or occupancy rights, if Seller,
after closing, fails to deliver possession on the date herein specified, Seller
shall be subject to eviction and shall be additionally liable to Buyer for
payment of $500.00 per day from the date of agreed possession until possession
is delivered.
17. CONDITION OF AND DAMAGE TO PROPERTY. Except as otherwise provided in
this Contract, the Property shall be delivered in the condition existing as of
the date of this Contract, ordinary wear and tear excepted. In the event the
property shall be damaged by fire or other casualty prior to time of closing, in
an amount of not more than ten percent of the total purchase price, Seller shall
be obligated to repair the same before the date of closing. In the event such
damage is not repaired within said time or if the damages exceed such sum, this
Contract may be terminated at the option of Buyer. If terminated by Buyer, the
xxxxxxx money deposit, together with all interest earned thereon, shall be
returned to Buyer. Should Buyer elect to carry out this Contract despite such
damage, Buyer shall he entitled to credit for all the insurance proceeds
resulting from such damage to the Property, not exceeding, however, the total
purchase price. Should service(s), if any, fail or be damaged between the date
of this Contract and the Closing Date, then Seller shall be liable for the
repair or replacement of service(s) with a unit of similar size, age and
quality, or an equivalent credit, less any insurance proceeds received by Buyer
covering such repair or replacement.
18. CONDEMNATION. If any portion of the Property is acquired, or any
proceedings commenced to acquire the Property, by authority of any governmental
agency in the exercise of its power of eminent domain or by private purchase in
lieu thereof, the Buyer may elect, at its sole option, either:
(i) to terminate this Contract in which case the xxxxxxx money deposit,
together with all interest carried thereon, shall be immediately returned to
Buyer and both Seller and Buyer shall be released from further responsibility
hereunder; or
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(ii) to waive its right to terminate this Contract and to consummate the
transaction contemplated hereby, in which case Seller shall assign to Buyer all
of Seller's right to receive the aware or other proceeds, if any, payable as a
result of such exercise of the power of eminent domain.
19. TIME OF ESSENCE/REMEDIES. Time is of the essence hereof. If any note or
check received as xxxxxxx money hereunder or any other payment due hereunder is
not paid, honoured or
tendered when due, or if any other obligation hereunder is not performed or
waived as herein provided, there shall be the following remedies:
A. IF BUYER IS 1N DEFAULT:
All payments and things of value received hereunder, except for the interest
earned on the xxxxxxx money deposit, shall be forfeited by Buyer and retained on
behalf of Seller and both parties shall thereafter be released from all
obligations hereunder. It is agreed that such payments and things of value are
LIQUIDATED DAMAGES and (except as provided in subsection (c)) are SELLER'S SOLE
AND ONLY REMEDY for Buyer's failure to perform the obligations of this Contract.
Seller expressly waives the remedies of specific performance and additional
damages.
B. IF SELLER IS IN DEFAULT:
Buyer may elect to treat this Contract as cancelled, in which case all payments
and things of value received hereunder shall be returned and Buyer may recover
such damages as may be proper, or Buyer may elect to treat this Contract as
being in full force and effect and Buyer shall have the right to specific
performance or damages, or both.
C. COSTS AND EXPENSES:
Anything to the contrary herein notwithstanding, in the event of any arbitration
or litigation arising out of this Contract, the arbitrator or court shall award
to the prevailing party, an reasonable costs and expenses, including attorney
fees
20. XXXXXXX MONEY DISPUTE. Buyer and Seller agree that, in the event of any
controversy regarding the xxxxxxx money and things of value held by broker or
closing agent, unless mutual written instructions are received by the holder of
the xxxxxxx money and things of value, broker or closing agent shall not be
required to take any action but may await any proceeding, or at broker's or
closing agent's option and sale discretion, may interplead all parties and
deposit any money or things of value into a court of competent jurisdiction and
shall recover court costs and reasonable attorney fees.
21. ALTERNATIVE DISPUTE RESOLUTION: MEDIATION. If a dispute arises between
the parties relating to this Contract, the parties agree to submit the dispute
to mediation. The parties will jointly appoint an acceptable mediator and will
share equally in the cost of such mediator. If mediation proves unsuccessful,
the parties may then proceed with such other means of dispute resolution as they
so choose.
22. ADDITIONAL PROVISIONS:
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(A) NOTICES
All notices hereunder to the respective parties shall he in writing and
shall be served by depositing the same in the United States mail, first class
postage prepaid, certified mail, return receipt requested, or air courier
service, or by personal delivery or facsimile machine to the following:
Seller: Saskatchewan Investments, Inc.
0000 - Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Phone: (000) 000-0000 Fax; (000) 000-0000
with a copy to:
Xxxxx X. Xxxxxxx, Q.C.
C/o Johnson Xxxx Xxxxxxx
Barristers and Solicitors
0xx Xxxxx 0000 -00 Xxxxxx
Xxx Xxxx. Xxxxxxx X0X 0X0
Phone: (000) 000-0000 Fax: (000) 000-0000
Buyer:
WMCK Venture Corporation
Attention: Xxxxx Xxxxxxxxxx, Vice-Chairman
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Phone: (000)000-0000
Fax: (000) 000-0000
with Copies to;
Xxxxx X. Xxxxxxxx, Esq.
Xxxxxxx & Xxxxxx LLC
00 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Any notice to the Seller or Buyer shall be deemed to be given and effective the
date hand-delivered or transmitted by facsimile machine (fax) or one business
day after
deposit with a commercial air courier service guaranteeing next day delivery or
three (3) days after deposit in the United States mail. A party may change its
place for receipt of any notice by delivering a notice of change of address to
the other parry in the aforesaid manner.
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(B) GENERAL PROVISIONS.
1. Subject to the provisions of this Contract, Seller and Buyer each reserve
the right to waive any of the conditions precedent to its respective obligations
as set forth herein which conditions are inserted solely for the benefit of
Seller or Buyer, as the case may be.
2 The performance and interpretation of this Contract shall be
controlled by the laws of the State of Colorado.
3. This Contract may not be amended or modified except by a written
instrument executed by both Seller and Buyer.
4. If any term or provision of this Contract or an application thereof shall
be invalid or unenforceable, the remainder of this Contract and the application
of any remaining term or provision shall not be affected thereby.
5. Any provision of this Contract, which by its terms requires performance
or observance, subsequent to the time of closing, shall be deemed to survive
closing and continue to be binding upon Seller and Buyer.
6. Except as otherwise provided in this Contract, all representations,
covenants, and warranties contained in this Contract shall survive closing and
shall not be merged thereby.
7. This Contract Constitutes the entire agreement between the parties and
supersedes all prior and contemporaneous agreements, representations, and
understandings of the parties.
23. TERMINATION. In the event this Contract is terminated, all payments and
things of value received hereunder shall be returned and the parties shall be
relieved of all obligations hereunder, subject to Section 20.
24. NOTICE OF ACCEPTANCE: COUNTERPARTS. This proposal shall expire unless
accepted in writing, by Buyer and Seller, as evidenced by their signatures
below, and the offering party receives notice of such acceptance on or before
December 7, 1999 (Acceptance Deadline). If accepted, this document shall become
a contract between Seller and Buyer. A copy of this document may be executed by
each party, separately, and when each party has executed a copy thereof, such
copies taken together shall be deemed to be a full and complete contract between
the parties. Delivery by facsimile of a party's counterpart of this Contract
shall be effective as delivery of an original contract.
BUYER.
WMCK VENTURE CORPORATION,
a Delaware corporation
By: /s/ Xxxxx Haitzmann
---------------------
Xxxxx Haitzmann, Chief Executive Officer
Date of Buyer's signature December 3, 1999
SELLER
SAKATCHEWAN INVESTMENTS, INC.
A Texas corporation
By: /s/ X. X. Xxxxx
------------------
Name: X. X. Xxxxx
Its: President
Date of Seller's signature December 6, 1999
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