Re: Purchase and Sale Agreement

Jacques,

The agreement looks fine. My only comment is that George and Larry might
object to the language that "the bank that was requested to finance the
construction of the project declined to make the loan based on the high costs
of the construction of the Project". Technically, that bank lowered the
loan amount based on lower estimates of rents which altered the amount of
equity that would be required.

Did I loan them $1,300,000? I thought it was less.

Regarding Exhibit A, the assets include: the land, architectural plans,
engineering completed, appraisal, and soils study. Most of these items are
in a state of partial completion by the consultants. I have been speaking
directly to the architect, engineer, and soils engineer. I am unclear on
what is the best way to proceed with these consultants.

The obligations should include the fees owed to the consultants above. Do we
need to list balances due or just list the work completed as an asset and
give consideration of $5,875 for the cash paid to the engineer and appraisor.

Phillip