Delaware Corp., et al. - Page 20

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               attached hereto and made a part hereof by this refer-                  
               ence (the “Middlesex County property”) [Mitchums Creek]                
               upon certain terms and conditions contained therein;                   
               and                                                                    
                    B.   The parties hereto have agreed that such sale                
               and purchase be by contract and that the deed of con-                  
               veyance be delivered when such contract has been com-                  
               pleted in full.                                                        
                  *       *       *       *       *       *       *                   
                    2.   The Property and Restrictions.   The Pur-                    
               chaser agrees to purchase and the Sellers [sic] agree                  
               to sell all of the Seller’s right, title and interest                  
               in and to the property described in Exhibit A.                         
                    3.   Purchase Price and Terms of Payment.   The                   
               price of the property shall be $50,000.00 with the                     
               present indebtedness being assumed by the Purchaser                    
               together with all legal and accounting fees with the                   
               balance evidenced by a promissory note payable by the                  
               Purchaser upon the sale of such parcel.                                
                    The Purchaser agrees that the unpaid balance shall                
               bear interest at the lowest rate allowed by law to                     
               prevent the imputation of interest per annum from the                  
               date hereof, such interest to be payable annually.  Any                
               payments are to be applied first to the payment of                     
               interest on any unpaid balances of the purchase price                  
               and second to the reduction of the principal amount of                 
               the purchase price.                                                    
                    Until the sale of the parcel, Delaware Corp. shall                
               be responsible for payment of all indebtedness which                   
               constitute[s] a lien against the parcel.                               
                    4.   Deed Upon Full Payment.   Upon the entire                    
               balance of the purchase price of the parcel being paid                 
               in full, the Purchaser shall be entitled to receive a                  
               deed for that parcel * * *.                                            
                  *       *       *       *       *       *       *                   
                    8.   Risk of Loss.   From the date hereof, risk of                
               loss or damage to the properties by fire, windstorm,                   
               casualty or other cause is assumed by the Purchaser.                   






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