30 EAST FOURTH AVENUE * SAN MATEO, CA 94401 * (650) 344-1500
SAND HILL PROPERTY COMPANY
July 3, 2000
VIA FAX 650-266-8089
Mr. Dinesh Maniar
President, Montgomery Realty Group, Inc.
400 Oyster Blvd., Suite 415
South San Francisco, CA 94080
Re: Gull Drive, South San Francisco
Dear Mr. Maniar:
In accordance with that Purchase and Sale Agreement between Montgomery
Realty Group, Inc., ("Seller"), and Peter Pau dba Sand Hill Property Company
("Buyer") dated May 2, 2000 ("Agreement"), the "Due Diligence Period" defined in
Agreement Section 6 shall expire July 3, 2000.
Buyer hereby waives the conditions, and Buyer's right to terminate the
Agreement prior to the expiration of the Due Diligence Period on the condition
that Seller execute the First Amendment in the form attached hereto. Should
Seller not agree to execute the First Amendment, then this letter constitutes
Buyer's notice pursuant to Agreement Section 6 that the Property is not
satisfactory.
Please let me know how you wish to proceed. We are anxious to
consummate this transaction. If you have any questions or comments regarding
this letter or the proposed First Amendment, please do not hesitate to call.
Sincerely,
/s/ Peter Pau
Peter Pau
<PAGE>
First Amendment to Purchase and Sale Agreement
This First Amendment ("Amendment") is executed as of July __, 2000 by
and between Montgomery Realty Group, Inc., a Nevada corporation doing business
in California as Nevada-Montgomery Realty Group, Inc. ("Seller") and Peter Pau
dba Sand Hill Property Company ("Buyer"), and is made with respect to the
Agreement dated as of May 2, 2000 by and between Seller and Buyer. All
capitalized terms not otherwise defined herein shall have the meaning specified
in the Agreement. For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Buyer and Seller amend the Original
Agreement as follows:
1. Buyer waives the conditions specified in Original Agreement Section 6.
2. Buyer exercises the Fixed Price Option in Original Agreement Section 3 (c).
However, the increased deposit of Five Hundred Thousand Dollars ($500,000) shall
not be due until three (3) business days after the recordation of a quit claim
from Sanrio relinquishing its entire right in the truck loading access easements
located on the Land. Furthermore, the increased deposit may be posted by Buyer
in form of a letter of credit or a bond.
3. The Seller's right to accelerate Closing pursuant to Section 8 (a) and
Section 8 (b) of the Original Agreement is deleted, and the Closing shall occur
one hundred twenty (120) days from the date of this Amendment, subject to
Seller's right to extend in Section 8 (c) of the Original Agreement.
4. Except as amended hereby, the Original Contract shall remain unmodified and
in full force and effect.
In Witness Whereof, Buyer and Seller have executed this Amendment as of the
above date.
Seller
Montgomery Realty Group, Inc.,
a Nevada corporation
By: /s/ Dinesh Maniar
---------------------------
Dinesh Maniar, President
Buyer
By: /s/ Peter Pau
---------------------------
Peter Pau
