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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
(Mark One)
[X] Annual report under section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 1999
[ ] Transition report under section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to .
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Commission file no. 0-29705
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
(Name of small business issuer in its charter)
Utah 87-0562244
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5295 South Commerce Drive, Suite 475, Salt Lake City, Utah 84107
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (801) 268-3232
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Class A Common
Voting Shares
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for past 90 days. Yes [X] No[ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
The Company's revenues for the fiscal year ending December 31, 1999 were
$2,351,312. As of April 1, 2000, the common stock of the Company had not traded
and there was no established market price for the Company's common stock. The
Company's common stock was approved for inclusion in the Nasdaq OTC Electronic
Bulletin Board on April 10, 2000 and limited trading has been reported since
that date.
As of April 1, 2000, the Company had 19,031,322 shares of Class A Common Stock
outstanding.
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
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Table of Contents
PART I
Page
Item 1. Description of Business 3
Item 2. Description of Property 7
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 9
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 9
Item 6. Management's Discussion and Analysis or Plan of Operation 11
Item 7. Financial Statements 14
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 14
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange
Act 15
Item 10. Executive Compensation 16
Item 11. Security Ownership of Certain Beneficial Owners
and Management 17
Item 12. Certain Relationships and Related Transactions 18
Item 13. Exhibits and Reports on Form 8-K 20
Signatures 21
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Part I
Item 1. Description of Business
The Murdock Group Career Satisfaction Corporation (the "Company" or
"TMG") is a Utah corporation organized November 5, 1997 to acquire and continue
development and operation of a business providing career training and
improvement services under a system originally developed by Denis Murdock (the
"System"). In 1983, Denis Murdock formed a sole proprietorship called "The
Murdock Group" in Virginia to provide job search assistance to senior
executives. Mr. Murdock moved the business to Salt Lake City, Utah in 1987.
The assets of this business, including all intellectual property
rights, were purchased from Mr. Murdock and The Murdock Group in June 1996 by
Envision Career Services, L.L.C., a Utah limited liability company controlled by
KC Holmes and Heather Stone. Envision conducted its operations under the name
"The Murdock Group." On May 31, 1998, the Company purchased 100% of the
membership interests of Envision in exchange for 8,205,800 shares of voting
common stock. Envision was then dissolved.
On June 22, 1999, the Company formed a subsidiary to provide job search
and career-based content to businesses and individuals over the Internet. The
Company owned approximately 55% of the outstanding stock of this entity,
myjobsearch.com, inc., as of December 31, 1999. In September 1999, the Company
formed a real estate division to buy and sell undeveloped real property. Since
that time, the Company's business has been divided into three principal
divisions: Career Development, Real Estate and Internet-based Career Services.
Career Development Division
The Company's Career Development Division markets and services the TMG
Job Search System. This System sells for approximately $3,500 and can be
financed over 2 years. The System is sold as a package and consists of
full-service job search, career advancement and motivational training taught in
small groups. The package also includes access to a fully staffed resource
center containing job leads, computer workstations, publications, and other job
search tools.
The TMG Job Search System includes the following features:
o 30 days of access to Career Insight Sessions, which enable
clients to learn and practice key aspects of the system including
networking, interviewing, and negotiating.
o 4 months of access to an extensive Resource Center, which
includes on-call specialists to assist clients with job search
advice, job postings, contact databases, business databases,
training center, job search publications, a computer center for
on-line research, database access, and job search document
creation, and a phone/fax center.
o 4 months of access to coaching from job search professionals who
provide personalized attention to each client's specific needs.
Direct Products. The Career Development Division also develops and
distributes direct products. The first such product, the CareerIdeal "counselor
in a box," was released in 1999 and contains four audiotapes and two workbooks
designed for people looking for their ideal job. The CareerIdeal program
contains a variety of tests, exercises, and assessments designed to help users
understand their career options and plan specific, tangible career change. This
product is marketed directly by the Company and through the Nightengale-Conant
Catalog.
Corporate Services. The Company offers full and partial outplacement
services to businesses that lay off employees and wish to help those former
employees find new jobs as quickly as possible. Outplaced employees receive
selected training and resources from the TMG Job Search System. These training
services are priced based upon the number of employees serviced and the type of
training services to be performed.
Events. The Company develops and markets career fairs. The first fair
was held in March 2000 and was co-sponsored by KSL AM, a Salt Lake City CBS
radio affiliate. That fair attracted 37 exhibitors and approximately 1050
attendees. The Company plans to develop similar events in major US cities.
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Marketing
The Company believes that the desire of individuals to seek
satisfaction in their employment has created a significant market for the types
of products and services offered by the Company. The Company also believes that
the market for career-related services will continue to grow as job insecurity
and changes in the employment market compel individuals to take control of their
own careers.
Target Customers. The target customers (clients) for Career Development
products are individual employees working for themselves or others, preparing to
work, or searching for work. The typical client works full time and has some
college or professional training. Usually, clients have at least 5 years of
experience in the work force and are not top executives in an organization.
Advertising. The Company seeks to attract clients through a variety of
advertising methods, including the following:
o Direct mail. To date the Company has experimented with direct
mail for the Career Development products in the Salt Lake City
area.
o Internet. The Company's web site, www.themurdockgroup.com is
used to advertise its products and services.
o Radio. 60-second radio spots to advertise the Company's
services air during drive time and sporting events.
o Newspaper. The Company advertises weekly in the classified
sections of local newspapers.
o Referrals from Satisfied Job Seekers. Current clients and
satisfied customers are one of the best referral sources.
Competition
In the Company's view, the job acquisition industry is large and
fragmented with some competitors successful only in certain niches, and with no
competitor dominating the industry. Many competitors have products and services
that they market as being similar to those of the Company, but we believe that
our clients quickly distinguish the difference between the Company's products
and services and those of its competitors.
The Company's competitors are primarily privately owned companies. Some
of these competitors have greater financial, marketing, distribution, technical
and other resources than those available to the Company. The two major
competitors for career consulting services are well established nationally. Both
of these companies were founded by career industry experts who are still active
in the business. These companies are:
o Bernard Haldane, founded in 1945 after World War II to assist
returning veterans in the job market and servicing primarily
executives who earn over $100,000 per year, for a fee of up to 8%
of the executive's salary (generally more than twice the fee
charged by the Company); and
o Cornell Business Associates, founded in the 1980's and also
primarily servicing executives for an 8% fee, with sales offices
around the country and a training facility in California.
In addition to these main competitors, Robert Half offers staffing,
permanent placement, recruiting, and consulting services; Right Management
Consulting is involved in career development, management and consulting; and
Provant provides training, career development, and product sales.
The principal competitive factors in obtaining customers appear to be
strong sales and marketing, life-changing and unique principles, competitive
pricing, and good customer service. The Company believes it maintains a strong
emphasis on these factors, which will be an important competitive advantage for
the Company.
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Employees
As of May 1, 2000, the Company had 35 full time employees. Its
employees are not represented by a labor union and are not subject to any
collective bargaining arrangement. The Company has never experienced a work
stoppage and believes that its relations with its employees are good. Corporate,
administrative and management services involves 11 of these full time employees.
Intellectual Property and Proprietary Rights
The Company relies on copyright and trademark laws and contractual
provisions to protect its proprietary rights. The Company has applied for
trademark registration for the marks "The Murdock Group" and "The Murdock Group
Career Satisfaction Corporation," and copyright protection for "The Jobseekers
Bible" and the Career Insight Sessions course materials. The Company anticipates
that it will continue to evaluate the registration of additional service marks
and trademarks, as appropriate.
Litigation may be necessary to protect these proprietary rights.
Litigation, if it should become necessary, may be time-consuming and costly.
Despite the Company's efforts to protect its proprietary rights, unauthorized
parties may attempt to copy aspects of its services or to obtain and use
information that the Company regards as proprietary. In addition, there are few
barriers to entry into the market for the Company's services. It is possible
that one or more of the Company's competitors, many with greater financial and
other resources than the Company, will independently develop technologies that
are substantially equivalent or superior to those of the Company.
Research and Development Expense
The Company expended $883,967 in 1998 and no funds in 1999 to finance
research and development, and to field-test multiple products, with the goal of
developing a sales and delivery system that can be duplicated on a national
level.
Real Estate Division
In September 1999, the Company created a real estate division to
acquire, hold and sell real estate. This division has been organized on an
experimental basis; if this venture succeeds, the Company may organize a
subsidiary to continue these operations. The vice president of the Real Estate
Division is a licensed real estate broker.
As of December 31, 1999, the Company had acquired a total of 2,425
acres of real property for consideration valued at $11,067,850. The purchase
price for these properties was paid in cash, stock and assumption of debt or a
combination of one or more of these. The Company may continue to purchase raw
land with development potential or commercial real estate. Shortly after
acquiring these properties, the Company pledged them as collateral for loans
totaling approximately $8,528,795. The proceeds of these loans were used as
working capital. See "Description of Property" in Item 2.
Myjobsearch.com, inc.
On June 22, 1999, the Company formed myjobsearch.com, inc., a Delaware
corporation ("MJS"), as a subsidiary to provide an Internet-based career
management resource to distribute and maintain online career contents for
businesses and individuals. At the time of its formation, the Company licensed
to MJS the non-exclusive right to online use of the career insight sessions
comprising the System. In addition, since inception of MJS, the Company had
loaned MJS approximately $616,559 as of December 31, 1999. By April 1, 2000, the
amounts advanced to MJS totaled approximately $1,800,000.
On April 10, 2000, the Board of Directors of the Company authorized the
conversion of this sum into 720,000 shares of MJS Series A Convertible Preferred
Stock as part of a $6 million private placement. Gross proceeds to MJS in that
offering as of the date of this report were approximately $6 million (including
the conversion of amounts owed to the Company).
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In June 1999, MJS sold approximately 30% (approximately 1,372,449
shares) of its outstanding common stock to the Company's shareholders at a price
of $.01 per share. Each shareholder of the Company purchased one share of MJS
common stock for each share of the Company's common stock the shareholder owned.
In July and August 1999, MJS obtained initial financing by selling approximately
7% (252,700 shares) of its common stock to nine investors for $1.50 per share,
for gross proceeds to MJS of $379,050.
The Company continues to own approximately 55% (2,000,000 shares) of
the outstanding common stock and approximately 33% of the outstanding preferred
stock of MJS. In addition, the executive officers and directors of the Company,
as a group, are the beneficial owners of approximately 19% of the outstanding
common stock of MJS.
On April 10, 2000, MJS effected a reverse split of its common stock,
reducing the number of issued and outstanding shares of common stock by a factor
of 1 for 10. Except as otherwise noted, all information in this report
concerning MJS reflects this one-for-ten reverse split.
MJS Business Approach
MJS's website, located at www.myjobsearch.com, has compiled online
resources designed to empower jobseekers to find jobs they want or advance
within their current employment. It aggregates contacts, community and coaching,
and includes over 170,000 links to online job boards, recruiters, Fortune 500
companies, classified ads and other employment-related content.
In addition to maintaining this website for use by individual job
seekers, MJS syndicates this environment to online communities, career service
providers, content providers and educational and government entities looking to
add value to their own websites. Representative customers include newspapers,
colleges and universities, community and government placement and counseling
centers. Proceeds from the sale of MJS convertible preferred stock will be used
to increase marketing and sales efforts of the content and related services.
MJS operates in the career services industry, which encompasses
multiple aspects of the job search, career placement and career counseling and
consulting markets. MJS estimates that the overall career services industry,
including classified advertising, executive recruitment and staffing services,
is greater than $80 billion annually in the U.S.
MJS plans to use its website and the Company's experience in the job
search and career services industry to become a significant online resource for
the job seeker. To accomplish this objective, MJS has developed a strategy with
the following main elements:
o Build the premier online job search environment tailored to the needs of the
individual job seeker; o Build a network of website partners who license and use
this environment and its content; o Build and develop the MJS brands; and o
Become the online job seeker's career agent by providing key products and
services needed in the job search process.
MJS generates revenues through licensing fees from website partners who
want to improve career resource content on their websites. MJS charges its
partners initial setup fees and continued monthly maintenance fees in exchange
for site content. MJS intends to sell sponsorship and banner advertising on its
website and on the websites of its partners, where the revenues will be shared
with those partners. MJS also expects to generate revenues through the sale of
services and products targeted to the job seeker. Examples of such services and
products include coaching and consulting services, instructional videos, tapes
and books, computer programs and a broad range of additional useful products.
MJS Management and Employees
The MJS management team includes KC Holmes and Heather Stone, who also
serve as executive officers and directors of the Company.
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As of April 15, 2000, MJS employed 35 people. These employees are not
represented by a labor union and are not subject to any collective bargaining
arrangement. MJS has never experienced a work stoppage and believes that it has
good relations with its employees.
Item 2. Description of Property
Office Space Leases
The Company's corporate offices and operations are housed in class A
office space. The Company believes that a professional appearance is important
when providing services to professionals. The headquarters and Salt Lake City
Career Development and Real Estate Divisions offices are located at 5295 So.
Commerce Drive, Suite 475, Salt Lake City, Utah 84107. The telephone number is
(801) 268-3232. These offices occupy 9,245 square feet, for a rent payment of
$15,816 per month. The lease term expires on April 30, 2003. Lease payments
gradually increase each year of the lease term and the monthly payment for the
final year is $18,490. The Real Estate Division occupies approximately 1,000
square feet of this space.
During 1999 the Company opened offices in Seattle, Washington, and
Portland, Oregon. These offices have since been closed to improve the Company's
cash position, eliminate non-performing branches and facilitate reworking of the
branch operating model to increase cash flow by developing alternatives to the
2-year client financing currently offered to clients. Cancellation of the
Seattle lease resulted in the forfeiture of a $150,000 lease deposit.
Cancellation of the Portland lease resulted in a charge of $103,807. As of the
date of this report, both leases have been satisfied.
Investments in Real Property
The Company owns the following real property:
1. 71.32 acres in Bluff, Utah, for which the Company is seeking
re-zoning for home and RV lot development. This property was acquired
for 1,293,334 shares of common stock and assumption of $60,000 in
debt. The Company has pledged this property as collateral for two
loans totaling $2,822,613, as follows: (i) principal of $1,116,324 at
24% interest per annum, payable to a private family trust and (ii)
principal of $1,646,289 at 25% interest per year, payable to a private
investment group with no stated due date. The assumed debt consists of
$60,000 at 3% over prime, payable to a bank in monthly installments of
principal and interest.
2. 280 acres in Eastland, Utah, for which the Company is now
developing plans. This property was acquired from a private family
trust for 346,667 shares of common stock and $480,000 on contract with
the seller. The Company has pledged this property as collateral for a
loan with principal of $475,000 at 18% interest per annum, payable to
an unrelated party with a due date in May 2000. The contract loan of
$480,000 is interest free, with payments of principal at $20,000 per
month until paid.
3. .62 acres in Blanding, Utah, including a 4,774 square foot
office building that is leased back by the seller, who also has an
option to buy it back at a future date. This property was acquired
from the same private family trust that sold the Company parcels 1 and
2. The purchase price was paid with 546,667 shares of common stock and
assumption of $30,000 in debt, which has been paid. This property is
currently leased to a retail pottery shop for $1,000 per month. The
Company has pledged this property as collateral for a $338,875 loan
from a private company. This loan bears interest of 18% and is due in
May 2000.
4. 86 acres in West Mountain, Utah, which is listed for sale with
a real estate broker. This property is located in an area zoned for
5-acre lots minimum and has access from the main highway. This
property was acquired from an unrelated third party for $80,000 cash,
220,000 shares of common stock and $96,000 payable on a contract with
the seller. This property is encumbered by a pledge as collateral for
a loan in principal amount of $310,000 at 30% interest per year
payable to a private company and is due in September 2002. The
contract with the seller requires repayment of principal of $96,000 at
8% interest payable to the seller in August 2001.
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5. 37.5 acres in Genola, Utah, for which the Company is currently
developing plans. This property was acquired from an unrelated third
party for $48,900 cash and 293,400 shares of common stock. This
property has been pledged as collateral for an unrelated party in
principal amount of $313,000. This loan bears 18% interest and is due
in June 2000.
6. 33.5 acres in Payson, Utah, now zoned commercial (22.5 acres)
and industrial (11.1 acres), which is currently listed for sale
through a real estate broker. This property was acquired from an
unrelated third party for $268,000 cash and 714,667 shares of common
stock. The property has been pledged as collateral for two loans
totaling $1,265,000, as follows: (i) $756,000 at 13.5% interest
payable to a private lender and due in November 2001; and (ii)
$509,000 at 18% interest to an unrelated party and due on May 10,
2000. The Company intends to renegotiate or refinance this loan.
7. 20 acres in Elk Ridge, Utah. This is residential property
located in a prestigious area of south Utah County, and has been
listed for sale to a developer. This property was acquired from an
unrelated third party for 266,667 shares of common stock and $200,000
payable on contract with the seller. The property has been pledged as
collateral for a loan in principal amount of $385,000 bearing 18%
interest per annum and payable to an unrelated party in May 2000. The
contract loan with the seller is for principal of $200,000 at 0%
interest.
8. 160 acres near Starvation Reservoir, Duchesne County, Utah,
for which the Company has prepared a plat containing 22 lots of 5
acres or more. If the County Commission approves the plat, the Company
intends to contract with a local realtor to sell the lots as platted,
unimproved lots. This property was acquired from an unrelated third
party for 106,667 shares of common stock. This property has been
pledged as collateral for a loan from a private lender of $100,000, of
which $20,000 remains in an escrow account. This loan bears interest
at 30% per year and is due in December 2000.
9. 1,227 acres near Fairview, Utah. This property is recreation
and hunting land that the Company intends to sell as a single piece.
This property was acquired from an unrelated party for $250,000
cash and 201,433 shares of common stock. This property has been
pledged as collateral for two loans totaling $1,103,806 as follows:
(i) $275,000 at 18% interest per year payable to the same private
lender; and (ii) $828,806 bearing interest at 25% per annum payable
to an unrelated group of investors.
10. Two parcels totaling 7 acres near Woodland, Utah, consisting
of two building lots next to Wolf Creek Estates (a 120-acre
subdivision, with lots selling from $800,000 to $1.6 million). These
lots are currently listed for sale. This property was acquired from an
unrelated third party for $41,750 cash and 127,500 shares of common
stock. This property has been pledged as collateral for a loan from a
private lender of $100,000.
11. 120 acres in Francis, Utah, part of a 550 acre proposed
development that, if all parties concur, will include a golf course.
The prospective buyers are golf course developers who want to develop
the golf course before developing the surrounding property. This
property was acquired from the same unrelated party as parcel 10 for
$72,000 cash and 272,000 shares of common stock. The property has been
pledged as collateral for a loan of $256,000 at 13.5% interest per
year payable to a private lender, due in December 2001.
12. 82.95 acres in Spanish Fork, Utah, which earns $4,000 per
month from various leases. A large section of the property was
recently used as a gravel pit. The Company is seeking county approval
to use the excavated area as an expanded sand and gravel operation, an
asphalt and concrete recycling facility, and a construction and
demolition landfill. This property was acquired from an unrelated
third party for $808,000 cash and 1,288,000 shares of common stock.
This property is pledged as collateral for a loan of $938,000 from a
private lender. This loan bears 90% interest per annum and is due on
demand. The Company is presently seeking to refinance this loan at
more favorable rates and on more favorable terms with a different
lender.
All shares of common stock issued in the above transactions are
restricted shares and were issued without registration under exemptions from
registration available under federal and state securities laws. Total monthly
debt service on all encumbrances secured by the real property totals $108,428.
The Company believes that there is sufficient equity in these properties to
permit it to refinance the original debt at more favorable rates and on more
favorable terms, which would improve cash flow and profitability of the Company.
However, there is no assurance that the Company will be successful in its
efforts to refinance its debt or to sell the property or that if a piece of
property is sold that the proceeds from that sale will exceed the amounts due
under the various encumbrances to which the property may be subject.
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The Company expects to use the proceeds from the sale of any real
property to the extent the proceeds exceed applicable liens and encumbrances to
help support its general business operations. The Company believes that the
availability of these properties for financing and the potential for profit from
the sale of these properties provide the Company with flexibility in pursuing
its business plan. With one exception, all of these properties are uninsured raw
land. The Company requires the tenant of the small building in Blanding, Utah to
maintain general insurance protection deemed adequate by the Company.
Myjobsearch.com, inc. Office Space
The principal offices of myjobsearch.com, inc. are located at 56 West
400 South, Suite 201, Salt Lake City, Utah. MJS leases approximately 9,644
square feet in a restored historic building under a lease that expires in 2002.
Its Internet servers are located in leased facilities in Sunnyvale, California
owned and operated by Qwest Communications.
Item 3. Legal Proceedings
The Company is not a party to, and none of its property is subject to,
any pending or threatened legal proceedings which, in the opinion of management,
are likely to have a material adverse effect on the financial condition, results
of operations or cash flows of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
fourth quarter of fiscal year 1999.
Part II
Item 5. Market for Common Equity and Related Stockholder Matters
Trading Market
From inception and through the year ended December 31, 1999, there was
no established market for the Company's securities. The common stock of the
Company was approved for quotation under the symbol "TMGS" on the Nasdaq
Electronic Bulletin Board, an over-the-counter market, on April 10, 2000.
Holders
As of April 1, 2000, there were approximately 147 holders of the
Company's voting common stock.
Dividends
The Company has not paid cash dividends on any class of its common
stock. The Company expects to invest its profits, if any, for the foreseeable
future.
Recent Sales of Unregistered Securities
The Company was formed in November 1997 and succeeded to the business
currently conducted under the name "The Murdock Group" in May 1998. During 1998
and 1999 the Company sold the following securities without registering the
securities under the Securities Act of 1933:
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1998
In January 1998, the Company issued 150,000 shares of common stock to
employees. These shares were valued at $.001 per share.
In March 1998, the Company issued 30,000 shares of common stock to two
Company executives as compensation for services. These shares were valued at
$.001 per share.
In April 1998, the Company issued 25,000 shares of common stock to
lenders as consideration for extending credit to the Company. These shares were
valued at $.001 per share.
In August 1998, the Company issued 344,000 shares of common stock to
employees for services, valued at $.001 per share.
In September 1998, the Company sold 375,000 shares of common stock
to an investor for a purchase price of $1.33 per share. Also that month the
Company issued 84,000 shares of common stock to an employee as compensation.
In October 1998, the Company issued 27,500 shares of common stock to
three lenders as additional consideration for extending credit to the Company.
These shares were valued at $1.00 per share for purposes of these transactions.
1999
During the year ended December 31, 1999, the Company issued a total of
113,600 shares of its common stock to certain employees for compensation as
follows:
o June 1999, 74,600 shares
o September 1999, 2,000 shares
o October 1999, 35,000 shares
o December 1999, 113,600 shares
During the year ended December 31, 1999, the Company sold a total of
1,103,187 shares of its common stock for cash without registration under the
Securities Act as follows:
o March 1999, 4,068 shares
o June 1999, 1,023,669 shares
o July 1999, 50,000 shares
o September 1999, 25,450 shares
The Company also issued a total of 584,722 shares of its common stock
during 1999 to service providers, consultants and others for services rendered
to the Company as follows:
o May 1999, 10,000 shares
o June 1999, 345,000 shares
o August 1999, 100,000 shares
o September 1999, 48,880 shares
o October 1999, 50,000 shares
o November 1999, 9,534 shares
o December 1999, 21,308 shares
During 1999, the Company issued 3,060,539 shares of its common stock to
convert debt to equity as follows:
o May 1999, 226,000 shares
o June 1999, 2,834,539 shares
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The Company issued a total of 2,480,068 shares of common stock in
August 1999 as partial consideration for the purchase of real property, as
described elsewhere in this report.
In connection with all of the sales of restricted stock described
above, the Company relied upon exemptions from the registration requirements of
the Securities Act of 1933, including the exemptions afforded by Rule 505 and
Section 4(2) under the Securities Act for offers and sales of securities not
involving any public offering. The purchasers of such shares represented and
warranted to the Company that they were acquiring the shares for their own
account and for investment and not with a view to the public resale or
distribution thereof. In addition, the purchasers were advised that the
securities issued in these transactions are restricted securities and that there
are significant restrictions on transferability applicable to the securities by
reason of federal and state securities laws and that the purchasers could not
sell or otherwise transfer the securities except in accordance with the
applicable securities laws. In each case the purchasers were provided with
access to all material information (and with the opportunity to ask questions
and receive answers) regarding the Company and the securities, and the
purchasers represented that they were accredited investors under Rule 501 of
Regulation D or they have such knowledge and experience in financial and
business matters that they are capable of evaluating the merits and risks of the
acquisition and holding of the securities issued in these transactions. A legend
was placed on all certificates and instruments representing these securities
stating that the securities evidenced by such certificates or instruments have
not been registered under the Securities Act and setting forth the restrictions
on their transfer and sale.
Item 6. Management's Discussion and Analysis or Plan of Operation
The following discussion and analysis should be read in conjunction
with the Company's financial statements and the notes thereto contained
elsewhere in this report. The discussion of these results should not be
construed to imply any conclusion that any condition or circumstance discussed
herein will necessarily continue in the future. When used in this report, the
words "believes," "anticipates," "expects," and similar expressions are intended
to identify forward-looking statements. Those statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those that are modified by such statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof. The Company undertakes no obligation to publicly release the
results of any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date of this report, or to reflect the
occurrence of unanticipated events.
General
The Company has incurred significant losses to date developing its
proprietary job-search technology into a training system that can service a
larger volume of customers than its original one-on-one coaching. The Company
completed development of this system and has marketed it to the public since May
1998.
The Company plans to refine its operating model and open additional
branches in the future. Additional profitable branches will allow the Company to
allocate administrative costs across multiple locations, thereby improving the
utilization of its infrastructure. With the completion of the new proprietary
job-search technology training system the Company has experienced a reduction in
client cancellations and discounts and improved collection of client
receivables.
On June 22, 1999, the Company formed MJS, an Internet subsidiary that
aggregates much of the job-search information on the Internet into one location
for the job seeker. MJS also provides tools for the job seeker to enhance the
job search process.
In September 1999, the Company formed a Real Estate Division to provide
operating capital by acquiring real property, generally undeveloped, in exchange
for shares of the Company's common stock, and pledging the property as
collateral for loans while seeking to sell the property to developers at a
profit.
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Results of Operations
Year ended December 31, 1999 Compared to the Year Ended December 31, 1998
Net service revenues increased 38% to $2,351,313 for the year ended
December 31, 1999 compared to $1,709,055 for the prior year. The increase in net
service revenues was primarily a result of reduction in the rate of
cancellations and a reduction in the amount of discounts given to customers.
Service revenues decreased to $2,577,366 for the year ended December 31, 1999,
compared to $2,852,705 for the prior year. The decrease in service revenue was
primarily a result of the type of contract sold. These contracts do not provide
guarantees for the customer and as a result make the service more difficult to
sell. Also, the Company requires clients to attend certain career training
workshops before the client's contract is accepted. This has resulted in
reductions in both service revenues and cancellations. The Company has also
tightened its credit policy with a focus on selling to those customers with the
ability to pay for the service.
Direct cost of services decreased to $715,433 for the year ended
December 31, 1999, compared to $1,479,049 for the prior fiscal year. The
decrease in direct cost of services is a result of lower sales and improved
delivery of the company's product using a group setting as compared to
one-on-one coaching. The Company has also focused on costs associated with the
delivery of the product to the client and reduced such costs where possible.
Gross profit as a percentage of net service revenues was 70% for the year ended
December 31, 1999, compared to 13% for the prior year. The improvement in gross
profit as a percentage of sales was primarily a result of the delivery of the
Company's new product in a group setting, the target reduction of expenses where
possible and the reclassification of certain indirect costs associated with
advertising in 1998.
General and administrative expenses, which include selling expense,
increased to $8,842,386 for the year ended December 31, 1999, compared to
$5,099,807 for the prior fiscal year. The increase in general and administrative
expense is a direct result of a one-time write-off of deferred offering costs of
approximately $200,000 associated with the Company's initial public offering for
the year ended December 31, 1999, which were not incurred during the
corresponding period of the prior year. In addition the Company incurred
approximately $254,000 in expenses associated with the closing of the Seattle
and Portland branches.
Interest expense increased to $6,478,735 for the year ended December
31, 1999, compared to $1,845,708 for the prior year. The increase in interest
expense was a result of higher outstanding debt balances, increased rates on
funds borrowed and certain costs incurred with obtaining financing. See
"Liquidity and Capital Resources." The Company anticipates that the acquisition
of real estate to be used as collateral for loans will reduce the interest rates
on its borrowings.
Liquidity and Capital Resources
The Company has suffered recurring losses from operations since its
inception in 1996, and as of December 31, 1999, had an accumulated deficit of
$21,678,710. The accumulated deficit reflects losses associated with the
development and startup of operations and significant costs for research and
development for the Company's propriety job-search technology and training
system and costs associated with the startup of the Company's Real Estate
Division and its Internet subsidiary. The Company has also experienced losses
from interest expense associated with the large amount of debt the Company has
incurred which carry high interest rates.
Once the branch model is perfected, this technology should enable the
Company to effectively service a large volume of customers in each office and
provide a model to expand operations into other locations.
During the year ended December 31, 1999, the Company acquired several
parcels of land primarily with its common stock. Several parcels have also
required cash down payments of approximately 20% and the assumption of debt. As
of December 31, 1999 the Company has acquired land with an estimated value of
approximately $11,067,850. To purchase this land the Company incurred additional
debt totaling approximately $2,506,150 in the form of cash down payments, debt
assumptions or seller financing, and issued stock of the Company valued at
approximately $8,482,500. The Company intends to use the acquired land as
collateral to secure new favorable debt to replace the Company's existing
short-term, high interest rate debt.
At December 31, 1999, the Company had a working capital deficit of
approximately $16,523,033. This working capital deficit is a result of funding
operating losses primarily through short-term borrowings. The interest rates
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<PAGE>
associated with these short-term borrowings are significantly higher than prime
interest rates. The Company believes that with its recent land acquisitions, it
can significantly reduce the short term, high interest rate debt with more
favorable lower interest rate debt. Some of the land may also be sold to reduce
the Company's total debt and fund future operations.
The Company filed a registration statement for an initial public
offering of its securities on October 6, 1998, which was declared effective by
the Securities and Exchange Commission (SEC) on January 28, 1999. The offering
was undertaken by the Company on a best efforts no minimum basis, without an
underwriter. The proposed offering consisted of the offer and sale of 2,500,000
shares of class A common stock at $5 per share, and $3,000,000 in 4-year term
bonds. During the period between January 28, 1999 and May 9, 1999, the Company
received subscriptions totaling $3,211,930 for the sale of shares and $12,000
for the sale of bonds. These proceeds were initially intended to retire debt,
however, in May 1999, the Company terminated the offering and offered rescission
to the initial investors. By amendment to the registration statement, the
Company deregistered all unsold securities originally included in the offering
and contemporaneously terminated its offering in all states where it was
registered. Recent Accounting Pronouncements
For the year ended December 31, 1999, the Company adopted SFAS No. 130,
"Reporting Comprehensive Income" (SFAS 130). SFAS 130 requires entities
presenting a complete set of financial statements to include details of
comprehensive income that arise in the reporting period. Comprehensive income
consists of net earnings or loss for the current period and other comprehensive
income, which consists of revenue, expenses, gains and losses that bypass the
statement of earnings and are reported directly in a separate component of
equity. Other comprehensive income includes, for example, foreign currency
items, minimum pension liability adjustments and unrealized gains and losses on
certain investment securities.
SFAS 130 requires that components of comprehensive income be reported
in a financial statement that is displayed with the same prominence as other
financial statements. SFAS is effective for fiscal years beginning after
December 15, 1997 and requires restatement of prior period financial statements
presented for comparative purposes.
During January 1998, the American Institute of Certified Public
Accountants ("AICPA") issued Statement of Position 98-5 "Reporting on the Costs
of Start-up Activities" (SOP 98-5). SOP 98-5 becomes effective for all fiscal
years beginning after December 15, 1998. The Company adopted SOP 98-5 in its
fiscal year that began January 1, 1999.
Certain Risk Factors
This Report contains forward-looking statements that may be affected
by, risks and uncertainties including many that are outside the Company's
control. The Company's actual operating results could differ materially as a
result of certain factors, including those set forth below and elsewhere in this
Report.
Absence of Profitable Operations. From its inception, the Company has
not achieved profitable operations and continues to operate at a loss. Although
the Salt Lake City-based Career Development Division operated profitably during
1999, expenses associated with corporate headquarters, interest expense and the
costs associated with the start-up of the Real Estate Division and the Internet
subsidiary exceeded the profits generated by that location. The present business
strategy is to improve profitability and cash flows by generating profits
through the sale of real property in the Real Estate Division and adding to the
Company's existing product line and distribution channels in the Career
Development Division and myjobsearch.com. While management believes the cash
generated by operations together with the proceeds from the sale of real
property owned by the Company will satisfy its ordinary cash requirements for at
least 12 months, there can be no assurance that the Company will achieve
profitable operations or that it will not require additional financing to
achieve its business plan. See "Management's Discussion and Analysis or Plan of
Operation."
"Going Concern" Issues. The financial statements of the Company have
been prepared on the assumption that it will continue as a going concern. The
Company's revenues have been limited and it has been necessary to rely upon
loans and capital contributions to sustain operations. Additional financing is
required if the Company is to continue as a going concern. If additional funding
is not obtained, the Company will be required to scale back or discontinue its
operations.
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<PAGE>
Uncertainty of Future Financial Results. Profitability depends upon
many factors, including the success of its marketing program, its ability to
identify and obtain the rights to additional products to add to its existing
product line, expansion of its distribution and customer base, maintenance or
reduction of expense levels and the success of the business activities. The
Company has an accumulated deficit as of December 31, 1999 of $20,950,950. The
Company anticipates that it will continue to incur operating losses in the
future. The ability to achieve profitable operations will also depend on its
ability to develop and maintain an adequate marketing campaign and control costs
and expenses. There can be no assurance that the Company will be able to develop
and maintain adequate marketing and distribution resources. If adequate funds
are not available, the Company may be required to materially curtail or cease
its operations. See "Management's Discussion and Analysis or Plan of Operation."
Intense Competition. The career development, real estate and Internet
industries, including those segments in which the Company is engaged, are each
characterized by intense competition. Many of the Company's competitors and
potential competitors are much larger and consequently have greater access to
capital. Moreover, many of the Company's competitors have far greater name
recognition and experience. There can be no assurance that competition from
other companies will not render the Company's products and services and its
business generally, noncompetitive.
Environmental Risks. The real property owned by the Company may pose or
contain environmental hazards or risks and the ownership, development or sale of
such properties may subject the Company to federal, state and local laws and
regulations governing the use, manufacture, storage, handling and disposal of
such materials and certain waste products. Although the Company believes that
its activities currently comply with the standards prescribed by such laws and
regulations, the Company could be held liable for any damages that result and
any such liability could exceed the resources of the Company. In addition, there
can be no assurance that the Company will not be required to incur significant
costs to comply with such environmental laws and regulations in the future.
Dilution. A significant number of shares of the Company's common stock
are authorized but not issued. In addition, there are a substantial number of
shares of common stock reserved for issuance upon the exercise of certain
options, warrants and similar rights. If and to the extent such options,
warrants or rights are exercised, or if the Board of Directors determines to
issue authorized but previously unissued shares of common stock in connection
with acquisitions of real property or other transactions, such issuances could
substantially dilute the voting power of the existing shareholders. Furthermore,
the possibility of such issuances may adversely affect the market for the
Company's common stock, should such a market ever develop.
Item 7. Financial Statements
The Company's financial statements and associated notes are included in
this report on pages F-1 through F-19.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
On December 22, 1999, the Company's Board of Directors authorized the
engagement of the firm of Hansen, Barnett & Maxwell, certified public
accountants, a professional corporation, to audit the consolidated balance sheet
of the Company as December 31, 1999, together with the related statements of
operations, stockholders' equity, and cash flows for the year then ended. The
engagement also includes the review of quarterly financial statements during the
year 2000.
The former accounting firm engaged by the Company for the year ended
December 31, 1998 and from January 1, 1999 to December 22, 1999, David T.
Thomson, P.C., was dismissed on December 22, 1999.
The report of the former auditor on the Company's consolidated
financial statements for the year ended December 31, 1998 contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principle, except that such report on the
consolidated financial statements included an explanatory paragraph with respect
to the Company being in the development stage and its having suffered recurring
losses which raise substantial doubt about its ability to continue as a going
concern.
14
<PAGE>
In connection with the audits for the year ended December 31, 1998, and
through December 22, 1999, the Company has had no disagreements with the former
auditor on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of such auditor would have caused it to make reference
thereto in its report on the consolidated financial statements for 1998.
During the year ended December 31, 1998, and through December 22, 1999,
there have been no reportable events (as defined in Item 304(a)(1)(iv) of
Regulation S-B).
The former auditor has provided to the Company a letter addressed to
the Securities and Exchange Commission stating that it has reviewed the
disclosure provided in this section of this report on Form 10-KSB and has no
disagreement with the relevant portions of this disclosure, pursuant to the
requirements of Item 304(a)(3) of Regulation S-B. A copy of such letter is filed
as an Exhibit to this report.
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act
Directors
KC Thane Holmes, Chairman, Chief Executive Officer, age 32. Mr. Holmes
has served as a director and executive officer of the Company since its
formation. He received a BA degree from Brigham Young University in Psychology
with a minor in Business and Accounting in 1992. Prior to founding Envision
Career Services, L.L.C. and acquiring The Murdock Group in 1996, he served as a
technical sales representative for Provider Solutions, an Elk Ridge, Utah based
software developer from 1995 to 1996, and an account executive and technical
engineer for Ameritech Library Services of Provo, Utah, a creator of custom
software for America's largest libraries, from 1991 to 1995. He is the Chairman
of Open Sea Inc., a marketing business, a former owner of a Provo-based real
estate investment firm, and a former owner of Classic Coupons, a Provo-based
coupon business. Mr. Holmes also serves as a Director, Chairman and CEO of MJS.
Heather J. Stone, Director, President, age 30. Ms. Stone received an
MBA from the University of Phoenix with a focus on marketing and strategic
planning in 1992 and a BA in English from Brigham Young University in 1990.
She served as Director of Product Management for ViewSoft, Inc., a Provo-based
software firm, from 1994 to 1996, and a Product Line Manager for Novell, Inc., a
networking software firm, for several years. She was a technical writer for
Clyde Digital Systems (RAXCO), an Orem, Utah-based software company, from 1987
to 1991. She has contributed articles to technical journals and won several
writing awards. She has served as a director since the company's formation. Ms.
Stone also serves as a Director and President of MJS. Lance Heaton, Director,
Treasurer, age 29. For the four years before serving as a director and employee
of the Company, Mr. Heaton was Vice President of Finance and Operations for
Garden Country Inc., a regional retail chain. From 1994 to 1998, he was the
managing member of Heaton, Hall and Associates, a real estate company and the
controller of financial operations for Heaton Enterprises, a local restaurant
chain. Mr. Heaton received a BA in Economics from the University of Utah. He has
served as a director since December 13, 1999. Mr. Heaton also serves as a
Director of MJS. Mr. Holmes and Mrs. Stone are brother and sister. Directors
serve for a one-year term or until their successor is elected and qualified.
Executive officers
In addition to those executive officers who also serve as directors,
namely Mr. Holmes, Ms. Stone and Mr. Heaton, the following persons serve as
executive officers of the Company:
Kathleen Gage, Vice President of Career Development, age 45. Ms. Gage
joined The Murdock Group in 1999 as the Salt Lake City Branch Manager, and
became the Vice President in October 1999. Since 1994, she owned and operated
15
<PAGE>
her own consulting business. Kathleen is a prominent public speaker and is past
president of the Utah Speakers Association. As a Certified Practitioner of Neuro
Linguistics Programming, she has broad experience in sales, marketing,
management, public relations, trade show management, events coordination
promotion and advertising sales. She is the recipient of numerous business
awards including the 1995 Utah Speakers Association Speaker of the Year.
Perry Frandsen, Vice President of Real Estate, age 45. Mr. Frandsen is
a licensed real estate broker in the State of Utah. Before joining the Company
in 1999, he participated in the development of the state licensing exam while
licensed as a state real estate instructor. He is a member of the National Board
of Realtors (GRI designee) and past member of the National Association of Home
Builders (HBA). Mr. Frandsen comes to The Murdock Group with over 24 years of
real estate, land development and management experience. He has owned and
operated a Salt Lake based land development company and several limited
partnerships with real estate holdings in Utah and Jackson Hole, Wyoming. Most
recently he managed the Salt Lake City Division of Pulte Home Corporation, the
nation's largest homebuilder.
Stephen Fitzwater, Vice President of Operations, age 41. Before Mr.
Fitzwater joined the Murdock Group in 1997 he founded Advanced Massage Therapy,
an alternative therapy business. From 1993 to 1998 he owned and operated
Greentree Properties, a Utah-based real estate investment firm specializing in
turning around distressed properties. Before moving to Utah in 1993, Mr.
Fitzwater worked in the entertainment industry, culminating as the general
manager of the largest nightclub on the West Coast.
Chet Nichols, Controller, age 41. Mr. Nichols joined The Murdock Group
in January 2000. He graduated from the University of Utah in Accounting and
Business Management and completed his CPA Testing in 1993. Mr. Nichols has
worked in the accounting profession since 1982 in the Financial Services arena
as a Reporting, Budget, Forecasting, and Strategic Planning Manager. He has been
a Controller since 1990 in the Manufacturing and Professional Services
industries, and has broad experience in Management, Business Planning,
Information Systems, Accounting infrastructure and procedures, Human Resources,
Business Consulting, and Tax.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who beneficially own more
than 10% of a registered class of the Company's equity securities to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% shareholders are required
by regulation of the Securities and Exchange Commission to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely upon its review of the copies of such forms furnished to
it, and representations made by certain persons subject to this obligation that
such filings were not required to be made, the Company believes that all reports
required to be filed by these individuals and persons under Section 16(a) were
filed and it is not aware of any transactions in its outstanding securities by
or on behalf of any director, executive officer or 10% holder, which would
require the filing of any report pursuant to Section 16(a) during the fiscal
year ended December 31, 1999, that was not filed with the Commission.
Item 10. Executive Compensation.
The following table summarizes the compensation of the Chief Executive
Officer of the Company during the past three fiscal years. No executive officer
of the Company earned more than $100,000 during the year ended December 31,
1999.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Annual Compensation Compensation
------------------- -----------------------
Restricted Securities Underlying
Position Year Salary ($) Stock Awards Options / SARs (#) (3)
- --------------------------------- ----------- ----------------- ------------ -----------------------
<S> <C> <C> <C> <C>
KC Holmes 1997 $ - 0 0/0
CEO 1998 $ - 0 0/0
1999 $ 73,728 1,000 8,000/0
</TABLE>
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Stock Option Grants
The table below sets forth the stock option grants made by the Company
to the Chief Executive Officer during the past fiscal year.
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
Percent of total
Number of Securities Options granted to
Underlying Options employees Exercise Price Expiration
granted in fiscal year per Share Date
Name
<S> <C> <C> <C> <C>
KC Holmes 8,000 .85% $1 July 2003
</TABLE>
Compensation of Directors
Directors of the Company were not paid any compensation for their
services as members of the Board during the year ended December 31, 1999.
1999 Stock Option and Incentive Plan
On July 1, 1999, the Board of Directors adopted the TMG 1999 Stock
Option and Incentive Plan (the "1999 Plan"). The 1999 Plan authorizes the
granting of awards of up to 5,000,000 shares of common stock to key employees,
officers, directors, consultants, advisors and sales representatives. Awards
consist of stock options (both non-qualified options and options intended to
qualify as "incentive" stock options under Section 422 of the Internal Revenue
Code of 1986, as amended), restricted stock awards, deferred stock awards, stock
appreciation rights and other stock-based awards, as described in the 1999 Plan.
The 1999 Plan is administered by the Board of Directors, which
determines the persons to whom awards will be granted, the number of awards to
be granted, and the specific terms of each grant, including the vesting thereof,
subject to the provisions of the 1999 Plan. The exercise price of qualified
options may not be less than 100% of the fair market value of the common stock
on the date of grant (or 110% of the fair market value in the case of a grantee
holding more than 10% of our outstanding stock). The aggregate fair market value
of shares for which qualified stock options are exercisable for the first time
by such employee during any calendar year may not exceed $100,000. Non-qualified
stock options granted under the 1999 Plan may be granted at a price determined
by the Board of Directors, not to be less than the fair market value of the
common stock on the date of grant.
The 1999 Plan also contains certain change in control provisions, which
could cause options and other awards to become immediately exercisable and
restrictions and deferral limitations applicable to other awards to lapse in the
event any "person," as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, including a "group" as defined in Section
13(d), but excluding certain of shareholders, becomes the beneficial owner of
more than 30% of the Company's outstanding shares of common stock.
As of April 1, 2000, the Company had granted options to purchase a
total of 2,165,231 shares under the 1999 Plan to 64 option holders. Of these
awards, options to purchase 826,000 shares have an exercise price of $1.00 per
share and options to purchase 1,339,231 shares have an exercise price of $1.50
per share. These options vest over periods ranging from immediately vested upon
grant to 7 years from the date of grant.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of March 21, 2000, the number of
shares of the Company's voting common stock owned by (1) each person known to
the Company to be the beneficial owner of more than 5% of the Company's
outstanding common stock, (2) by the executive officers and directors of the
Company individually, and (3) by the executive officers and directors of the
Company as a group. Except as indicated in the footnotes below, each of the
persons listed exercises sole voting and investment power over the shares of the
Company's common stock listed for such person in the table. Unless otherwise
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<PAGE>
indicated, the mailing address of the shareholder is the address of the Company,
5295 South Commerce Drive, Suite 475, Salt Lake City, Utah 84107.
Number of Shares Percent of
Name / Address (1) Class (2)
- ------------------------------------- ------------------ -------------
5% Beneficial Owners
Howe Family Trust 2,286,668 12.0%
4110 South Highland Drive
Salt Lake City, Utah 84107
Buckeneer Family Trust 1,269,167 6.7%
4110 South Highland Drive
Salt Lake City, Utah 84107
Directors and Executive Officers
KC Holmes 3,044,342 16.0%
Chief Executive Officer
Chairman of the Board
Heather Stone, President and Director 3,039,842 16.0%
Lance Heaton, Director 301,000 1.6%
Kathleen Gage, Vice President 1,000 *
Career Development Division
Perry Frandsen, Vice President 40,000 *
Real Estate Division
Stephen Fitzwater, Vice President 1,000 *
Operations
Officers and Directors as a group
(7 persons) 6,427,184 33.8%
- -----------------
* Less than 1%.
(1) Entries exclude beneficial ownership of shares issuable
pursuant to options that have not vested or that are not
otherwise exercisable as of the date hereof and which will not
become vested or exercisable within 60 days of the date of
this Proxy Statement.
(2) Percentages rounded to nearest one-tenth of one percent.
Item 12. Certain Relationships and Related Transactions
In 1998 and 1999, the Company made loans to KC Holmes, an officer and
director of the Company. These loans totaled $277,824 and $441,086 at December
31, 1998 and 1999, respectively. Each loan bears interest at the annual rate of
12%, has no maturity date, and is based on an oral agreement. The Company has
provided an allowance on its financial statements for these related party
receivables.
In 1998 and 1999, the Company made loans to Heather Stone, an officer
and director of the Company. These loans totaled $96,803 and $132,247 at
December 31, 1998 and 1999, respectively. Each loan bears interest at the annual
rate of 12%, has no maturity date, and is based on an oral agreement. The
Company has provided an allowance on its financial statements for these related
party receivables.
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<PAGE>
During 1998, the Company borrowed $70,000 from Scott Holmes, a brother
of KC Holmes and Heather Stone, directors and executive officers of the Company.
This loan was converted to stock of the Company.
The Company regularly purchases computer hardware, software, and
services from Coastlink Consulting, which is a sole proprietorship registered in
the State of Utah. The owner of Coastlink Consulting is Chris Leonard who was
also an officer and employee of the Company during 1998 and until June 1999 and
an officer of MJS from June 1999 to the date of this report. The amounts paid to
Coastlink Consulting for the years ended December 31, 1998 and 1999, were $7,102
and $0, respectively.
Interest paid to related parties for the years ended December 31, 1998
and 1999, was approximately $37,184 and $109,660, respectively. The related
parties were employees or immediate family members of executive officers and
employees of the Company.
The Company has a revolving credit arrangement at 24% per annum
calculated on month end outstanding balances, with Open Sea Corporation, a Utah
corporation. Open Sea is owned or controlled by KC Holmes and Lance Heaton,
directors of the Company, and Scott Holmes, the brother of KC Holmes. As of
December 31, 1999 Open Sea owed the Company $328,147, and the Company owed Open
Sea $0 under this arrangement.
The Company was indebted to employees and former employees in the
amount of $123,500 as of December 31, 1999, relating to a private placement
offering. The Company also owed the parents of an employee $69,896 for funds
advanced to the Company under a line of credit arrangement as of December 31,
1999. As of that date, the Company also owed employees and parents of certain
employees a total of $229,800 for funds advanced under promissory notes to the
Company.
In 1999, the Company purchased certain property in Eastland, Utah from
the Howe Family Trust, beneficial owner of approximately 12% of the Company's
issued and outstanding common stock. The terms of that transaction included an
agreement on the part of the trust to carry back a note on the balance of the
purchase price in principal amount of $480,000. The note bears no interest and
is payable in monthly principal installments over 12 months.
KC Holmes and Heather Stone are also directors, officers and principal
shareholders of MJS.
During 1999, the Company provided accounting and other services for MJS
for which MJS was assessed an allocable share of the salaries and other expenses
of the employees of the Company providing those services. From June through
December 31, 1999, the net amount accrued or paid to the Company for these
services totaled approximately $29,082.
At the time MJS was formed, the Company was its sole shareholder. The
initial capitalization of MJS was a contribution of assets and intellectual
property developed by the Company for Internet applications of its proprietary
job search curriculum. A total of 2,000,000 shares of MJS common stock were
issued at inception of MJS to the Company.
In June 1999, MJS sold 1,326,449 shares of common stock to the existing
shareholders of the Company. The offer and sale of these shares were made on the
basis of one share of MJS stock for each share of the Company's common stock
owned. The purchase price of the MJS shares in this offering was $.01 per share.
The offer and sale was not registered under the Securities Act of 1933 in
reliance upon an exemption from registration under the rules promulgated under
the Securities Act. Our Chief Executive Officer and President each purchased
304,884 shares of MJS common stock in that offering based on their ownership
interest in the Company.
MJS and the Company entered into a license agreement for MJS's
exclusive use on the Internet of the proprietary job search system developed by
the Company. Under the terms of the license agreement, MJS has the exclusive
right in perpetuity to use the System in Internet applications without payment
of a royalty or fee of any kind.
In June 1999, the Company entered into an agreement with MJS to loan
MJS cash for working capital. The funds for this transaction were obtained by
the Company from a private lender. As consideration for this loan, the Company,
as the sole shareholder of MJS at the time, agreed to cause MJS to issue common
stock purchase warrants to the lender for the purchase of 296,459 shares of MJS
common stock at a purchase price of $3.00 per share. These warrants are
currently exercisable and expire in 2006. Aspen Resources also has a security
interest in 1,000,000 shares of MJS common stock owned of record by the Company.
Amounts loaned to MJS under this arrangement totaled approximately $1,800,000 as
of April 10, 2000. At that date, the Company agreed to convert the amounts owing
by MJS to a subscription for the purchase of 720,000 shares of MJS Series A
Convertible Preferred Stock.
19
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits
The Company files the following exhibits with this report or
incorporates by reference to exhibits filed previously with the Securities
and Exchange Commission by the Company.
Exhibit No. Description
3.1 Articles of Incorporation dated November 5, 1997*
3.2 Bylaws dated November 5, 1997*
3.3 Amended Bylaws of The Murdock Group Career Satisfaction
Corporation dated January 3, 2000
4.1 Form of Stock certificate*
4.2 Form of Bond certificate*
10.1 Purchase of The Murdock Group by Envision Career Services, LLC
dated July 26, 1996.*
10.2 Exchange Agreement between The Murdock Group and Envision dated
May 31, 1998.*
10.3 Lease of Office Space by Corporate Headquarters*
10.4 License Agreement with myjobsearch.com, inc.
10.5 1999 Stock Option Plan
10.6 Stock Option Form of Award
10.7 Contract for Purchase of Real Property
10.8 Contract for Purchase of Real Property
10.9 Contract for Purchase of Real Property
10.10 Contract for Purchase of Real Property
10.11 Contract for Purchase of Real Property
10.12 Contract for Purchase of Real Property
10.13 Contract for Purchase of Real Property
10.14 Contract for Purchase of Real Property
10.15 Contract for Purchase of Real Property
10.16 Contract for Purchase of Real Property
10.17 Contract for Purchase of Real Property
10.18 Contract for Purchase of Real Property
16 Letter on change in certifying accountant
21.1 List of subsidiaries
23.1 Consent of Hansen Barnett & Maxwell, CPA
23.2 Consent of David Thomson, CPA
27 Financial Data Schedule
* Filed as Exhibit to the Company's registration statement on Form SB-2,
Commission File No. 333-65319.
(b) Reports on Form 8-K
The Company filed a report during the 4th quarter of the last fiscal year
to report a change in its auditor.
20
<PAGE>
Signatures
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
The Murdock Group Career Satisfaction Corporation
Dated this 12th day of May, 2000
/s/ KC Holmes
- -----------------------------------------------
KC Holmes, CEO (Principal Executive Officer)
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Dated this 12th day of May, 2000
/s/ KC Holmes
- -----------------------------------------------
KC Holmes, CEO and Director
/s/ Heather Stone
- -----------------------------------------------
Heather Stone, President and Director
/s/ Lance Heaton
- -----------------------------------------------
Lance Heaton, Director
/s/ Chet Nichols
- -----------------------------------------------
Chet Nichols, Controller (Principal Accounting Officer)
21
<PAGE>
THE MURDOCK GROUP
CAREER SATISFACTION CORPORATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
AND
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999
HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
THE MURDOCK GROUP
CAREER SATISFACTION CORPORATION
INDEX TO FINANCIAL STATEMENTS
Page
Report of Hansen, Barnett & Maxwell,
Independent Certified Public Accountants...............................F-2
Report of David T. Thomson, P.C., Independent Auditor.......................F-3
Consolidated Balance Sheets - December 31, 1999 and 1998....................F-4
Consolidated Statements of Operations for the Years Ended December 31, 1999 and
1998......................................................................F-6
Consolidated Statements of Stockholders' Deficit for the Years Ended
December 31, 1998 and 1999.................................................F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 1999 and
1998......................................................................F-8
Notes to Consolidated Financial Statements..................................F-9
F-1
<PAGE>
HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
(801) 532-2200
Member of AICPA Division of Firms Fax (801) 532-7944
Member of SECPS 345 East 300 South, Suite 200
Member of Summit International Associates Salt Lake City, Utah 84111-2693
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and the Shareholders
The Murdock Group Career Satisfaction Corporation
We have audited the accompanying consolidated balance sheet of The Murdock Group
Career Satisfaction Corporation, a Utah corporation, and Subsidiary as of
December 31, 1999, and the related consolidated statements of operations,
stockholders' deficit and cash flows for the year then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Murdock Group
Career Satisfaction Corporation and Subsidiaries as of December 31, 1999, and
the results of their operations and their cash flows for the year then ended, in
conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 8 in the
consolidated financial statements, the Company has suffered recurring losses
from operations, had a working capital deficiency of $16,523,034 and a capital
deficiency of $8,142,049 at December 31, 1999, and has had recurring negative
cash flows from operating activities. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plan in
regard to these matters are also described in Note 8. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
April 28, 2000
F-2
<PAGE>
REPORT OF INDEPENDENT AUDITOR
Board of Directors
The Murdock Group Career Satisfaction Corporation
I have audited the consolidated balance sheet of The Murdock Group Career
Satisfaction Corporation as of December 31, 1998 and the related consolidated
statements of operations, stockholders' deficit and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on the financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Murdock Group
Career Satisfaction Corporation and Subsidiaries as of December 31, 1998 and the
results of their operations and their cash flows for the year then ended, in
conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As shown in the consolidated
financial statements, the Company has experienced a consolidated net loss of
$6,636,101 for the year ended December 31, 1998 and has incurred substantial net
losses since its inception. At December 31, 1998, current liabilities exceed
current assets by $6,818,038 and total liabilities exceed total assets by
$8,095,353. These factors, and the others discussed in Note 8, raise substantial
doubt about the Company's ability to continue as a going concern. The
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
/s/ David T. Thomson, P.C.
Salt Lake City, Utah
April 22, 1999
F-3
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
December 31,
---------------------------------------
1999 1998
----------------- -----------------
Current Assets
<S> <C> <C>
Cash ....................................................................$ 1,907 $ 6,275
Current portion of contracts receivable, net ............................ 712,219 381,084
Accounts receivable - related parties.................................... 361,147 65,689
Accrued interest receivable.............................................. 120,820 621
Prepaid and other current assets......................................... 59,884 45,983
Deferred offering costs.................................................. -- 153,659
----------------- -----------------
Total Current Assets............................................... 1,255,977 653,311
----------------- -----------------
Property and Equipment, at cost
Computer equipment....................................................... 972,026 609,781
Software................................................................. 384,998 --
Furniture and fixtures................................................... 364,685 162,014
Leasehold improvements .................................................. 77,574 75,506
----------------- -----------------
1,799,283 847,301
Less: accumulated depreciation and amortization.......................... (369,849) (161,545)
----------------- -----------------
Net Property and Equipment ........................................ 1,429,434 685,756
----------------- -----------------
Other Assets
Contracts receivable - less current portion, net......................... 507,844 170,958
Deposits and other assets................................................ 96,854 419,654
Investments.............................................................. 11,067,850 25,000
----------------- -----------------
Total Other Assets................................................. 11,672,548 615,612
----------------- -----------------
Total Assets....................................................................$ 14,357,959 $ 1,954,679
================= =================
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-4
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
LIABILITIES
<TABLE>
<CAPTION>
December 31,
---------------------------------------
1999 1998
----------------- -----------------
Current Liabilities
<S> <C> <C>
Short-term notes payable.................................................$ 12,521,900 $ 2,738,700
Short-term notes payable - related parties............................... 418,196 1,075,989
Current portion of notes payable......................................... 951,963 1,915,000
Current portion of notes payable - related parties....................... 15,000 40,000
Current portion of obligations under capital leases ..................... 554,431 132,056
Accounts payable......................................................... 2,676,957 351,154
Accrued liabilities...................................................... 590,564 1,218,450
Unearned revenue ........................................................ 50,000 --
----------------- -----------------
Total Current Liabilities.......................................... 17,779,011 7,471,349
----------------- -----------------
Notes payable................................................................... 2,915,083 1,390,000
Notes payable - related parties................................................. -- 100,000
Obligations under capital leases................................................ 642,754 524,773
----------------- -----------------
Total Long-Term Liabilities........................................ 3,557,837 2,014,774
----------------- -----------------
Redeemable Common Stock
Common Stock - Class A, no par value , 775,440 shares and 375,940 shares
issued and outstanding, respectively, redeemable
at $1.50 per share...................................................... 1,163,160 563,910
----------------- -----------------
Stockholders' Deficit
Common Stock - Class A, no par value, 100,000,000 shares authorized;
18,174,637 shares and 8,112,300 shares issued and
outstanding, respectively.............................................. 13,536,661 408,900
Common Stock - Class B, no par value, 100,000,000 shares
authorized; no shares issued and outstanding............................ -- --
Accumulated deficit...................................................... (21,678,710) (8,504,253)
----------------- -----------------
Total Stockholders' Deficit........................................ (8,142,049) (8,095,353)
----------------- -----------------
Total Liabilities and Stockholders' Deficit.....................................$ 14,357,959 $ 1,954,679
================= =================
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-5
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Years Ended
December 31,
---------------------------------------
1999 1998
----------------- -----------------
Revenue
<S> <C> <C>
Service revenue, inclusive of interest charged...........................$ 2,577,366 $ 2,852,705
Less contract discounts and cancellations................................ (226,053) (1,143,650)
----------------- -----------------
Net Revenue........................................................ 2,351,313 1,709,055
----------------- -----------------
Cost of Revenue................................................................. 715,433 1,479,049
----------------- -----------------
Gross Profit....................................................... 1,635,880 230,006
----------------- -----------------
Operating Expenses
Selling, general and administrative...................................... 8,064,010 4,076,407
New products research and development.................................... 548,396 883,967
Depreciation and amortization............................................ 229,980 139,433
----------------- -----------------
Total Operating Expenses........................................... 8,842,386 5,099,807
----------------- -----------------
Other Income (Expense)
Interest expense......................................................... (6,478,735) (1,845,709)
Other income............................................................. 57,464 79,409
----------------- -----------------
Total Other Income (Expenses)...................................... (6,421,271) (1,766,300)
----------------- -----------------
Loss Before Minority Interest................................................... (13,627,777) (6.636.101)
----------------- -----------------
Minority Interest in Loss of Consolidated Subsidiary............................ 453,320 --
----------------- -----------------
Net Loss ...................................................................$ (13,174,457) $ (6,636,101)
================= ==================
Basic and Diluted Net Loss Per Class A Common Share.............................$ (1.05) $ (0.75)
================== =================
Weighted Average Class A Shares Used in Per Share Calculations.................. 12,500,000 8,887,000
================= =================
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
DECEMBER 31, 1998 AND 1999
<TABLE>
<CAPTION>
Class A Common Stock Accumulated
Shares Amount Deficit Total
<S> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1997...................... 9,880,000 $ 988 $ (1,868152) $ (1,867,164)
Shares issued pursuant to offering of
promissory notes at a value of $0.01
per share during January 1998................. 150,000 1,500 -- 1,500
Shares issued for services at
$1.22 per share............................... 131,800 161,193 161,193
Shares issued in exchange for
members interest in LLC....................... 8,205,800 -- -- --
Cancellation of shares received and
dissolution of LLC............................ (8,205,800) (821) (821)
Shares issued for services at $1.20
per share..................................... 300,000 360,030 -- 360,030
Shares issued for cash at $1.20.................. 375,940 450,000 -- 450,000
Shares purchased from initial shareholder........ (800,000) (80) -- (80)
Shares cancelled by initial shareholders......... (1,549,500) -- -- --
Redeemable shares................................ (375,940) (563,910) -- (563,910)
Net loss .................................... -- -- (6,636,101) (6,636,101)
---------------- ----------------- ----------------- ---------------
Balance - December 31, 1998 8,112,300 408,900 (8,504,253) (8,095,353)
Shares issued for cash at a value of
$1.00 per share............................... 1,103,187 1,103,187 -- 1,103,187
Shares issued to employees as bonuses,
valued at $1.00 per share..................... 113,600 113,600 -- 113,600
Shares issued for services; valued at
$1.00 to $1.50 per share...................... 584,722 610,929 -- 610,929
Shares issued to pay off debt; valued at
$1.00 to $1.25 per share...................... 3,060,539 3,532,617 -- 3,532,617
Shares issued to purchase real estate
property; valued at $1.50 per share........... 5,678,789 8,485,178 -- 8,485,178
Shares purchased in connection with
real estate acquisitions at $1.50 per share..... (79,000) (118,500) (118,500)
Redeemable shares................................ (399,500) (599,250) -- (599,250)
Net loss .................................... -- -- (13,174,457) (13,174,457)
---------------- ----------------- ----------------- ---------------
Balance - December 31, 1999 18,174,637 $ 13,536,661 $ (21,678,710) $ (8,142,049)
================ ================= ================= ===============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-7
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Years Ended
December 31,
---------------------------------------
1999 1998
----------------- -----------------
Cash Flows From Operating Activities
<S> <C> <C>
Net loss.................................................................$ (13,174,457) $ (6,636,101)
Adjustments to reconcile net loss to net cash
used in operating activities:
Expenses paid by stock issuances................................... 784,360 522,810
Depreciation and amortization...................................... 229,980 139,433
Noncash expenses................................................... 436,664 --
Loss on disposition of property and equipment...................... 4,139 --
Loss on disposition of other assets................................ 53,054 --
Change in operating assets and liabilities:
Contracts receivable............................................... (668,021) 95,570
Contracts receivable - related party............................... (24,821) 9,824
Accrued interest receivable........................................ (120,199) --
Prepaid expenses and other......................................... (13,901) (455)
Amounts due from related parties - current......................... -- (82,794)
Deferred offering costs............................................ 153,659 (153,659)
Intangible assets.................................................. -- (11,523)
Deposits and other assets.......................................... -- (272,760)
Amounts due from related parties................................... -- 27,263
Accounts payable................................................... 2,325,802 101,808
Accrued liabilities................................................ (639,487) 976,687
Unearned revenue................................................... 50,000 (579,543)
Minority interest in loss of subsidiary............................ (453,320) --
----------------- -----------------
Net Cash Used In Operating Activities (11,056,548) (5,863,440)
------------------ -----------------
Cash Flows From Investing Activities
Acquisition of real estate investments................................... (478,332) --
Purchases of property and equipment...................................... (199,993) (411,258)
Decrease in deposits and other assets.................................... 348,575 --
Proceeds (payments) from investments..................................... 25,400 --
----------------- -----------------
Net Cash Used In Investing Activities (304,350) (411,258)
------------------ -----------------
Cash Flows From Financing Activities
Increase in minority interests........................................... 373,490 --
Proceeds from notes payable.............................................. 22,118,138 9,912,672
Proceeds from related party notes payable................................ 3,250,944 --
Principal payments on notes payable...................................... (11,355,881) (4,083,303)
Principal payments on related party notes payable........................ (3,855,224) --
Payments on capital lease obligations.................................... (217,295) --
Payments for private placement offering.................................. (60,829) --
Proceeds from sale of stock.............................................. 1,103,187 450,000
----------------- -----------------
Net Cash Provided by Financing Activities 11,356,530 6,279,369
----------------- -----------------
Net Increase (Decrease) in Cash (4,368) 4,671
Cash at Beginning of Year 6,275 1,604
----------------- -----------------
Cash at End of Year $ 1,907 $ 6,275
================= =================
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-8
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Years Ended
December 31,
1999 1998
----------------- -----------------
<S> <C> <C>
Supplemental Cash Flow Information Cash paid during the year for:
Interest $ 3,655,289 $ 1,021,236
================= =================
Income Taxes $ -- $ --
================= =================
Supplemental Disclosures of Noncash Investing
and Financing Activities
Stock issued in conversion of notes payable $ 3,532,617 $ --
Stock issued for investments in real estate 8,485,178 --
Debt issued for investments in real estate 2,109,542 --
Equipment acquired under capital leases 106,052 200,811
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-9
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - NATURE OF OPERATIONS
The Murdock Group Career Satisfaction Corporation (the Company) is a job-search
and employment training company. The Company is focused to service professionals
with five or more years of experience who are dissatisfied with their career
direction or current job situation. The Company offers job-search training
workshops, consultants and coaches, and access to a job-search resource center.
The Company also provides full-service hiring assistance, including training,
recruiting, and outplacement to corporations. The Company's main office is
located in Salt Lake City, Utah. The Company closed the offices in Seattle,
Washington and Portland, Oregon on June 16, 1999. Substantially all of the
Company's revenue is from the services described above. At its inception, the
Company purchased assets, a copyright, rights to the business name, and
miscellaneous intangible assets from an individual operating as a sole
proprietorship DBA The Murdock Group.
Envision Career Services LLC. DBA The Murdock Group (Envision), owned a majority
share of the corporation prior to the business combination with the Company and
Envision's dissolution. Envision originally conducted the business activities
explained above which now continue in the surviving corporate entity.
On June 22, 1999, the Company formed a subsidiary called myjobsearch.com, inc.,
a development stage company that intends to provide an Internet-based career
management resource targeted to the individual as well as business to business.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reported
periods. Actual results could differ from those estimates.
Consolidation Principles - The accompanying consolidated financial statements
include the accounts of the Companies as outlined in the business combination as
explained in note 4. Intercompany transactions and balances have been eliminated
in consolidation.
Net Loss Per Share - The computation of net income (loss) per share of common
stock is based on the weighted average number of shares outstanding during the
period presented.
Revenue Recognition - The Company's career development program provides the
participant an opportunity to attend two training classes and the optional use
of other resources of the Company such as its career library, job search
software and referral services. Revenue from job training services is recognized
by the Company upon the participant's completion of the two training classes.
Cash - The Company considers highly liquid investments with an original maturity
of three months or less to be cash.
Property and Equipment - Property and equipment are stated at cost and
depreciated using the straight-line method over their estimated useful lives.
Leasehold improvements are amortized over the terms of the respective leases or
the estimated economic lives of the assets, whichever is shorter. The
depreciation and amortization periods are as follows:
Computer equipment and software................................. 3-5 years
Office equipment................................................ 5 years
Art, furniture and fixtures..................................... 7 years
Leasehold improvements and other................................ 5 years
Depreciation expense for the years ended December 31, 1999 and 1998 was $229,980
and $139,433, respectively. Depreciation expense includes amortization of assets
under capital lease.
Upon retirement or other disposition of property and equipment, the cost and
related accumulated depreciation and amortization are removed from the accounts.
The resulting gain or loss is reflected in income. Major renewals and
F-10
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
betterments are capitalized, while minor expenditures for maintenance and
repairs are charged to expense as incurred.
Accounting for the Impairment of Long-Lived Assets - The Company accounts for
impairment of long-lived assets in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
long-lived Assets and for long-lived Assets to be Disposed of." SFAS 121
requires that long-lived assets be reviewed for impairment whenever events or
changes in circumstances indicate that the book value of the asset may not be
recoverable. The Company evaluates at each balance sheet date whether events and
circumstances have occurred that indicate possible impairment. In accordance
with SFAS No. 121, the Company uses an estimate of the future undiscounted net
cash flows of the related assets over the remaining life in measuring whether
the assets are recoverable.
Income Taxes - Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes currently due plus
deferred income taxes related primarily to the difference between the
corporation reporting income on the cash basis for tax purposes and the
reporting of income on the accrual basis of accounting for financial statement
purposes. Deferred income taxes represent the future income tax consequence of
those timing differences, which will in the future be taxable or deductible when
the assets or liabilities are recovered or settled.
Concentrations of Credit Risk - The Company's financial instruments that
potentially subject the Company to concentrations of credit risk consist
principally of cash, contracts receivable, and loans to related parties. In the
normal course of business, the Company provides credit terms to its customers.
The Company performs on going credit evaluations of its customers and maintains
allowances for possible losses, but typically does not require collateral.
Research and Development Costs - Research and Development costs are expensed as
incurred.
Advertising - The Company expenses the cost of advertising when incurred.
Advertising expense for the periods ending December 31, 1999 and 1998 was
$2,245,935 and $551,812.
Reclassification - Certain accounts have been reclassified to conform with
current presentations, which have no effect on net income (loss)
NOTE 3 - CONTRACTS RECEIVABLE - NON RELATED
<TABLE>
<CAPTION>
Contracts receivable consists of the following at December 31,
1999 1998
----------------- -----------------
<S> <C> <C>
Current
Contracts receivable $ 863,099 $ 559,812
Write-off allowance (135,126) (178,728)
----------------- -----------------
Net $ 727,973 $ 381,084
================= =================
Non-Current
Contracts receivable $ 626,609 $ 227,230
Write-off allowance (118,765) (56,272)
----------------- -----------------
Net $ 507,844 $ 170,958
================= =================
Total
Contracts receivable $ 1,473,954 $ 773,086
Write-off allowance (253,891) (235,000)
----------------- -----------------
Net $ 1,220,063 $ 552,042
================= =================
</TABLE>
F-11
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - BUSINESS COMBINATION
Effective May 31, 1998, the members of the limited liability company (Envision)
exchanged their membership interest for shares of stock in The Murdock Group
Career Satisfaction Corporation (Murdock), a Utah Corporation. Envision's
members conveyed all of their membership interest to Murdock in exchange for
8,205,800 shares of Murdock stock. As a result of the transaction, Envision's
membership interests in Envision were terminated and Envision was dissolved. As
a result of the exchange, a majority of Murdock stock was owned by Envision
members and they assumed the operating control of the combined entity, Murdock.
Where the ownership and operating control in the combined entity reside in
shareholders of the acquired corporation, generally accepted accounting
principles require that Envision be treated as the purchaser for accounting
presentation. The business combination of Murdock with Envision was accounted
for as a combination of entities under common control, similar to a pooling of
interests. No acquired assets or liabilities were adjusted to fair value.
Murdock had no operating or material assets or liabilities prior to May 31,
1998, and the financial statements are essentially the historical financial
statements of Envision. Envision's equity has been adjusted to reflect the above
accounting treatment, therefore, consolidated historical data of Envision from
inception has been combined and shown in these financial statements.
NOTE 5 - INVESTMENTS IN REAL ESTATE
The Company has acquired certain parcels of real estate primarily within the
rural areas of the State of Utah which it intends to develop or resell at a
future date. These investments are carried at the lower of cost or market. The
Company acquired these properties through making payments in various
combinations of stock issuances, new debt issuances or assumptions and cash. The
stock was valued at $1.50 per share on all of these investment acquisitions. At
December 31, 1999, the Company estimated that its carrying amount in the
property was less than the related appraised values.
NOTE 6 - NONCANCELLABLE OPERATING LEASES
The Company leases office facilities and office equipment under noncancellable
operating leases.
Future minimum lease payments under noncancellable operating leases are as
follows:
<TABLE>
<CAPTION>
Year Ending December 31, Amount
---------------
<S> <C> <C>
2000 $ 319,175
2001 336,166
2002 328,812
2003 310,709
2004 323,601
Thereafter 163,949
---------------
$ 1,782,412
===============
</TABLE>
Facility rental expense for the periods ending December 31, 1999 and 1998
totaled approximately $608,049 and $511,032, respectively.
NOTE 7 - CAPITAL LEASES
The Company leases computer software, hardware, and office furniture and
fixtures under capital leases. The assets and liabilities under capital leases
are recorded at the lower of the present value of the minimum lease payments or
the fair value of the asset. The assets are amortized (or depreciated) over the
lower of their related lease terms or their estimated productive lives.
Amortization (or depreciation) of assets under capital leases is included in
depreciation expense for December 31, 1999 and 1998.
<TABLE>
<CAPTION>
Following is a summary of property held under capital leases at December 31,
1999 1998
--------------- ----------------
<S> <C> <C>
Computer equipment $ 317,797 $ 205,811
Equipment, furniture and fixtures 770,078 107,967
Leasehold improvements and other 48,430 48,430
--------------- ----------------
</TABLE>
F-12
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
<S> <C> <C>
1,136,305 362,208
Less: accumulated depreciation and amortization (167,098) (67,851)
--------------- ----------------
$ 969,207 $ 294,357
=============== ================
</TABLE>
<TABLE>
<CAPTION>
Minimum future lease payments under capital leases for each of the next five
years and in the aggregate at December 31, 1999 are:
<S> <C>
Fiscal Year Ending December 31,
2000 $ 700,180
2001 444,396
2002 165,819
2003 116,177
2004 51,851
---------------
Total Minimum Lease Payments 1,478,423
Less: Executory Costs (5,947)
Net minimum lease payments 1,472,476
Less: Amount representing interest (275,291)
Present value of net minimum lease payments 1,197,185
Less: Current Portion (554,431)
Long-Term Portion $ 642,754
===============
</TABLE>
NOTE 8 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. However, the Company has sustained substantial
operating losses since inception. In addition, the Company has used substantial
amounts of working capital in its operations. Further, December 31, 1999 and
1998, current liabilities exceed current assets by $16,523,034 and $6,818,038
respectively, and total liabilities exceed total assets by $6,978,889 and
$7,531,444, respectively.
In view of these matters, realization of a major portion of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financing requirements, and the success of its future operations.
Management believes that a major contribution of losses to date were incurred
while developing the Company's proprietary job-search technology into a training
system that serviced a larger volume of customers. The Company has completed
development on the training system and anticipates that it now has a product
that can operate profitably. Management also anticipates a reduction in
cancellations, discounts, and write offs with the new product.
Management has supplemented the Career Training with Corporate Services division
and a Career Fair division which are both expected to generate additional
revenues independently as well as generating leads for the Career Training
Division.
Additionally, the Company has formed an Internet based company called
myjobsearch.com which distributes and maintains online career content for
businesses. This company has recently completed equity fundings of approximately
$6,400,000. The Company may liquidate some or all of its holdings in this
subsidiary to meet current and future obligations.
Management has also undertaken an effort to supplement the operations of the
career development program by pursuing investments in real estate ventures. The
real estate acquired has been leveraged to obtain financing which
F-13
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
has been used to fund the operations of the Company. The Company intends to
develop these properties or sell the properties at an appreciated value in the
future, however, there can be no guarantee that these real estate ventures will
prove profitable.
NOTE 9 - DUE FROM RELATED PARTIES
<TABLE>
<CAPTION>
Amounts due from related parties consists of the following at December 31,
1999 1998
--------------- ----------------
<S> <C> <C>
Loans to officers and directors. The loans are
unsecured with interest at 8%. $ 573,333 $ 374,627
Less: Allowance for uncollectibility due to
personal guarantees on other Company debts. (573,333) (374,627)
Loan due from employee at 6% interest, due
July 14, 2000. -- 3,583
Loan to an affiliated company through a revolving
line of credit, interest at 10%, unsecured. 328,147 57,512
Loans to employee, unsecured, non-interest bearing. 33,000 --
Employee advances, no interest, unsecured. -- 4,594
Total $ 361,147 $ 65,689
=============== ================
</TABLE>
NOTE 10 - RELATED PARTY TRANSACTIONS
KC Holmes, a director and officer of the Company, owed the Company $441,086 and
$277,824 as of December 31, 1999 and 1998, respectively. This open loan bears
interest at 8%, has no maturity date, and is based on an oral agreement. An
allowance has been provided for the full amount of the loan.
Heather Stone, a former director and officer of the Company, owed the Company
$132,247 and $96,803 as of December 31, 1999 and 1998, respectively. This open
loan bears interest at 8%, has no maturity date, and is based on an oral
agreement. An allowance has been provided for the full amount of the loan.
During the year ended December 31, 1998, the Company borrowed $70,000 from Scott
Holmes, a brother to both KC Holmes and Heather Stone, who are directors and
officers of the Company. This amount was converted to stock in the Company.
The Company has a revolving line of credit with interest at a rate of 10%
annually calculated on month end outstanding balances, with Open Seas Trading
Company, a Utah corporation (Open Seas). Open Seas is a related party through
common ownership and control with the Company. As of December 1999, Open Seas
owed the Murdock Group $328,147 and as of December 31, 1998, the Company owed
Open Seas $339,789.
The Company was indebted to employees $123,500 and $340,000, of December 31,
1999, and 1998, respectively, relating to a private placement offering and owed
the parents of an employee $69,896 and $48,189 for funds advances to the Company
under a line of credit arrangement as of December 31, 1999 and 1998,
respectively.
In each of these related party transactions, terms were as favorable to the
issuer as those generally available from unaffiliated third parties.
F-14
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - PUBLIC OFFERING
In 1999, the Company filed a prospectus for an initial public offering, and such
offering was given effective status on January 28, 1999. The offering consisted
of the sale of Company 2,500,000 shares and the issuance of bonds (repaying
principal and 15% interest compounded annually at the end of 4 years).
Subsequently, the Company offered bond and shareholders a refund on the offering
proceeds raised which they all accepted. Some of the investors who received this
refund chose to later invest in private placement offerings.
NOTE 12 - EMPLOYEE LEASING COMPANY
The Company is not the employer of record for the employees of the Company. The
Company uses an employee leasing company named Employers solutions Group (ESG).
ESG is the official employer of record and all benefits are administered on its
plans. This includes, but is not limited to, medical and dental insurance, flex
days off, 401K plan, cafeteria plan, and all applicable payroll taxes, filings
and notifications. ESG bills the Company for the services it provides.
NOTE 13 - INCOME TAXES
<TABLE>
<CAPTION>
The Company's (benefit) provision for income taxes for the year ended December
31, 1998 consisted of the following:
1999 1998
--------------- ----------------
<S> <C> <C>
Current
Federal $ -- $ --
State -- --
--------------- ----------------
Deferred
Federal $ -- $ --
--------------- ---------------
</TABLE>
<TABLE>
<CAPTION>
The (benefit) provisions for income taxes as percentage of income, before
provision for income taxes, differed from the statutory federal rate due to the
following:
1999 1998
--------------- ----------------
<S> <C> <C>
Statutory federal income tax rate (34.0%) (34.0%)
Permanent differences 6.0 2.0
Change in deferred tax asset valuation allowance 28.0 32.0
--------------- ---------------
$ 0.0% $ 0.0%
=============== ===============
</TABLE>
<TABLE>
<CAPTION>
The components of the net deferred tax asset and liability at December 31, 1998
were as follows:
1999 1998
--------------- ----------------
<S> <C> <C>
Deferred Tax Asset
Net operating loss carryforward $ 5,330,397 $ 1,342,785
Accrual to cash adjustments 203,350 495,606
Tax basis goodwill 1,101,772 1,183,892
Valuation allowance (6,635,519) (3,022,283)
--------------- ----------------
Net Deferred Tax Asset $ -- $ --
=============== ================
</TABLE>
The recognition of deferred tax assets is based upon judgements regarding the
potential realization of such assets in the future. management believes that
realization is not assured therefore has provided an allowance for the entire
deferred tax asset.
The Company has net operating loss carryforwards in the amount of $14,357,183
which will begin to expire in 2013
F-15
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
if not utilized.
NOTE 14 - SHORT-TERM NOTES PAYABLE
<TABLE>
<CAPTION>
Short-term notes payable consist of the following: 1999 1998
--------------- ----------------
<S> <C> <C>
Short-term notes payable to various individuals, family trusts,
partnerships or limited liability companies, interest
rates from 20% to 120%, unsecured $ 2,501,796 $ 678,700
Short-term notes payable to various individuals, family trusts,
partnerships or limited liability companies, interest
rates from 15% to 48%, secured by real estate 8,053,780 2,010,000
Short-term notes payable to trusts, interest rates from 24%
to 36%, collateralized by accounts receivable 1,966,324 50,000
--------------- ----------------
$ 12,521,900 $ 2,738,700
=============== ================
</TABLE>
NOTE 15 - SHORT-TERM NOTES PAYABLE - RELATED PARTIES
The Company has various short-term notes payable with various employees and
their immediate family members. The notes bear interest between 12% and 36% per
annum and are unsecured. The balances of these notes were $294,696 and 338,689
at December 31, 1999 and 1998, respectively.
The Company has a revolving line of credit with interest at a rate of 10%
annually calculated on month end outstanding balances, with Open Seas Trading
Company, a Utah corporation. Open Seas is a related party through common
ownership and control. As of December 1999, Open Seas owed the Murdock Group
$328,147 and as of December 31, 1998, the Company owed Open Seas $339,789.
In January 1998, the Company sold 375 units to related parties. Each unit
consisted of a $1,000 promissory note and 400 shares of the Company's Class A
common stock. The notes initially carried an interest rate of 16% and matured
one year from the date of issuance. The Company recorded debt issue costs at
$.01 per share or $1,500 upon the issuance of the 150,000 shares of stock. The
note holders had an option to extend the maturity date for an additional year,
whereupon, if exercised, the note would bear interest at 18% for the entire two
year period. At December 31, 1999 and 1998, the balances of these notes were
$123,500 and $340,000, respectively.
NOTE 16 - NOTES PAYABLE
<TABLE>
<CAPTION>
Notes payable consists of the following: 1999 1998
--------------- ----------------
<S> <C> <C>
24% note payable to individuals, due May
2001, secured by accounts receivable $ 500,000 $ 550,000
20%-24.8% notes payable to a company, due at various times from
December 2001through February
2007, unsecured 1,446,191 810,000
30% convertible bonds issued to family trusts and a company, due at
various times between April 2000
and October 2000, unsecured -- 165,000
18% to 48% notes payable to various family trusts and companies, due
at various times between April 1999 and
November 2001, unsecured 908,855 1,680,000
</TABLE>
F-16
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
<S> <C> <C>
13 1/2 % notes payable to a company, due November 2001,
secured by real estate 1,012,000 --
24% note payable to a company, due February 2000, secured
by accounts receivable -- 100,000
Total notes payable 3,867,046 3,305,000
Less current portion (951,963) (1,915,000)
--------------- ----------
Notes payable less current portion $ 2,915,083 $ 1,390,000
=============== ================
</TABLE>
<TABLE>
<CAPTION>
The following table represents principal maturities of notes payable for each of
the next five years:
<S> <C> <C>
2000 $ 951,963
2001 1,161,981
2002 871,329
2003 75,280
2004 88,827
</TABLE>
NOTE 17 - NOTES PAYABLE - RELATED PARTY
<TABLE>
<CAPTION>
Notes payable to related parties consists of the following: 1999 1998
--------------- ----------------
<S> <C> <C>
30% convertible bond issued to a trust, due June 2000, $ 15,000 $ 100,000
unsecured
24% note payable to an individual, due April 1999,
unsecured -- 40,000
Total notes payable - related party 15,000 140,000
Less current portion (15,000) (40,000)
--------------- ----------------
Notes payable - related party less current portion $ -- $ 100,000
=============== ================
</TABLE>
NOTE 18 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The book value of the Company's financial instruments approximates fair value.
The estimated fair values of financial instruments have been determined using
appropriate market information and valuation methodologies.
NOTE 19 - COMMON STOCK TRANSACTIONS
In addition to the equity transactions described elsewhere, the Company had the
following transactions relating to its common stock:
In 1998, the Company purchased 800,000 shares of Class A common stock from an
individual who is a former employee and founder at the founder's price of $80
that he originally paid for those shares. In conjunction with this purchase, the
Company has granted him an option to buy back the 800,000 Company shares of
Class A common stock in 1999 at a discount of 15% of the market trading price,
if any. This option expired at the end of 1999.
In 1998, the Company issued 384,000 shares of Class A common stock as incentives
for two officers. The Company recorded selling, general, and administrative,
expenses of $461,350 related to this stock issuance.
F-17
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In 1998, existing shareholders canceled 1,549,500 shares of their Class A common
stock for no consideration.
The Company issued 375,940 shares of its Class A common stock in a private
placement in exchange for $450,000.
Concurrent with the initial public offering, an officer has acquired the right
to receive 100,000 shares of common Class A stock at $5 each, with vesting at
25,000 share per year at issue date. With the rescission of the initial public
offering, the purchase price of this offering was dropped to $1.00 per share.
As part of the consideration given to a lender to acquire financing, the Company
issued 375,940 shares of stock. The Company agreed to repurchase these shares at
$1.50 per share by June 1, 2000 if the public market for these shares had not
attained that level. Accordingly, these shares are considered to be redeemable
under this agreement and have been presented under the caption of "Redeemable
Stock" in the financial statements.
In 1999, the Company issued 10,540,837 shares of Class A common stock for the
following:
During 1999, part of the consideration paid to acquire investments in real
estate was the issuance of 5,678,789 shares of Company stock at a price of $1.50
per share.
$3,532,617 of debt was converted to equity with the Company issuing 3,060,539
shares of stock.
The Company issued 1,103,187 shares of stock for cash at a price of $1.00 per
share.
The Company issued 113,600 shares to employees as bonuses, valued at $1.00 per
share.
584,722 shares were issued for services relating to the acquisition of real
estate and financing needs, valued between $1.00 and $1.50 per share.
79,000 shares were cancelled by the company.
The Company's president has personally guaranteed the value of 399,500 shares
issued to an individual at $1.50 per share as partial consideration given in
connection with the acquisition of certain real estate investments. This
guarantee is exercisable by the shareholder between May 22, 2001 and June 22,
2001. Accordingly, these shares are considered to be redeemable under this
agreement and have been presented under the caption of "Redeemable Stock" in the
financial statements.
NOTE 20 - STOCK OPTIONS AND WARRANTS
Non-Qualified Plan - On July 1, 1999, the Company adopted The Murdock Group
Career Satisfaction Corporation 1999 Stock Option and Incentive Plan for the
benefit of officers and other key employees. The Company's Board of Directors
approved 1,500,000 shares of authorized but unissued shares of common stock be
reserved for issuance under the plan. The Plan directs that a committee shall be
formed which will have the authority to select participants in the plan, the
number of options to be granted, the exercise price and the vesting period.
Options granted under this plan are as follows:
<TABLE>
<CAPTION>
Weighted
Average
Exercise
Shares Price
--------------- ----------------
<S> <C> <C>
Balance at December 31, 1998 -- $ --
Granted 812,000 1.00
Exercised -- --
Canceled -- --
--------------- ----------------
Balance December 31, 1999 812,000 $ 1.00
=============== ================
</TABLE>
F-18
<PAGE>
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of each option granted and modified was estimated on the date of
grant or modification using the Black-Scholes option-pricing model with the
following weighted-average assumptions used for grants and modifications in
1999: expected volatility of 0, risk-free interest rates ranging from 5% to
6.33%, and expected lives 7 years.
The Company applies APB Opinion 25, Accounting for Stock Issued to Employees,
and related Interpretations in accounting for its plans. There were no options
granted at an exercise price which was less than the fair value of the Company's
stock on the date of grant. Had compensation cost for the Company's stock-based
compensation plan been determined based on the fair value at the grant dates for
awards under those plans consistent with the method of FASB Statement 123,
Accounting for Stock-Based Compensation, the Company's net loss and loss per
share would have been increased to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
1999 1998
---------------- ----------------
<S> <C> <C> <C>
Net Loss As reported $ (12,446,697) $ (6,636,101)
Pro forma $ (12,557,967) $ (6,636,101)
Net Loss per Share As reported $ (1.00) $ (0.75)
Pro forma $ (1.00) $ (0.75)
</TABLE>
During 1999, the Company has also granted warrants to non-employees to purchase
166,500 shares of common stock of which 151,500 were exercisable at December 31,
1999. 16,500 are exercisable at $1.00 per share while 150,000 are exercisable at
$1.50 per share. The Company has not recognized any expense related to these
warrants.
NOTE 21 - SUBSEQUENT EVENTS
Subsequent to year end the Company increased its short-term borrowings by
$2,871,000. These proceeds were used to fund the operations of myjobsearch.com
and to service debt interest costs.
The Company entered into an agreement with a public relations firm to promote
its stock. The agreement calls for the firm to receive $5,000 per month plus
25,000 shares of common stock with options to purchase an additional 75,000
shares at the current prevailing market rate.
The Company's majority owned subsidiary entered into a lease agreement for new
office space for 5 years with monthly lease payments of around $11,000.
The Company's majority owned subsidiary sold 2,400,000 shares of its common
stock for $2.50 per share raising $6,000,000 in proceeds in a private placement
memorandum. With this equity sale, the Company ownership in the subsidiary was
reduced to a less than 50% ownership interest.
F-19
Exhibit 3.3
Amended Bylaws of
The Murdock Group Career Satisfaction Corporation
Article I. Office
The Board of Directors shall designate and the Corporation shall maintain a
principal office. The location of the principal office may be changed by the
Board of Directors. The Corporation may also have offices in such other places
as the Board may from time to time designate. The location of the initial
principal office of the Corporation shall be designated by resolution.
Article II. Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at such
place within or without the State of Utah as shall be set forth in compliance
with these Bylaws. The meeting shall be held on the last Friday of May of each
year. If such day is a legal holiday, the meeting shall be on the next business
day. This meeting shall be for the election of Directors and for the transaction
of such other business as may properly come before it.
2. Special Meetings
Special meetings of shareholders, other than those regulated by statute, may be
called by the President upon written request of the holders of 50% or more of
the outstanding shares entitled to vote at such special meeting. Written notice
of such meeting stating the place, the date and hour of the meeting, the purpose
or purposes for which it is called, and the name of the person by whom or at
whose direction the meeting is called shall be given.
3. Notice of Shareholders Meetings
The Secretary shall give written notice stating the place, day, and hour of the
meeting, and in the case of a special meeting, the purpose or purposes for which
the meeting is called, which shall be delivered not less than ten or more than
fifty days before the date of the meeting, either personally or by mail to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the books of the
Corporation, with postage thereon prepaid. Attendance at the meeting shall
constitute a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either within or without the
State of Utah, as the place of meeting for any annual meeting or for any special
meeting called by the Board of Directors. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Utah, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the principal office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor more than fifty days
prior to any meeting as the record date for the purpose of determining
shareholders entitled to notice of and to vote at such meetings of the
shareholders. The transfer books may be closed by the Board of Directors for a
stated period not to exceed fifty days for the purpose of determining
shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose.
6. Quorum
A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. At a meeting resumed after any such
adjournment at which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as originally
noticed.
7. Voting
A holder of an outstanding share, entitled to vote at a meeting, may vote at
such meeting in person or by proxy. Except as may otherwise be provided in the
Articles of Incorporation, every shareholder shall be entitled to one vote for
each share standing in his name on the record of shareholders. Except as herein
or in the Articles of Incorporation otherwise provided, all corporate action
shall be determined by a majority of the votes cast at a meeting of shareholders
by the holders of shares entitled to vote thereon.
8. Proxies
At all meetings of shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the Secretary of the Corporation before or
at the time of the meeting. No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided in the proxy.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by a majority of the shareholders entitled to vote with respect
to the subject matter thereof.
Article III. Board Of Directors
1. General Powers
The business and affairs of the Corporation shall be managed by its Board of
Directors. The Board of Directors may adopt such rules and regulations for the
conduct of their meetings and the management of the Corporation as they
appropriate under the circumstances.
The Board shall have authority to authorize changes in the Corporation's capital
structure.
2. Number, Tenure and Qualification.
The number of Directors of the Corporation shall be a number between one and
nine, as the Directors may by resolution determine from time to time. Each of
the Directors shall hold office until the next annual meeting of shareholders
and until his successor shall have been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held without other notice
than by this Bylaw, immediately following after and at the same place as the
annual meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be called by order of the
Chairman of the Board or the President. The Secretary shall give notice of the
time, place and purpose or purposes of each special meeting by mailing the same
at least two days before the meeting or by telephone or telegraphing the same at
least one day before the meeting to each Director.
5. Quorum
A majority of the members of the Board of Directors shall constitute a quorum
for the transaction of business, but less than a quorum may adjourn any meeting
from time to time until a quorum shall be present, whereupon the meeting may be
held, as adjourned, without further notice. At any meeting at which every
Director shall be present, even though without any formal notice, any business
may be transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director shall have one vote.
The act of a majority of Directors present at a meeting shall be the act of the
full Board of Directors, provided that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed to exist in the case of
death, resignation, or removal of any Director, or if the authorized number of
Directors be increased, or if the shareholders fail at any meeting of the
shareholders at which any Director is to be elected, to elect the full
authorized number to be elected at that meeting.
8. Removals
Directors may be removed at any time by a vote of the shareholders holding a
majority of the shares outstanding and entitled to vote. Such vacancy shall be
filled by the Directors then in office, though less than a quorum, to hold
office until the next annual meeting or until his successor is duly elected and
qualified, except that any directorship to be filled by election by the
shareholders at the meeting at which the Director is removed. No reduction of
the authorized number of Directors shall have the effect of removing any
Director prior to the expiration of his term of office.
9. Resignation
A Director may resign at any time by delivering written notification thereof to
the President or Secretary of the Corporation. Resignation shall become
effective upon its acceptance by the Board of Directors; provided, however, that
if the Board of Directors has not acted thereon within ten days from the date of
its delivery, the resignation shall upon the tenth day be deemed accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
11. Compensation
By resolution of the Board of Directors, the Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors or a
stated salary as Director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
12. Emergency Power
When, due to a national disaster or death, a majority of the Directors are
incapacitated or otherwise unable to attend the meetings and function as
Directors, the remaining members of the Board of Directors shall have all the
powers necessary to function as a complete Board, and for the purpose of doing
business and filling vacancies shall constitute a quorum, until such time as all
Directors can attend or vacancies can be filled pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from its own number a Chairman of the Board,
who shall preside at all meetings of the Board of Directors, and shall perform
such other duties as may be prescribed from time to time by the Board of
Directors. The Chairman may by appointment fill any vacancies on the Board of
Directors.
Article IV. Officers
1. Number
The Officers of the Corporation shall be a President, one or more Vice
Presidents, and a Secretary Treasurer, each of whom shall be elected by a
majority of the Board of Directors. Such other Officers and assistant Officers
as may be deemed necessary may be elected or appointed by the Board of
Directors. In its discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of President and
Secretary. Any two or more offices may be held by the same person, except the
offices of President and Secretary. Officers may or may not be Directors or
shareholders of the Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders. If the election of
Officers shall not be held at such meeting, such election shall be held as soon
thereafter as convenient. Each Officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.
3. Resignations
Any Officer may resign at any time by delivering a written resignation either to
the President or to the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an Officer or agent shall not of itself
create contract rights. Any such removal shall require a majority vote of the
Board of Directors, exclusive of the Officer in question if he is also a
Director.
5. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification
or otherwise, or if a new office shall be created, may be filled by the Board of
Directors for the unexpired portion of the term.
6. President
The President shall be the chief executive and administrative Officer of the
Corporation. He shall preside at all meetings of the stockholders and, in the
absence of the Chairman of the Board, at meetings of the Board of Directors. He
shall exercise such duties as customarily pertain to the office of President and
shall have general and active supervision over the property, business, and
affairs of the Corporation and over its several Officers, agents, or employees
other than those appointed by the Board of Directors. He may sign, execute and
deliver in the name of the Corporation powers of attorney, contracts, bonds and
other obligations, and shall perform such other duties as may be prescribed from
time to time by the Board of Directors or by the Bylaws.
7. Vice President
The Vice President shall have such powers and perform such duties as may be
assigned to him by the Board of Directors or the President. In the absence or
disability of the President, the Vice President designated by the Board or the
President shall perform the duties and exercise the powers of the President. A
Vice President may sign and execute contracts and other obligations pertaining
to the regular course of his duties.
8. Secretary
The Secretary shall keep the minutes of all meetings of the stockholders and of
the Board of Directors and, to the extent ordered by the Board of Directors or
the President, the minutes of meetings of all committees. He shall cause notice
to be given of meetings of stockholders, of the Board of Directors, and of any
committee appointed by the Board. He shall have custody of the corporate seal
and general charge of the records, documents and papers of the Corporation not
pertaining to the performance of the duties vested in other Officers, which
shall at all reasonable times be open to the examination of any Directors. He
may sign or execute contracts with the President or a Vice President thereunto
authorized in the name of the Corporation and affix the seal of the Corporation
thereto. He shall perform such other duties as may be prescribed from time to
time by the Board of Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the collection and disbursement of
funds of the Corporation. He shall endorse on behalf of the Corporation for
collection checks, notes and other obligations, and shall deposit the same to
the credit of the Corporation in such bank or banks or depositories as the Board
of Directors may designate. He may sign, with the President or such other
persons as may be designated for the purpose of the Board of Directors, all
bills of exchange or promissory notes of the Corporation. He shall enter or
cause to be entered regularly in the books of the Corporation full and accurate
account of all monies received and paid by him on account of the Corporation;
shall at all reasonable times exhibit his books and accounts to any Director of
the Corporation upon application at the office of the Corporation during
business hours; and, whenever required by the Board of Directors or the
President, shall render a statement of his accounts. He shall perform such other
duties as may be prescribed from time to time by the Board of Directors or by
the Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have such powers as may be
assigned to them by the Board of Directors.
11. Salaries
The salaries or other compensation of the Officers of the Corporation shall be
fixed from time to time by the Board of Directors, except that the Board of
Directors may delegate to any person or group of persons the power to fix the
salaries or other compensation of any subordinate Officers or agents. No Officer
shall be prevented from receiving any such salary or compensation by reason of
the fact that he is also a Director of the Corporation.
12. Surety Bonds
In case the Board of Directors shall so require, any Officer or agent of the
Corporation shall execute to the Corporation a bond in such sums and with such
surety or sureties as the Board of Directors may direct, conditioned upon the
faithful performance of his duties to the Corporation, including responsibility
for negligence and for the accounting for all property, monies or securities of
the Corporation which may come into his hands.
Article V. Contracts, Loans, Checks And Deposits
1. Contracts
The Board of Directors may authorize any Officer or Officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be general or confined
to specific instances.
2. Loans
No loan or advance shall be contracted on behalf of the Corporation, no
negotiable paper or other evidence of its obligation under any loan or advance
shall be issued in its name, and no property of the Corporation shall be
mortgaged, pledged, hypothecated or transferred as security for the payment of
any loan, advance, indebtedness or liability of the Corporation unless and
except as authorized by the Board of Directors. Any such authorization may be
general or confined to specific instances.
3. Deposits
All funds of the Corporation not otherwise employed shall be deposited from time
to time to the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select, or as may be selected by an
Officer or agent of the Corporation authorized to do so by the Board of
Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and evidences of
indebtedness of the Corporation shall be signed by such Officer or Officers or
such agent or agents of the Corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for deposits to the
credit of the Corporation in any of its duly authorized depositories shall be
made in such manner as the Board of Directors may from time to time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall be evidenced by an
appropriate instrument which shall be signed by the President or Vice President
and by the Treasurer or by the Secretary, and sealed with the seal of the
Corporation. The seal may be facsimile, engraved or printed. Where such bond or
debenture is authenticated with the manual signature of an authorized Officer of
the Corporation or other trustee designated by the indenture of trust or other
agreement under which such security is issued, the signature of any of the
Corporation's Officers named thereon may be facsimile. In case any Officer who
signed, or whose facsimile signature has been used on any such bond or
debenture, shall cease to be an Officer of the Corporation for any reason before
the same has been delivered by the Corporation, such bond or debenture may
nevertheless be adopted by the Corporation and issued and delivered as though
the person who signed it or whose facsimile signature has been used thereon had
not ceased to be such Officer.
Article VI. Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by certificates prepared by
the Board of Directors and signed by the President. The signatures of such
Officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or one of its employees. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be canceled except that in case of a lost, destroyed or mutilated certificate, a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the Board of Directors may prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to transfer, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of shall have the power to appoint one or more transfer
agents and registrars for the transfer and registration of certificates of stock
of any class, and may require that stock certificates shall be countersigned and
registered by one or more of such transfer agents and registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any certificate
theretofore issued by it alleged to have been lost or destroyed. The Board of
Directors may require the owner of such a certificate or his legal
representative to give the Corporation a bond in such sum and with such sureties
as the Board of Directors may direct to indemnify the Corporation as transfer
agents and registrars, if any, against claims that may be made on account of the
issuance of such new certificates. A new certificate may be issued without
requiring any bond.
5. Consideration for Shares
The capital stock of the Corporation shall be issued for such consideration as
shall be fixed from time to time by the Board of Directors. In the absence of
fraud, the determination of the Board of Directors as to the value of any
property or services received in full or partial payment of shares shall be
conclusive.
6. Registered Shareholders
The Corporation shall be entitled to treat the holder of record of any share or
shares of stock as the holder thereof, in fact, and shall not be bound to
recognize any equitable or other claim to or on behalf of this Corporation to
any and all of the rights and powers incident to the ownership of such stock at
any such meeting, and shall have power and authority to execute and deliver
proxies and consents on behalf of this Corporation in connection with the
exercise by this Corporation of the rights and powers incident to the ownership
of such stock. The Board of Directors, from time to time, may confer like powers
upon any other person or persons.
Article VII. Indemnification
No Officer or Director shall be personally liable for any obligations of the
Corporation or for any duties or obligations arising out of any acts or conduct
of said Officer or Director performed for or on behalf of the Corporation. The
Corporation shall and does hereby indemnify and hold harmless each person and
his heirs and administrators who shall serve at any time hereafter as a Director
or Officer of the Corporation from and against any and all claims, judgments and
liabilities to which such persons shall become subject by reason of his having
heretofore or hereafter been a Director or Officer of the Corporation, or by
reason of any action alleged to have heretofore or hereafter taken or omitted to
have been taken by him as such Director or Officer, and shall reimburse each
such person for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability, including power to defend such
persons from all suits or claims as provided for under the provisions of the
Utah Business Corporation Act; provided, however, that no such persons shall be
indemnified against, or be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his own negligence or willful
misconduct. The rights accruing to any person under the foregoing provisions of
this section shall not exclude any other right to which he may lawfully be
entitled, nor shall anything herein contained restrict the right of the
Corporation to indemnify or reimburse such person in any proper case, even
though not specifically herein provided for. The Corporation, its Directors,
Officers, employees and agents shall be fully protected in taking any action or
making any payment, or in refusing so to do in reliance upon the advice of
counsel.
Article VIII. Notice
Whenever any notice is required to be given to any shareholder or Director of
the Corporation under the provisions of the Articles of Incorporation, or under
the provisions of the Utah Business Corporation Act, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Attendance at any meeting shall constitute a waiver of notice of such
meetings, except where attendance is for the express purpose of objecting to the
holding of that meeting.
Article IX. Amendments
These Bylaws may be altered, amended, repealed, or new Bylaws adopted by a
majority of the entire Board of Directors at any regular or special meeting. Any
Bylaw adopted by the Board may be repealed or changed by the action of the
shareholders.
Article X. Fiscal Year
The fiscal year of the Corporation shall be fixed and may be varied by
resolution of the Board of Directors.
Article XI. Dividends
The Board of Directors may at any regular or special meeting, as they deem
advisable, declare dividends payable out of the surplus of the Corporation.
Article XII. Corporate Seal
The seal of the Corporation shall be in the form of a circle and shall bear the
name of the Corporation and the year of incorporation per sample affixed hereto.
Date: January 3, 2000
/s/ Lance Heaton
------------------------------------
Secretary of the Corporation
Exhibit 10.4
License Agreement
This License Agreement (the "Agreement") is reached between The Murdock
Group Career Satisfaction Corporation, a Utah corporation ("Murdock"), and
myjobsearch.com, inc., a Delaware Corporation ("MJS") in consideration of
receipt of MJS shares by Murdock, the sufficiency of which is acknowledged.
Recitals
Whereas, Murdock is the developer and exclusive owner of a series of eight
"Career Insight" training courses (as set forth in manuals, workbooks, handouts,
and related material) designed to increase personal job-searching skills
(collectively, the "System"); and Whereas, Murdock has formed MJS as a
subsidiary corporation to exploit the demand for career-related information and
services on the Internet, and desires to grant a perpetual, exclusive, and
royalty-free license authorizing MJS to use the System online;
It is Therefore Agreed
1. Grant of License. Murdock hereby grants to MJS a perpetual and exclusive
license to use the System, and any System modifications it may develop (the
"Derivative Works"), on the Internet. MJS may not use the System or Derivative
Works in any way other than over the Internet. It is understood that Murdock may
use the Internet to market in-person and other forms of delivery of the System
to customers, but may not offer the contents of the System on the Internet.
2. Derivative Works. All right, title and interest in and to the Derivative
Works (together with any and all corresponding intellectual property rights)
shall be solely owned by MJS, subject to Murdock's intellectual property rights
in the original works. Murdock agrees to execute any additional documents
reasonably requested by MJS in order to evidence or perfect MJS's ownership of
the Derivative Works. MJS hereby grants to Murdock a perpetual license to use
the Derivative Works in any way other than over the Internet.
3. Modifications by Murdock. All modifications of the System made by
Murdock, including all improvements and additions to and new versions of the
System (the "Modifications"), shall be deemed licensed by Murdock to MJS,
subject to all terms and conditions of this Agreement. Murdock agrees to make
prompt disclosure to MJS of all Modifications and provide master copies thereof
to MJS upon request.
4. Royalties. MJS shall pay no royalty for use of the System or any
Modification; Murdock shall pay no royalty for use of Derivative Works.
5. Warranties. Murdock warrants, represents and covenants to MJS as
follows, upon which MJS substantially relies: (a) the System is the original
work and creation of Murdock; (b) Murdock has proper authority to license the
System to MJS; (c) this license does not infringe any copyright, patent,
trademark, trade secret or other proprietary or personal rights of any third
party; (d) Murdock has not entered into any oral or written agreement or
understanding which would prohibit the licensing of the System, in whole or in
part, to MJS hereunder; and (e) the above, warranties, representations and
covenants shall equally apply to Modifications.
6. Indemnification. Murdock shall, at its sole cost and expense, indemnify,
defend and hold MJS harmless from and against any claim, loss, damage, expense
or liability (including attorneys' fees and costs) arising out of a breach of
the foregoing warranties, including any claim or allegation that the System, or
other materials supplied by Murdock hereunder, infringe any third party patent,
copyright, trade secret or other proprietary or personal right. MJS agrees to
give Murdock prompt notice of any such claim and grant Murdock sole control over
the defense of the claim. MJS may, at its option and expense, choose to be
represented by separate counsel with respect to any such claim. If any part of
the System is held to infringe, in addition to bearing the cost of defense and
indemnifying MJS against any damages ultimately assessed, Murdock shall use
commercially reasonable efforts, at its expense, to modify the System to be
non-infringing, without adversely affecting the quality or completeness of the
System, or to obtain for MJS a license to continue using the System.
7. Limitation of Liability. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEM, INTELLECTUAL PROPERTY OR
ITS DERIVATIVE WORKS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MURDOCK
OR MJS BE LIABLE AND EACH PARTY COVENANTS NOT TO BRING ANY CLAIM FOR SPECIAL OR
CONSEQUENTIAL DAMAGES OR FOR ANY INDIRECT DAMAGES SUCH AS, BUT NOT LIMITED TO,
EXEMPLARY DAMAGES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN;
PROVIDED, HOWEVER, THAT THIS LIMITATION OF LIABILITY SHALL NOT LIMIT
INDEMNIFICATION OBLIGATIONS AS SET FORTH ABOVE.
8. Confidentiality. As used herein, "Confidential Information" includes any
trade secrets, proprietary materials, parties' methods of operation, marketing
plans, customer lists, future plans, the specific terms of this Agreement, any
written materials marked as confidential, and other materials or information,
written, oral, visual or electronic, which reasonably should be understood by
the recipient of such information ("Recipient") to be confidential. Confidential
Information does not include information that Recipient can prove (a) is now or
later becomes generally available to the public without fault or breach of
Recipient; (b) was rightfully in Recipient's possession prior to disclosure by
the other party ("Discloser"); (c) is independently developed by Recipient
without the use of any Confidential Information of Discloser; or (d) is
rightfully obtained by Recipient from a third party who has the right to
disclose it.
a. Each party, as Recipient, agrees that it will not disclose
Confidential Information to any person or use Confidential Information
for any purpose except as expressly permitted by this Agreement.
Recipient may disclose Confidential Information only to its employees
who have a need to know such information. Recipient shall inform such
employees that under this Agreement they are bound by obligations of
confidentiality and shall maintain with each such employee a written
agreement sufficient to require the employee to keep this type of
information confidential. Confidentiality obligations shall survive
for a period of five (5) years from the date of disclosure.
b. Each party agrees to carefully and continuously control use and
disclosure of the other party's Confidential Information, and to treat
it with at least the same level of protection as it affords its own
Confidential Information of similar nature, but not less than a
reasonable level of protection. Recipient shall not copy Confidential
Information except to the extent necessary for the purposes of this
Agreement. Recipient shall promptly notify Discloser if it becomes
aware of any unauthorized disclosure or use of Discloser's
Confidential Information, and shall take all reasonable steps
requested by Discloser to remedy the same.
c. Each party, as Recipient, acknowledges that Discloser's
Confidential Information is highly valuable to the Discloser, that any
breach of its obligations under this Agreement with respect to
Confidential Information will severely damage Discloser, the extent of
which damage would be difficult to ascertain and, therefore, that
Discloser is entitled to, among any other available remedies,
immediate injunctive and other equitable relief for any such breach.
9. Trademarks. Murdock grants to MJS a nonexclusive right and license to
use, reproduce and display all trademarks used by Murdock in relation to the
System (the "Trademarks") in connection with MJS's marketing and distribution of
the System. MJS shall have the right to use the Trademarks in its business, in
its advertising, and on its stationery. MJS may also develop and use its own
trademarks and service marks in connection with the System. Murdock makes no
claim of any kind to the MJS logo, trade name, trademark or related service
marks or trademarks now owned or hereafter owned by MJS.
10. Marketing Materials. Murdock shall furnish, without charge to MJS,
samples of advertising and promotional materials, including such items as
photographs and System descriptions and materials which Murdock and MJS agree
are necessary for promotion of the System. MJS will be responsible for
additional costs in creating brochures, catalogues, and other promotional items
for use in the promotion of the System.
11. Branding; Copyright and Trademark Use. MJS may, in its discretion,
private-label the System as a product of MJS, using MJS's own brand names,
trademarks and service marks. Product packaging and documentation for the System
shall also be designed and produced by MJS, at its sole discretion. However, MJS
shall include, subject to Murdock's approval as to form, appropriate copyright
and trademark notices of Murdock in the documentation for the System.
12. Proprietary Rights in Trademarks. MJS will not at any time do or cause
to be done any act or thing contesting or in any way impairing or tending to
impair Murdock's rights in and to the Trademarks. All use of the Trademarks by
MJS shall inure to the benefit of Murdock. MJS will at no time adopt or use,
without Murdock's prior written consent, any name or mark, either alone or in
combination with any other words or symbols, which is similar to or likely to be
confused with the Trademarks, unless Murdock consents in writing.
13. Termination. a. Either party may terminate this Agreement if the other
party breaches any material term of this Agreement and fails to correct such
breach within 60 days following written notice from the non-breaching party
specifying the breach.
b. MJS may, at its sole option, terminate this Agreement at any time,
with or without cause, upon 120 days prior written notice.
c. Upon termination of this Agreement, MJS's right and license to
market, distribute and sell the System and its license to the
Trademarks shall terminate; provided, however, that MJS may continue
to distribute the System and offer courses thereunder as necessary to
fulfill orders received by MJS and binding commitments made by MJS
prior to the date of termination and to dispose of MJS's inventory.
Upon termination, each party shall return to the other or destroy all
Confidential Information supplied by the other party.
14. Other Provisions. This Agreement shall be construed in accordance with
the laws of the State of Utah. In the event suit is brought to enforce any
provision hereof, the successful party shall recover all costs of enforcement,
including attorney's fees, from the other party.
Dated this 22nd day of June, 1999
/s/ KC Holmes
-------------------------------------------------
Authorized Officer,
The Murdock Group Career Satisfaction Corporation
/s/ KC Holmes
-------------------------------------------------
Authorized Officer, myjobsearch.com, inc.
Exhibit 10.5
Stock Option and Incentive Plan of
The Murdock Group
Career Satisfaction Corporation
[Company Logo Omitted]
1. General
1.1 Purpose. This Stock Option and Incentive Plan (the "Plan") has been
established by The Murdock Group Career Satisfaction Corporation, a Utah
corporation, ("Company") to:
o Attract and retain persons eligible to participate in the Plan;
o Motivate participants in the Plan by means of appropriate incentives
to achieve long-range goals;
o Provide incentive compensation opportunities that are competitive with
those of other similar companies;
o Closely associate the interests of the participants of the Plan with
those of the Company and its other shareholders by reinforcing the
relationship between participants' rewards and shareholder gains
through equity ownership in the Company and increased shareholder
value.
1.2 Eligibility for Participation. Participants in the Plan shall be selected by
the Committee, and awards under the Plan may be granted by the Committee to
directors, officers and employees of the Company or any Subsidiary of the
Company, and to other individuals such as consultants and non-employee agents of
the Company or a Subsidiary, whom the Committee believes have made or will make
an essential contribution to the Company or a Subsidiary. Incentive Stock
Options may only be granted to executive officers and other employees of the
Company or a majority-owned Subsidiary who occupy responsible managerial or
professional positions, who have the capability of making a substantial
contribution to the success of the Company or Subsidiary. The Committee has the
authority to select particular employees within the eligible group to receive
Awards under the Plan. In making this selection and in determining the persons
to whom Awards under the Plan shall be granted and the form and amount of awards
under the Plan, the Committee shall consider any factors deemed relevant in
connection with accomplishing the purposes of the Plan, including the duties of
the respective persons and the value of their present and potential services and
contributions to the success, profitability and sound growth of the Company. A
person to whom an Award has been granted is sometimes referred to herein as an
"Participant." In the discretion of the Committee, a Participant may be granted
any Award permitted by the Plan and more than one Award may be granted to a
Participant.
1.3 Participating Companies. For purposes of the Plan, the term "Subsidiary"
means any subsidiary of the Company, and any business venture designated by the
Committee in which the Company has a significant interest, as determined in the
discretion of the Committee.
1.4 Administration of the Plan. The operation and administration of the Plan,
including the Awards made under the Plan, will be subject to the provisions of
Section 4 (relating to operation and administration). Capitalized terms in the
Plan are defined as set forth in the Plan.
2. Options and SARs 2.1 Definitions. For purposes of this Plan:
2.1.1The grant of an "Option" entitles the Participant to purchase shares
of the Company's common stock ("Stock") at an Exercise Price
established by the Committee. Options granted under this Section 2 may
be either Incentive Stock Options ("ISOs"), the tax consequences of
which are intended to be governed by Section 422 of the Internal
Revenue Code, as amended, (the "Code") or Non-Qualified Stock Options
("NQOs"), as determined in the discretion of the Committee.
2.1.2An SAR entitles the Participant to receive, in cash or Stock (as
determined in accordance with subsection 2.5), value equal to (or
otherwise based on) the excess of: (a) the Fair Market Value of a
specified number of shares of Stock at the time of exercise; over (b)
an Exercise Price established by the Committee.
2.2 Exercise Price. The Exercise Price of each Option and SAR granted under this
Plan will be established by the Committee or will be determined by a method
established by the Committee at the time the Option or SAR is granted; except
that the Exercise Price shall not be less than 100% of the Fair Market Value of
a share of Stock on the date of grant, unless the Committee shall determine, in
its sole discretion, that there are circumstances which reasonably justify the
establishment of a lower Exercise Price.
<PAGE>
2.3 Term and Exercise. An Option and an SAR shall be exercisable in accordance
with such terms and conditions and during such periods as may be established by
the Committee.
2.4 Manner of Payment. The payment of the Exercise Price of an Option granted
under this Plan will be subject to the following:
2.4.1Subject to the following provisions of this subsection, the full
Exercise Price for shares of Stock purchased upon the exercise of any
Option shall be paid at the time of such exercise (except that, in the
case of an exercise arrangement approved by the Committee and
described in paragraph 2.4.3, payment may be made as soon as
practicable after the exercise).
2.4.2The Exercise Price shall be payable in cash or by tendering, by
either actual delivery of shares or by attestation, shares of Stock
acceptable to the Committee, and valued at Fair Market Value as of the
day of exercise, or in any combination thereof, as determined by the
Committee.
2.4.3The Committee may permit a Participant to elect to pay the Exercise
Price upon the exercise of an Option by irrevocably authorizing a
third party to sell shares of Stock (or a sufficient portion of the
shares) acquired upon exercise of the Option and remit to the Company
a sufficient portion of the sale proceeds to pay the entire Exercise
Price and any tax withholding resulting from such exercise.
Notwithstanding the foregoing, the ability of a Participant to pay the
Exercise Price in the manner provided under this Section 2.4.3 and
Section 2.4.2 by delivery of shares of Stock will be limited by
application of Federal and state securities laws, including the
registration requirements of the Securities Act of 1933, as amended.
2.5 Authorization of Reload Options. Concurrently with the award of Options to a
Participant in the Plan, subject to the provisions of the Plan the Committee may
prescribe and authorize reload options to purchase Stock for cash or for shares
of Stock allotted by the Committee ("Reload Options"). The number of Reload
Options shall equal (i) the number of shares of Stock used to exercise the
underlying Options and (ii) to the extent authorized by the Committee, the
number of shares of Stock used to satisfy any tax withholding requirement
incident to the exercise of the underlying Options. The grant of a Reload Option
will become effective upon the exercise of the underlying Option or other Reload
Options through the use of shares of Stock held by the Participant for at least
12 months. Notwithstanding the fact that the underlying Option may be an ISO, a
Reload Option is not intended to qualify as an ISO under Section 422 of the
Code.
2.6 Reload Option Amendment. Each Award shall state whether the Committee has
authorized Reload Options with respect to the underlying Option. Upon the
exercise of an underlying Option or other Reload Option, the Reload Option will
be evidenced by an amendment to the underlying Award.
2.7 Reload Option Exercise Price. The Exercise Price per share of Stock
deliverable upon the exercise of a Reload Option shall be the Fair Market Value
of a share of Stock on the date the grant of the Reload Option becomes
effective, unless the Committee shall determine, in its sole discretion, that
there are circumstances which reasonably justify the establishment of a lower
Exercise Price.
2.8 Term and Exercise. The term of each Reload Option shall be equivalent to the
remaining term of the underlying Option.
2.9 Termination of Employment. No additional Reload Options shall be granted to
a Participant when Options and/or Reload Options are exercised pursuant to the
terms of this Plan following termination of the Participant's employment.
2.10 Settlement of Award. Shares of Stock delivered pursuant to the exercise of
an Option or SAR shall be subject to such conditions, restrictions and
contingencies as the Committee may establish in the applicable award. Settlement
of SARs may be made in shares of Stock (valued at their Fair Market Value at the
time of exercise), in cash, or in a combination thereof, as determined in the
discretion of the Committee. The Committee, in its discretion, may impose such
conditions, restrictions and contingencies with respect to shares of Stock
acquired pursuant to the exercise of an Option or an SAR as the Committee
determines to be desirable.
3. Other Stock Awards
3.1 Definitions. For purposes of this Plan:
3.1.1A "Stock Unit" Award is the grant of a right to receive shares of
Stock in the future;
3.1.2A "Performance Share" Award is a grant of a right to receive shares
of Stock or Stock Units which is contingent on the achievement of
performance or other objectives during a specified period;
3.1.3A "Restricted Stock" Award is a grant of shares of Stock and a
"Restricted Stock Unit" Award is the grant of a right to receive
shares of Stock in the future, with such shares of Stock or right to
future delivery of such shares of Stock subject to a risk of
forfeiture or other restrictions that will lapse upon the achievement
<PAGE>
of one or more goals relating to completion of service by the
Participant, or achievement of performance or other objectives, as
determined by the Committee.
3.2 Restrictions on Stock Awards. Each Stock Unit Award, Restricted Stock Award,
Restricted Stock Unit Award and Performance Share Award under this Plan will be
subject to the following:
3.2.1Any such Award shall be subject to such conditions, restrictions and
contingencies as the Committee shall determine.
3.2.2The Committee may designate whether any such Award being granted to
any Participant is intended to be "performance-based compensation" as
that term is used in Section 162(m) of the Code. Any such Awards
designated as intended to be "performance-based compensation" shall be
conditioned upon the achievement of one or more Performance Measures.
The Performance Measures that may be used by the Committee for such
Awards shall be based on any one or more of the following, as selected
by the Committee: (i) achievement of development milestones or
specific goals related to the Participant's role within the Company;
(ii) the experience, education and particular expertise of the
Participant in the context of his or her role within the Company; and
(iii) specific Measures identified by the Committee and made part of
the grant of the Award to such Participant. For Awards intended to be
"performance-based compensation," the grant of the Awards and the
establishment of the Performance Measures shall be made during the
period required under Code Section 162(m).
4. Operation and Administration
4.1 Effective Date. Subject to the approval of the shareholders of the Company
at the Company's 1999 annual meeting of its shareholders, the Plan shall be
effective as of July 1, 1999 (the "Effective Date"); provided, however, that to
the extent that Awards are granted under the Plan prior to its approval by the
shareholders, the Awards shall be contingent on approval of the Plan by the
shareholders of the Company at such annual meeting or an intervening special
meeting at which a vote is taken as to approval of the Plan. The Plan shall be
unlimited in duration and, in the event of Plan termination, shall remain in
effect as long as any Awards under it are outstanding; provided, however, that,
to the extent required by the Code, no ISO may be granted under the Plan on a
date that is more than ten years from the date the Plan is adopted or, if later,
the date the Plan is approved by shareholders.
4.2 Shares Subject to Plan. The shares of Stock for which Awards may be granted
under the Plan shall be subject to the following:
4.2.1Subject to the following provisions of this subsection 4.2, the
maximum number of shares of Stock that may be delivered to
Participants and their beneficiaries under the Plan shall be 5,000,000
shares of Stock; however, the Board may increase such number of
shares, but not in any event without shareholder approval of an
increase that would result in the number of shares available in the
aggregate for Awards under the Plan exceeding 10% of the total
authorized common shares of the Company.
4.2.2To the extent any shares of Stock covered by an Award are not
delivered to a Participant or beneficiary because the Award is
forfeited or canceled, or the shares of Stock are not delivered
because the Award is settled in cash or used to satisfy the applicable
tax withholding obligation, such shares will not be deemed to have
been delivered for purposes of determining the maximum number of
shares of Stock available for delivery under the Plan.
4.2.3If the Exercise Price of any Option granted under the Plan is
satisfied by tendering shares of Stock to the Company (by actual
delivery or by attestation), only the number of shares of Stock issued
net of the shares of Stock tendered shall be deemed delivered for
purposes of determining the maximum number of shares of Stock
available for delivery under the Plan.
4.2.4 The following additional maximums are imposed under the Plan:
(a) The maximum number of shares that may be covered by Awards
granted to any one individual pursuant to Section 2 (relating to
Options and SARs) shall be 600,000 shares during any calendar
year.
(b) No more than 400,000 shares of Stock may be subject to Stock Unit
Awards, Restricted Stock Awards, Restricted Stock Unit Awards and
Performance Share Awards that are intended to be
"performance-based compensation" (as that term is used for
<PAGE>
purposes of Code Section 162(m)) granted to any one individual
during any one-calendar-year period (regardless of when such
shares are deliverable).
(c) In the event of a corporate transaction involving the Company
(including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin- off, combination or
exchange of shares), the Committee may adjust Awards to preserve
the benefits or potential benefits of the Awards. Action by the
Committee may include (i) adjustment of the number and kind of
shares which may be delivered under the Plan; (ii) adjustment of
the number and kind of shares subject to outstanding Awards;
(iii) adjustment of the Exercise Price of outstanding Options and
SARs; and (iv) any other adjustments that the Committee
determines to be equitable.
4.3 General Restrictions. Delivery of shares of Stock or other amounts under the
Plan shall be subject to the following:
4.3.1Notwithstanding any other provision of the Plan, the Company shall
have no liability to deliver any shares of Stock under the Plan or
make any other distribution of benefits under the Plan unless such
delivery or distribution would comply with all applicable laws
(including, without limitation, the requirements of the Securities Act
of 1933, as amended), and the applicable requirements of any
securities exchange or similar entity.
4.3.2To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of shares of Stock, the issuance
may be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock
exchange.
4.4 Tax Withholding. All distributions under the Plan are subject to withholding
of all applicable taxes, and the Committee may condition the delivery of any
shares or other benefits under the Plan on satisfaction of the applicable
withholding obligations. The Committee, in its discretion, and subject to such
requirements as the Committee may impose prior to the occurrence of such
withholding, may permit such withholding obligations to be satisfied through
cash payment by the Participant, through the surrender of shares of Stock which
the Participant already owns, or through the surrender of shares of Stock to
which the Participant is otherwise entitled under the Plan.
4.5 Use of Shares. Subject to the overall limitation on the number of shares of
Stock that may be delivered under the Plan, the Committee may use available
shares of Stock as the form of payment for compensation, grants or rights earned
or due under any other compensation plans or arrangements of the Company or a
Subsidiary, including the plans and arrangements of the Company or a Subsidiary
assumed in business combinations.
4.6 Dividends and Dividend Equivalents. An Award (including without limitation
an Option or SAR Award) may provide the Participant with the right to receive
dividend payments or dividend equivalent payments with respect to Stock subject
to the Award (both before and after the Stock subject to the Award is earned,
vested, or acquired), which payments may be either made currently or credited to
an account for the Participant, and may be settled in cash or Stock as
determined by the Committee. Any such settlements, and any such crediting of
dividends or dividend equivalents or reinvestment in shares of Stock, may be
subject to such conditions, restrictions and contingencies as the Committee
shall establish, including the reinvestment of such credited amounts in Stock
equivalents.
4.7 Payments. Awards may be settled through cash payments, the delivery of
shares of Stock, the granting of replacement Awards, or combination thereof as
the Committee shall determine. Any Award settlement, including payment
deferrals, may be subject to such conditions, restrictions and contingencies as
the Committee shall determine. The Committee may permit or require the deferral
of any Award payment, subject to such rules and procedures as it may establish,
which may include provisions for the payment or crediting of interest, or
dividend equivalents, including converting such credits into deferred Stock
equivalents. Each Subsidiary shall be liable for payment of cash due under the
Plan with respect to any Participant to the extent that such benefits are
attributable to the services rendered for that Subsidiary by the Participant.
Any disputes relating to liability of a Subsidiary for cash payments shall be
resolved by the Committee.
4.8 Transferability. Except as otherwise provided by the Committee, Awards under
the Plan are not transferable except as designated by the Participant by will or
by the laws of descent and distribution.
4.9 Form and Time of Elections. Unless otherwise specified herein, each election
required or permitted to be made by any Participant or other person entitled to
benefits under the Plan, and any permitted modification, or revocation thereof,
<PAGE>
shall be in writing filed with the Committee at such times, in such form, and
subject to such restrictions and limitations, not inconsistent with the terms of
the Plan, as the Committee shall require.
4.10 Restrictions Imposed by the Company. An Award under the Plan shall be
subject to such terms and conditions, not inconsistent with the Plan, as the
Committee shall, in its sole discretion, prescribe. The terms and conditions of
any Award to any Participant shall be reflected in such form of written document
as is determined by the Committee. A copy of such document shall be provided to
the Participant, and the Committee may, but need not require that the
Participant shall sign a copy of such document. Such document is referred to in
the Plan as an "Award" regardless of whether any Participant signature is
required.
4.11 Action by Company or Subsidiary. Any action required or permitted to be
taken by the Company or any Subsidiary shall be by resolution of its Board, or
by action of one or more members of the Board (including a committee of the
Board) who are duly authorized to act for the Board, or (except to the extent
prohibited by applicable law or applicable rules of any stock exchange) by a
duly authorized officer of such company.
4.12 Gender and Number. Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.
4.13 Limitation of Implied Rights.
4.13.1 Neither a Participant nor any other person shall, by reason of
participation in the Plan, acquire any right or title to any assets,
funds or property of the Company or any Subsidiary whatsoever,
including, without limitation, any specific funds, assets, or other
property which the Company or any Subsidiary, in their sole
discretion, may set aside in anticipation of a liability under the
Plan. A Participant shall have only a contractual right to the Stock
or amounts, if any, payable under the Plan, unsecured by any assets of
the Company or any Subsidiary, and nothing contained in the Plan shall
constitute a guarantee that the assets of the Company or any
Subsidiary shall be sufficient to pay any benefits to any person.
4.13.2 The Plan does not constitute a contract of employment, and selection
as a Participant will not give any participating employee the right to
be retained in the employ of the Company or any Subsidiary, nor any
right or claim to any benefit under the Plan, unless such right or
claim has specifically accrued under the terms of the Plan. Except as
otherwise provided in the Plan, no Award under the Plan shall confer
upon the holder thereof any rights as a shareholder of the Company
prior to the date on which the individual fulfills all conditions for
receipt of such rights.
4.14 Evidence. Evidence required of anyone under the Plan may be by certificate,
affidavit, document or other information which the person acting on it considers
pertinent and reliable, and signed, made or presented by the proper party or
parties.
4.15 Vesting of Rights. The vesting of rights granted under this Plan may, in
the discretion of the Committee, be made dependant upon a Participant's
continued employment by the Company or a Subsidiary.
4.16 Effect of Change in Control. Except as otherwise provided in the Plan or
the Award reflecting the applicable Award, upon the occurrence of a Change in
Control:
4.16.1 All outstanding Options (regardless of whether in tandem with SARs)
shall become fully exercisable.
4.16.2 All outstanding SARs (regardless of whether in tandem with Options)
shall become fully exercisable.
4.16.3 All Stock Units, Restricted Stock, Restricted Stock Units, and
Performance Shares shall become fully vested.
4.17 Definition. For purposes of the Plan, the term "Change in Control" shall
mean a change in the beneficial ownership of the Company's voting Stock or a
change in the composition of the Board of the Company which occurs as follows:
4.17.1 Any "Person" (as such term is used in Section 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended ("Exchange Act")) is
or becomes a beneficial owner, directly or indirectly, of Stock of the
Company representing 30% or more of the total voting power of the
Company's then outstanding Stock.
4.17.2 A tender offer (for which a filing has been made with the SEC which
purports to comply with the requirements of Section 14(d) of the
Exchange Act and the corresponding SEC rules) is made for the Stock of
the Company. In case of such a tender offer, the Change in Control
will be deemed to have occurred upon the first to occur of (i) any
<PAGE>
time during the tender offer when the Person making the offer owns or
has accepted for payment Stock of the Company with 30% or more of the
total voting power of the Company's outstanding Stock or (ii) three
business days before the offer is to terminate unless the offer is
withdrawn first, if the Person making the offer could own, by the
terms of the offer plus any shares owned by this Person, Stock with
30% or more of the total voting power of the Company's outstanding
Stock when the offer terminates.
4.17.3 Individuals who were the Board's nominees for election as directors
of the Company immediately prior to a meeting of the shareholders of
the Company involving a contest for the election of directors shall
not constitute a majority of the Board following the election.
5. Committee
5.1 Administration. The authority to control and manage the operation and
administration of the Plan shall be vested in a committee (the "Committee"). The
Committee shall be selected by the Board of the Company and shall consist solely
of two or more members of the Board who may or may not be employees of the
Company. If the Committee does not exist, or for any other reason determined by
the Board, the Board may take any action under the Plan that would otherwise be
the responsibility of the Committee.
5.2 Powers of Committee. The Committee's administration of the Plan shall be
subject to the following:
5.2.1Subject to the Plan, the Committee will have the authority and
discretion to select from among the Eligible Employees those persons
who shall receive Awards, to determine the time or times of receipt,
to determine the types of Awards and the number of shares covered by
the Awards, to establish the terms, conditions, performance criteria,
restrictions, and other provisions of such Awards, and (subject to the
restrictions imposed by Section 6) to cancel or suspend Awards.
5.2.2To the extent that the Committee determines that the restrictions
imposed by the Plan preclude the achievement of the material purposes
of the Awards in jurisdictions outside the United States, the
Committee will have the authority and discretion to modify those
restrictions as the Committee determines to be necessary or
appropriate to conform to applicable requirements or practices of
jurisdictions outside of the United States.
5.2.3The Committee will have the authority and discretion to interpret the
Plan, to establish, amend, and rescind any rules and regulations
relating to the Plan, to determine the terms and provisions of any
Award made pursuant to the Plan, and to make all other determinations
that may be necessary or advisable for the administration of the Plan.
5.2.4Any interpretation of the Plan by the Committee and any decision made
by it under the Plan is final and binding on all persons.
5.2.5In controlling and managing the operation and administration of the
Plan, the Committee shall take action in a manner that conforms to the
articles and bylaws of the Company, and applicable state corporate
law.
5.3 Delegation by Committee. Except to the extent prohibited by applicable law
or the applicable rules of a stock exchange, the Committee may allocate all or
any portion of its responsibilities and powers to any one or more of its members
and may delegate all or any part of its responsibilities and powers to any
person or persons selected by it. Any such allocation or delegation may be
revoked by the Committee at any time.
5.4 Information to be Furnished to Committee. The Company and Subsidiaries shall
furnish the Committee with such data and information as it determines may be
required for it to discharge its duties. The records of the Company and
Subsidiaries as to an employee's or Participant's employment, termination of
employment, leave of absence, reemployment and compensation shall be conclusive
on all persons unless determined to be incorrect. Participants and other persons
entitled to benefits under the Plan must furnish the Committee such evidence,
data or information as the Committee considers desirable to carry out the terms
of the Plan.
6. Amendment and Termination The Board may, at any time, amend or terminate the
Plan, provided that no amendment or termination may, in the absence of written
consent to the change by the affected Participant (or, if the Participant is not
then living, the affected beneficiary), adversely affect the rights of any
Participant or beneficiary under any Award granted under the Plan prior to the
date such amendment is adopted by the Board; provided that adjustments made by
the Committee shall not be subject to the foregoing limitations of this Section
6.
<PAGE>
7. Defined Terms In addition to the other definitions contained herein, the
following definitions shall apply:
7.1 "Award" shall mean any award or benefit granted under the Plan, including,
without limitation, the grant of Options, SARs, Stock Unit Awards, Restricted
Stock Awards, Restricted Stock Unit Awards and Performance Share Awards.
7.2 "Board" shall mean the Board of Directors of the Company.
7.3 "Change of Control" shall mean the acquisition of thirty percent (30%) or
more of the voting shares of the Company or a Subsidiary by a single shareholder
or group of shareholders under common control after the adoption date of this
Plan.
7.4 "Code" shall mean the Internal Revenue Code of 1986, as amended. A reference
to any provision of the Code shall include reference to any successor provision
of the Code.
7.5 "Disability" is deemed to occur during the period in which a Participant is
unable, by reason of a medically determinable physical or mental impairment, to
engage in any substantial gainful activity, which condition, in the opinion of a
physician selected by the Committee, is expected to have a duration of not less
than 120 days.
7.6 "Eligible Employee" shall mean any employee of the Company or a Subsidiary.
An Award may be granted to an employee, in connection with hiring, retention or
otherwise, prior to the date the employee first performs services for the
Company or the Subsidiaries, provided that such Award shall not become vested
prior to the date the employee first performs such services.
7.7 "Fair Market Value" of a share of Stock under the Plan, as of any date,
shall be determined as follows:
7.7.1If the principal market for the Stock is a national securities
exchange or the Nasdaq Stock Market (including the Nasdaq SmallCap
Market), then "Fair Market Value" as of that date will be the mean
between the lowest and highest reported sale prices of the Stock on
that date on the principal exchange on which the Stock is then listed
or admitted to trading.
7.7.2If sale prices are not available or if the principal market for the
Stock is not a national securities exchange and the Stock is not
quoted on the Nasdaq Stock Market, the average between the highest bid
and lowest asked prices for the Stock on such day as reported on the
Nasdaq OTC Electronic Bulletin Board Service or by the National
Quotation Bureau, Incorporated, or a comparable service.
7.7.3If the day is not a business day, the Fair Market Value of the Stock
will be determined as of the last preceding business day. If
paragraphs 7.7.1 and 7.7.2 are otherwise inapplicable, then the Fair
Market Value of the Stock shall be determined in good faith by the
Committee.
7.8 "Retirement" of a Participant shall mean the occurrence of a Participant's
Date of Termination after completing at least five years of service and
attaining age 65.
7.9 "Subsidiary" means any company during any period in which it is a subsidiary
corporation as that term is defined in Code section 424(f) with respect to the
Company.
7.10 "Stock" means shares of the Company's common stock.
8. Miscellaneous
8.1 General Restriction. Each Award under the Plan shall be subject to the
requirement that, if at any time the Committee shall determine that (i) the
listing, registration or qualification of the shares of Stock subject or related
thereto upon any securities exchange or under any state or federal law, or (ii)
the consent or approval of any government regulatory body, or (iii) an agreement
by the Participant with respect to the disposition of Stock, is necessary or
desirable as a condition of, or in connection with, the granting of such Award
or the issue or purchase of Stock thereunder, such Award may not be exercised or
consummated in whole or in part unless and until such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.
8.2 Non-Uniform Determinations. The Committee's determinations under the Plan
(including without limitation determinations of the persons to receive Awards,
the form, amount and timing of such Awards, and the terms and provisions of such
Awards) need not be uniform and may be made by it selectively among persons who
receive, or are eligible to receive, Awards under the Plan, whether or not such
persons are similarly situated.
8.3 Fractional Shares. Fractional shares shall not be granted under any Award
under this Plan, unless the provision of the Plan which authorizes such Award
also specifies the terms under which fractional shares or interests may be
granted.
8.4 Effects of Headings. The Section and Subsection headings contained herein
are for convenience only and shall not affect the construction hereof.
<PAGE>
Adopted by resolution of the Board of Directors,
effective the 1st day of July 1999.
The Company
By: /s/
---------------------------------------------
Authorized Officer
Exhibit 10.6
Stock Option Award and
Summary For _________
[Company Logo Omitted]
Pursuant to the terms and conditions of The Murdock Group Career
Satisfaction Corporation 1999 Stock Option and Incentive Plan (the "Plan"), The
Murdock Group Career Satisfaction Corporation (the "Company"), hereby grants to
the Participant an Option to purchase shares of the Company's common stock on
the following terms and conditions:
1. Identifying Provisions. As used in this Option, the following terms
shall have the following respective meanings:
a. The Participant is_________;
b. The Date of Grant is __________;
c. The Number of Covered Shares is _________;
d. The Exercise Price Per Share is ____ cents;
e. The Vesting Period is ____ years;
f. The Type of Option is ___________.
2. Award. This Award specifies the terms of the option ("Option") granted
to the Participant to purchase the number of Covered Shares of Stock at the
Exercise Price set forth above in Paragraph 1.
3. Date of Exercise and Vesting. Except as limited by this Award or by the
Plan, this Option shall become exercisable pursuant to the vesting schedule set
forth below until and including the Expiration Date of this Option, whereupon
the Option shall expire and may thereafter no longer be exercised. Vesting of
the Option shall be according to the schedule appearing at the end of this
document, provided, however, that if the Participant is a Company employee at
the time of this Award, no vesting shall occur subsequent to the date
Participant ceases to be employed by the Company.
4. Expiration. The Option shall not be exercisable after the Company's
close of business on the last business day that occurs prior to the Expiration
Date. The Expiration Date shall be the earliest to occur of:
a. The seven-year anniversary of the Grant Date;
b. If the Participant's Date of Termination occurs by reason of death,
Disability or Retirement, the one-year anniversary of such Date of
Termination.
5. Method of Exercise. Subject to the terms of this Award and the Plan, the
Option may be exercised in whole or in part by filing a written notice with the
Secretary of the Company at its corporate headquarters prior to the Company's
close of business on the last business day that occurs prior to the Expiration
Date. Such notice shall specify the number of Covered Shares the Participant
elects to purchase, and shall be accompanied by payment of the Exercise Price
for such shares. Payment shall be by cash or by check payable to the Company.
Except as otherwise provided by the Committee before the Option is exercised,
(i) all or a portion of the Exercise Price may be paid by the Participant by
delivery of shares of Stock owned by the Participant and acceptable to the
Committee having an aggregate Fair Market Value (as of the date of exercise)
that is equal to the amount of cash that would otherwise be required; and (ii)
the Participant may pay the Exercise Price by authorizing a third party to sell
shares of Stock (or a sufficient portion of the shares) acquired upon exercise
of the Option and remit to the Company a sufficient portion of the sale proceeds
to pay the entire Exercise Price and any tax withholding resulting from such
exercise. The Option shall not be exercisable if and to the extent the Company
determines that such exercise would violate applicable state or federal
securities laws or the rules and regulations of any securities exchange on which
the Stock is traded. If the Company makes such a determination, it shall use all
reasonable efforts to obtain compliance with such laws, rules or regulations. In
making any determination hereunder, the Company may rely on the opinion of
counsel for the Company.
6. Withholding. All deliveries and distributions under this Award are
subject to withholding of all applicable taxes. At the election of the
Participant, and subject to such rules and limitations as may be established by
the Committee from time to time, such withholding obligations may be satisfied
through the surrender of shares of Stock which the Participant already owns, or
to which the Participant is otherwise entitled under the Plan.
<PAGE>
7. Transferability. Except as otherwise provided in this Paragraph, the
Option is not transferable other than as designated by the Participant by will
or by the laws of descent and distribution, and during the Participant's life,
may be exercised only by the Participant. However, the Participant, with the
prior approval of the Committee, may transfer the Option for no consideration to
or for the benefit of the Participant's Immediate Family (including, without
limitation, to a trust for the benefit of the Participant's Immediate Family or
to a partnership or limited liability company for one or more members of the
Participant's Immediate Family), subject to such limits as the Committee may
establish, and the transferee shall remain subject to all terms and conditions
applicable to the Option prior to such transfer. The foregoing right to transfer
the Option shall apply to the right to consent to amendments to this Award and,
in the discretion of the Committee, shall also apply to the right to transfer
ancillary rights associated with the Option. The term "Immediate Family" means
the Participant's spouse, parents, children, stepchildren, adoptive
relationships, sisters, brothers and grandchildren.
8. Definitions. Capitalized terms in this Award shall have the meaning
given them in the Plan, or elsewhere in this Award. "Date of Termination" is the
first day occurring on or after the Grant Date on which the Participant is not
employed by the Company or any Subsidiary, regardless of the reason for the
termination of employment; provided that a termination of employment shall not
be deemed to occur by reason of a transfer of the Participant between the
Company and a Subsidiary or between two Subsidiaries.
9. Heirs and Successors. This Award shall be binding upon, and inure to the
benefit of, the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Company's assets and business. If any rights
exercisable by the Participant or benefits deliverable to the Participant under
this Award have not been exercised or delivered, respectively, at the time of
the Participant's death, such rights shall be exercisable by the Designated
Beneficiary, and such benefits shall be delivered to the Designated Beneficiary
in accordance with the provisions of this Award and the Plan. The "Designated
Beneficiary" shall be the beneficiary or beneficiaries designated by the
Participant in a writing filed with the Committee in such form and at such time
as the Committee shall require. If a deceased Participant fails to designate a
beneficiary, or if the Designated Beneficiary does not survive the participant,
any rights that would have been exercisable by the Participant and any benefits
distributable to the Participant shall be exercised by or distributed to the
legal representative of the estate of the Participant. If a deceased Participant
has designated a beneficiary but the Designated Beneficiary dies before the
Designated Beneficiary's exercise of all rights under this Award or before the
complete distribution of benefits to the Designated Beneficiary under this
Award, then any rights that would have been exercisable by the Designated
Beneficiary shall be exercised by the legal representative of the estate of the
Designated Beneficiary, and any benefits distributable to the Designated
Beneficiary shall be distributed to the legal representative of the estate of
the Designated Beneficiary.
10. Administration. The authority to manage and control the operation and
administration of this Award shall be vested in the Committee, and the Committee
shall have all powers with respect to this Award as it has with respect to the
Plan. Any interpretation of the Award by the Committee and any decision made by
it with respect to the Award is final and binding on all persons.
11. Plan Governs. This Option is subject to and the Participant is bound by
all of the terms and conditions of the Plan, as the same may have been amended
from time to time in accordance with its terms. A copy of the Plan in its
present form is available from the office of the Secretary of the Company. In
the event of a conflict between the terms of the Plan and the terms of this
Award, the terms and provisions of the Plan shall govern.
12. Not an Employment Contract. The Option does not confer any right on the
Participant with respect to continuation of employment or other service with the
Company or any Subsidiary, nor will it interfere in any way with any right the
Company or any Subsidiary would otherwise have to terminate or modify the terms
of such Participant's employment or other service at any time.
13. Rights in Stock Before Issuance and Delivery. No person shall be
entitled to the privileges of stock ownership in respect of any shares issuable
upon exercise of this Option unless and until such shares have been issued to
such person as fully-paid shares.
2
<PAGE>
14. Notices. Any notice to be given to the Company shall be addressed to
the Company in care of its corporate Secretary at its principal offices and any
notice to be given to the Participant shall be addressed to the Participant at
the address set forth beneath the Participant's signature hereto or at such
other address as the Participant may hereafter designate in writing to the
Company. Any such notice shall be deemed duly given when enclosed in a properly
sealed envelope or wrapper addressed as before said, registered or certified and
deposited postage and registry or certification fees prepaid in a post office or
branch post office regularly maintained by the United States Postal Service.
15. Other Terms. This Award has been executed and delivered by the Company
in Salt Lake City, Utah and shall be construed and enforced in accordance with
the laws of said state, other than any choice of law rules calling for the
application of laws of another jurisdiction. This Award may be amended by
written agreement of the Participant and the Company, without the consent of any
other person. If the Company enters into a transaction which is intended to be
accounted for using the pooling-of-interests method of accounting, but it is
determined by the Board that the Option or any aspect thereof could reasonably
be expected to preclude such treatment, then the Board may modify (to the
minimum extent required) or revoke (if necessary) the Option or any of the
provisions thereof to the extent that the Board determines that such
modification or revocation is necessary to enable the transaction to be subject
to pooling-of-interests accounting.
In Witness Whereof the Company has granted this Option on the Date of Grant
specified above.
The Company
--------------------------------
Authorized Officer
3
<PAGE>
Vesting Schedule for Your Options
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Installment Vesting Date Applicable
(No. of Covered Shares) to Installment
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4
<PAGE>
Notice of Exercise
The Murdock Group Career Satisfaction Corporation
Dear Ladies and Gentlemen,
The undersigned hereby elects to purchase, pursuant to the provisions of the
Stock Option Award and Option held by the undersigned, dated ___________,
_________ shares of Stock of The Murdock Group Career Satisfaction Corporation,
a Utah corporation, issuable upon exercise of said Option.
The undersigned hereby represents and warrants that the undersigned is acquiring
such stock for his own account and not for resale or with a view to distribution
of any part thereof.
The undersigned hereby attaches the purchase price payable for such shares at
$______ per share in the form of ____________________________________ (specify
cash, check, money order, other securities, etc.).
Dated this ___ day of _________, _____.
----------------------------------------
Signature
----------------------------------------
Printed Name
----------------------------------------
Address
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Email Address
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Telephone Number
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Social Security Number
5
Exhibit 10.7
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
EARNEST MONEY RECEIPT
Buyer The Murdock Group Career Satisfaction Corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Earnest Money,
the amount of $ 0 in the form of _____________ which, upon Acceptance of this
offer by all parties (as defined in Section 23), shall be deposited in
accordance with state law.
Received by: on
(Date)
Brokerage: ___________________________Phone Number _____________________________
OFFER TO PURCHASE
1. PROPERTY: Approximately 70 Acres in Bluff also
described as: see Exhibit A City of Bluff County of San Juan State of Utah (the
"Property").
1.1 Included Items. Unless excluded herein, this sale includes the
following items if presently attached to the Property: plumbing, heating, air
conditioning fixtures and equipment; ceiling fans; water heater; built-in
appliances; light fixtures and bulbs; bathroom fixtures; curtains, draperies and
rods; window and door screens; storm doors and windows; window blinds; awnings;
installed television antenna; satellite dishes and system; permanently affixed
carpets; automatic garage door opener and accompanying transmitter(s)'. fencing;
and trees and shrubs. The following items shall also be included in this sale
and conveyed under separate Bill of Sale with warranties as to title:
1.2 Excluded Items. The following items are excluded from this sale:
1.3 Water Rights. The following water rights are included in this sale: All
rights and claims .
1.4 Survey. (Check applicable boxes): A survey map of the Property
certified by a licensed surveyor [ ] WILL [X ] WILL NOT be prepared. The
Property corners [ ] WILL [ ] WILL NOT be marked by survey stakes set by a
licensed surveyor or engineering company. The cost of the applicable items
checked above will be: [ ] paid by Buyer [ ] paid by Seller [ ] shared equally
by Buyer and Seller [ ] Other (specify) For additional terms, see attached
Survey Addendum if applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $2,000,000
2.1 Method of Payment. The Purchase Price will be paid as follows:
$ 0 (a) Earnest Money Deposit. Under certain conditions
------------------------ described in this Contract, THIS DEPOSIT MAY
BECOME TOTALLY NON-REFUNDABLE.
$ 0 (b) New Loan. Buyer agrees to apply for a new loan as
------------------------ provided in Section 2~3. Buyer will apply for
one or more of the following loans:
[ ] CONVENTIONAL [ ] FHA [ I VA [ I OTHER
(specify) _______________________________________
If an FHAWA loan applies, see attached FHANA
Loan Addendum If the loan is to include any
particular terms, then check below and give
details: [ ] SPECIFIC LOAN TERMS ________________
$ 60,000 (c) Loan Assumption (see attached Assumption Addendum
------------------------ if applicable)
$ 0 (d) Seller Financing (see attached Seller Financing
------------------------ Addendum if applicable)
$ 1,940,000 (e) Other (specify) Refer to Addendum #1
------------------------ ----------------------------
$ 0 (f) Balance of Purchase Price in Cash at Settlement
------------------------
$ 2,000,000 PURCHASE PRICE. Total of lines (a) through (f)
------------------------
<PAGE>
2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [ ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan.
(a) Buyer's duties. No later than the Application Deadline referenced in Section
24(a), Buyer shall apply for the Loan. "Loan Application"occurs only when Buyer
has: (i) completed, signed, and delivered to the lender (the "Lender") the
initial loan application and documentation required by the Lender; and (ii) paid
all loan application fees as required by the Lender. Buyer agrees to diligently
work to obtain the Loan. Buyer will promptly provide the Lender with any
additional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Earnest Money Forfeiture Deadline
referenced in Section 24(d), the Earnest Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Earnest Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property [ ] IS []
IS NOT conditioned upon the Property appraising for not less than the Purchase
Price. If the appraisal condition applies and the Property appraises for less
than the Purchase Price, Buyer may cancel this Contract by providing written
notice to Seller no later than three calendar days after Buyer's receipt of
notice of the appraised value. In the event of such cancellation, the Earnest
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Earnest Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). A Settlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to
Buyer within: [ ] ___ hours [X ] 10 days after Closing; [ ] Other (specify) .
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
[ ] Seller's Initials [ ] Buyer's Initials
<PAGE>
The Listing Agent, ________________, represents [ ] Seller, [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent
The Selling Agent, ________________, represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Listing Broker, ________________, represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Selling Broker, ________________, represents [ ] Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Seller agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by
Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to
environmental problems and building or zoning code violations; and
(e) Other (specify) .
8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes): [ ] IS [ X]
IS NOT conditioned upon Buyer's approval of the content of all the Seller
Disclosures referenced in Section 7; [ ] IS [ X] IS NOT conditioned upon Buyer's
approval of a physical condition inspection of the Property; [ ] IS [ X]IS NOT
conditioned upon Buyer's approval of the following tests and evaluations of the
Property: (specify) If any of the above items are checked in the affirmative,
then Sections 8.1, 8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The
items checked in the affirmative above are collectively referred to as the
"Evaluations & Inspections." Unless otherwise provided in this Contract, the
Evaluations & Inspections shall be paid for by Buyer and shall be conducted by
individuals or entities of Buyer's choice. Seller agrees to cooperate with the
Evaluations & Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Earnest Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Earnest Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [X ] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [ X] Addendum No. 1 [ ]
Survey Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan Addendum [X ]
Assumption Addendum [ ] Lead-Based Paint Addendum (in some transactions this
addendum is required by law) [ ] Other (specify) .
<PAGE>
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer
or Seller is a corporation, partnership, trust, estate, limited liability
company, or other entity, the person executing this Contract on its behalf
warrants his or her authority to do so and to bind Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [ ] SHALL [ ] MAY (upon mutual agreement
of the parties) first be submitted to mediation. If the parties agree to
mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Earnest
Money Deposit as liquidated damages, or to return it and sue Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Earnest Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Earnest Money Deposit as
liquidated damages, or may sue Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
<PAGE>
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of litigation or binding
arbitration to enforce this Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees shall not be awarded for
participation in mediation under Section 15.
17.2 In Interpleader Actions. If a principal broker holding the Earnest Money
Deposit is required by law to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize that principal broker to
draw from that Deposit an amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the Deposit remaining after
advancing those costs shall be interpleaded into court. Buyer and Seller further
agree that whichever of them is found to be in default may be ordered to pay any
reasonable attorney fees, or additional court costs, incurred by the principal
broker in bringing the action, unless the court finds that there was fault on
the part of the principal broker or his or her agent that would make such an
award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. Buyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline 0 (Date)
(b) Seller Disclosure Deadline 0 (Date)
(c) Evaluation & Inspections Deadline 0 (Date)
(e) Settlement Deadline ________________ (Date)
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: 12:00 [X ]
AM [ ] PM Mountain Time on August 5, 1999 (Date), this offer shall lapse; and
the Brokerage shall return the Earnest Money Deposit to Buyer.
- ------------------------------------- ----------------------------------------
(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to
as the "Offer Reference Date"
- --------------------------------------------------------------------------------
(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[X ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. ______
/s/ 8/3/99
- ------------------------------------- -----------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
- --------------------------------------------------------------------------------
(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
- ------------------------------------- -----------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
*********************************
DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures.
- --------------------------------------------------------------------------------
(Buyer's Signature) (Date) (Buyer's Signature) (Date)
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on
___________________________ (Date) postage prepaid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 1966. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
<PAGE>
REALTOR ADDENDUM NO. 1
TO
REAL ESTATE PURCHASE CONTRACT Page
1 of 1 THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE
CONTRACT (the "REPC") with an Offer Reference Date of July 30, 1999 including
all prior addenda and counteroffers, between The Murdock Group as Buyer, and
Howe Family Trust as Seller, regarding the Property located at
_________________________. The following terms are hereby incorporated as part
of the REPC:
_________________________________ ____________________________________________
(e) 1,940,000 will be paid as 1,293,334 shares in "The Murdock Group" Career
Satisfaction Corporation.
(c) The Murdock Group will assume current loan, under current terms until
refinanced or paid in full.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller [
] Buyer shall have until ________ [ ] AM [ ] PM Mountain Time on _______________
,19 ____ to accept the terms of this ADDENDUM in accordance with the provisions
of Section 23 of the REPC. Unless so accepted, the offer as set forth in this
ADDENDUM shall lapse.
/s/ 8/3/99 /s/ 8/5/99
- --------------------------------------- --------------------------------------
[ ] Buyer (Date)(Time) [X] Buyer (Date)(Time)
[X] Seller Signature [ ] Seller Signature
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[X ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
<PAGE>
REALTOR ADDENDUM NO. 2
TO
REAL ESTATE PURCHASE CONTRACT Page
1 of 1 THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE
CONTRACT (the "REPC") with an Offer Reference Date of October 28, 1998 including
all prior addenda and counteroffers, between The Murdock Group as Buyer, and
Randy Butters as Seller, regarding the Property located at 120 Acres near
Francis, Utah. The following terms are hereby incorporated as part of the REPC:
______________________________________ ________________________________________
Copy of 1) Survey and Engineering work to date; 2) Right-of-Way Agreements; 3)
Water associated to ground; 4) Contracts with development partners and
neighboring landowners; 5) City and County applications for zoning or
development.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller [
] Buyer shall have until [ ] AM [ ] PM Mountain Time on ___________________,1999
to accept the terms of this ADDENDUM in accordance with the provisions of
Section 23 of the REPC. Unless so accepted, the offer as set forth in this
ADDENDUM shall lapse.
/s/
- --------------------------------------- --------------------------------------
[ ] Buyer (Date)(Time) [ ] Buyer (Date)(Time)
[ ] Seller Signature [ ] Seller Signature
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[X ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
/s/
- -------------------------------------- ---------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- -------------------------------------- ---------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Exhibit 10.8
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
EARNEST MONEY RECEIPT
Buyer The Murdock Group Career Satisfaction Corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Earnest Money,
the amount of $ 0 in the form of N/A which, upon Acceptance of this offer by all
parties (as defined in Section 23), shall be deposited in accordance with state
law. Received by: on 8/3/99 (Date)
Brokerage: __________________________Phone Number _____________________________
OFFER TO PURCHASE
1. PROPERTY: Approximately 280 acres in Eastland also described as:
T35S, R25E, SCM; Section 13: W1/2SW1/4; Section 14: SE1/4NE1/4, E1/2SE1/4;
Section 23: N1/2NE 1/4 City of Eastland County of San Juan State of Utah (the
"Property").
1.1 Included Items. Unless excluded herein, this sale includes the following
items if presently attached to the Property: plumbing, heating, air conditioning
fixtures and equipment; ceiling fans; water heater; built-in appliances; light
fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and
door screens; storm doors and windows; window blinds; awnings; installed
television antenna; satellite dishes and system; permanently affixed carpets;
automatic garage door opener and accompanying transmitter(s)'. fencing; and
trees and shrubs. The following items shall also be included in this sale and
conveyed under separate Bill of Sale with warranties as to title:______________
1.2 Excluded Items. The following items are excluded from this sale: .
1.3 Water Rights. The following water rights are included in this sale: Water
rights and all claims to water.
1.4 Survey. (Check applicable boxes): A survey map of the Property certified by
a licensed surveyor [ ] WILL [ ] WILL NOT be prepared. The Property corners [ ]
WILL [ ] WILL NOT be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked above will be: [ ]
paid by Buyer [ ] paid by Seller [ ] shared equally by Buyer and Seller [ ]
Other (specify) For additional terms, see attached Survey Addendum if
applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $1,000,000 2.1 Method
of Payment. The Purchase Price will be paid as follows:
$ 0 (a) Earnest Money Deposit. Under certain conditions
------------------------ described in this Contract, THIS DEPOSIT MAY
BECOME TOTALLY NON-REFUNDABLE.
$ 0 (b) New Loan. Buyer agrees to apply for a new loan as
------------------------ provided in Section 2~3. Buyer will apply for
one or more of the following loans:
[ ] CONVENTIONAL [ ] FHA [ ] VA
[ ] OTHER (specify)______________________________
If an FHAWA loan applies, see attached FHANA Loan
Addendum If the loan is to include any particular
terms, then check below and give details:
[ ] SPECIFIC LOAN TERMS ________________________
$ 0 (c) Loan Assumption (see attached Assumption Addendum
------------------------ if applicable)
$ 480,000 (d) Seller Financing (see attached Seller Financing
------------------------ Addendum if applicable)
$ 520,000 (e) Other (specify) See Addendum #1
------------------------ -----------------------
$ 0 (f) Balance of Purchase Price in Cash at Settlement
------------------------
$ 1,000,000 PURCHASE PRICE. Total of lines (a) through (f)
------------------------
<PAGE>
2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [X ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan. (a) Buyer's duties. No later than the Application
Deadline referenced in Section 24(a), Buyer shall apply for the Loan. "Loan
Application"occurs only when Buyer has: (i) completed, signed, and delivered to
the lender (the "Lender") the initial loan application and documentation
required by the Lender; and (ii) paid all loan application fees as required by
the Lender. Buyer agrees to diligently work to obtain the Loan. Buyer will
promptly provide the Lender with any additional documentation as required by the
Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Earnest Money Forfeiture Deadline
referenced in Section 24(d), the Earnest Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Earnest Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property [ ] IS [
] IS NOT conditioned upon the Property appraising for not less than the Purchase
Price. If the appraisal condition applies and the Property appraises for less
than the Purchase Price, Buyer may cancel this Contract by providing written
notice to Seller no later than three calendar days after Buyer's receipt of
notice of the appraised value. In the event of such cancellation, the Earnest
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Earnest Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). A Settlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to Buyer within: [ ] ___
hours [ ] days after Closing; [ ] Other (specify) .
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract: [ ]
Seller's Initials [ ] Buyer's Initials
The Listing Agent, ________________, represents [ ] Seller, [ ] Buyer [] both
Buyer and Seller as a Limited Agent
The Selling Agent, ________________, represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Listing Broker, ________________, represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Selling Broker, ________________, represents [ ] Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Seller agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures": (a) a Seller property
condition disclosure for the Property, signed and dated by Seller; (b) a
commitment for the policy of title insurance; (c) a copy of any leases affecting
the Property not expiring prior to Closing; (d) written notice of any claims
and/or conditions known to Seller relating to environmental problems and
building or zoning code violations; and (e) Other (specify) See Addendum #2 .
8.
BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's obligation
to purchase under this Contract (check applicable boxes):
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of the content of all the
Seller Disclosures referenced in Section 7;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
[ ] IS [X] IS NOT conditioned upon Buyer's approval of the following tests and
evaluations of the Property: (specify)
If any of the above items are checked in the affirmative, then Sections 8.1,
8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items checked in the
affirmative above are collectively referred to as the "Evaluations &
Inspections." Unless otherwise provided in this Contract, the Evaluations &
Inspections shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Seller agrees to cooperate with the Evaluations &
Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Earnest Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Earnest Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [X ] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [ X] Addendum No. 1 [ ]
Survey Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan Addendum [ ]
Assumption Addendum [ ] Lead-Based Paint Addendum (in some transactions this
addendum is required by law) [X ] Other (specify) See attached "Agreement to
Consult & Develop" .
<PAGE>
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, limited liability company, or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [ ] SHALL [ ] MAY (upon mutual agreement
of the parties) first be submitted to mediation. If the parties agree to
mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Earnest
Money Deposit as liquidated damages, or to return it and sue Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Earnest Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Earnest Money Deposit as
liquidated damages, or may sue Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
<PAGE>
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
17. ATTORNEY FEES AND COSTS. 17.1 In Actions to Enforce this Contract. In the
event of litigation or binding arbitration to enforce this Contract, the
prevailing party shall be entitled to costs and reasonable attorney fees.
Attorney fees shall not be awarded for participation in mediation under Section
15. 17.2 In Interpleader Actions. If a principal broker holding the Earnest
Money Deposit is required by law to file an interpleader action in court to
resolve a dispute over that Deposit, Buyer and Seller authorize that principal
broker to draw from that Deposit an amount necessary to advance the court costs
needed to bring that interpleader action. The amount of the Deposit remaining
after advancing those costs shall be interpleaded into court. Buyer and Seller
further agree that whichever of them is found to be in default may be ordered to
pay any reasonable attorney fees, or additional court costs, incurred by the
principal broker in bringing the action, unless the court finds that there was
fault on the part of the principal broker or his or her agent that would make
such an award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. Buyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline 0 (Date)
(b) Seller Disclosure Deadline 0 (Date)
(c) Evaluation & Inspections Deadline 0 (Date)
(e) Settlement Deadline August 3rd, 1999 (Date)
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: [ ] AM [ ]
PM Mountain Time on _____________ 1999 (Date), this offer shall lapse; and the
Brokerage shall return the Earnest Money Deposit to Buyer.
- -------------------------------------- ----------------------------------------
(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to
as the "Offer Reference Date"
- --------------------------------------------------------------------------------
(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[X ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. ______
/s/ 8/3/99
- -------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
- --------------------------------------------------------------------------------
(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
*********************************
DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures.
- --------------------------------------------------------------------------------
(Buyer's Signature) (Date) (Buyer's Signature) (Date)
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on
___________________________ (Date) postage prepaid, to the [ ] Seller [ ]
Buyer.
Sent/Delivered by
(specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 1996. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
<PAGE>
REALTOR ADDENDUM NO. 1
TO
REAL ESTATE PURCHASE CONTRACT
Page 1 of 1 THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE
PURCHASE CONTRACT (the "REPC") with an Offer Reference Date of August 3, 1999
including all prior addenda and counteroffers, between The Murdock Group as
Buyer, and Howe Family Trust as Seller, regarding the Property located at 280
Acres in Eastland, Utah. The following terms are hereby incorporated as part of
the REPC:
_________________________________ _____________________________________________
Seller Financing (d) 24 payments of $20,000 at 0% due on the 1st of each month.
See P-Note for details.
Other (e) $520,000 paid as 346,667 shares of "The Murdock Group Career
Satisfaction Corporation"
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller [
] Buyer shall have until ________ [ ] AM [ ] PM Mountain Time on _______________
,19 ____ to accept the terms of this ADDENDUM in accordance with the provisions
of Section 23 of the REPC. Unless so accepted, the offer as set forth in this
ADDENDUM shall lapse.
/s/ /s/ 8/5/99
- ------------------------------------ ----------------------------------------
[ ] Buyer (Date)(Time) [ ] Buyer (Date)(Time)
[ X] Seller Signature [ ] Seller Signature
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[X ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- ------------------------------------- ----------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- ------------------------------------- ----------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Exhibit 10.9
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
EARNEST MONEY RECEIPT
Buyer The Murdock Group Career Satisfaction Corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Earnest Money,
the amount of $ 0 in the form of N/A which, upon Acceptance of this offer by all
parties (as defined in Section 23), shall be deposited in accordance with state
law. Received by: on August 3, 1999 (Date)
Brokerage: ___________________________Phone Number _____________________________
OFFER TO PURCHASE
1. PROPERTY: 722 South Main also described as: Native American Pottery Bld. City
of Blanding County of San Juan State of Utah (the "Property").
1.1 Included Items. Unless excluded herein, this sale includes the following
items if presently attached to the Property: plumbing, heating, air conditioning
fixtures and equipment; ceiling fans; water heater; built-in appliances; light
fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and
door screens; storm doors and windows; window blinds; awnings; installed
television antenna; satellite dishes and system; permanently affixed carpets;
automatic garage door opener and accompanying transmitter(s)'. fencing; and
trees and shrubs. The following items shall also be included in this sale and
conveyed under separate Bill of Sale with warranties as to title:
________________________________________________________________________________
1.2 Excluded Items. The following items are excluded from this sale: All
personal property related to the business.
1.3 Water Rights. The following water rights are included in this sale: .
1.4 Survey. (Check applicable boxes): A survey map of the Property certified by
a licensed surveyor [ ] WILL [X ] WILL NOT be prepared. The Property corners [ ]
WILL [ ] WILL NOT be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked above will be: [ ]
paid by Buyer [ ] paid by Seller [ ] shared equally by Buyer and Seller [ ]
Other (specify) For additional terms, see attached Survey Addendum if
applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $850,000.00
2.1 Method of Payment. The Purchase Price will be paid as follows:
$ 0 (a) Earnest Money Deposit. Under certain conditions
------------------------ described in this Contract, THIS DEPOSIT MAY
BECOME TOTALLY NON-REFUNDABLE.
$ 0 (b) New Loan. Buyer agrees to apply for a new loan as
------------------------ provided in Section 2~3. Buyer will apply for
one or more of the following loans:
[ ] CONVENTIONAL [ ] FHA [ I VA
[ ] OTHER (specify) _____________________________
If an FHAWA loan applies, see attached FHANA Loan
Addendum If the loan is to include any particular
terms, then check below and give details:
[ ] SPECIFIC LOAN TERMS _________________________
$ 30,000 (c) Loan Assumption (see attached Assumption Addendum
------------------------ if applicable)
$ 0 (d) Seller Financing (see attached Seller Financing
------------------------ Addendum if applicable)
$ 820,000 (e) Other (specify) See Addendum #1
------------------------ -----------------------
$ 0 (f) Balance of Purchase Price in Cash at Settlement
------------------------
$ 850,000 PURCHASE PRICE. Total of lines (a) through (f)
------------------------
2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [ ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan.
(a) Buyer's duties. No later than the Application Deadline referenced in Section
24(a), Buyer shall apply for the Loan. "Loan Application"occurs only when Buyer
has: (i) completed, signed, and delivered to the lender (the "Lender") the
initial loan application and documentation required by the Lender; and (ii) paid
all loan application fees as required by the Lender. Buyer agrees to diligently
work to obtain the Loan. Buyer will promptly provide the Lender with any
additional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Earnest Money Forfeiture Deadline
referenced in Section 24(d), the Earnest Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Earnest Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property [ ] IS [
] IS NOT conditioned upon the Property appraising for not less than the Purchase
Price. If the appraisal condition applies and the Property appraises for less
than the Purchase Price, Buyer may cancel this Contract by providing written
notice to Seller no later than three calendar days after Buyer's receipt of
notice of the appraised value. In the event of such cancellation, the Earnest
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Earnest Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). A Settlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to Buyer within: [ ] 0
hours [ ] 0 days after Closing;
[ ] Other (specify) See Lease
---------------------------------------------------------
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
[ ] Seller's Initials [ ] Buyer's Initials
<PAGE>
The Listing Agent, ________________, represents [ ] Seller, [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent
The Selling Agent, ________________, represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Listing Broker, 0 , represents [ ]Seller [ ] Buyer [ ] both Buyer and Seller
as a Limited Agent;
The Selling Broker, ________________, represents [ ] Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Seller agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by
Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to
environmental problems and building or zoning code violations; and (e) Other
(specify) .
8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes):
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of the content of all the
Seller Disclosures referenced in Section 7;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of the following tests and
evaluations of the Property: (specify)
If any of the above items are checked in the affirmative, then Sections 8.1,
8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items checked in the
affirmative above are collectively referred to as the "Evaluations &
Inspections." Unless otherwise provided in this Contract, the Evaluations &
Inspections shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Seller agrees to cooperate with the Evaluations &
Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Earnest Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Earnest Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [X ] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [ X] Addendum No. 1 [ ]
Survey Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan Addendum [ ]
Assumption Addendum [ ] Lead-Based Paint Addendum (in some transactions this
addendum is required by law) [ ] Other (specify) .
<PAGE>
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, limited liability company, or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [ ] SHALL [X ] MAY (upon mutual
agreement of the parties) first be submitted to mediation. If the parties agree
to mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Earnest
Money Deposit as liquidated damages, or to return it and sue Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Earnest Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Earnest Money Deposit as
liquidated damages, or may sue Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
<PAGE>
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of litigation or binding
arbitration to enforce this Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees shall not be awarded for
participation in mediation under Section 15.
17.2 In Interpleader Actions. If a principal broker holding the Earnest Money
Deposit is required by law to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize that principal broker to
draw from that Deposit an amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the Deposit remaining after
advancing those costs shall be interpleaded into court. Buyer and Seller further
agree that whichever of them is found to be in default may be ordered to pay any
reasonable attorney fees, or additional court costs, incurred by the principal
broker in bringing the action, unless the court finds that there was fault on
the part of the principal broker or his or her agent that would make such an
award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. Buyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline 0 (Date)
(b) Seller Disclosure Deadline 0 (Date)
(c) Evaluation & Inspections Deadline 0 (Date)
(e) Settlement Deadline August 1999 (Date)
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: [ ] AM [ ]
PM Mountain Time on _____________ 1999 (Date), this offer shall lapse; and the
Brokerage shall return the Earnest Money Deposit to Buyer.
- -------------------------------------- ----------------------------------------
(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to
as the "Offer Reference Date"
- --------------------------------------------------------------------------------
(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[X ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. ______
/s/ 8/3/99
- ------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
- --------------------------------------------------------------------------------
(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
*********************************
DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures.
- --------------------------------------------------------------------------------
(Buyer's Signature) (Date) (Buyer's Signature) (Date)
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on
___________________________ (Date) postage prepaid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 1996. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
<PAGE>
REALTOR ADDENDUM NO. 1
TO
REAL ESTATE PURCHASE CONTRACT
Page 1 of 1
THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of August 3, 1999 including all prior
addenda and counteroffers, between The Murdock Group as Buyer, and Howe Family
Trust as Seller, regarding the Property located at 722 South Main, Blanding,
Utah 84511. The following terms are hereby incorporated as part of the REPC:
_________________________________ _____________________________________________
Other (e) $820,000 to be paid as 546,667 shares of "The Murdock Group" Career
Satisfaction Corp.
Buyer agrees to assume current loan under current terms, until refinanced or
paid in full.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller [
] Buyer shall have until ________ [ ] AM [ ] PM Mountain Time on _______________
,19 ____ to accept the terms of this ADDENDUM in accordance with the provisions
of Section 23 of the REPC. Unless so accepted, the offer as set forth in this
ADDENDUM shall lapse.
- ------------------------------------ ----------------------------------------
[ ] Buyer (Date)(Time) [ ] Buyer (Date)(Time)
[ ] Seller Signature [ ] Seller Signature
ACCEPTANCE COUNTEROFFER REJ ECTION
CHECK ONE:
[X] ACCEPTANCE: [X ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
/s/ 8/3/99 /s/ 8/5/99
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Exhibit 10.10
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
EARNEST MONEY RECEIPT
Buyer The Murdock Group Career Satisfaction Corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Earnest Money,
the amount of $ 1,000.00 in the form of check which, upon Acceptance of this
offer by all parties (as defined in Section 23), shall be deposited in
accordance with state law.
Received by: Hans Jacobson on July 28, 1999 (Date)
Brokerage: 0 Phone Number 489-1956
OFFER TO PURCHASE
1. PROPERTY: Approximately 86 Acres on West Mountain owned by Hans Jacobson also
described as: S2T9SR1E #30020-79; 81472-96; 4088/104 City of County of State of
Utah (the "Property").
1.1 Included Items. Unless excluded herein, this sale includes the following
items if presently attached to the Property: plumbing, heating, air conditioning
fixtures and equipment; ceiling fans; water heater; built-in appliances; light
fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and
door screens; storm doors and windows; window blinds; awnings; installed
television antenna; satellite dishes and system; permanently affixed carpets;
automatic garage door opener and accompanying transmitter(s)'. fencing; and
trees and shrubs. The following items shall also be included in this sale and
conveyed under separate Bill of Sale with warranties as to title:
1.2 Excluded Items. The following items are excluded from this sale: 0 .
1.3 Water Rights. The following water rights are included in this sale: 0.
1.4 Survey. (Check applicable boxes): A survey map of the Property certified by
a licensed surveyor [ ] WILL [X ] WILL NOT be prepared. The Property corners [ ]
WILL [ ] WILL NOT be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked above will be: [ ]
paid by Buyer [ ] paid by Seller [ ] shared equally by Buyer and Seller [ ]
Other (specify) For additional terms, see attached Survey Addendum if
applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $473,000.00
2.1 Method of Payment. The Purchase Price will be paid as follows:
$ 1,000 (a) Earnest Money Deposit. Under certain conditions
---------------------- described in this Contract, THIS DEPOSIT MAY
BECOME TOTALLY NON-REFUNDABLE.
$ 0 (b) New Loan. Buyer agrees to apply for a new loan as
---------------------- provided in Section 2~3. Buyer will apply for one
or more of the following loans: [ ] CONVENTIONAL
[ ] FHA [ ] VA [ ] OTHER (specify)_______________
If an FHAWA loan applies, see attached FHANA
Loan Addendum If the loan is to include any
particular terms, then check below and give
details: [ ] SPECIFIC LOAN TERMS ________________
$ 0 (c) Loan Assumption (see attached Assumption Addendum
---------------------- if applicable)
$ 96,000 (d) Seller Financing (see attached Seller Financing
---------------------- Addendum if applicable)
$ 297,000 (e) Other (specify) See Addendum #1
---------------------- -----------------------
$ 79,000 (f) Balance of Purchase Price in Cash at Settlement
----------------------
$ 473,000 PURCHASE PRICE. Total of lines (a) through (f)
----------------------
<PAGE>
2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [X ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan.
(a) Buyer's duties. No later than the Application Deadline referenced in Section
24(a), Buyer shall apply for the Loan. "Loan Application"occurs only when Buyer
has: (i) completed, signed, and delivered to the lender (the "Lender") the
initial loan application and documentation required by the Lender; and (ii) paid
all loan application fees as required by the Lender. Buyer agrees to diligently
work to obtain the Loan. Buyer will promptly provide the Lender with any
additional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Earnest Money Forfeiture Deadline
referenced in Section 24(d), the Earnest Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Earnest Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property [ ] IS [
] IS NOT conditioned upon the Property appraising for not less than the Purchase
Price. If the appraisal condition applies and the Property appraises for less
than the Purchase Price, Buyer may cancel this Contract by providing written
notice to Seller no later than three calendar days after Buyer's receipt of
notice of the appraised value. In the event of such cancellation, the Earnest
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Earnest Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). A Settlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to Buyer within: [ ]
hours [ ] days after Closing;
[ ] Other (specify) .
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
[ ] Seller's Initials [ ] Buyer's Initials
<PAGE>
The Listing Agent, ________________, represents [ ] Seller, [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent
The Selling Agent, ________________, represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Listing Broker, N/A , represents [ ]Seller [ ] Buyer [ ] both Buyer and
Seller as a Limited Agent;
The Selling Broker, ________________, represents [ ] Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Seller agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by
Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to
environmental problems and building or zoning code violations; and
(e) Other (specify) None .
8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes):
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of the content of all the
Seller Disclosures referenced in Section 7;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of the following tests and
evaluations of the Property: (specify)
If any of the above items are checked in the affirmative, then Sections 8.1,
8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items checked in the
affirmative above are collectively referred to as the "Evaluations &
Inspections." Unless otherwise provided in this Contract, the Evaluations &
Inspections shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Seller agrees to cooperate with the Evaluations &
Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Earnest Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Earnest Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [X ] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [ ] Addendum No. [ ]
Survey Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan Addendum [ ]
Assumption Addendum [ ] Lead-Based Paint Addendum (in some transactions this
addendum is required by law) [ ] Other (specify) See Addendum #1 .
<PAGE>
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, limited liability company, or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [ ] SHALL [X ] MAY (upon mutual
agreement of the parties) first be submitted to mediation. If the parties agree
to mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Earnest
Money Deposit as liquidated damages, or to return it and sue Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Earnest Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Earnest Money Deposit as
liquidated damages, or may sue Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
<PAGE>
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of litigation or binding
arbitration to enforce this Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees shall not be awarded for
participation in mediation under Section 15.
17.2 In Interpleader Actions. If a principal broker holding the Earnest Money
Deposit is required by law to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize that principal broker to
draw from that Deposit an amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the Deposit remaining after
advancing those costs shall be interpleaded into court. Buyer and Seller further
agree that whichever of them is found to be in default may be ordered to pay any
reasonable attorney fees, or additional court costs, incurred by the principal
broker in bringing the action, unless the court finds that there was fault on
the part of the principal broker or his or her agent that would make such an
award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. Buyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline 0 (Date)
(b) Seller Disclosure Deadline 0 (Date)
(c) Evaluation & Inspections Deadline (Date)
(e) Settlement Deadline (Date)
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: 12:00 [ ]
AM [X ] PM Mountain Time on 8-02-99 (Date), this offer shall lapse; and the
Brokerage shall return the Earnest Money Deposit to Buyer.
/s/ 7-29-99
- -------------------------------------- -------------------------------------
(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to
as the "Offer Reference Date"
- --------------------------------------------------------------------------------
(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[ ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. ______
- -------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
- --------------------------------------------------------------------------------
(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
- ------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
*********************************
DOCUMENT RECEIPT State law requires Broker to furnish Buyer and Seller with
copies of this Contract bearing all signatures. (Fill in applicable section
below.) A. I acknowledge receipt of a final copy of the foregoing Contract
bearing all signatures.
- -------------------------------------- ----------------------------------------
(Buyer's Signature) (Date) (Buyer's Signature) (Date)
- -------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on
___________________________ (Date) postage prepaid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 1996. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
<PAGE>
REALTOR ADDENDUM NO. 1
TO
REAL ESTATE PURCHASE CONTRACT Page 1 of 1
THIS IS AN [ ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of 7-29-1999 including all prior
addenda and counteroffers, between The Murdock Group as Buyer, and Hans Jacobson
as Seller, regarding the Property located at 86 Acres (+/-) on West Mountain.
The following terms are hereby incorporated as part of the REPC:
______________________________________ ________________________________________
Seller Financing: $96,000 paid as 24 payments of $4,341.82. See Promissory Note
for Terms.
Other; $297,000 paid as 220,000 shares of stock in "The Murdock Group" Career
Satisfaction Corp.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller [
] Buyer shall have until ________ [ ] AM [ ] PM Mountain Time on _______________
,19 ____ to accept the terms of this ADDENDUM in accordance with the provisions
of Section 23 of the REPC. Unless so accepted, the offer as set forth in this
ADDENDUM shall lapse.
/s/
- -------------------------------------- ----------------------------------------
[ ] Buyer (Date)(Time) [X ] Buyer (Date)(Time)
[ ] Seller Signature [ ] Seller Signature
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[X ] ACCEPTANCE: [X ] Seller [ ] Buyer hereby accepts the terms of this
ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- ------------------------------------- ----------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- ------------------------------------- ----------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Exhibit 10.11
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
EARNEST MONEY RECEIPT
Buyer The Murdock Group Career Satisfaction Corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Earnest Money,
the amount of $1,000.00 in the form of Check # 1789 which, upon Acceptance of
this offer by all parties (as defined in Section 23), shall be deposited in
accordance with state law.
Received by: _____________________on ___________________________________(Date)
Brokerage: A Farm Realty Phone Number 491-2244
OFFER TO PURCHASE
1. PROPERTY: Approximately 37.5 Acres owned by Brad Bylund also described as:
Utah County Tax ID# 29-018-0009 City of Genola County of Utah State of Utah (the
"Property").
1.1 Included Items. Unless excluded herein, this sale includes the following
items if presently attached to the Property: plumbing, heating, air conditioning
fixtures and equipment; ceiling fans; water heater; built-in appliances; light
fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and
door screens; storm doors and windows; window blinds; awnings; installed
television antenna; satellite dishes and system; permanently affixed carpets;
automatic garage door opener and accompanying transmitter(s)'. fencing; and
trees and shrubs. The following items shall also be included in this sale and
conveyed under separate Bill of Sale with warranties as to title: Two wheel
water lines and all appurtenant water lines
1.2 Excluded Items. The following items are excluded from this sale: None
1.3 Water Rights. The following water rights are included in this sale: 75 Acre
feet of Strawberry Irrigation Water
1.4 Survey. (Check applicable boxes): A survey map of the Property certified by
a licensed surveyor [ ] WILL [X] I WILL NOT be prepared. The Property corners [
]I WILL [ X] WILL NOT be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked above will be: [ ]
paid by Buyer [ ] paid by Seller [ ] shared equally by Buyer and Seller [ ]
Other (specify) For additional terms, see attached Survey Addendum if
applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $490,000.00
2.1 Method of Payment. The Purchase Price will be paid as follows:
$ 1,000 (a) Earnest Money Deposit. Under certain
---------------------------- conditions described in this Contract,
THIS DEPOSIT MAY BECOME TOTALLY
NON-REFUNDABLE.
$ -- (b) New Loan. Buyer agrees to apply for a
---------------------------- new loan as provided in Section 2~3.
Buyer will apply for one or more of the
following loans: [ ] CONVENTIONAL
[ ] FHA [ I VA [ I OTHER (specify)
________________________________________
If an FHAWA loan applies, see attached
FHANA Loan Addendum If the loan is to
include any particular terms, then check
below and give details:
[ ] SPECIFIC LOAN TERMS ________________
$ -- (c) Loan Assumption (see attached Assumption
---------------------------- Addendum if applicable)
$ -- (d) Seller Financing (see attached Seller
---------------------------- Financing Addendum if applicable)
$ 440,100 (e) Other (specify) See Addendum #1
---------------------------- -----------------------
$ 48,900 (f) Balance of Purchase Price in Cash at
---------------------------- Settlement
$ 490,000 PURCHASE PRICE. Total of lines (a) through (f)
----------------------------
<PAGE>
2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [X ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan.
(a) Buyer's duties. No later than the Application Deadline referenced in Section
24(a), Buyer shall apply for the Loan. "Loan Application"occurs only when Buyer
has: (i) completed, signed, and delivered to the lender (the "Lender") the
initial loan application and documentation required by the Lender; and (ii) paid
all loan application fees as required by the Lender. Buyer agrees to diligently
work to obtain the Loan. Buyer will promptly provide the Lender with any
additional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Earnest Money Forfeiture Deadline
referenced in Section 24(d), the Earnest Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Earnest Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property f IIS [ ]
IS NOT conditioned upon the Property appraising for not less than the Purchase
Price. If the appraisal condition applies and the Property appraises for less
than the Purchase Price, Buyer may cancel this Contract by providing written
notice to Seller no later than three calendar days after Buyer's receipt of
notice of the appraised value. In the event of such cancellation, the Earnest
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Earnest Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). ASettlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to Buyer within: [ ] ___
hours [ ] ____ days after closing;
[X ] Other (specify) After the 1999 crop has been harvested.
<PAGE>
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
[ ] Seller's Initials [ ] Buyer's Initials
The Listing Agent, Roger Olson , represents [X] Seller, [ ] Buyer [ ] both Buyer
and Seller as a Limited Agent
The Selling Agent, Roger Olson, represents [X]Seller [ ] Buyer [ ] both Buyer
and Seller as a Limited Agent;
The Listing Broker, Roger Olson, represents [X]Seller [ ] Buyer [ ] both Buyer
and Seller as a Limited Agent;
The Selling Broker, Roger Olson, represents [X] Seller [ ] Buyer [ ] both Buyer
and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Seller agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by
Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to
environmental problems and building or zoning code violations; and
(e) Other (specify)_____________________________________________________________
8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes):
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of the content of all the
Seller Disclosures referenced in Section 7;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of the following tests and
evaluations of the Property: (specify)
If any of the above items are checked in the affirmative, then Sections 8.1,
8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items checked in the
affirmative above are collectively referred to as the "Evaluations &
Inspections." Unless otherwise provided in this Contract, the Evaluations &
Inspections shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Seller agrees to cooperate with the Evaluations &
Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Earnest Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Earnest Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [X ] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [ X] Addendum No. 1 [ ]
Survey Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan Addendum [ ]
Assumption Addendum [ ] Lead-Based Paint Addendum (in some transactions this
addendum is required by law) [X] Other (specify) Lease Back Document .
<PAGE>
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, limited liability company, or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [ ] SHALL [X ] MAY (upon mutual
agreement of the parties) first be submitted to mediation. If the parties agree
to mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Earnest
Money Deposit as liquidated damages, or to return it and sue Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Earnest Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Earnest Money Deposit as
liquidated damages, or may sue Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
<PAGE>
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of litigation or binding
arbitration to enforce this Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees shall not be awarded for
participation in mediation under Section 15.
17.2 In Interpleader Actions. If a principal broker holding the Earnest Money
Deposit is required by law to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize that principal broker to
draw from that Deposit an amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the Deposit remaining after
advancing those costs shall be interpleaded into court. Buyer and Seller further
agree that whichever of them is found to be in default may be ordered to pay any
reasonable attorney fees, or additional court costs, incurred by the principal
broker in bringing the action, unless the court finds that there was fault on
the part of the principal broker or his or her agent that would make such an
award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. ~uyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline 0 (Date)
(b) Seller Disclosure Deadline 0 (Date)
(c) Evaluation & Inspections Deadline 0 (Date)
(e) Settlement Deadline August 25th 1999 (Date)
------------------
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: 12:00 [ ]
AM [ X] PM Mountain Time on August 25, 1999 (Date), this offer shall lapse; and
the Brokerage shall return the Earnest Money Deposit to Buyer.
/s/ 8/16/99
- ------------------------------------- ----------------------------------------
(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to as
the "Offer Reference Date"
- --------------------------------------------------------------------------------
(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[ ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. ______
- ------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
- --------------------------------------------------------------------------------
(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
- ------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
*********************************
DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures.
- ------------------------------------- ----------------------------------------
(Buyer's Signature) (Date) (Buyer's Signature) (Date)
- ------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on
___________________________ (Date) postage prepaid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 1996. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
<PAGE>
REALTOR ADDENDUM NO. 1
TO
REAL ESTATE PURCHASE CONTRACT
Page ______ of ______
THIS IS AN [ ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of 8/16 1999 including all prior
addenda and counteroffers, between The Murdock Group as Buyer, and Brad Bylund
as Seller, regarding the Property located at Utah County, Tax ID #29-18-0009.
The following terms are hereby incorporated as part of the REPC:
______________________________________ ________________________________________
Other: (e) $440,100 to be paid as 293,400 shares of stock in The Murdock Group
Career Satisfaction Corp. A Utah Corporation, valued at $1.50 a share.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller [
] Buyer shall have until ________ [ ] AM [ ] PM Mountain Time on August 25 ,19
99 to accept the terms of this ADDENDUM in accordance with the provisions of
Section 23 of the REPC. Unless so accepted, the offer as set forth in this
ADDENDUM shall lapse.
/s/ 8/16/99 2:00 pm
- ------------------------------------- ----------------------------------------
[X] Buyer (Date)(Time) [ ] Buyer (Date)(Time)
[ ] Seller Signature [ ] Seller Signature
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[ ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- ------------------------------------- ----------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- ------------------------------------- ----------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Exhibit 10.12
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
EARNEST MONEY RECEIPT
Buyer The Murdock Group Career Satisfaction Corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Earnest Money,
the amount of $ 1,000.00 in the form of company check which, upon Acceptance of
this offer by all parties (as defined in Section 23), shall be deposited in
accordance with state law.
Received by: on September 7, 1999 (Date)
Brokerage: Utah Farm Realty Phone Number 491-2244
OFFER TO PURCHASE
1. PROPERTY: 33 1/2 Acres in Payson, Betty Winager Call also described as: Utah
Tax ID # 30-060-0005 City of Payson County of Utah State of Utah (the
"Property").
1.1 Included Items. Unless excluded herein, this sale includes the following
items if presently attached to the Property: plumbing, heating, air conditioning
fixtures and equipment; ceiling fans; water heater; built-in appliances; light
fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and
door screens; storm doors and windows; window blinds; awnings; installed
television antenna; satellite dishes and system; permanently affixed carpets;
automatic garage door opener and accompanying transmitter(s)'. fencing; and
trees and shrubs. The following items shall also be included in this sale and
conveyed under separate Bill of Sale with warranties as to title:
1.2 Excluded Items. The following items are excluded from this sale: None
1.3 Water Rights. The following water rights are included in this sale: 70.90
Acre Feet Strawberry Water
1.4 Survey. (Check applicable boxes): A survey map of the Property certified by
a licensed surveyor [X ] WILL [ ] WILL NOT be prepared. The Property corners [X]
WILL [ ] WILL NOT be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked above will be: [ ]
paid by Buyer [X ] paid by Seller [ ] shared equally by Buyer and Seller [ ]
Other (specify) For additional terms, see attached Survey Addendum if
applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $1,340,000
2.1 Method of Payment. The Purchase Price will be paid as follows:
$ 1,000 (a) Earnest Money Deposit. Under certain conditions
--------------------- described in this Contract, THIS DEPOSIT MAY
BECOME TOTALLY NON-REFUNDABLE.
$ 0 (b) New Loan. Buyer agrees to apply for a new loan as
--------------------- provided in Section 2~3. Buyer will apply for
one or more of the following loans:
[ ] CONVENTIONAL [ ] FHA [ ] VA
[ ] OTHER (specify)______________________________
If an FHAWA loan applies, see attached FHANA Loan
Addendum If the loan is to include any particular
terms, then check below and give details:
[ ] SPECIFIC LOAN TERMS _________________________
$ 0 (c) Loan Assumption (see attached Assumption Addendum
--------------------- if applicable)
$ 0 (d) Seller Financing (see attached Seller Financing
--------------------- Addendum if applicable)
$ 1,206,000 (e) Other (specify) See Addendum #1
--------------------- -----------------------
$ 133,000 (f) Balance of Purchase Price in Cash at Settlement
---------------------
$ 1,340,000 PURCHASE PRICE. Total of lines (a) through (f)
---------------------
<PAGE>
2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [X ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan.
(a) Buyer's duties. No later than the Application Deadline referenced in Section
24(a), Buyer shall apply for the Loan. "Loan Application"occurs only when Buyer
has: (i) completed, signed, and delivered to the lender (the "Lender") the
initial loan application and documentation required by the Lender; and (ii) paid
all loan application fees as required by the Lender. Buyer agrees to diligently
work to obtain the Loan. Buyer will promptly provide the Lender with any
additional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Earnest Money Forfeiture Deadline
referenced in Section 24(d), the Earnest Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Earnest Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property [ ] IS [X
] IS NOT conditioned upon the Property appraising for not less than the Purchase
Price. If the appraisal condition applies and the Property appraises for less
than the Purchase Price, Buyer may cancel this Contract by providing written
notice to Seller no later than three calendar days after Buyer's receipt of
notice of the appraised value. In the event of such cancellation, the Earnest
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Earnest Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). A Settlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to Buyer within: [ ] ___
hours [ ] days after Closing;
[X ] Other (specify) after 1999 crop harvest .
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
[ ] Seller's Initials [ ] Buyer's Initials
The Listing Agent, Roger Olson, represents [X ] Seller, [ ] Buyer [ ] both Buyer
and Seller as a Limited Agent
<PAGE>
The Selling Agent, ________________, represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Listing Broker, Roger Olson,represents [X ]Seller [ ] Buyer [ ] both Buyer
and Seller as a Limited Agent;
The Selling Broker, ________________, represents [ ] Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Seller agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by
Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to
environmental problems and building or zoning code violations; and
(e) Other (specify)
8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes):
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of the content of all the
Seller Disclosures referenced in Section 7;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of the following tests and
evaluations of the Property: (specify)
If any of the above items are checked in the affirmative, then Sections 8.1,
8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items checked in the
affirmative above are collectively referred to as the "Evaluations &
Inspections." Unless otherwise provided in this Contract, the Evaluations &
Inspections shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Seller agrees to cooperate with the Evaluations &
Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Earnest Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Earnest Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [X ] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [ X] Addendum No. 1 [ ]
Survey Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan Addendum [ ]
Assumption Addendum [ ] Lead-Based Paint Addendum (in some transactions this
addendum is required by law) [ ] Other (specify) ____________________________.
<PAGE>
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, limited liability company, or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [ ] SHALL [X ] MAY (upon mutual
agreement of the parties) first be submitted to mediation. If the parties agree
to mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Earnest
Money Deposit as liquidated damages, or to return it and sue Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Earnest Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Earnest Money Deposit as
liquidated damages, or may sue Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
<PAGE>
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of litigation or binding
arbitration to enforce this Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees shall not be awarded for
participation in mediation under Section 15.
17.2 In Interpleader Actions. If a principal broker holding the Earnest Money
Deposit is required by law to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize that principal broker to
draw from that Deposit an amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the Deposit remaining after
advancing those costs shall be interpleaded into court. Buyer and Seller further
agree that whichever of them is found to be in default may be ordered to pay any
reasonable attorney fees, or additional court costs, incurred by the principal
broker in bringing the action, unless the court finds that there was fault on
the part of the principal broker or his or her agent that would make such an
award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. ~uyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline 0 (Date)
(b) Seller Disclosure Deadline September 15, 1999 (Date)
(c) Evaluation & Inspections Deadline 0 (Date)
(e) Settlement Deadline September 30, 1999 (Date)
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: 12:00 [X ]
AM [ ] PM Mountain Time on September 10, 1999 (Date), this offer shall lapse;
and the Brokerage shall return the Earnest Money Deposit to Buyer.
/s/ 9/7/99
- ------------------------------------- ----------------------------------------
(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to as
the "Offer Reference Date"
Randy Burnham for The Murdock Group 5295 South 300 West,
Suite 400, SLC, Utah 84107 268-3232
- --------------------------------------------------------------------------------
(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[ ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. ______
- ------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
- --------------------------------------------------------------------------------
(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
- ------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
*********************************
DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures.
- ------------------------------------- ----------------------------------------
(Buyer's Signature) (Date) (Buyer's Signature) (Date)
- ------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on
___________________________ (Date) postage prepaid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 1996. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
<PAGE>
REALTOR ADDENDUM NO. 1
TO
REAL ESTATE PURCHASE CONTRACT
Page 1 of 1
THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of September 7, 1999 including all
prior addenda and counteroffers, between The Murdock Group as Buyer, and Betty
Winager Call as Seller, regarding the Property located at Payson, Utah. The
following terms are hereby incorporated as part of the REPC:
Other (e); To be paid as 804,000 shares of stock in The Murdock Group Career
Satisfaction Corporation, a Utah Corporation.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller [
] Buyer shall have until ________
[ ] AM [ ] PM Mountain Time on _______________ ,19 ____ to accept the terms of
this ADDENDUM in accordance with the provisions of Section 23 of the REPC.
Unless so accepted, the offer as set forth in this ADDENDUM shall lapse.
/s/ 9/7/99 2:30 pm
- ------------------------------------- ----------------------------------------
[X] Buyer (Date)(Time) [ ] Buyer (Date)(Time)
[ ] Seller Signature [ ] Seller Signature
ACCEPTANCE COUNTEROFFER REJ ECTION
CHECK ONE:
[ ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- ------------------------------------- ----------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- ------------------------------------- ----------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
<PAGE>
REALTOR ADDENDUM NO. 2
TO
REAL ESTATE PURCHASE CONTRACT
Page 1 of 1
THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of September 7, 1999 including all
prior addenda and counteroffers, between The Murdock Group as Buyer, and Betty
Winager Call as Seller, regarding the Property located at Payson, Utah. The
following terms are hereby incorporated as part of the REPC:
1. The Buyer will pay $268,000 in cash at closing including the $1,000.00
shown as Earnest Money deposit.
2. Buyer will give to seller at closing 714,667 shares of stock in The Murdock
Group Career Satisfaction Corporation valued at $1,072,000.00 (e) Other,
Page 1.
3. Buyer will give to seller at closing a guaranty to repurchase the above
described stock according to the terms of Exhibit "A" attached hereto.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller
[X ] Buyer shall have until 7:00 [ ] AM [ X] PM Mountain Time on September
20,1999 to accept the terms of this ADDENDUM in accordance with the provisions
of Section 23 of the REPC.
Unless so accepted, the offer as set forth in this ADDENDUM shall lapse.
/s/ 9/18/99
- ------------------------------------- ----------------------------------------
[X] Buyer (Date)(Time) [ ] Buyer (Date)(Time)
[ ] Seller Signature [ ] Seller Signature
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[X ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
/s/ 9/20/99 10:30 a.m.
- ------------------------------------- ----------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- ------------------------------------- ----------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Exhibit 10.13
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
EARNEST MONEY RECEIPT
Buyer The Murdock Group Career Satisfaction Corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Earnest Money,
the amount of $ 0 in the form of _____________ which, upon Acceptance of this
offer by all parties (as defined in Section 23), shall be deposited in
accordance with state law.
Rceived by: on (Date)
Brokerage: Phone Number
OFFER TO PURCHASE
1. PROPERTY: 20 Acres of ground in Elk Ridge, Utah also described as: see
Attachment A City of Elk Ridge County of Utah State of Utah (the "Property").
1.1 Included Items. Unless excluded herein, this sale includes the following
items if presently attached to the Property: plumbing, heating, air conditioning
fixtures and equipment; ceiling fans; water heater; built-in appliances; light
fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and
door screens; storm doors and windows; window blinds; awnings; installed
television antenna; satellite dishes and system; permanently affixed carpets;
automatic garage door opener and accompanying transmitter(s)'. fencing; and
trees and shrubs. The following items shall also be included in this sale and
conveyed under separate Bill of Sale with warranties as to title:
1.2 Excluded Items. The following items are excluded from this sale: -0- .
1.3 Water Rights. The following water rights are included in this sale: .
1.4 Survey. (Check applicable boxes): A survey map of the Property certified by
a licensed surveyor [ ] WILL [X ] WILL NOT be prepared. The Property corners [ ]
WILL [ ] WILL NOT be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked above will be: [ ]
paid by Buyer [ ] paid by Seller [ ] shared equally by Buyer and Seller [ ]
Other (specify) For additional terms, see attached Survey Addendum if
applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $600,000
2.1 Method of Payment. The Purchase Price will be paid as follows:
$ 0 (a) Earnest Money Deposit. Under certain conditions
------------------------ described in this Contract, THIS DEPOSIT MAY
BECOME TOTALLY NON-REFUNDABLE.
$ (b) New Loan. Buyer agrees to apply for a new loan as
------------------------ provided in Section 2~3. Buyer will apply for
one or more of the following loans:
[ ] CONVENTIONAL [ ] FHA [ ] VA
[ ] OTHER (specify) ____________________________
If an FHAWA loan applies, see attached FHANA Loan
Addendum If the loan is to include any particular
terms, then check below and give details:
[ ] SPECIFIC LOAN TERMS ________________________
$ (c) Loan Assumption (see attached Assumption Addendum
------------------------ if applicable)
$ 0 (d) Seller Financing (see attached Seller Financing
------------------------ Addendum if applicable)
$ (e) Other (specify) See Addendum #1
------------------------
$ (f) Balance of Purchase Price in Cash at Settlement
------------------------
$ PURCHASE PRICE. Total of lines (a) through (f)
------------------------
<PAGE>
2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [ ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan.
(a) Buyer's duties. No later than the Application Deadline referenced in Section
24(a), Buyer shall apply for the Loan. "Loan Application"occurs only when Buyer
has: (i) completed, signed, and delivered to the lender (the "Lender") the
initial loan application and documentation required by the Lender; and (ii) paid
all loan application fees as required by the Lender. Buyer agrees to diligently
work to obtain the Loan. Buyer will promptly provide the Lender with any
additional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Earnest Money Forfeiture Deadline
referenced in Section 24(d), the Earnest Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Earnest Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property [ ] IS [X
] IS NOT conditioned upon the Property appraising for not less than the Purchase
Price. If the appraisal condition applies and the Property appraises for less
than the Purchase Price, Buyer may cancel this Contract by providing written
notice to Seller no later than three calendar days after Buyer's receipt of
notice of the appraised value. In the event of such cancellation, the Earnest
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Earnest Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). A Settlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to Buyer within: [ ] ___
hours [X ] 2 days after Closing; [ ] Other (specify) .
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
[ ] Seller's Initials [ ] Buyer's Initials
<PAGE>
The Listing Agent, ________________, represents [ ] Seller, [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent
The Selling Agent, ________________, represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Listing Broker, N/A , represents [ ]Seller [ ] Buyer [ ] both Buyer and
Seller as a Limited Agent;
The Selling Broker, ________________, represents [ ] Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Buyer agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by
Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to
environmental problems and building or zoning code violations; and
(e) Other (specify) .
8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes):
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of the content of all the
Seller Disclosures referenced in Section 7;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of the following tests and
evaluations of the Property: (specify)
If any of the above items are checked in the affirmative, then Sections 8.1,
8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items checked in the
affirmative above are collectively referred to as the "Evaluations &
Inspections." Unless otherwise provided in this Contract, the Evaluations &
Inspections shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Seller agrees to cooperate with the Evaluations &
Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Earnest Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Earnest Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [X ] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [ X] Addendum No. 1 [ ]
Survey Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan Addendum [ ]
Assumption Addendum [ ] Lead-Based Paint Addendum (in some transactions this
addendum is required by law) [ ] Other (specify) .
<PAGE>
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, limited liability company, or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [ ] SHALL [X ] MAY (upon mutual
agreement of the parties) first be submitted to mediation. If the parties agree
to mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Earnest
Money Deposit as liquidated damages, or to return it and sue Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Earnest Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Earnest Money Deposit as
liquidated damages, or may sue Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
<PAGE>
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of litigation or binding
arbitration to enforce this Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees shall not be awarded for
participation in mediation under Section 15.
17.2 In Interpleader Actions. If a principal broker holding the Earnest Money
Deposit is required by law to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize that principal broker to
draw from that Deposit an amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the Deposit remaining after
advancing those costs shall be interpleaded into court. Buyer and Seller further
agree that whichever of them is found to be in default may be ordered to pay any
reasonable attorney fees, or additional court costs, incurred by the principal
broker in bringing the action, unless the court finds that there was fault on
the part of the principal broker or his or her agent that would make such an
award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. ~uyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline 0 (Date)
(b) Seller Disclosure Deadline 0 (Date)
(c) Evaluation & Inspections Deadline 0 (Date)
(e) Settlement Deadline ________________ (Date)
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: [ ] AM [ ]
PM Mountain Time on _______________ (Date), this offer shall lapse; and the
Brokerage shall return the Earnest Money Deposit to Buyer.
/s/
- ------------------------------------- ----------------------------------------
(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to as
the "Offer Reference Date"
K C Holmes
- --------------------------------------------------------------------------------
(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[ ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. ______
- ------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) Date) (Time)
- --------------------------------------------------------------------------------
(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
- ------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) Date) (Time)
*********************************
DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures.
- ------------------------------------- ----------------------------------------
(Buyer's Signature) (Date) (Buyer's Signature) (Date)
- ------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on
___________________________ (Date) postage prepaid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 1996. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
<PAGE>
REALTOR ADDENDUM NO. 1
TO
REAL ESTATE PURCHASE CONTRACT
Page 1 of 1
THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of September 30, 1999 including all
prior addenda and counteroffers, between The Murdock Group as Buyer, and Buck as
Seller, regarding the Property located at _________________________. The
following terms are hereby incorporated as part of the REPC:
(e) Other; $400,000 to be paid as 266,667 shares in The Murdock Group Career
Satisfaction Corporation.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller [
] Buyer shall have until ________ [ ] AM [ ] PM Mountain Time on _______________
,19 ____ to accept the terms of this ADDENDUM in accordance with the provisions
of Section 23 of the REPC.
Unless so accepted, the offer as set forth in this ADDENDUM shall lapse.
/s/
- ------------------------------------- ----------------------------------------
[X ] Buyer (Date)(Time) [ ] Buyer (Date )(Time)
[ ] Seller Signature [X] Seller Signature
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[X ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [X ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- ------------------------------------- ----------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- ------------------------------------- ----------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Exhibit 10.14
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
EARNEST MONEY RECEIPT
Buyer The Murdock Group Career Satisfaction Corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Earnest Money,
the amount of $ 0 in the form of _____________ which, upon Acceptance of this
offer by all parties (as defined in Section 23), shall be deposited in
accordance with state law.
Received by: on (Date)
Brokerage: Phone Number
OFFER TO PURCHASE
1. PROPERTY: 160 Acres owned by Robert Greenberg also described as: T45, R6W,
USM Section 4; NW1/4City of County of Duchesne State of Utah (the "Property").
1.1 Included Items. Unless excluded herein, this sale includes the following
items if presently attached to the Property: plumbing, heating, air conditioning
fixtures and equipment; ceiling fans; water heater; built-in appliances; light
fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and
door screens; storm doors and windows; window blinds; awnings; installed
television antenna; satellite dishes and system; permanently affixed carpets;
automatic garage door opener and accompanying transmitter(s)'. fencing; and
trees and shrubs. The following items shall also be included in this sale and
conveyed under separate Bill of Sale with warranties as to title: N/A
1.2 Excluded Items. The following items are excluded from this sale: -0- .
1.3 Water Rights. The following water rights are included in this sale: Any that
are attached to the Land, Deed .
1.4 Survey. (Check applicable boxes): A survey map of the Property certified by
a licensed surveyor [ ] WILL [X ] WILL NOT be prepared. The Property corners [ ]
WILL [ ] WILL NOT be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked above will be: [ ]
paid by Buyer [ ] paid by Seller [ ] shared equally by Buyer and Seller [ ]
Other (specify) For additional terms, see attached Survey Addendum if
applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $160,000
2.1 Method of Payment. The Purchase Price will be paid as follows:
$ 0 (a) Earnest Money Deposit. Under certain conditions
------------------------ described in this Contract, THIS DEPOSIT MAY
BECOME TOTALLY NON-REFUNDABLE.
$ 0 (b) New Loan. Buyer agrees to apply for a new loan as
------------------------ provided in Section 2~3. Buyer will apply for
one or more of the following loans:
[ ] CONVENTIONAL [ ] FHA [ ] VA
[ ] OTHER (specify) ____________________________
If an FHAWA loan applies, see attached FHANA Loan
Addendum If the loan is to include any particular
terms, then check below and give details:
[ ] SPECIFIC LOAN TERMS ________________________
$ 0 (c) Loan Assumption (see attached Assumption Addendum
------------------------ if applicable)
$ 0 (d) Seller Financing (see attached Seller Financing
------------------------ Addendum if applicable)
$ 160,000 (e) Other (specify) See Addendum #1
------------------------
$ 0 (f) Balance of Purchase Price in Cash at Settlement
------------------------
$ 160,000 PURCHASE PRICE. Total of lines (a) through (f)
------------------------
<PAGE>
2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [X ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan.
(a) Buyer's duties. No later than the Application Deadline referenced in Section
24(a), Buyer shall apply for the Loan. "Loan Application"occurs only when Buyer
has: (i) completed, signed, and delivered to the lender (the "Lender") the
initial loan application and documentation required by the Lender; and (ii) paid
all loan application fees as required by the Lender. Buyer agrees to diligently
work to obtain the Loan. Buyer will promptly provide the Lender with any
additional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Earnest Money Forfeiture Deadline
referenced in Section 24(d), the Earnest Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Earnest Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property [ ] IS [X
] IS NOT conditioned upon the Property appraising for not less than the Purchase
Price. If the appraisal condition applies and the Property appraises for less
than the Purchase Price, Buyer may cancel this Contract by providing written
notice to Seller no later than three calendar days after Buyer's receipt of
notice of the appraised value. In the event of such cancellation, the Earnest
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Earnest Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). A Settlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to Buyer within: [ ] ___
hours [X ] 1 days after Closing; [ ] Other (specify) .
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
[ ] Seller's Initials [ ] Buyer's Initials
<PAGE>
The Listing Agent, ________________, represents [ ] Seller, [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent
The Selling Agent, ________________, represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Listing Broker, N/A , represents [ ]Seller [ ] Buyer [ ] both Buyer and
Seller as a Limited Agent;
The Selling Broker, ________________, represents [ ] Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Buyer agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by
Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to
environmental problems and building or zoning code violations; and
(e) Other (specify) .
8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes):
[X ] IS [ ] IS NOT conditioned upon Buyer's approval of the content of all the
Seller Disclosures referenced in Section 7;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
[ ] IS [X] IS NOT conditioned upon Buyer's approval of the following tests and
evaluations of the Property: (specify)
If any of the above items are checked in the affirmative, then Sections 8.1,
8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items checked in the
affirmative above are collectively referred to as the "Evaluations &
Inspections." Unless otherwise provided in this Contract, the Evaluations &
Inspections shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Seller agrees to cooperate with the Evaluations &
Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Earnest Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Earnest Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [X ] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [ X] Addendum No. 1 [ ]
Survey Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan Addendum [ ]
Assumption Addendum [ ] Lead-Based Paint Addendum (in some transactions this
addendum is required by law) [ ] Other (specify) .
<PAGE>
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, limited liability company, or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [ ] SHALL [X ] MAY (upon mutual
agreement of the parties) first be submitted to mediation. If the parties agree
to mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Earnest
Money Deposit as liquidated damages, or to return it and sue Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Earnest Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Earnest Money Deposit as
liquidated damages, or may sue Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
<PAGE>
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of litigation or binding
arbitration to enforce this Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees shall not be awarded for
participation in mediation under Section 15.
17.2 In Interpleader Actions. If a principal broker holding the Earnest Money
Deposit is required by law to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize that principal broker to
draw from that Deposit an amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the Deposit remaining after
advancing those costs shall be interpleaded into court. Buyer and Seller further
agree that whichever of them is found to be in default may be ordered to pay any
reasonable attorney fees, or additional court costs, incurred by the principal
broker in bringing the action, unless the court finds that there was fault on
the part of the principal broker or his or her agent that would make such an
award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. ~uyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline 0 (Date)
(b) Seller Disclosure Deadline prior to closing (Date)
(c) Evaluation & Inspections Deadline 0 (Date)
(e) Settlement Deadline October 1st, 1999 (Date)
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: 12:00 [X ]
AM [ ] PM Mountain Time on _______________ (Date), this offer shall lapse; and
the Brokerage shall return the Earnest Money Deposit to Buyer.
/s/ 9/10/99
- ------------------------------------- ----------------------------------------
(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to as
the "Offer Reference Date"
Randy Burnham 5295 South 300 West, Suite 400, SLC
SLC, Utah 801-268-3232
- --------------------------------------------------------------------------------
(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[ ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. ______
- ------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) Date) (Time)
- --------------------------------------------------------------------------------
(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
- ------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) Date) (Time)
*********************************
DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures.
- ------------------------------------- ----------------------------------------
(Buyer's Signature) (Date) (Buyer's Signature) (Date)
- ------------------------------------- ----------------------------------------
(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on
___________________________ (Date) postage prepaid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 19g6. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
<PAGE>
REALTOR ADDENDUM NO. 1
TO
REAL ESTATE PURCHASE CONTRACT
Page 1 of 1
THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of September 10, 1999 including all
prior addenda and counteroffers, between The Murdock Group as Buyer, and Robert
Greenberg as Seller, regarding the Property located at T4S, R6W, USM, Section 4;
NW 1/4 . The following terms are hereby incorporated as part of the REPC:
(e) Other; $160,000 to be paid as 106,667 shares of Class A, Common Voting Stock
in The Murdock Group Career Satisfaction Corporation.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [X ] Seller
[ ] Buyer shall have until 12:00 [X ] AM [ ] PM Mountain Time on October
1st, 1999 (Date) to accept the terms of this ADDENDUM in accordance with the
provisions of Section 23 of the REPC. Unless so accepted, the offer as set forth
in this ADDENDUM shall lapse.
/s/ 9/10/99 10:00 am
- ------------------------------------- ----------------------------------------
[X] Buyer (Date)(Time) [ ] Buyer (Date )(Time)
[ ] Seller Signature [X] Seller Signature
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[ ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- ------------------------------------- ----------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- ------------------------------------- ----------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Exhibit 10.15
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
EARNEST MONEY RECEIPT
Buyer The Murdock Group Career Satisfaction Corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Earnest Money,
the amount of $ 0 in the form of _____________ which, upon Acceptance of this
offer by all parties (as defined in Section 23), shall be deposited in
accordance with state law.
Received by: on (Date)
----------------------- ------------------------------------
Brokerage: Phone Number
-------------------------- -------------------------
OFFER TO PURCHASE
1. PROPERTY: 300 Acres near Fairview also described as: City of
------------------------ --------------
County of State of Utah (the "Property").
- ------------------------- --------------
1.1 Included Items. Unless excluded herein, this sale includes the following
items if presently attached to the Property: plumbing, heating, air conditioning
fixtures and equipment; ceiling fans; water heater; built-in appliances; light
fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and
door screens; storm doors and windows; window blinds; awnings; installed
television antenna; satellite dishes and system; permanently affixed carpets;
automatic garage door opener and accompanying transmitter(s)'. fencing; and
trees and shrubs. The following items shall also be included in this sale and
conveyed under separate Bill of Sale with warranties as to title:
- --------------------------------------------------------------------------------
1.2 Excluded Items. The following items are excluded from this sale:
- --------------------------------------------------------------------------------
1.3 Water Rights. The following water rights are included in this sale: All
historically used with the ground.
1.4 Survey. (Check applicable boxes): A survey map of the Property certified by
a licensed surveyor [ ] WILL [ ] WILL NOT be prepared. The Property corners [ ]
WILL [ ] WILL NOT be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked above will be: [ ]
paid by Buyer [ ] paid by Seller [ ] shared equally by Buyer and Seller [ ]
Other (specify) For additional terms, see attached Survey Addendum if
applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $135,000
2.1 Method of Payment. The Purchase Price will be paid as follows:
$ 0 (a) Earnest Money Deposit. Under certain conditions
- ------------------- described in this Contract, THIS DEPOSIT MAY BECOME
TOTALLY NON-REFUNDABLE.
$ 0 (b) New Loan. Buyer agrees to apply for a new loan as
- ------------------- provided in Section 2~3. Buyer will apply for one
or more of the following loans:
[ ] CONVENTIONAL [ ] FHA [ I VA [ I OTHER
(specify)_________________________________________________
If an FHAWA loan applies, see attached FHANA Loan
Addendum If the loan is to include any particular terms,
then check below and give details: [ ] SPECIFIC LOAN
TERMS ____________________________________________________
$ 0 (c) Loan Assumption (see attached Assumption Addendum
- ------------------- if applicable)
$ 0 (d) Seller Financing (see attached Seller Financing
- ------------------- Addendum if applicable)
$ 73,800 (e) Other (specify) See Addendum #1.
- --------------------
$ 61,200 (f) Balance of Purchase Price in Cash at Settlement,
- --------------------
$ 135,000 PURCHASE PRICE. Total of lines (a) through (f)
- --------------------
1
<PAGE>
2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [X ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan.
(a) Buyer's duties. No later than the Application Deadline referenced in Section
24(a), Buyer shall apply for the Loan. "Loan Application"occurs only when Buyer
has: (i) completed, signed, and delivered to the lender (the "Lender") the
initial loan application and documentation required by the Lender; and (ii) paid
all loan application fees as required by the Lender. Buyer agrees to diligently
work to obtain the Loan. Buyer will promptly provide the Lender with any
additional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Earnest Money Forfeiture Deadline
referenced in Section 24(d), the Earnest Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Earnest Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property [ ] IS [X
] IS NOT conditioned upon the Property appraising for not less than the Purchase
Price. If the appraisal condition applies and the Property appraises for less
than the Purchase Price, Buyer may cancel this Contract by providing written
notice to Seller no later than three calendar days after Buyer's receipt of
notice of the appraised value. In the event of such cancellation, the Earnest
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Earnest Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). A Settlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to Buyer
within: [ ] ___ hours [X ] 2 days after Closing; [ ] Other (specify)
.
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
[ ] Seller's Initials [/s/] Buyer's Initials
The Listing Agent,_______________, represents [ ] Seller, [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent
The Selling Agent, _______________, represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Listing Broker, 0 , represents [ ]Seller [ ] Buyer [ ] both
-----------------
Buyer and Seller as a Limited Agent;
The Selling Broker, _______________, represents [ ] Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Buyer agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by
Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to
environmental problems and building or zoning code violations; and
(e) Other (specify)___________________ .
8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes):
[ ] IS [ ] IS NOT conditioned upon Buyer's approval of the content of all the
Seller Disclosures referenced in Section 7;
[ ] IS [ ] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
[ ] IS [ ] IS NOT conditioned upon Buyer's approval of the following tests and
evaluations of the Property: (specify)
If any of the above items are checked in the affirmative, then Sections 8.1,
8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items checked in the
affirmative above are collectively referred to as the "Evaluations &
Inspections." Unless otherwise provided in this Contract, the Evaluations &
Inspections shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Seller agrees to cooperate with the Evaluations &
Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Earnest Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Earnest Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [ X] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [X ] Addendum No. 1 [ ]
Survey Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan Addendum [ ]
Assumption Addendum [ ] Lead-Based Paint Addendum (in some transactions this
addendum is required by law) [ ] Other (specify)____________.
3
<PAGE>
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, limited liability company, or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [ ] SHALL [X ] MAY (upon mutual
agreement of the parties) first be submitted to mediation. If the parties agree
to mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Earnest
Money Deposit as liquidated damages, or to return it and sue Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Earnest Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Earnest Money Deposit as
liquidated damages, or may sue Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
4
<PAGE>
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of litigation or binding
arbitration to enforce this Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees shall not be awarded for
participation in mediation under Section 15.
17.2 In Interpleader Actions. If a principal broker holding the Earnest Money
Deposit is required by law to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize that principal broker to
draw from that Deposit an amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the Deposit remaining after
advancing those costs shall be interpleaded into court. Buyer and Seller further
agree that whichever of them is found to be in default may be ordered to pay any
reasonable attorney fees, or additional court costs, incurred by the principal
broker in bringing the action, unless the court finds that there was fault on
the part of the principal broker or his or her agent that would make such an
award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. Buyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline 0 (Date)
(b) Seller Disclosure Deadline 0 (Date)
(c) Evaluation & Inspections Deadline 0 (Date)
(e) Settlement Deadline 1-17-2000 (Date)
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property
on the above terms and conditions. If Seller does not accept this offer by: 5:00
[ ] AM [ X] PM Mountain Time on December 21, 1999 (Date), this offer shall
lapse; and the Brokerage shall return the Earnest Money Deposit to Buyer.
/s/ 1/10/2000
- --------------------------------- -----------------------------------------
(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to as the
"Offer Reference Date"
- --------------------------------------------------------------------------------
(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
5
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[ ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing
offer on the terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO.
-----------.
- ------------------------------------- ------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
- --------------------------------------------------------------------------------
(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
*********************************
DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures.
- ------------------------------------- ------------------------------------
(Buyer's Signature) (Date) (Signature) (Date)
- ------------------------------------- ------------------------------------
(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on______________ (Date)
postage prepaid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 19g6. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
<PAGE>
REALTOR ADDENDUM NO. 1
TO
REAL ESTATE PURCHASE CONTRACT Page1 of 1
THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE
CONTRACT (the "REPC") with an Offer Reference Date of 1-10-2000 including all
prior addenda and counteroffers, between The Murdock Group as Buyer, and TDB,
LLC as Seller, regarding the Property located at 300 Acres near Fairview . The
following terms are hereby incorporated as part of the REPC:
- --------------------------------------- ---------------------------------------
(e) Other; $73,800 to be paid as 49,200 shares of Class A Common Vote
Stock (144).
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller [
] Buyer shall have until _______ [ ] AM [ ] PM Mountain Time on (Date) to accept
the terms of this ADDENDUM in accordance with the provisions of Section 23 of
the REPC. Unless so accepted, the offer as set forth in this ADDENDUM shall
lapse.
/s/ 1/10/2000 4:30
- --------------------------------------- -------------------------------------
[X]Buyer []Seller Signature(Date)(Time) []Buyer []Seller Signature(Date(Time)
ACCEPTANCE COUNTEROFFER REJ ECTION
CHECK ONE:
[ ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Exhibit 10.16
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
EARNEST MONEY RECEIPT
Buyer The Murdock Group offers to purchase the Property described below and
hereby delivers to the Brokerage, as Earnest Money, the amount of $ 1,000.00 in
the form of check which, upon Acceptance of this offer by all parties (as
defined in Section 23), shall be deposited in accordance with state law.
Received by: Todd Telford on 7/9/99 (Date) Brokerage: Prudential Phone Number
264-9011 .
OFFER TO PURCHASE
1. PROPERTY: Lamont Christensen's 1800 Acres in San Pete County also described
as: _____________________ City of _______________________ County of San Pete,
State of Utah (the "Property").
1.1 Included Items. Unless excluded herein, this sale includes the following
items if presently attached to the Property: plumbing, heating, air conditioning
fixtures and equipment; ceiling fans; water heater; built-in appliances; light
fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and
door screens; storm doors and windows; window blinds; awnings; installed
television antenna; satellite dishes and system; permanently affixed carpets;
automatic garage door opener and accompanying transmitter(s)'. fencing; and
trees and shrubs. The following items shall also be included in this sale and
conveyed under separate Bill of Sale with warranties as to title:
- --------------------------------------------------------------------------------
1.2 Excluded Items. The following items are excluded from this sale:
1.3 Water Rights. The following water rights are included in this sale: Any
applicable .
1.4 Survey. (Check applicable boxes): A survey map of the Property certified by
a licensed surveyor [X ] WILL [ ] WILL NOT be prepared. The Property corners
[X] WILL [ ] WILL NOT be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked above will be: [ ]
paid by Buyer [X ] paid by Seller [ ] shared equally by Buyer and Seller [ ]
Other (specify) For additional terms, see attached Survey Addendum if
applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $1,080,000
2.1 Method of Payment. The Purchase Price will be paid as follows:
$ 1,000 (a) Earnest Money Deposit. Under certain conditions
-------------------- described in this Contract, THIS DEPOSIT MAY BECOME
TOTALLY NON-REFUNDABLE.
$ N/A (b) New Loan. Buyer agrees to apply for a new loan as
-------------------- provided in Section 2~3. Buyer will apply for one or
more of the following loans: [ ] CONVENTIONAL [ ]
FHA [ I VA [ I OTHER (specify)_______________________
If an FHAWA loan applies, see attached FHANA Loan
Addendum If the loan is to include any particular
terms, then check below and give details:
[ ] SPECIFIC LOAN TERMS _____________________________
$ N/A (c) Loan Assumption (see attached Assumption Addendum
-------------------- if applicable)
$ N/A (d) Seller Financing (see attached Seller Financing
-------------------- Addendum if applicable)
$ See Addendum (e) Other (specify) See Addendum #1 .
--------------------
$ N/A (f) Balance of Purchase Price in Cash at Settlement,
--------------------
$ 1,079,000 PURCHASE PRICE. Total of lines (a) through (f)
--------------------
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2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [X ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan.
(a) Buyer's duties. No later than the Application Deadline referenced in Section
24(a), Buyer shall apply for the Loan. "Loan Application"occurs only when Buyer
has: (i) completed, signed, and delivered to the lender (the "Lender") the
initial loan application and documentation required by the Lender; and (ii) paid
all loan application fees as required by the Lender. Buyer agrees to diligently
work to obtain the Loan. Buyer will promptly provide the Lender with any
additional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Earnest Money Forfeiture Deadline
referenced in Section 24(d), the Earnest Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Earnest Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property [ ] IS [X
] IS NOT conditioned upon the Property appraising for not less than the Purchase
Price. If the appraisal condition applies and the Property appraises for less
than the Purchase Price, Buyer may cancel this Contract by providing written
notice to Seller no later than three calendar days after Buyer's receipt of
notice of the appraised value. In the event of such cancellation, the Earnest
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Earnest Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). A Settlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to Buyer within: [X ] 1
hours [ ] days after Closing; [ ] Other (specify) .
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
[ ] Seller's Initials [/s/] Buyer's Initials
The Listing Agent, Nancy May, represents [ ] Seller, [ ] Buyer [ ] both Buyer
and Seller as a Limited Agent
2
<PAGE>
The Selling Agent, Todd Telford , represents [ ]Seller [ ] Buyer [ ] both Buyer
and Seller as a Limited Agent;
The Listing Broker, Bill Telford , represents [ ]Seller [ ] Buyer [ ] both Buyer
and Seller as a Limited Agent;
The Selling Broker, Bill Telford , represents [ ] Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Buyer agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by
Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to
environmental problems and building or zoning code violations; and
(e) Other (specify) ___________________________.
8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes):
[X ] IS [ ] IS NOT conditioned upon Buyer's approval of the content of all the
Seller Disclosures referenced in Section 7;
[X ] IS [ ] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
[X ] IS [ ] IS NOT conditioned upon Buyer's approval of the following tests and
evaluations of the Property: (specify)
If any of the above items are checked in the affirmative, then Sections 8.1,
8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items checked in the
affirmative above are collectively referred to as the "Evaluations &
Inspections." Unless otherwise provided in this Contract, the Evaluations &
Inspections shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Seller agrees to cooperate with the Evaluations &
Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Earnest Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Earnest Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [ X] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [X ] Addendum No. 1 [ ]
Survey Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan Addendum [ ]
Assumption Addendum [ ] Lead-Based Paint Addendum (in some transactions this
addendum is required by law) [ ] Other (specify) .
3
<PAGE>
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, limited liability company, or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [X ] SHALL [ ] MAY (upon mutual
agreement of the parties) first be submitted to mediation. If the parties agree
to mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Earnest
Money Deposit as liquidated damages, or to return it and sue Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Earnest Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Earnest Money Deposit as
liquidated damages, or may sue Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
4
<PAGE>
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of litigation or binding
arbitration to enforce this Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees shall not be awarded for
participation in mediation under Section 15.
17.2 In Interpleader Actions. If a principal broker holding the Earnest Money
Deposit is required by law to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize that principal broker to
draw from that Deposit an amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the Deposit remaining after
advancing those costs shall be interpleaded into court. Buyer and Seller further
agree that whichever of them is found to be in default may be ordered to pay any
reasonable attorney fees, or additional court costs, incurred by the principal
broker in bringing the action, unless the court finds that there was fault on
the part of the principal broker or his or her agent that would make such an
award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. Buyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline N/A (Date)
(b) Seller Disclosure Deadline N/A (Date)
(c) Evaluation & Inspections Deadline N/A (Date)
(e) Settlement Deadline (on or before) August 9, 1999 (Date)
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: 10:00 [ ]
AM [ X] PM Mountain Time on July 16, 1999 (Date), this offer shall lapse; and
the Brokerage shall return the Earnest Money Deposit to Buyer.
/s/ 7-9-99 __________________________________________
(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to as the
"Offer Reference Date"
- --------------------------------------------------------------------------------
(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
5
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[ ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. .
- --------------------------------------- --------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
- --------------------------------------------------------------------------------
(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
*********************************
DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures.
- --------------------------------------- --------------------------------------
(Buyer's Signature) (Date) (Signature) (Date)
- --------------------------------------- --------------------------------------
(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on
___________________________ (Date) postage prepaid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 19g6. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
6
<PAGE>
REALTOR ADDENDUM NO. 1
TO
REAL ESTATE PURCHASE CONTRACT Page 1 of 1
THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of July including all prior addenda
and counteroffers, between The Murdock Group as Buyer, and Lamont Christensen as
Seller, regarding the Property located at 1800 Acres in San Pete County. The
following terms are hereby incorporated as part of the REPC:
- --------------------------------------- ---------------------------------------
1. Buyer to pay Seller 10% cash at closing.
2. Buyer to pay seller 648,000 shares of stock in The Murdock Group Careet
Satisfaction Corp. valued at $1.50 per share.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [X ] Seller
[ ] Buyer shall have until 10:00
[ ] AM [X ] PM Mountain Time on July 16, 1999 (Date) to accept the terms of this
ADDENDUM in accordance with the provisions of Section 23 of the REPC. Unless so
accepted, the offer as set forth in this ADDENDUM shall lapse.
/s/ for TMG
- --------------------------------------- --------------------------------------
[X]Buyer[]Seller Signature (Date)(Time) []Buyer[]Seller Signature(Date )(Time)
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[ ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
7
<PAGE>
REALTOR ADDENDUM NO. 2
TO
REAL ESTATE PURCHASE CONTRACT Page 1 of 1
THISIS AN [ ] ADDENDUM [X ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of 7/9/99 including all prior addenda
and counteroffers, between The Murdock Group as Buyer, and Lamont Christensen as
Seller, regarding the Property located at 1800 Acres in San Pete County . The
following terms are hereby incorporated as part of the REPC:
- --------------------------------------- ---------------------------------------
1. Sales price to be $1,188,000.
2. Down payment to be 25%.
3. Contingent on review of financial statements and agreeable terms on stock
potential, to be negotiated by 8/25/99.
4. Closing to be 9/3/99.
5. Response time for seller to be 8/19/99.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller
[X ] Buyer shall have until 9:00
[ ] AM [X ] PM Mountain Time on 8/20/99 (Date) to accept the terms of this
ADDENDUM in accordance with the provisions of Section 23 of the REPC. Unless so
accepted, the offer as set forth in this ADDENDUM shall lapse.
/s/
- --------------------------------------- --------------------------------------
[]Buyer[X]Seller Signature (Date)(Time) []Buyer[]Seller Signature(Date )(Time)
ACCEPTANCE COUNTEROFFER REJ ECTION
CHECK ONE:
[ ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[X ] COUNTEROFFER: [ ] Seller [X ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. 3 .
/s/
- --------------------------------------- --------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
8
<PAGE>
REALTOR ADDENDUM NO. 4
TO
REAL ESTATE PURCHASE CONTRACT Page 1 of 1
THISIS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of 8/19/99 including all prior addenda
and counteroffers, between The Murdock Group as Buyer, and Lamont Christensen as
Seller, regarding the Property located at 1800 Acres in San Pete County. The
following terms are hereby incorporated as part of the REPC:
- --------------------------------------- --------------------------------------
1. Closing date to be September 17, 1999.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller
[] Buyer shall have until ,
[ ] AM [ ] PM Mountain Time on (Date) to accept the terms of this ADDENDUM in
accordance with the provisions of Section 23 of the REPC. Unless so accepted,
the offer as set forth in this ADDENDUM shall lapse.
/s/ 9/3/99 5:00 pm
- --------------------------------------- --------------------------------------
[]Buyer[X]Seller Signature (Date)(Time) []Buyer[]Seller Signature(Date )(Time)
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[X ] ACCEPTANCE: [ ] Seller [X ] Buyer hereby accepts the terms of this
ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
/s/ 9/7/99 2:30 p.m.
- --------------------------------------- --------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
9
<PAGE>
REALTOR ADDENDUM NO. ____
TO
REAL ESTATE PURCHASE CONTRACT Page 1 of 1
THISIS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of July including all prior addenda
and counteroffers, between The Murdock Group as Buyer, and Lamont Christensen as
Seller, regarding the Property located at Lamont Christensen's property in
San Pete County . The following terms are hereby incorporated as part of the
REPC:
- --------------------------------------- --------------------------------------
1. The Murdock Group is purchasing 1527 acres, approximately.
2. Purchase Price to be $1,007,820.
3. Buyer shall post $201,564 down as cash.
4. Buyer shall give Lamont Christensen 537,504 shares of stock in The
Murdock Group valued at $1.50 per share.
5. Closing to be on or before October 10th, 1999.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller
[] Buyer shall have until _______
[ ] AM [ ] PM Mountain Time on (Date) to accept the terms of this ADDENDUM in
accordance with the provisions of Section 23 of the REPC. Unless so accepted,
the offer as set forth in this ADDENDUM shall lapse.
/s/ 9/24/99 3:15 pm
- --------------------------------------- --------------------------------------
[X]Buyer[]Seller Signature (Date)(Time) []Buyer[]Seller Signature(Date )(Time)
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[ ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
10
<PAGE>
REALTOR ADDENDUM NO. _____
TO
REAL ESTATE PURCHASE CONTRACT Page 1 of 1
THISIS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of 7/9/99 including all prior addenda
and counteroffers, between The Murdock Group as Buyer, and Lamont Christensen as
Seller, regarding the Property located at Property referenced in San Pete
County owned by Lamont Christensen. The following terms are hereby incorporated
as part of the REPC:
- --------------------------------------- ---------------------------------------
1. The Murdock Group agrees to pay Prudentail Realty Associates $39,000
commission. $23,000 of commission will be paid in cash at closing and the other
shall be paid in stock. Remaining stock shall total $16,000.
/s/
/s/
10/21/99
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller
[] Buyer shall have until , [ ] AM [ ] PM Mountain Time on (Date) to accept the
terms of this ADDENDUM in accordance with the provisions of Section 23 of the
REPC. Unless so accepted, the offer as set forth in this ADDENDUM shall lapse.
/s/ 10/22/99 12:00
- --------------------------------------- --------------------------------------
[X]Buyer[]Seller Signature (Date)(Time) []Buyer[]Seller Signature(Date )(Time)
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[ ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
11
<PAGE>
REALTOR ADDENDUM NO. _____
TO
REAL ESTATE PURCHASE CONTRACT Page 1 of 1
THISIS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of 7/9/99 including all prior addenda
and counteroffers, between The Murdock Group as Buyer, and Lamont Christensen as
Seller, regarding the Property located at Property referenced in San Pete
County owned by Lamont Christensen. The following terms are herebyincorporated
as part of the REPC:
- --------------------------------------- --------------------------------------
Final Terms:
1. 1227 Acres for a total purchase price of $552,150.
2. Down payment from Murdock will be $250,000.
3. Balance paid as; 201,433 shares of stock in "The Murdock Group"
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller
[] Buyer shall have until , [ ] AM [ ] PM Mountain Time on (Date) to accept the
terms of this ADDENDUM in accordance with the provisions of Section 23 of the
REPC. Unless so accepted, the offer as set forth in this ADDENDUM shall lapse.
/s/
- --------------------------------------- --------------------------------------
[X]Buyer[]Seller Signature (Date)(Time) []Buyer[]Seller Signature(Date )(Time)
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[ ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Exhibit 10.17
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
EARNEST MONEY RECEIPT
Buyer The Murdock Group Career Satisfaction Corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Earnest Money,
the amount of $ 0 in the form of 0 which, upon Acceptance of this offer by all
parties (as defined in Section 23), shall be deposited in accordance with state
law.
Received by: 0 on October 28, 1999 (Date)
-------------------------------- ------------------------
Brokerage: Phone Number
---------------------------------- --------------------
OFFER TO PURCHASE
1. PROPERTY: Approximately 7 Acres near Woodland, Utah also described as:
Woodland Estates Plat A, Lot #3 & Portion of #4 City of Woodland County of
Wasatch State of Utah (the "Property").
1.1 Included Items. Unless excluded herein, this sale includes the following
items if presently attached to the Property: plumbing, heating, air conditioning
fixtures and equipment; ceiling fans; water heater; built-in appliances; light
fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and
door screens; storm doors and windows; window blinds; awnings; installed
television antenna; satellite dishes and system; permanently affixed carpets;
automatic garage door opener and accompanying transmitter(s)'. fencing; and
trees and shrubs. The following items shall also be included in this sale and
conveyed under separate Bill of Sale with warranties as to title:
- --------------------------------------------------------------------------------
1.2 Excluded Items. The following items are excluded from this sale: None
1.3 Water Rights. The following water rights are included in this sale: all
associated water shares or rights to water in connection to the ground (see
Addendum #1)
1.4 Survey. (Check applicable boxes): A survey map of the Property certified by
a licensed surveyor [ ] WILL [X] WILL NOT be prepared. The Property corners [ ]
WILL [ X] WILL NOT be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked above will be: [ ]
paid by Buyer [ ] paid by Seller [ ] shared equally by Buyer and Seller [ ]
Other (specify) For additional terms, see attached Survey Addendum if
applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $225,000.00
2.1 Method of Payment. The Purchase Price will be paid as follows:
$ 0 (a) Earnest Money Deposit. Under certain conditions
------------------- described in this Contract, THIS DEPOSIT MAY BECOME
TOTALLY NON-REFUNDABLE.
$ 0 (b) New Loan. Buyer agrees to apply for a new loan as
------------------- provided in Section 2~3.Buyer will apply for one or more
of the following loans: [ ] CONVENTIONAL [ ] FHA
[ I VA [ I OTHER (specify)______________________________
If an FHAWA loan applies, see attached FHANA Loan
Addendum If the loan is to include any particular
terms, then check below and give details: [ ] SPECIFIC
LOAN TERMS_______________________________________________
$ 0 (c) Loan Assumption (see attached Assumption Addendum if
------------------- applicable)
$ 0 (d) Seller Financing (see attached Seller Financing
------------------- Addendum if applicable)
$ 191,250 (e) Other (specify) See Addendum #1
-------------------
$ 33,750 (f) Balance of Purchase Price in Cash at Settlement
-------------------
$ 225,000 PURCHASE PRICE. Total of lines (a) through (f)
-------------------
1
<PAGE>
2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [X ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan.
(a) Buyer's duties. No later than the Application Deadline referenced in Section
24(a), Buyer shall apply for the Loan. "Loan Application"occurs only when Buyer
has: (i) completed, signed, and delivered to the lender (the "Lender") the
initial loan application and documentation required by the Lender; and (ii) paid
all loan application fees as required by the Lender. Buyer agrees to diligently
work to obtain the Loan. Buyer will promptly provide the Lender with any
additional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Earnest Money Forfeiture Deadline
referenced in Section 24(d), the Earnest Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Earnest Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property [ ] IS
[X] IS NOT conditioned upon the Property appraising for not less than the
Purchase Price. If the appraisal condition applies and the Property appraises
for less than the Purchase Price, Buyer may cancel this Contract by providing
written notice to Seller no later than three calendar days after Buyer's receipt
of notice of the appraised value. In the event of such cancellation, the Earnest
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Earnest Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). A Settlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to Buyer within: [ ] ___
hours [X ] 1 days after Closing;
[ ] Other (specify) _________________________________________________________
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
[ ] Seller's Initials [ ] Buyer's Initials
2
<PAGE>
The Listing Agent, ________________, represents [ ] Seller, [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent
The Selling Agent, ________________, represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Listing Broker, ________________,represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Selling Broker, ________________, represents [ ] Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Seller agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by
Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to
environmental problems and building or zoning code violations; and
(e) Other (specify)_____________________________________________________________
8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes):
[X ] IS [ ] IS NOT conditioned upon Buyer's approval of the content of all the
Seller Disclosures referenced in Section 7;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of the following tests and
evaluations of the Property: (specify)
If any of the above items are checked in the affirmative, then Sections 8.1,
8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items checked in the
affirmative above are collectively referred to as the "Evaluations &
Inspections." Unless otherwise provided in this Contract, the Evaluations &
Inspections shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Seller agrees to cooperate with the Evaluations &
Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Earnest Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Earnest Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [X ] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [ X] Addendum No. 1 [ ]
Survey ---------------- Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan
Addendum [ ] Assumption Addendum [ ] Lead-Based Paint Addendum (in some
transactions this addendum is required by law) [ ] Other (specify)
____________________________.
3
<PAGE>
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, limited liability company, or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [ ] SHALL [X ] MAY (upon mutual
agreement of the parties) first be submitted to mediation. If the parties agree
to mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Earnest
Money Deposit as liquidated damages, or to return it and sue Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Earnest Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Earnest Money Deposit as
liquidated damages, or may sue Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
4
<PAGE>
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of litigation or binding
arbitration to enforce this Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees shall not be awarded for
participation in mediation under Section 15.
17.2 In Interpleader Actions. If a principal broker holding the Earnest Money
Deposit is required by law to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize that principal broker to
draw from that Deposit an amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the Deposit remaining after
advancing those costs shall be interpleaded into court. Buyer and Seller further
agree that whichever of them is found to be in default may be ordered to pay any
reasonable attorney fees, or additional court costs, incurred by the principal
broker in bringing the action, unless the court finds that there was fault on
the part of the principal broker or his or her agent that would make such an
award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. ~uyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline 0 (Date)
---------------------------
(b) Seller Disclosure Deadline before closing (Date)
---------------------------
(c) Evaluation & Inspections Deadline 0 (Date)
---------------------------
(e) Settlement Deadline November 18, 1999 (Date)
---------------------------
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: 12:00 [ ]
AM [ X] PM Mountain Time on August 25, 1999 (Date), this offer shall lapse; and
the Brokerage shall return the Earnest Money Deposit to Buyer.
/s/ 8/16/99
- --------------------------------------- ---------------------------------------
(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to as the
"Offer Reference Date"
- --------------------------------------------------------------------------------
(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
5
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[ ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. ______
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
- --------------------------------------------------------------------------------
(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
*********************************
DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures.
- --------------------------------------------------------------------------------
(Buyer's Signature) (Date) (Buyer's Signature) (Date)
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on
___________________________ (Date) postage prepaid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 19g6. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
6
<PAGE>
REALTOR ADDENDUM NO. 1
TO
REAL ESTATE PURCHASE CONTRACT Page 1 of 1
THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of October 28, 1999 including all
prior addenda and counteroffers, between The Murdock Group as Buyer, and Randy
Butters as Seller, regarding the Property located at Woodland, Utah. The
following terms are hereby incorporated as part of the REPC:
_______________________________________ _______________________________________
(e) Other: $191,250 to be paid as 127,500 shares of Class A Common Voting Stock
in The Murdock Group Career Satisfaction Corp.
Buyer: To purchase 2 acre feet water at $4,000.00 each.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller
[ ] Buyer shall have until ________ [ ] AM [ ] PM Mountain Time on _____________
,19 ____ to accept the terms of this ADDENDUM in accordance with the provisions
of Section 23 of the REPC. Unless so accepted, the offer as set forth in this
ADDENDUM shall lapse.
/s/ 10/28/99
- -------------------------------------- ---------------------------------------
[X]Buyer[]Seller Signature (Date)(Time) []Buyer[]Seller Signature (Date )(Time)
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[ ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Exhibit 10.18
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
EARNEST MONEY RECEIPT
Buyer The Murdock Group Career Satisfaction Corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Earnest Money,
the amount of $ 0 in the form of _____________ which, upon Acceptance of this
offer by all parties (as defined in Section 23), shall be deposited in
accordance with state law.
Received by: on October 28, 1999 (Date)
------------------------------ ----------------------------------
Brokerage: Phone Number
--------------------------- --------------------------
OFFER TO PURCHASE
1. PROPERTY: +/- 120 Acres also described as:______________City of Francis
County of Summit State of Utah (the "Property").
1.1 Included Items. Unless excluded herein, this sale includes the following
items if presently attached to the Property: plumbing, heating, air conditioning
fixtures and equipment; ceiling fans; water heater; built-in appliances; light
fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and
door screens; storm doors and windows; window blinds; awnings; installed
television antenna; satellite dishes and system; permanently affixed carpets;
automatic garage door opener and accompanying transmitter(s)'. fencing; and
trees and shrubs. The following items shall also be included in this sale and
conveyed under separate Bill of Sale with warranties as to title:
- --------------------------------------------------------------------------------
1.2 Excluded Items. The following items are excluded from this sale:
1.3 Water Rights. The following water rights are included in this sale: All
associated shares or right to water.
1.4 Survey. (Check applicable boxes): A survey map of the Property certified by
a licensed surveyor [ ] WILL [X ] WILL NOT be prepared. The Property corners [ ]
WILL [ ] WILL NOT be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked above will be: [ ]
paid by Buyer [X ] paid by Seller [ ] shared equally by Buyer and Seller [ ]
Other (specify) For additional terms, see attached Survey Addendum if
applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $480,000
2.1 Method of Payment. The Purchase Price will be paid as follows:
$ 0 (a) Earnest Money Deposit. Under certain conditions described
-------------- in this Contract, THIS DEPOSIT MAY BECOME TOTALLY
NON-REFUNDABLE.
$ 0 (b) New Loan. Buyer agrees to apply for a new loan as provided
-------------- in Section 2~3. Buyer will apply for one or more of the
following loans: [ ] CONVENTIONAL [ ] FHA [ I VA [ I OTHER
(specify)____________________________________________________
If an FHAWA loan applies, see attached FHANA Loan Addendum If
the loan is to include any particular terms, then check below
and give details: [ ] SPECIFIC LOAN TERMS ____________________
$ 0 (c) Loan Assumption (see attached Assumption Addendum if
-------------- applicable)
$ 0 (d) Seller Financing (see attached Seller Financing Addendum
-------------- if applicable)
$ 408,000 (e) Other (specify) Refer to Addendum #1
--------------
$ 72,000 (f) Balance of Purchase Price in Cash at Settlement
--------------
$ 480,000 PURCHASE PRICE. Total of lines (a) through (f)
--------------
1
<PAGE>
2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [X ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan.
(a) Buyer's duties. No later than the Application Deadline referenced in Section
24(a), Buyer shall apply for the Loan. "Loan Application"occurs only when Buyer
has: (i) completed, signed, and delivered to the lender (the "Lender") the
initial loan application and documentation required by the Lender; and (ii) paid
all loan application fees as required by the Lender. Buyer agrees to diligently
work to obtain the Loan. Buyer will promptly provide the Lender with any
additional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Earnest Money Forfeiture Deadline
referenced in Section 24(d), the Earnest Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Earnest Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property [ ] IS
[X] IS NOT conditioned upon the Property appraising for not less than the
Purchase Price. If the appraisal condition applies and the Property appraises
for less than the Purchase Price, Buyer may cancel this Contract by providing
written notice to Seller no later than three calendar days after Buyer's receipt
of notice of the appraised value. In the event of such cancellation, the Earnest
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Earnest Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). A Settlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to Buyer within: [ ] ___
hours [X ] 1 days after Closing;
[ ] Other (specify)
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
[ ] Seller's Initials [ ] Buyer's Initials
2
<PAGE>
The Listing Agent, ________________, represents [ ] Seller, [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent
The Selling Agent, ________________, represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Listing Broker, ________________, represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Selling Broker, ________________, represents [ ] Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Seller agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by
Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to
environmental problems and building or zoning code violations; and
(e) Other (specify) See Addendum #2.
8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes):
[X ] IS [ ] IS NOT conditioned upon Buyer's approval of the content of all the
Seller Disclosures referenced in Section 7;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of the following tests and
evaluations of the Property: (specify)
If any of the above items are checked in the affirmative, then Sections 8.1,
8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items checked in the
affirmative above are collectively referred to as the "Evaluations &
Inspections." Unless otherwise provided in this Contract, the Evaluations &
Inspections shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Seller agrees to cooperate with the Evaluations &
Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Earnest Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Earnest Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [X ] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [ X] Addendum No. 1 & 2
[] Survey Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan Addendum [ ]
Assumption Addendum [ ] Lead-Based Paint Addendum (in some transactions this
addendum is required by law) [X ] Other (specify) See attached "Agreement to
Consult & Develop".
3
<PAGE>
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, limited liability company, or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [ ] SHALL [X ] MAY (upon mutual
agreement of the parties) first be submitted to mediation. If the parties agree
to mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Earnest
Money Deposit as liquidated damages, or to return it and sue Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Earnest Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Earnest Money Deposit as
liquidated damages, or may sue Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
4
<PAGE>
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of litigation or binding
arbitration to enforce this Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees shall not be awarded for
participation in mediation under Section 15.
17.2 In Interpleader Actions. If a principal broker holding the Earnest Money
Deposit is required by law to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize that principal broker to
draw from that Deposit an amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the Deposit remaining after
advancing those costs shall be interpleaded into court. Buyer and Seller further
agree that whichever of them is found to be in default may be ordered to pay any
reasonable attorney fees, or additional court costs, incurred by the principal
broker in bringing the action, unless the court finds that there was fault on
the part of the principal broker or his or her agent that would make such an
award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. ~uyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline 0 (Date)
---------------------------
(b) Seller Disclosure Deadline (Date)
---------------------------
(c) Evaluation & Inspections Deadline (Date)
---------------------------
(e) Settlement Deadline November 15, 1998 (Date)
----------------------------
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: 12:00 [X ]
AM [ ] PM Mountain Time on September 10, 1999 (Date), this offer shall lapse;
and the Brokerage shall return the Earnest Money Deposit to Buyer.
/s/
- -------------------------------------- ---------------------------------------
(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to as the
"Offer Reference Date"
- --------------------------------------------------------------------------------
(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
5
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[ ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. ______
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
- --------------------------------------------------------------------------------
(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
*********************************
DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures.
- --------------------------------------------------------------------------------
(Buyer's Signature) (Date) (Buyer's Signature) (Date)
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on
___________________________ (Date) postage prepaid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 19g6. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
6
<PAGE>
REALTOR ADDENDUM NO. 1
TO
REAL ESTATE PURCHASE CONTRACT Page 1 of 1
THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of October 28, 1998 including all
prior addenda and counteroffers, between The Murdock Group as Buyer, and Randy
Butters as Seller, regarding the Property located at 120 Acres near Francis,
Utah. The following terms are hereby incorporated as part of the REPC:
- --------------------------------------- ---------------------------------------
Other (e); $408,000 to be paid as 272,000 shares of Class A Common Voting Stock
in The Murdock Group Career Satisfaction Corporation at $1.50 a share.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller
[ ] Buyer shall have until ________ [ ] AM [ ] PM Mountain Time on _____________
,19 ____ to accept the terms of this ADDENDUM in accordance with the provisions
of Section 23 of the REPC. Unless so accepted, the offer as set forth in this
ADDENDUM shall lapse.
/s/
- --------------------------------------- ---------------------------------------
[]Buyer []Seller Signature (Date)(Time) []Buyer[]Seller Signature (Date )(Time)
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[ ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
7
<PAGE>
REALTOR ADDENDUM NO. 2
TO
REAL ESTATE PURCHASE CONTRACT Page 1 of 1
THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of October 28, 1998 including all
prior addenda and counteroffers, between The Murdock Group as Buyer, and Randy
Butters as Seller, regarding the Property located at 120 Acres near Francis,
Utah. The following terms are hereby incorporated as part of the REPC:
- --------------------------------------- ---------------------------------------
Copy of 1) Survey and Engineering work to date; 2) Right-of-Way Agreements; 3)
Water associated to ground; 4) Contracts with development partners and
neighboring landowners; 5) City and County applications for zoning or
development.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller
[ ] Buyer shall have until [ AM [ ] PM Mountain Time on ________________,1999
to accept the terms of this ADDENDUM in accordance with the provisions of
Section 23 of the REPC. Unless so accepted, the offer as set forth in this
ADDENDUM shall lapse.
/s/
- -------------------------------------- ---------------------------------------
[]Buyer[]Seller Signature (Date)(Time) []Buyer[]Seller Signature (Date )(Time)
ACCEPTANCE COUNTEROFFER REJ ECTION
CHECK ONE:
[X ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this
ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
/s/
- -------------------------------------- ---------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Exhibit 10.19
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
EARNEST MONEY RECEIPT
Buyer The Murdock Group Career Satisfaction Corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Earnest Money,
the amount of $ 0 in the form of N/A _____________ which, upon Acceptance of
this offer by all parties (as defined in Section 23), shall be deposited in
accordance with state law.
Received by: on (Date)
--------------------------- -------------------------------
Brokerage: Prudential Realty Associates Phone Number 800-925-6102
---------------------------- ------------
OFFER TO PURCHASE
1. PROPERTY: Buildings and one modular home and one mobile home also described
as: 7443 South 2400 East City of Spanish Fork County of Utah State of Utah
(the "Property").
1.1 Included Items. Unless excluded herein, this sale includes the following
items if presently attached to the Property: plumbing, heating, air conditioning
fixtures and equipment; ceiling fans; water heater; built-in appliances; light
fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and
door screens; storm doors and windows; window blinds; awnings; installed
television antenna; satellite dishes and system; permanently affixed carpets;
automatic garage door opener and accompanying transmitter(s)'. fencing; and
trees and shrubs. The following items shall also be included in this sale and
conveyed under separate Bill of Sale with warranties as to title: Satellite Dish
and system is excluded
1.2 Excluded Items. The following items are excluded from this sale: Satellite
Dish and system components. Horse panels, washer and dryer, refridgerator,
microwave and freezer.
1.3 Water Rights. The following water rights are included in this sale: None.
1.4 Survey. (Check applicable boxes): A survey map of the Property certified by
a licensed surveyor [ ] WILL [X ] WILL NOT be prepared. The Property corners [ ]
WILL [ ] WILL NOT be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked above will be: [ ]
paid by Buyer [ ] paid by Seller [ ] shared equally by Buyer and Seller [ ]
Other (specify) For additional terms, see attached Survey Addendum if
applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $310,000
2.1 Method of Payment. The Purchase Price will be paid as follows:
$ 0 (a) Earnest Money Deposit. Under certain conditions
-------------------- described in this Contract, THIS DEPOSIT MAY BECOME
TOTALLY NON-REFUNDABLE.
$ n/a (b) New Loan. Buyer agrees to apply for a new loan as
-------------------- provided in Section 2~3. Buyer will apply for one or
more of the following loans: [ ] CONVENTIONAL [ ] FHA
[ I VA [ I OTHER (specify) ____________________________
If an FHAWA loan applies, see attached FHANA Loan
Addendum If the loan is to include any particular terms,
then check below and give details: [ ] SPECIFIC LOAN
TERMS _______________________________________________
$ n/a (c) Loan Assumption (see attached Assumption Addendum if
-------------------- applicable)
$ n/a (d) Seller Financing (see attached Seller Financing
-------------------- Addendum if applicable)
$ 310,000 (e) Other (specify)
-------------------
$ n/a (f) Balance of Purchase Price in Cash at Settlement
--------------------
$ 310,000 PURCHASE PRICE. Total of lines (a) through (f)
--------------------
1
<PAGE>
2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [X ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan.
(a) Buyer's duties. No later than the Application Deadline referenced in Section
24(a), Buyer shall apply for the Loan. "Loan Application" occurs only when Buyer
has: (i) completed, signed, and delivered to the lender (the "Lender") the
initial loan application and documentation required by the Lender; and (ii) paid
all loan application fees as required by the Lender. Buyer agrees to diligently
work to obtain the Loan. Buyer will promptly provide the Lender with any
additional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Earnest Money Forfeiture Deadline
referenced in Section 24(d), the Earnest Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Earnest Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property [ ] IS
[X] IS NOT conditioned upon the Property appraising for not less than the
Purchase Price. If the appraisal condition applies and the Property appraises
for less than the Purchase Price, Buyer may cancel this Contract by providing
written notice to Seller no later than three calendar days after Buyer's receipt
of notice of the appraised value. In the event of such cancellation, the Earnest
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Earnest Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). A Settlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to Buyer within: [ ] __
hours [X ] 1 days after Closing;
[ ] Other (specify)_________________________________.
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
[ ] Seller's Initials [ ] Buyer's Initials
The Listing Agent, Rex Griffiths/Paul Christensen, represents [X ] Seller, [ ]
Buyer [ ] both Buyer and Seller as a Limited Agent
The Selling Agent, Todd Telford, represents [ ]Seller [X ] Buyer [ ] both Buyer
and Seller as a Limited Agent;
2
<PAGE>
The Listing Broker, Prudential Realty Associates , represents [ ]Seller [ ]
Buyer [X ] both Buyer and Seller as a Limited Agent;
The Selling Broker, Prudential Realty Associates, represents [ ] Seller [ ]
Buyer [X ] both Buyer and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Buyer agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by
Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to
environmental problems and building or zoning code violations; and
(e) Other (specify) n/a .
-----------------------------------
8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes):
[X ] IS [ ] IS NOT conditioned upon Buyer's approval of the content of all the
Seller Disclosures referenced in Section 7;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
[ ] IS [ XJIS NOT conditioned upon Buyer's approval of the following tests and
evaluations of the Property: (specify)
If any of the above items are checked in the affirmative, then Sections 8.1,
8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items checked in the
affirmative above are collectively referred to as the "Evaluations &
Inspections." Unless otherwise provided in this Contract, the Evaluations &
Inspections shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Seller agrees to cooperate with the Evaluations &
Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Earnest Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Earnest Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [ ] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [ ] Addendum No. [ ]
Survey -------------- Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan
Addendum [ ] Assumption Addendum [ ] Lead-Based Paint Addendum (in some
transactions this addendum is required by law) [ ] Other (specify) n/a .
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
3
<PAGE>
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, limited liability company, or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [ ] SHALL [X ] MAY (upon mutual
agreement of the parties) first be submitted to mediation. If the parties agree
to mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Earnest
Money Deposit as liquidated damages, or to return it and sue Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Earnest Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Earnest Money Deposit as
liquidated damages, or may sue Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
4
<PAGE>
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of litigation or binding
arbitration to enforce this Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees shall not be awarded for
participation in mediation under Section 15.
17.2 In Interpleader Actions. If a principal broker holding the Earnest Money
Deposit is required by law to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize that principal broker to
draw from that Deposit an amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the Deposit remaining after
advancing those costs shall be interpleaded into court. Buyer and Seller further
agree that whichever of them is found to be in default may be ordered to pay any
reasonable attorney fees, or additional court costs, incurred by the principal
broker in bringing the action, unless the court finds that there was fault on
the part of the principal broker or his or her agent that would make such an
award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. Buyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline n/a (Date)
----------------------------
(b) Seller Disclosure Deadline December 23, 1999 (Date)
----------------------------
(c) Evaluation & Inspections Deadline December 27, 1999 (Date)
----------------------------
(e) Settlement Deadline December 31st , 1999 (Date)
----------------------------
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: 5:00 [ ] AM
[ X] PM Mountain Time on December 21, 1999 (Date), this offer shall lapse; and
the Brokerage shall return the Earnest
Money Deposit to Buyer.
/s/ 12/20/99 4:50 pm
- --------------------------------------- --------------------------------------
(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to as the
"Offer Reference Date"
Randy Burnham 5295 South 300 West, Suite 400, SLC Utah 801-268-3232
- --------------------------------------------------------------------------------
(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
5
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[X ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. n/a
/s/ 12/20/99 10:00 p.m.
- --------------------------------------- --------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
Paul E. Christensen 7455 South 2400 East, Spanish Fork, Utah 84660 794-0444
- --------------------------------------------------------------------------------
(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
*********************************
DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures.
/s/ 12/20/99 4:50 p.m.
- --------------------------------------- --------------------------------------
(Buyer's Signature) (Date) (Signature) (Date)
/s/
- --------------------------------------- --------------------------------------
(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on
___________________________ (Date) postage prepaid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 19g6. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Exhibit 10.20
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
EARNEST MONEY RECEIPT
Buyer The Murdock Group Career Satisfaction Corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Earnest Money,
the amount of $ 5000.00 in the form of Company Check which, upon Acceptance of
this offer by all parties (as defined in Section 23), shall be deposited in
accordance with state law.
Received by: on (Date)
------------------------ ----------------------------------------
Brokerage: ____________________________Phone Number ___________________________
OFFER TO PURCHASE
1. PROPERTY: 7443 South 2400 East also described as: 82.95 acres City of
Spanish Fork County of Utah State of Utah (the "Property").
1.1 Included Items. Unless excluded herein, this sale includes the following
items if presently attached to the Property: plumbing, heating, air conditioning
fixtures and equipment; ceiling fans; water heater; built-in appliances; light
fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and
door screens; storm doors and windows; window blinds; awnings; installed
television antenna; satellite dishes and system; permanently affixed carpets;
automatic garage door opener and accompanying transmitter(s)'. fencing; and
trees and shrubs. The following items shall also be included in this sale and
conveyed under separate Bill of Sale with warranties as to title: N/A
- --------------------------------------------------------------------------------
1.2 Excluded Items. The following items are excluded from this sale: N/A.
1.3 Water Rights. The following water rights are included in this sale: Any that
are applicable to the property.
1.4 Survey. (Check applicable boxes): A survey map of the Property certified by
a licensed surveyor [ ] WILL [X ] WILL NOT be prepared. The Property corners [ ]
WILL [ ] WILL NOT be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked above will be: [ ]
paid by Buyer [ ] paid by Seller [ ] shared equally by Buyer and Seller [ ]
Other (specify) For additional terms, see attached Survey Addendum if
applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $2,390,000.00
2.1 Method of Payment. The Purchase Price will be paid as follows:
$ 5,000.00 (a) Earnest Money Deposit. Under certain conditions
------------------ described in this Contract, THIS DEPOSIT MAY
BECOME TOTALLY NON-REFUNDABLE.
$ N/A (b) New Loan. Buyer agrees to apply for a new loan as
------------------ provided in Section 2~3. Buyer will apply for one or
more of the following loans: [ ] CONVENTIONAL [ ] FHA
[ I VA [ I OTHER (specify)___________________________
If an FHAWA loan applies, see attached FHANA Loan
Addendum If the loan is to include any particular
terms, then check below and give details:
[ ] SPECIFIC LOAN TERMS _____________________________
$ N/A (c) Loan Assumption (see attached Assumption Addendum
------------------ if applicable)
$ (d) Seller Financing (see attached Seller Financing
------------------ Addendum if applicable)
$ 1,950,000 (e) Other (specifiy) See Addendum # 1
-----------------
$ 0 (f) Balance of Purchase Price in Cash at Settlement
------------------
$ 2,390,000 PURCHASE PRICE. Total of lines (a) through (f)
------------------
1
<PAGE>
2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [X ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan.
(a) Buyer's duties. No later than the Application Deadline referenced in Section
24(a), Buyer shall apply for the Loan. "Loan Application"occurs only when Buyer
has: (i) completed, signed, and delivered to the lender (the "Lender") the
initial loan application and documentation required by the Lender; and (ii) paid
all loan application fees as required by the Lender. Buyer agrees to diligently
work to obtain the Loan. Buyer will promptly provide the Lender with any
additional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Earnest Money Forfeiture Deadline
referenced in Section 24(d), the Earnest Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Earnest Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property [ ] IS
[X] IS NOT conditioned upon the Property appraising for not less than the
Purchase Price. If the appraisal condition applies and the Property appraises
for less than the Purchase Price, Buyer may cancel this Contract by providing
written notice to Seller no later than three calendar days after Buyer's receipt
of notice of the appraised value. In the event of such cancellation, the Earnest
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Earnest Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). A Settlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to Buyer within: [ ] ___
hours [ ] days after Closing;
[X ] Other (specify) 60 days
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
[ ] Seller's Initials [ /S/] Buyer's Initials
The Listing Agent, Paul Christensen, represents [ X] Seller, [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent
2
<PAGE>
The Selling Agent, Todd Telford, represents [ ]Seller [X ] Buyer [ ] both Buyer
and Seller as a Limited Agent;
The Listing Broker, Bruce Martin, represents [ ]Seller [ ] Buyer [X ] both Buyer
and Seller as a Limited Agent;
The Selling Broker, Bruce Martin, represents [ ] Seller [ ] Buyer [X ] both
Buyer and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Buyer agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by
Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to
environmental problems and building or zoning code violations; and
(e) Other (specify).
8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes):
[X ] IS [ ] IS NOT conditioned upon Buyer's approval of the content of all the
Seller Disclosures referenced in Section 7;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
[ ] IS [ XJIS NOT conditioned upon Buyer's approval of the following tests and
evaluations of the Property: (specify)
If any of the above items are checked in the affirmative, then Sections 8.1,
8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items checked in the
affirmative above are collectively referred to as the "Evaluations &
Inspections." Unless otherwise provided in this Contract, the Evaluations &
Inspections shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Seller agrees to cooperate with the Evaluations &
Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Earnest Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Earnest Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [X ] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [ X] Addendum No. 1 [ ]
Survey Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan Addendum [ ]
Assumption Addendum [ ] Lead-Based Paint Addendum (in some transactions this
addendum is required by law) [ ] Other (specify).
3
<PAGE>
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, limited liability company, or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [ ] SHALL [X ] MAY (upon mutual
agreement of the parties) first be submitted to mediation. If the parties agree
to mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Earnest
Money Deposit as liquidated damages, or to return it and sue Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Earnest Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Earnest Money Deposit as
liquidated damages, or may sue Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
4
<PAGE>
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of litigation or binding
arbitration to enforce this Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees shall not be awarded for
participation in mediation under Section 15.
17.2 In Interpleader Actions. If a principal broker holding the Earnest Money
Deposit is required by law to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize that principal broker to
draw from that Deposit an amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the Deposit remaining after
advancing those costs shall be interpleaded into court. Buyer and Seller further
agree that whichever of them is found to be in default may be ordered to pay any
reasonable attorney fees, or additional court costs, incurred by the principal
broker in bringing the action, unless the court finds that there was fault on
the part of the principal broker or his or her agent that would make such an
award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. ~uyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline N/A (Date)
---------------------
(b) Seller Disclosure Deadline December 24, 1999 (Date)
---------------------
(c) Evaluation & Inspections Deadline December 24, 1999 (Date)
---------------------
(e) Settlement Deadline On or Before December 31st, 1999 (Date)
---------------------
25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: 5:00 [ ] AM
[X ] PM Mountain Time on 12/21/99 (Date), this offer shall lapse; and the
Brokerage shall return the Earnest Money Deposit to
Buyer.
/s/ 12/20/99
- -------------------------------------- ---------------------------------------
(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to as the
"Offer Reference Date"
Randy Burnham 5295 South 300 West, Suite 400, SLC Utah 801-268-3232
- --------------------------------------------------------------------------------
(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
5
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[ X] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. ______
/s/ 12/21/99 4:00 pm
- --------------------------------------- ---------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
- --------------------------------------------------------------------------------
(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
*********************************
DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures.
- --------------------------------------------------------------------------------
(Buyer's Signature) (Date) (Buyer's Signature) (Date)
- --------------------------------------------------------------------------------
(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on
___________________________ (Date) postage prepaid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 19g6. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
6
<PAGE>
REALTOR ADDENDUM NO. 1
TO
REAL ESTATE PURCHASE CONTRACT Page 1 of 1
THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of 12/20/99 including all prior
addenda and counteroffers, between The Murdock Group as Buyer, and Paul
Christensen as Seller, regarding the Property located at 7443 South 2400 East,
Spanish Fork . The following terms are hereby incorporated as part of the REPC:
- --------------------------------------- ---------------------------------------
(1) $1,950,000 to be paid as 1,300,000 shares of Class A common voting stock in
The Murdock Group Career Satisfaction Corp.
(2) Title policy to reflect mineral and aggregate rights.
(3) $20,000 to be held in escrow until Virgil Neves has vacated and removed all
possessions.
(4) At closing deposits and prorated rent payments to be transferred to the
buyer.
(5) This offer is contingent on simultaneous closing on improvements associated
with ground.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [X ] Seller
[ ] Buyer shall have until 5:00 [ ] AM [ X] PM Mountain Time on 12/21/99 (Date)
to accept the terms of this ADDENDUM in accordance with the provisions of
Section 23 of the REPC. Unless so accepted, the offer as set forth in this
ADDENDUM shall lapse.
/s/ 12/20/99 2:30 pm
- --------------------------------------- ---------------------------------------
[X]Buyer[]Seller Signature (Date)(Time) []Buyer[]Seller Signature (Date )(Time)
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[ ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
- --------------------------------------------------------------------------------
(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
[LETTERHEAD]
David T. Thomson, P.C. Certified Public Accountant
April 19, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
I have read Item 8 included in the attached form 10-KSB for the period ended
December 31, 1999 of The Murdock Group Career Satisfaction Corporation and am in
agreement with the relevant portions of the disclosures contained therein.
Very truly yours,
/s/ David T. Thomson P.C.
David T. Thomson P.C.
P.O. Box 571605 - Murray, Utah 84157 - (801) 966-9481
Exhibit 21
List of Subsidiaries
The registrant has one subsidiary. Myjobsearch.com, inc. is a Delaware, which
does business only under its own name.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,907
<SECURITIES> 0
<RECEIVABLES> 1,473,954
<ALLOWANCES> 253,891
<INVENTORY> 0
<CURRENT-ASSETS> 1,255,977
<PP&E> 1,799,283
<DEPRECIATION> 369,849
<TOTAL-ASSETS> 1,429,434
<CURRENT-LIABILITIES> 17,779,011
<BONDS> 0
0
0
<COMMON> 13,536,661
<OTHER-SE> (45)
<TOTAL-LIABILITY-AND-EQUITY> 14,357,959
<SALES> 2,351,313
<TOTAL-REVENUES> 2,351,313
<CGS> 715,433
<TOTAL-COSTS> 8,842,386
<OTHER-EXPENSES> (57,464)<F1>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,478,735
<INCOME-PRETAX> (13,627,777)
<INCOME-TAX> 0
<INCOME-CONTINUING> (13,627,777)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,627,777)
<EPS-BASIC> (1.05)
<EPS-DILUTED> (1.05)
<FN>
1 Represents other income from rents and subleases.
</FN>
</TABLE>
