EXHIBIT 10.1
SALES AGREEMENT
TECH-SYM CORPORATION ("Seller") agrees to sell and convey to UNICO,
INCORPORATED ("Buyer")and Buyer agrees to buy from Seller the property
described below.
SECTION ONE
PROPERTY
The property is in the County of Piute, State of Utah, and is described
as follows:
The South half of the South half of Section 7; the Southwest
Quarter of the Southwest Quarter of Section 8; the North half
of the Northwest Quarter and the Southwest Quarter of the
Northwest Quarter of Section 17; and the North half and the
Northwest Quarter of the Southeast Quarter of Section 18, all
in Township 28 South, Range 3 West, Salt Lake Base and Meridian.
EXCEPTING THEREFROM, except the North half of the Northeast
Quarter and the East half of the Northwest Quarter of Section 18;
all coal and other minerals, as provided under Sections 65-1-15,
65-1-16, and 65-1-17, Utah Code Annotated 1953 and as amended,
together with the right of ingress and egress for the purpose of
exploring and or removing the same.
Buyer has inspected the property and accepts it in its present condition.
No agreements or representations pertaining to the property or title to the
property or to this transaction have been made, except those stated in this
Agreement.
SECTION TWO
CONSIDERATION
The total purchase price for the conveyance is Two Hundred Thousand and
No/100 Dollars ($200,000.00) (the "Purchase Price") of which Fifty Thousand
and No/100 Dollars ($50,000.00) has been received from Buyer by Security Title
Company of Garfield County as Trustee of the Sale with instructions to release
said amount to Seller promptly upon execution of this Agreement by both
parties. The balance of the Purchase Price shall be evidenced by a negotiable
Promissory Note in the amount of One Hundred Fifty Thousand and No/100 Dollars
($150,000.00) executed by Buyer in favor of Seller concurrently with the
execution of this Agreement with one payment of the entire principal and no
interest payable on or before April 20, 2001. Upon receipt of the balance of
the Purchase Price, unless this Agreement is sooner terminated as elsewhere
provided, the
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Trustee of the Sale shall deliver to Buyer, or Buyer's designee, the warranty
deed to be deposited with the Trustee of the Sale forthwith.
SECTION THREE
TITLE
Seller shall give and Buyer shall accept such title as Security Title
Company of Garfield County will insure under its standard form of title policy
in the amount of the Purchase Price, subject only to such encumbrances and
exceptions as are customarily and regularly listed as exceptions in the
standard form of title policy. Buyer acknowledges receipt of a copy of the
Commitment for Title Insurance effective August 4, 2000, from Security Title
Company of Garfield County. Buyer has no objections to title as stated in such
title commitment and Buyer shall accept title as shown on the title
commitment.
Seller shall furnish at its cost a standard form title insurance policy
issued by Security Title Company of Garfield County in the face amount of the
purchase price in accordance with its Commitment for Title Insurance effective
August 4, 2000, when Buyer has paid the Purchase Price In full.
SECTION FOUR
POSSESSION AND INDEMNITY
Buyer may enter into possession forthwith, but shall not use, generate or
store hazardous materials or waste on the property until the Purchase Price is
paid in full. Buyer shall indemnify and hold Seller harmless from any and all
claims or damages resulting from Buyer's possession or use of the property.
SECTION FIVE
TAXES AND ASSESSMENTS; PROHIBITION OF WASTE OR ILLEGAL USE
Buyer shall pay before delinquency all taxes and assessments assumed by
Buyer, if any, and any which, as between Seller and Buyer, hereafter become a
lien on the premises; shall not permit waste; and shall not use the premises
for any illegal purpose. If Buyer fails to pay before delinquency any such
taxes or assessments, Seller may pay them, and the amounts so paid shall be
deemed part of the Purchase Price and be payable forthwith with interest at
the rate of twelve percent (12%) per annum until paid, without prejudice to
any other right of Seller by reason of that failure.
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SECTION SIX
RISK OF TAKING FOR PUBLIC USE
Buyer assumes all risk of the taking of the property for a public use.
Any such taking shall not constitute a failure of consideration, but all sums
received by Seller by reason of the taking, less any sums which Seller may be
required to expend in procuring those sums, shall be applied as a payment on
account of the Purchase Price.
SECTION SEVEN
TRUSTEE OF SALE AND ESCROW AGENT
Security Title Company of Garfield County will act as Trustee of the Sale
and Escrow Agent.
SECTION EIGHT
SUCCESSORS AND ASSIGNS
This Agreement shall be binding on and inure to the benefit of the
respective successors and assigns of both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of July
8, 2000.
TECH-SYM CORPORATION, SELLER UNICO, INCORPORATED, BUYER
10500 Westoffice Drive, Suite 200 P. 0. Box 777
Houston TX 77042-5391 Magalia CA 95954
By /s/ J. Rankin Tippins By /s/ Ray C. Brown
__________________________ ______________________
Name: J. Rankins Tippins Name: Ray C. Brown
Title: Vice President Title: President
