SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT ON FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report, October 17, 1997
Commission File Number: 0-20307
AVALON COMMUNITY SERVICES, INC.
(Exact name of Registrant as
specified in its corporate charter)
Nevada 13-3592263
(State of Incorporation) (I.R.S. Employer I.D. Number)
13401 Railway Drive, Oklahoma City, Oklahoma 73114
(Address of Principal executive offices)
(405) 752-8802
(Issuer's telephone number)
ITEM 2. Acquisition of Assets
On October 2, 1997, Avalon Community Services, Inc. acquired an adult
correctional facility from Freedom Ranch, Inc. The facility is doing business as
Turley Correctional Center. Avalon Community Services, Inc. assumed management
and began operating the facility on October 2, 1997. The Registrant's Board of
Directors approved the transaction.
The facility purchased is a 150- bed adult residential community corrections
facility on 35 acres of land, located in Tulsa, Oklahoma. There are ten (10)
separate buildings on the site, including an administration building, a gym, two
residential houses, a maintenance building, and five dormitories, for a total of
approximately 45,000 square feet.
The facility was purchased from Freedom Ranch, Inc., an Oklahoma non-profit
corporation. There are no material relationships between Freedom Ranch, Inc. and
Avalon Community Services, Inc. or any of its directors or officers. It is an
unrelated transaction.
The purchase was an asset purchase. The purchase price of the facility was
determined to be the fair market value of $1,400,000. Consideration given was
cash from monies received in a Private Placement that closed on September 12,
1997. There were no debts or liabilities assumed with the purchase. Revenues
generated from the operations of the facility are projected to be about
$1,500,000 per year.
Freedom Ranch, Inc. was operating as an adult residential correctional
facility prior to the purchase and Avalon Community Services, Inc. will continue
to operate the facility for the same purpose. The facility provides contract
residential correctional services to the State of Oklahoma and to the Federal
Bureau of Prisons.
ITEM 7. Financial Statements and Exhibits
a. Financial statements which are unavailable at this time will be filed by
December 9, 1997.
b. We are filing the Commercial Contract to Buy and Sell Real Estate dated
October 2, 1997.
AVALON COMMUNITY SERVICES, INC. AND SUBSIDIARIES
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: October 17, 1997 AVALON COMMUNITY SERVICES, INC.
By: \Jerry Sunderland
Jerry Sunderland, President
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
COMMERCIAL
CONTRACT TO BUY AND SELL REAL ESTATE
1. PARTIES AND PROPERTY: Subject to the contingencies set forth in Paragraph
18 below, and subject to the other terms and conditions herein, Southern
Corrections Systems, Inc., Buyer, [hereinafter "Buyer"] agrees to buy, and the
undersigned seller(s), [hereinafter "Seller"], agrees to sell, on the terms and
conditions set forth in this contract, the following described real estate in
Tulsa County, State of Oklahoma:
The Southwest quarter of the Northwest Quarter (SW/4 NW/4) of Section One
(1), Township Twenty (20) North, Range Twelve (12) East of the Indian Base
Meridian, Tulsa County, Oklahoma, together with all surface and mineral
rights
LESS AND EXCEPT the West Half of the Northwest Quarter of the Southwest
Quarter of the Northwest Quarter (W/2 of the NW/4 of the SW/4 of the NW/4)
of Section One (1) of Township Twenty (20) North, Range Twelve (12) East of
the Indian Base Meridian, being a 5 acre tract reserved by the Seller
together with all interest of Seller in vacated streets and alleys adjacent
thereto, all easements and other appurtenances thereto, all improvements
thereon, inclusive of the building located thereon, and all attached fixtures
thereon, except as herein excluded (collectively the "Property").
2. INCLUSIONS/EXCLUSIONS: The purchase price includes the following items (a)
if attached to the Property on the date of this contract: lighting, heating,
plumbing, ventilating, and air conditioning fixtures, TV antennas, water
softeners, smoke/fire/burglar alarms, security devices, inside telephone wiring
and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems,
built-in kitchen appliances, sprinkler systems and controls; (b) if on the
Property whether attached or not on the date of this contract: storm windows,
storm doors, window and porch shades, awnings, blinds, screens, curtain rods,
drapery rods, all keys and (c): all storm and sanitary sewer system equipment
and installations. The purchase price further includes all office equipment,
desks, chairs, beds, kitchen equipment, furniture, copiers, computers, printers,
records, lawnmowers and yard equipment, and all other personal property
presently located on the Property. In addition, at time of closing the Seller
will assign clear title to the Buyer for all vehicles used in connection with
the operations at the Property, with the notes against said vehicles to be paid
off out of proceeds of closing.
The above-described included items (Inclusions) are to be conveyed to Buyer by
Seller by bill of sale at the closing, free and clear of all taxes, liens and
encumbrances, except as provided in Section 12. The following attached fixtures
are excluded from this sale: NO EXCLUSIONS
3. PURCHASE PRICE AND TERMS. The purchase price shall be ONE MILLION FOUR
HUNDRED THOUSAND DOLLARS ( $1,400,000.00), payable in U.S. dollars by Buyer as
follows:
(a) Earnest Money.
$150,000.00 in the form of Company Check or wire transfer, as earnest money
deposit and part payment of the purchase price, payable to the Seller. The Buyer
agrees that the Seller may have the use and benefit of the earnest money deposit
prior to closing, with said earnest money deposit to be credited against the
purchase price at the time of closing. To secure return of the earnest money
deposit in the event that closing does not occur, simultaneously with the
execution of this agreement, the Seller shall deliver to the Buyer a promissory
note in the amount of the earnest money deposit, with said note to be secured by
a mortgage on property of the Seller. Upon credit of the said $150,000 against
the purchase price at closing, the original Promissory Note and Mortgage will be
cancelled and returned to the Seller at closing.
The balance of $1,250,000.00 (purchase price less earnest money) shall be paid
as follows:
(b) Cash at Closing.
$1,250,000.00, plus closing costs, to be paid by buyer at closing in funds
which comply with all applicable laws of the State of Oklahoma, which include
cash, electronic transfer funds, certified check, savings and loan teller's
check, and cashier's check (Good Funds).
4. COST OF APPRAISAL. Cost of any appraisal to be obtained after the date of
this contract shall be timely paid by Buyer .
5. NOT ASSIGNABLE. This contract shall not be assignable by Buyer without
Seller's prior written consent. Except as so restricted, this contract shall
inure to the benefit of and be binding upon the heirs, personal representatives,
successors and assigns of the parties.
6. EVIDENCE OF TITLE. Seller shall furnish to Buyer at Seller's expense a
present commitment for owner's title insurance policy in an amount equal to the
purchase price on or before September 10, 1997 (Title Deadline). If a title
insurance commitment is furnished, Buyer may require of Seller that copies of
instruments (or abstracts of instruments) listed in the schedule of exceptions
(Exceptions) in the title insurance commitment also be furnished to Buyer at
Seller's expense. This requirement shall pertain only to instruments shown of
record in the office of the clerk and recorder of the designated county or
counties. The title insurance commitment, together with any copies or abstracts
of instruments furnished pursuant to this Section 6, constitute the title
documents Title Documents). Buyer, or Buyer's designee, must request Seller, in
writing, to furnish copies or abstracts of instruments listed in the schedule of
exceptions no later than 5 calendar days after Title Deadline. If Seller
furnishes a title insurance commitment, Seller will pay the premium at closing
and have the title insurance policy delivered to Buyer as soon as practicable
after closing.
7. TITLE.
(a) Title Review. Buyer shall have the right to inspect the Title Documents or
abstract. Written notice by Buyer of unmerchantability of title or of any other
unsatisfactory title condition shown by the Title Documents shall be signed by
or on behalf of Buyer and given to Seller on or before 10 calendar days after
Title Deadline, or within five (5) calendar days after receipt by Buyer of any
Title Document(s) or endorsement(s) adding new Exception(s) to the title
commitment together with a copy of the Title Document adding new Exceptions to
title.
(b) Matters Not Shown by the Public Records. Seller shall deliver to Buyer, on
or before the Title Deadline set forth in Section 6, true copies of all lease(s)
and survey(s) in Seller's possession pertaining to the Property and shall
disclose to Buyer all easements, liens or other title matters not shown by the
public records of which Seller has actual knowledge. Buyer shall have the right
to inspect the Property to determine if any third party(s) has any right in the
Property not shown by the public records (such as unrecorded easement,
unrecorded lease, or boundary line discrepancy). Written notice of any
unsatisfactory condition(s) disclosed by Seller or revealed by such inspection
shall be signed by or on behalf of Buyer and given to Seller on or before
September 22, 1997 . If Seller does not receive Buyer's notice by said date,
Buyer accepts title subject to such rights, if any, of third parties of which
Buyer has actual knowledge.
(c) Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO
GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL
TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN
SUCH DISTRICTSMAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX
BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE
RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS
WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT
FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH
DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS,
AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.
In the event the Property is located within a special taxing district and
Buyer desires to terminate this contract as a result, if written notice is given
to Seller on or before the date set forth in subsection 9(b), this contract
shall then terminate. If Seller does not receive Buyer's notice by the date
specified above, Buyer accepts the effect of the Property's inclusion in such
special taxing district(s) and waives the right to so terminate.
(d) If Seller receives notice of unmerchantability of title or any other
unsatisfactory title condition(s) as provided in subsection (a) or (b) above,
Seller shall use reasonable effort to correct said unsatisfactory title
condition(s) prior to the date of closing. If Seller fails to correct said
unsatisfactory title condition(s) on or before the date of closing, this
contract shall then terminate; provided, however, Buyer may, by written notice
received by Seller, on or before closing, waive objection to said unsatisfactory
title condition(s).
8. INSPECTION. Buyer or any designee, shall have the right to have
inspection(s) of the physical condition of the Property and Inclusions, at
Buyer's expense. If written notice of any unsatisfactory condition, signed by or
on behalf of Buyer, is not received by Seller on or before September 10, 1997 ,
(Objection Deadline), the physical condition of the Property and Inclusion shall
be deemed to be satisfactory to Buyer. If such notice is received by Seller as
set forth above, and if Buyer and Seller have not agreed, in writing to a
settlement thereof on or before September 16, 1997 (Resolution Deadline), this
contract shall terminate three (3) calendar days following the Resolution
Deadline; unless within the said three (3) calendar days, Seller receives
written notice from Buyer waiving objection to any unsatisfactory condition.
Buyer is responsible for and shall pay for any damage which occurs to the
Property and Inclusions as a result of such inspection. As used in this
paragraph, the term "unsatisfactory condition" refers to any condition that is
unacceptable to the corrections agencies contracting with the Seller. The
parties further acknowledge and agree that the fifth unused cottage located on
the Property is not habitable, and the present condition of such cottage will
not be a ground for objection by the Buyer.
9. DATE OF CLOSING. The date of closing shall be September 30, 1997 , or by
mutual agreement at an earlier date. The hour and place of closing shall be as
designated by Buyer . The date of closing may be extended by mutual written
agreement of the parties hereto.
10. TRANSFER OF TITLE. Subject to tender or payment at closing as required
herein and compliance by Buyer with the other terms and provisions hereof,
Seller shall execute and deliver a good and sufficient Warranty deed to Buyer,
on closing, conveying the Property subject to no exceptions other than:
(a) non-delinquent general taxes for the year of closing; and
(b) except (i) distribution utility easements (including cable TV), (ii) those
matters reflected by the Title Documents accepted by Buyer in accordance with
subsection 7(a), (iii) those rights, if any, of third parties in the Property
not shown by the public records in accordance with subjection 7(b), (iv)
inclusion of the Property within any special taxing district, and (v) subject to
building and zoning regulations.
11. PAYMENT OF ENCUMBRANCES. Any encumbrances required to be paid shall be
paid at or before closing from the proceeds of this transaction or from any
other source.
12. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good
Funds, their respective closing costs and all other items required to be paid at
closing, except as otherwise provided herein. Buyer and Seller shall sign and
complete all customary or required documents at or before closing.
13. PRORATIONS AND ASSIGNMENT OF CONTRACT RIGHTS. General taxes for the year
of closing, based on the taxes for the calendar year immediately preceding
closing, rents, water and sewer charges, utility charges, interest on continuing
loan(s), if any, shall be prorated to date of closing. At closing, the Seller
shall assign to the Buyer all of the Seller's rights, title and interest in and
to all existing contracts between the Seller and the Corrections Agencies (as
that terms is defined in paragraph 18 hereof), including all rights to accounts
receivables and revenues relating in any manner to the said contracts with the
Corrections Agencies arising subsequent to the date of closing. All accounts
receivables and accounts payables attributable to services rendered prior to
closing or arising prior to the date of closing are reserved by the Seller,
unless otherwise provided herein. All accounts receivables and accounts payables
attributable to services rendered under the corrections contracts after the date
of closing are assumed by the Buyer.
14. POSSESSION. Possession of the Property shall be delivered to Buyer as
follows:
PHYSICAL POSSESSION DELIVERED IMMEDIATELY FOLLOWING CLOSING
subject to the following lease(s) or tenancy(s): NONE
If Seller, after closing, fails to deliver possession on the date herein
specified, Seller shall be subject to eviction and shall be additionally liable
to Buyer for payment of $ $1,000.00 per day from the date of agreed possession
until possession is delivered.
15. CONDITION OF AND DAMAGE TO PROPERTY. Except as otherwise provided in this
contract, the Property and Inclusions shall be delivered in the condition
existing as of the date of this contract, ordinary wear and tear excepted. The
Seller warrants that all equipment, heating, ventilating and air conditioning
systems and fixtures to be transferred with the said Property are in good
working order and condition and shall, on the date of closing, be in such good
working order and condition. Subsequent to the execution of this Agreement and
until the closing, the Property will be kept in sound order and all repairs and
replacements required with respect to any portion of the Property will be made
by the Seller. In the event the Property shall be damaged by fire or other
casualty prior to time of closing, in an amount of not more than ten percent
(10%) of the total purchase price, Seller shall be obligated to repair the same
before the date of closing. In the event such damage is not repaired within said
time or if the damages exceed such sum, this contract may be terminated at the
option of Buyer. Should Buyer elect to carry out this contract despite such
damage, Buyer shall be entitled to credit for all the insurance proceeds
resulting from such damage to the Property and Inclusions, not exceeding
however, the total purchase price. Should any Inclusion(s) or service(s) fail or
be damaged between the date of this contract and the date of closing or the date
of possession, whichever shall be earlier, then Seller shall be liable for the
repair or replacement of such Inclusion(s) or service(s) with a unit of similar
size and quality, or an equivalent credit, less any insurance proceeds received
by Buyer covering such repair or replacement.
16. TIME OF ESSENCE/REMEDIES. Time is of the essence hereof. If any note or
check received as earnest money hereunder or any other payment due hereunder is
not paid, honored or tendered when due, or if any other obligation hereunder is
not performed or waived as herein provided, there shall be the following
remedies:
(a) IF BUYER IS IN DEFAULT: Seller may elect to treat this contract as
canceled, and Seller may recover such damages as may be proper, or Seller may
elect to treat this contract as being in full force and effect and Seller shall
have the right to specific performance or damages, or both.
(b) IF SELLER IS IN DEFAULT: Buyer may elect to treat this contract as
canceled, in which case all payments and things of value received hereunder
shall be returned and Buyer may recover such damages as may be proper, or Buyer
may elect to treat this contract as being in full force and effect and Buyer
shall have the right to specific performance or damages, or both.
(c) COSTS AND EXPENSES. Anything to the contrary herein notwithstanding, in
the event of any arbitration or litigation arising out of this contract, the
arbitrator or court shall award to the prevailing party all reasonable costs and
expenses, including attorney fees.
17. ALTERNATIVE DISPUTE RESOLUTION: MEDIATION. If a dispute arises between the
parties relating to this contract, the parties agree to submit the dispute to
mediation. The parties will jointly appoint an acceptable mediator and will
share equally in the cost of such mediator. If mediation proves unsuccessful,
the parties may then proceed with such other means of dispute resolution as they
so choose.
18. ADDITIONAL PROVISIONS:
(a). Before the date of Closing, the Buyer must receive satisfactory
confirmation that the Property is properly zoned, and all other necessary
licenses, certifications, special use permits and consents from all necessary
governmental agencies exist to allow the Buyer to operate residential
correctional programs at the Property.
(b) Before the date of closing, the Seller on behalf of Buyer must obtain and
receive confirmation of the consent of the Oklahoma Department of Corrections,
the Federal Bureau of Prisons, and the United States Pardon & Parole department
(collectively the "Corrections Agencies") to the assignment of all of the
Seller's rights in and under existing contracts for the provision of
correctional services presently being provided at the Property. The Seller
agrees to use its best efforts to deliver to the Buyer such consents to the
transfer of contract rights to allow the Buyer to continue to operate all
existing correctional programs at the Property for the remaining terms of all
existing correctional services contracts.
(c). Before September 15, 1997, the Seller will provide at Seller's expense a
Phase I Site Assessment of the Property, which Assessment shall reveal no
release or threatened release of hazardous materials in and under the Property.
(d) Before the date of closing, the Buyer shall verify the accuracy of the
June and July, 1997, financial statements previously supplied to the Buyer. The
Seller shall make its records available to the Buyer to allow verification of
the Seller's income, expenses, contracts, census, and liabilities.
19. NOTICE TO PURCHASERS AND SELLERS REGARDING THE FOREIGN INVESTMENT IN REAL
PROPERTY TAX ACT (FIRPTA). Unless an exemption applies, FIRPTA requires that
every purchaser of real estate in the United States deduct and withhold from the
seller's proceeds an amount equal to ten percent (10%) of the gross sales price.
The primary exemptions are:
1. The seller furnishes to the purchaser a certificate executed by the seller
stating under penalty of perjury the seller's United States taxpayer
identification number and that the seller is not a foreign person. (A foreign
person is any foreign citizen or entity other than a United States resident
alien).
2. The property is acquired by the purchaser for use as his or her residence
and the amount paid for the property is $300,000 or less.
SELLER'S CERTIFICATE
(To be executed only if the seller is not a foreign person or entity)
The undersigned hereby certifies:
1. The names, addresses and United States taxpayer identification numbers of
all of the owners of the above property are as follows:
Seller's Name U.S. Tax I.D. Number Address
Freedom Ranch, Inc., an Oklahoma 6101 N. Cincinnati
corporation Tulsa, OK 74126
here is no other person or entity who has an ownership interest in the property.
2. None of the owners of the Property are nonresident aliens for purposes of
U.S. income taxation or, if seller is an entity, it is not a foreign
corporation, foreign partnership, foreign trust, or foreign estate, as such
terms are defined in the Internal Revenue Code and regulations thereto.
3. I (we) understand that the purchaser of the Property intends to rely on the
foregoing representations in connection with the Foreign Investment in Real
Property Tax Act and that this certification may be disclosed to the Internal
Revenue Service.
The undersigned hereby declare under penalty of perjury that the foregoing is
true and correct.
Freedom Ranch, Inc., an Oklahoma corporation
By:_______________________________________ Date:______________________________
___________________________ Title: ____________________________________________
(The original of this certificate is to be delivered to the purchaser, or the
closing agent, if any, on or before the date of closing.)
20. RESIDENTIAL LEAD PAINT HAZARD REDUCTION ACT. Federal law (42 U.S.C. S 4851
et seq) requires that the seller/lessor of all "residential property"
constructed prior to 1978 must provide to purchasers/lessees any information on
lead-based paint hazards from risk assessments or inspections in the
seller/lessor's possession, and must notify the purchaser/lessee of any known
lead-based paint hazards. For purposes of these statutes, "residential property"
is defined as any property which includes any residential dwelling unit(s).
Sellers/lessors are required to sign a lead-based paint disclosure form(s), and
the purchaser/lessee must be provided with a copy of a booklet entitled "Protect
Your Family from Lead in Your Home."
Seller hereby certifies that the above described property |X| is / |_| is not
"residential property" constructed prior to 1978, as described by the statute.
LEAD DISCLOSURE: Seller/lessor hereby certifies that, to the best of
seller/lessor's knowledge, the property |_| does / |X| does not contain
lead-based paint; and that seller/lessor |_| does / |X| does not possess risk
assessment or inspection reports relating thereto. Seller/lessor hereby
certifies to have disclosed to the purchaser/lessee and Broker all information
known to the seller/lessor regarding the presence of lead-based paint and lead
based paint hazards within this target housing, as follows:
Date of inspection(s) or report(s): Environmental approx June 1995__________
|_| report attached.
Seller/lessor hereby agrees that it will provide the purchaser/lessor with any
reports or information related thereto now in its possession, or which it
acquires prior to the consummation of the transaction contemplated hereby.
21. OPPORTUNITY FOR REVIEW BY LEGAL COUNSEL. By signing this document, Buyer
and Seller acknowledge that they understand that this document has important
legal consequences and have had the opportunity to consult with legal and tax or
other counsel before signing this contract.
22. ENVIRONMENTAL HAZARD PROVISIONS. As of the date of the execution of this
Agreement by Seller, Seller has no knowledge of any claims, actions, suits or
proceedings pending or threatened which arise from and out of any claimed
pollution of the Property. Seller further represents that as of the date of the
execution of this Agreement by Seller, Seller has no knowledge of any claims,
actions, suits or proceedings pending or threatened which arise from and out of
any claimed migration of pollution from the Property to any other property.
Seller has no reason to believe that, as of the date of the execution of this
Agreement, any law or regulation applicable to said property, including, without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (42 U.S. C. S9601, et seq.,), the Resource Conservation
and Recovery Act of 1976 (42 U.S.C. S6901, et seq.), the Clean Water Act (33
U.S.C. S 466 et seq.), the Safe Drinking Water Act (14 U.S.C. S1401-1450), the
Hazardous Materials Transportation Act (49 U.S.C. S1801 et seq.), and the Toxic
Substances Control Act (15 U.S.C. S2601-2629), has been violated by any
operations on the Property.
23. TERMINATION. In the event this contract is terminated, all payments and
things of value received hereunder shall be returned and the parties shall be
relieved of all obligations hereunder, subject to Section 19.
24. NOTICE TO BUYER. Any notice to Buyer shall be effective when received by
Buyer.
25. NOTICE TO SELLER. Any notice to Seller shall be effective when received by
Seller.
26. MODIFICATION OF THIS CONTRACT. No subsequent modification of any of the
terms of this contract shall be valid, binding upon the parties, or enforceable
unless made in writing and signed by the parties.
27. ENTIRE AGREEMENT. This contract constitutes the entire contract between
the parties relating to the subject hereof, and any prior agreements pertaining
thereto, whether oral or written, have been merged and integrated into this
contract.
28. NOTICE OF ACCEPTANCE: COUNTERPARTS. This proposal shall expire unless
accepted in writing, by Buyer and Seller, as evidenced by their signatures
below, and the offering party receives notice of such acceptance on or before
(Acceptance Deadline). If accepted, this document shall become a contract
between Seller and Buyer. A copy of this document may be executed by each party,
separately, and when each party has executed a copy thereof, such copies taken
together shall be deemed to be a full and complete contract between the parties.
SOUTHERN CORRECTIONS SYSTEMS, INC.
"BUYER"
BY: \Donald E. Smith, CEO
Buyer
Date of Buyer's Signature: 9/3/97
Buyer's Address: 13401 Railway Drive
Oklahoma City, OK 73114
FREEDOM RANCH, INC.
an Oklahoma corporation
"SELLER"
By: David S. King
Title: President
Date of Seller's Signature: 9/3/97
Seller's Address: 6126 E. 32nd Place
Tulsa, OK 74135-5406
