CONTRACT OF SALE

                         This IS A Legally Binding Contract.
                 If Not Understood, Seek Competent Legal Advice

      THIS CONTRACT OF SALE (hereinafter the “Contract”) dated this _______ day
of ______________, 20__, by and between _________________________, (“Seller”),
and ___________________________________________, (Buyer) agree as follows:

1.      Agreement to Sell and Purchase. Subject to the terms and conditions of this
Contract, the Seller sells to the Buyer and the Buyer purchases from the Seller the Sale
Property having an address known as _______________________________
(hereinafter the “Sale Property”); and more particularly recorded among the Land
Records of _______________ County in Deed Book _____, Page ____. Together with
all buildings and improvements thereon, permanently attached fixtures and equipment
therein and all electrical, mechanical, heating, ventilation, plumbing and other utility
fixtures, if any, leases and security deposits if any, and privileges and easements and
appurtenances thereunto belonging or in anywise appertaining.

2.     Purchase Price. The purchase price (the “Purchase Price”) which the Buyer
shall pay to the Seller for the Sale Property shall be ______________________ Dollars
($         ) in Fee Simple. Subject to the following terms and conditions:

      a.   A check in the amount of: ___________________________ Dollars ($               )
           shall be deposited into the Escrow Account of ____________________, the
           receipt of which will be acknowledged by ______________ (“The Deposit”).
      b.   This property is being purchased “Subject To” the existing First Mortgage-
           currently owned or collected by __________________________________
      c.   The Seller represents that the principal balance of the First Mortgage as of
           date of settlement shall be no more than ______________________ Dollars
           ($            )
      d.   In addition to purchasing the property subject to the First Mortgage, Buyer
           shall pay the balance of the Purchase Price amounting to
           _____________________________ Dollars ($                    ) at settlement.
      e.   The purchase price of this property is strictly predicated and contingent on
           the Buyer paying a total of no more than _____________________ Dollars,
           ($          ) for the property. Should there be any additional liens,
           mortgages, and/or judgments existing on the property as of the time of
           settlement, it shall be the responsibility of the seller to pay these amounts
           and/or deduct said amounts from the ________________________ Dollars
           ($        ) earnest money tendered at settlement.
      f.   Should the Seller be unable or unwilling to pay any of the items specified in
           2(e) above, the Buyer shall have the absolute option of declaring the
           contract null and void and will be entitled to immediate return of all deposits.

       g.   The Purchase Price shall be paid in full by Buyer in cash or by certified
            check at settlement of which the Deposit shall be a part.
       h    If the Seller does not execute and deliver this Contract, the Deposit shall be
            immediately returned to the Buyer. All Deposit money paid under this
            Contract shall be held in escrow in a non-interest bearing escrow account.

3.     Time and Place of Settlement. Settlement shall take place within 30 days of
contract acceptance, or sooner by mutual agreement between the parties. Settlement
shall occur within Maryland, or at such other site as the Buyer may select, provided that
the Buyer shall have given the Seller at least five (5) calendar days advance written
notice thereof. TIME IS OF THE ESSENCE.

       Settlement costs: Notice to Buyer: Buyer, at Buyer’s Expense, shall be
entitled to select its own Title Insurance Company, Settlement Company, Escrow
Company or title Attorney, Mortgage Company or Financial Institution as Defined
in the Financial Institutions Article, Annotated Code of Maryland. Buyer
acknowledges that a seller may not be prohibited from offering owner financing
as a condition of settlement.

4.      Apportionments and Adjustments. The Buyer/Seller shall pay/split all
settlement costs including but not limited to: all State and County Transfer Taxes; all
recordation taxes and/or revenue stamps; cost of recording Deed and Mortgage, all title
fees, judgment report and lien sheet fees; and such other fees as may be required to
complete Settlement.
        All real estate taxes, general or special, shall be adjusted as of the date of
Settlement. All encumbrances for liens, water and sewer charges, completed or
commenced on or prior to the date hereof, or subsequent thereto, whether assessments
have been levied or not as of the date of Settlement.
        All prepayments made or payments due under any continuing service contracts
affecting the Sale Property, including water, sewer, electric, gas and utility bills, parking,
garbage removal, and maintenance agreements shall be adjusted and apportioned as
of the Settlement and thereafter assumed by the Buyer.
        All other charges and fees customarily prorated and adjusted in similar
transactions shall be prorated at Settlement and thereafter assumed by the Buyer. In
the event that accurate prorations and other adjustments cannot be made at Settlement
because current bills or statements are not obtainable, the parties shall prorate on the
best available information, subject to adjustment upon receipt of the final bill or

5.      Insurance and Risk of Loss Pending Settlement. The Seller shall
immediately cause all fire and similar hazard insurance policies covering the Sale
Property to be endorsed to protect the parties hereto as their respective interest may
appear, and shall continue the insurance in force during the life of this Contract. The
risk of loss or damage to or destruction of the sale Property occurring prior to
Settlement shall be upon the Seller. In the event of destruction of or damage to the Sale
Property, the Seller shall promptly refund the Buyer’s Earnest Money Deposit and the

Buyer hereby assigns, without further acknowledgment, to the Seller all of the Buyer’s
interest in the proceeds of any insurance covering the damage or destruction. Upon
such fire or casualty, this Contract shall terminate as to the Sale Property and the
parties hereto shall be released from all further liability hereunder, at law and in equity.
The Seller shall promptly notify the Buyer of any damage to or destruction of any or all
of the Sale Property. Pending Settlement, the Seller shall use best efforts to keep the
Sale Property in its present state of condition and repair, reasonable wear and tear
       In the event it shall be determined by Buyer that the Sale Property is
inadequately insured by Seller, or if Seller is not able to obtain an endorsement naming
the Buyer as an additional insured, Buyer shall have the right, at Buyer’s option and
expense, to obtain such insurance or additional insurance as shall be satisfactory to the

6.    Settlement. At the time of Settlement, the following documents shall be
executed and delivered:
      a. Seller shall execute and deliver to Buyer a Deed for the Sale Property
           containing covenants of special warranty/or quit claim if subject to
           purchase and further assurances, which shall convey Fee Simple (or
           Leasehold) interest in the Sale Property to the Buyer.
      b. Upon payment as above provided of the unpaid purchase money, a deed for
           the Sale Property containing covenants of special warranty and Seller shall
           execute further assurances at Buyer’s expense, which shall convey the Sale
           Property to Buyer.
      c. In the event Seller is unable to give good and merchantable title or such as
           can be insured by a Maryland licensed title company, with Buyer paying not
           more than the rate as set by the Maryland Insurance Commissioner, Seller,
           at Seller’s expense shall have the option of curing any defect so as to
           enable Seller to give good and merchantable title or of paying any special
           premium on behalf of Buyer to obtain title insurance on the property to the
           benefit of Buyer.
      d. In the event Seller is unable to cure such title defects within said thirty (30)
           day period and is unable to obtain a policy of title insurance on the property
           to the benefit of Buyer by a Maryland licensed title company, Buyer shall
           have the option of taking such title as Seller can give, or being reimbursed
           for all Deposit monies paid by Buyer in sole satisfaction of any claim Buyer
           may have against Seller. In the latter event, there shall be no further liability
           or obligation on either of the parties hereto and this Contract shall become
           null and void and all Deposits hereunder shall be returned immediately to
      e. The parties shall execute and deliver such other documents as are
           reasonably required to consummate the transaction contemplated by this
           Contract including but not limited to the following:
                i. An assignment of all leases, service contracts and security deposits.
                   Such assignment shall contain an assumption by Buyer of Seller’s
                   obligations under the leases and service contracts.

                ii. To the extent assignable, an assignment of any existing certificates
                    of occupancy or other license issued by the applicable governmental
                    authorities with respect to Sale Property.

7.     Possession and AS-IS Condition of the Sale Property. Possession of the
Sale Property shall be given to the Buyer at Settlement. Seller may not negotiate new
leases or renew existing leases except on a month-to-month basis without Buyer’s
written consent. The Buyer expressly acknowledges that the Sale Property is being
sold in AS-IS, WHERE-IS condition WITH ALL FAULTS, conditions, or subject to
repairs as agreed to and without representation, warranties and without warranties as
to the suitability of the Sale Property for investment purposes or a return on investment.
This provision shall survive the execution and delivery of a deed and shall survive

8.      Seller’s Disclaimer of Representations and Warranties. The buyer
acknowledges and agrees that the Seller has not made, does not make and specifically
negates and disclaims any representations, warranties, promises, covenants,
agreements or guaranties of any kind or character whatsoever, whether express or
implied, oral or written, past, present, or future, of, as to concerning or with respect to
the value, nature, quality or condition of the Sale Property including but not limited to the
suitability of the Sale Property for any and all activities contemplated by the buyer, the
income or profit to be derived from the Sale Property, the manner, quality, state of
repair, lack of repair of the Sale Property; the operative or inoperative nature of the
electrical, heating, air condition (if any), plumbing and any other mechanical systems
and related equipment, appliances and smoke detectors(s) which may be a part of the
Sale Property, the manner or quality of the construction or materials incorporated in to
the Sale Property, and the existence or nonexistence of lead paint, asbestos, or other
hazardous substances in or at the Sale Property. This provision shall survive the
execution and delivery of a deed and shall survive closing.

Buyer acknowledges that there is a possibility that the Sale Property may contain lead
paint. Buyer further acknowledges that it has reviewed the lead paint warnings and
disclosure statements attached hereto for the Sale Property and agrees to execute such
documents prior to transfer of the Sale Property.

9.      Termite Inspection. Buyer, at Buyer’s expense is authorized to obtain a written
report from a Maryland licensed pest control company that, based on a careful visual
inspection, there is no evidence of termite or other wood-destroying insect infestation in
the residence and damage due to previous infestation has been repaired. If there is
evidence of present infestation as described above or if damage caused by present or
prior infestation is discovered, Seller shall have no liability whatsoever. Buyer shall then
have the option to pay for any termite treatment or repairs for damaged caused by
termite infestation; or, declare the contract null and void and with return of all Deposit

10.    Notices. Any notices required or permitted to be given by either party to the
other shall have been deemed to have been served when hand delivered, on the
following business day after the notice is deposited in the Untied States mail, postage
prepaid, registered or certified mail, and addressed to the parties as follows:
              For the Seller:

              For the Buyer:

Either party, by written notice to the other, may change its address to which notices are
to be sent.

11.     Breach of Contract and Default. The Buyer and Seller are required and agree
to make full Settlement in accordance with that terms of this Contract and acknowledge
that failure to do so constitutes a breach hereof. If Buyer fails to make full Settlement or
is in default due to Buyer’s failure to comply with the terms, covenants and conditions of
this Contract, the Deposit may be retained by Seller as liquidated damages and not as a
penalty. If Seller fails to make full Settlement or is in default due to Seller’s failure to
comply with the terms, covenants and conditions of this Contract, Buyer is entitled to
pursue such a claim for specific performance or request a return of its Deposit.

If either party defaults or is in breach of this Contract, the party committing the default or
breach, whether Buyer or Seller, will reimburse the non-defaulting party for reasonable
attorney’s fees incurred as a result of the default.

This contract contains the final and entire Contract between the parties and they shall
not be bound by any terms, conditions, statements or representation, oral or written, not
herein contained. Any subsequent amendment to this Contract shall be valid only if
executed in writing by the parties or their successors or assigns.

The headings in this Contract are for convenience of reference only and do not
constitute a part hereof.

This Contract shall be construed, interpreted and enforced according to the laws of the
State of Maryland, without regard to principles of conflict of laws.

Seller will allow Buyer and/or his inspectors complete access to the property for a whole
house inspection, a wood-destroying pest inspection, and any other inspections Buyer
deems necessary, all at Buyer’s expense. Buyer’s obligation to close is contingent upon
the results of these inspections being satisfactory to Buyer.

In the event it becomes necessary for either party hereto to file suit to enforce this
Contract or any provision contained herein, the party prevailing in such suit shall be
entitled to recover, in addition to all other remedies or damages, reasonable attorneys’
fees incurred in such suit.

This Contract has been executed first by buyer and shall be deemed a continuing offer
of Buyer to purchase the Sale Property from Seller, unless withdrawn, until
______________________. If not accepted by Seller by the aforementioned date and
time by delivery of a fully executed copy of this Contract to Buyer, then the offer and this
Contract shall automatically become null and void.

Electronic Delivery and Counterparts: The parties agree that this Contract shall be
deemed validly executed and delivered by a party if a party executes this Contract and
delivers a copy of the executed Contract to the other party by tele-fax or tele-copier
transmittal or via email using Adobe Acrobat PDF, and this Contract may be executed in
counterparts and when taken together shall constitute and bind the parties as if one
Contract had been executed.

      IN WITNESS WHEREOF, The parties hereto have duly executed this Contract of
Sale and affixed their seals as of the date and year first above written.


_________________           ________________________           _____________________
                            Seller – Print Name                Seller Signature

_________________           ________________________           _____________________
                            Seller – Print Name                Seller Signature

_________________           _________________________          _____________________
                            Buyer – Print Name                 Buyer Signature


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