CONTRACT OF PURCHASE AND SALE

PARKWAY INDUSTRIAL PARK CONTRACT OF PURCHASE AND SALE Prepared By______________________________________________ THIS OFFER to enter into a binding contract of purchase and sale is made ___________, 20___by________________________________________ and ____________________________________________________________ (the APurchaser@) having an address and telephone number of The Purchaser, having inspected the real property (the “Property”) located at 2041 Boxwood Road, Nanaimo, BC and shown and designated as Lot____ on the lot plan attached hereto being part of a subdivision (the “Subdivision”) from lands known as PID: 005-058-937,That part of section 16, Range 7, Mountain District, Lying to the South and West of the Island Highway, Except plans 7143 and VIP56370 and Except Part lying to the North of a Boundary Parallel to and Perpendicularly Distant 66 Feet from the Northerly Boundary of said Section and the West of the Westerly Boundary of said Plan 7143 and Except part in Plan VIP57843 and VIP61143 hereby offers to purchase the Property from the owners thereof (the AVendor@) for the price and on the terms and subject to the conditions set out below, namely: PURCHASE PRICE: The purchase price shall be Dollars ($ follows: (a) Payable as a deposit (the “Deposit”) the sum of Cash on completion (subject to adjustments) 1. ) payable as $ $ (b) TOTAL $ The Purchaser will pay Goods and Services Tax on the Purchase Price to the Vendor on closing or, if the Purchaser is a Goods and Services Tax Registrant, the Purchaser may account for Goods and Service Tax by GST Election and the Purchaser will report same to Canada Revenue Agency. If an Election is to be made, the Purchaser will provide the Vendor with a certificate confirming the Election will be made and providing -1- the Vendor with the Purchaser’s Goods and Services Tax number. The Deposit shall be paid by the Purchaser by way of cheque made payable to the Vendor’s Realtor Royal LePage, Parksville Realty (the “Stakeholder”). The Deposit shall be dealt with as follows: At such time as the Deposit is delivered to the Stakeholder, the Stakeholder will cause same to be deposited in a trust account with a Canadian Chartered Bank or Trust Company or Credit Union authorized to carry on business in British Columbia. If the Purchaser completes the purchase of the Property on the terms and conditions herein contained, then the Deposit shall form part of and be applied to the Purchase Price and be paid by the Stakeholder to the Vendor (and/or be applied to any real estate commission due to the Stakeholder). If the Purchaser fails in its obligation to complete the purchase of the Property on the terms and conditions herein contained, then the Purchaser will sign a release in order that the Deposit thereon shall be paid by the Stakeholder to the Vendor. The payment of the Deposit or any portion thereof to the Vendor in accordance with the provisions hereof shall not preclude any further claims or remedies by the Vendor against the Purchaser arising pursuant hereto and shall not be deemed to be all inclusive of liquidated damages. 2. TITLE: The title shall be free and clear of all encumbrances except existing restrictions, exceptions and conditions reserved in favour of the Crown, registered restrictive covenants and rights of way in favour of utilities and public authorities, statutory building schemes, building, zoning and other municipal or government restrictions, Undersurface Rights M76301, Easement 408821G, Right of Way J59272, Covenant EJ39785, Covenant EJ56622, Statutory Right of Way ET24556 and like charges and encumbrances as may be required by governmental officials as part of the subdivision process and a Statutory Building Scheme to be registered by the Vendor prior to closing. If the Vendor has existing financial encumbrances to clear from the title, the Vendor may wait to pay and discharge same until immediately after receipt of the sales proceeds. In such event, however, the Purchaser shall pay the sales proceeds to a lawyer or notary in trust, on undertakings to pay and discharge the financial encumbrances, and the balance, if any shall be paid to the Vendor. 3. COMPLETION: The sale shall be completed on or before the day which is the tenth business day after title to the Property is issued at the Victoria Land Title Office (the “Completion Date”). Tender or payment of monies by the Purchaser to the Vendor shall be by certified cheque, bank draft or lawyer=s or notary=s trust cheque. All documents required to give effect to this contract shall be delivered before the Completion Date and shall be, where necessary, in a form acceptable for registration in -2- the Victoria Land Title Office. Time is of the essence and unless the balance of the cash payment is paid and such formal agreement to pay the balance as may be necessary is entered into on or before the Completion Date, the Vendor may, at the Vendor=s option, terminate this contract and in such event the amount paid by the Purchaser will be absolutely forfeited to the Vendor on account of damages, without prejudice to the Vendor=s other remedies. If the Purchaser is relying upon a new mortgage to finance the purchase of the Property, the Purchaser, while still required to pay the Purchase Price on the Completion Date, may wait to pay the net proceeds of such mortgage to the Purchaser=s solicitor until after the transfer and the new mortgage documents have been lodged for registration in the Victoria Land Title Office, but only if, before such lodging, the Purchaser has: a) made available for tender to the Vendor that portion of the Purchase Price due on completion less the net proceeds of the new mortgage, and b) fulfilled all of the new mortgagee=s conditions for funding except lodging of the mortgage for registration, and c) made available to the Vendor a lawyer=s or notary=s undertaking to pay the balance due on completion upon the lodging of the transfer and new mortgage documents and the advance by the mortgagee of the mortgage proceeds. If the Subdivision has not been completed on or before June 30, 2010, this Contract of Purchase and Sale will be null and void and the Deposit shall be returned to the Purchaser. 4. ADJUSTMENTS: The Purchaser will assume and pay all taxes, rates, local improvement assessments, utilities and other charges from and including the day following the Completion Date, (the “Adjustment Date”) from which date all adjustments both incoming and outgoing of whatsoever nature will be made and the Vendor shall pay all such charges to such date. The balance of the Purchase Price due on Completion shall reflect such adjustments. 5. COSTS: The Purchaser will bear all costs of the conveyance and, if applicable, the costs related to arranging a mortgage; and the Vendor will bear all costs of clearing the title. 6. POSSESSION: The Purchaser will have vacant possession of the Property at 12:00 noon on the day following the Completion Date (the APossession Date@) 7. RISK: The Property and all other items included in the Purchase Price will be and remain at the risk of the Vendor until 12:01 a.m. on the Completion Date. After that time, the Property and all included items will be at the risk of the Purchaser. 8. INCLUDED ITEMS: The Purchase Price includes a bare industrial lot serviced to or about the lot line by water, sewer, gas and hydro services. 9. CONDITIONS: In addition to all other conditions contained herein, the Purchaser is submitting this offer on the following express conditions, which conditions the Vendor -3- by accepting this offer warrants and represents to be true, namely: (a) (b) The Property is subject to the payment of GST on sale. The Vendor is not now nor will 60 days after Possession Date be a nonresident of Canada within the meaning of the Income Tax Act of Canada nor is the Vendor the agent or trustee for anyone with an interest in the Property who is or will, 60 days from the Possession Date, be a nonresident of Canada within the meaning of the Income Tax Act of Canada. The attached Property Condition Disclosure Statement Dated , 200 is true and correct and is incorporated into this contract and forms an integral part thereof. This Contract of Purchase and Sale is subject to: (c) (d) (e) The foregoing condition or conditions are for the sole benefit of the Purchaser. Each condition contained in this agreement is for the sole benefit of the party indicated, where so indicated and unless each condition is waived or declared fulfilled by written notice given by the benefiting party to the other party on or before the date specified for each condition, this contract will thereupon be terminated and any deposit paid hereunder shall be immediately returned. 10. OPTION TO TERMINATE: In consideration of the sum of $10.00 now paid by the Vendor to the Purchaser, the receipt and sufficiency of which are hereby acknowledged by the Purchaser, the Purchaser and the Vendor acknowledge that the Subdivision may prove logistically or economically prohibitive for the Vendor in the Vendor’s absolute discretion. Accordingly, the Vendor may elect at any time up to June 30, 2009 not to proceed with the Subdivision. If the Vendor chooses not to proceed with the Subdivision, the Vendor shall give notice thereof to the Purchaser and return the Deposit to the Purchaser with the notice of election not to proceed and thereafter this Contract of Purchase and Sale shall be null and void. 11. GENERAL: There are no warranties, representations, guarantees, promises, or agreements other than those set out herein, all of which shall survive the completion of the sale contemplated herein. Any reference to a party in this contract includes that party=s heirs, executors, administrators, and assigns and the singular includes the plural and the -4- feminine includes the masculine. The words “Business Day” mean a day on which the Victoria Land Title Office is open for business. 12. TIME FOR ACCEPTANCE: This offer (or counter-offer, as the case may be) is open for acceptance until____________ o=clock _____m on _____________ 20__ and upon acceptance thereto in writing with notification to the other party of such acceptance. THIS CONTRACT SHALL BE A BINDING CONTRACT OF PURCHASE AND SALE ON THE TERMS AND CONDITIONS SET OUT HEREIN. Purchaser Print name Witness Purchaser Print name Witness THE VENDOR HEREBY ACCEPTS THE ABOVE OFFER _______________________, 20_____, acknowledges receipt of the deposit, and agrees to complete the sale on the terms and conditions set out herein. Henry Rempel Vendor Mary Anne Rempel Vendor _____________________ Witness _____________________ Witness CONVEYANCING INFORMATION: Name of purchaser=s lawyer/notary Phone Address Marshall & Lamperson Name of vendor=s lawyer/notary (250) 752-5615 Phone P.O. Box 879, 710 Memorial Avenue, Qualicum Beach, BC V9K 1T2 Address -5- H:\Ronni\2008\Rempel 10220\K Purch-Sale.doc SCHEDULE “A” 6