Associated Auctioneers Inc

Associated Auctioneers Inc.

AUCTIONAGREEMENT OF SALE

THIS AGREEMENT OF SALE BY AUCTION (the Agreement), made this______day of ______, 2009by and between LA MAR-GATE, INC., a New Jersey Corporation(hereinafter Seller),

and

______

(hereinafter Buyer).

WITNESSETH:

Seller hereby agrees to sell and convey to Buyer who knowingly agrees to purchase, AT THE TIME OF AUCTIONall that certain lot, piece orparcel of ground (the land) together with the improvements thereon and all furniture, equipment andfixtures listed on Exhibit B (hereinafter collectively Equipment), situated in the City of Ventnor City,County of Atlantic, Stateof New Jersey and known as 111 South Little Rock Avenue, (Block 10, Lot 01) Ventnor City, New Jersey 08406.

Said lot, piece or parcel being more particularly described on Exhibit A and attached hereto and made a part hereof (the land, improvements, and the equipment are collectively referred to as the Property).

Purchase Price. The total consideration and purchase price (the “Purchase Price”), which Buyer agrees to pay Seller and which Seller agrees to accept for the property is ______($______), payable as follows:

Cash, Certified or cashiers check at signing of$ ______

this agreement (the Deposit)

Additional Deposit due within 72 hours of auction$______

(balance Ten Percent 10% of Purchase Price)

Cash, Certified or cashier’s check to title co$______

Or federally wired funds at settlement

TOTAL$______

Buyers Premium$______

In addition to the above agreed upon price the Buyer will pay a TenPercent (10%)Buyers Premium to Associated Auctioneers, Inc., at the time of Settlement.

All deposit funds shall be delivered to Associated Auctioneers, Inc., (hereinafter Agent) made payable to a reputable title insurance company of Buyer’s choice, which is licensed to conduct business in the State of New Jersey. Agent shall cause all deposit funds to be deposited in an interest bearing escrow account of said title insurance company until Settlement orupon Buyer’s default. Accrued interest shall be payable to Seller only and shall not be applied to the Purchase Price.

No Representation of Warranties by Seller. It is understood that the property is beingpurchased after an auction and the Buyer is the successful bidder. It is further understood thatBuyer has agreed to purchase the property after a full investigation at auction by Buyer and/or Buyer’sagents and is being sold in its present condition and without any representations or warranties asto its condition or use. The property is being sold WITH ALL FAULTS, AS IS, WHERE IS;and has been inspected by Buyer and/or Buyer’s duly authorized agents; that the property is andhas been purchased as a result of such inspection and not in reliance upon any representations,inducements,or promises, either oral or written, made by Seller, Seller’s attorneys, Agents or anyselling agent or other agent of Seller except as expressly stated in this agreement; Buyer acknowledges and recognizes the existence of an underground fuel storage tank on the property; and, Seller shall not be responsible or liable for any agreement, condition or stipulation except as set forth herein relating to or affecting the property. Transfer of Title shall be by Bargain and Sale Deed. It isfurther understood that this Agreement is subject to no contingencies including but not limited toany financing and mortgage contingency which Buyer hereby expressly waives, and that thisagreement obligates Buyer to purchase the property under the terms and conditions stated in thisagreement.

Encumbrances The property is to be conveyed free and clear of all liens and encumbrances, except the following; existing restrictions, easements of any kind, includingeasements of record, recorded agreements and covenants, zoning ordinances and regulations,statutes and/or ordinances now passed or which may hereafter be passed relating to the opening,closing, widening, narrowing, paving or changing the grade or public line of streets or directingother municipal improvements or restricting the use of the Property in any way, and privileges, licenses or rights of public utility and public service companies. If required by law, Seller shalldeliver to Buyer,on or before settlement, a certification from the appropriate municipal department ordepartments disclosing notice of any uncorrected violation of zoning, building,safety or fire ordinances.

Marketable Title. Title to the property, subject to the foregoing exceptions andlimitations set forth in Paragraph 3 hereof, shall be good and marketable and such as will beinsured at Buyer’s cost by a reputable Title Insurance Company licensed to do business in theState of New Jersey (the “Title Company”) at its usual and customary rates,otherwise, Buyer shallhave the option of either (i) taking such title as Seller can give withoutabatement of the Purchase Price or (ii) of being repaid all moneys paid on account by Buyer toSeller and there shall be no further liability or obligation by either of the parties hereunder andthis Agreement shall become null and void and of no force or effect, and all copies of thisAgreement shall be returned to Seller for cancellation.

Settlement. Settlement shall take place on Wednesday October 07, 2009, at 11:00AM at the Atlantic County, New Jersey office of the Title Company of Buyer’s choice, namely ______, located at ______.The dateand time of Settlement is hereby agreed to be of the essence of this Agreement. Should Buyer fail to make Settlement as provided herein, Seller may at its option retain all deposit funds as liquidated damages or seek any and all legal or equitable remedies available to Seller.

Prorations: In addition to any other provisions hereof with respect to the paymentof costs and expenses, Seller and Buyer agree to the following prorations andallocations of costs regarding this Agreement.

6.1 Title Insurance and Settlement Fee. Buyer will pay all costs ofthe Title Evidence (as hereinafter defined.), including any feescharged by Title Company for preparing the Title Commitment and forexamining title in connection therewith, and Buyer also will pay thepremium for the Title Policy.

6.2Transfer and Documentary Stamps and Taxes Buyer and Seller shallequally divide and payany transfer taxes on or with respect to the Deed to bedelivered by Seller under this Agreement.

6.3Real Estate Taxes and Special Assessments: Real Estate taxes payable

in the current calendar year, and installments of Special Assessments payable

therewith shall be prorated by Seller and Buyer as of Settlement.

6.4 Recording Costs: Buyer shall pay the costs of recording all documents if

any, necessary to place record title in Buyer.

6.5 Operating Costs: All operating costs of the Property shall be allocatedbetween Seller and Buyer as of Settlement, so that Seller pays that part of suchoperating costs payable before Settlement and Buyer pays that part of suchoperating costs payable from and after settlement.

6.6 Attorney’s fees: Each of the parties shall pay its or their ownattorney fees, except that a party defaulting under this Agreement will pay the reasonable attorney’s fees and court costs incurredby the non-defaulting party to enforce its or their rights regarding such default.

RISK OF LOSS. As of the date of this Agreement, and up to and including Settlement, if all or any part of the Property is damagedby fire, casualty, the elements or any other cause, BUYER HEREBY ASSUMES THE RISK OF LOSS. Seller shall promptly give notice toBuyer of such loss, this Agreement shall remain in effect, and the parties shall proceed to Settlement. Buyer, as its interests may appear, shall be entitled to recover from their own insurance policy for any lossthey may sustain under this clause. Seller and Buyer agree to cooperate with each other in seeking recovery of said insurance proceeds.

Condemnation. If prior to Settlement, eminent domain proceedings arecommenced against all or any substantial part (for purposes hereof, more than 10% of the landarea) of the property, Seller shall immediately give notice to Buyer of such fact and at Buyer’soption (to be exercised within fifteen (15) days after Sellers notice), this Agreement shallterminate in which event neither party will have any further rights or obligations under thisAgreement and the Deposit together with accrued interest if any shall be refunded to Buyer. IfBuyer shall fail to give such notice, or if the eminent domain proceedings do not affect asubstantial part of the Property, then there shall be no reduction in the Purchase Price, and Sellershall assign to Buyer at the Settlement all of Seller’s right, title and interest in and to any awardmade or to be made in the condemnation proceedings.

Assignment: Buyer and Seller have agreed that Buyer may not assign thisAgreement without the prior written approval of Seller.

Remedies: If Buyer defaults under this Agreement, Seller shall have the right to terminate this Agreement by giving written notice to Buyer. If Buyer fails to cure such default within ten (10) days after date such notice is given, this Agreement will terminate, and upon such termination Seller shall have the right to retain the Deposit and Additional Deposit, including accrued interest in any interest bearing escrow account(s) as liquidated damages, time being of the essence of this Agreement. In the event, at the time of Settlement, the Seller fails or is unable to cure any defects in title to or interest in the property and Buyer is unwilling to accept Title as Seller can give, Buyer or Seller may elect to cancel and terminate this Agreement and Buyer’s sole remedy shall be to receive the return of its Deposit and Additional Deposit.

Agreement Recording: This Agreement shall not be recorded in the Office forthe Recording of Deeds or in any other office or place of public record.

Agent’s Rights and Responsibilities: It is expressly understood, covenanted andagreed that:

12.1 Auctioneer is acting as Seller’s Agent only, and will in no event whatsoever beheld liable to either party for the performance of any term or covenant of this Agreement, or for damages for non-performance thereof, with the exception of Agents duties and responsibilities relating to the deposit funds delivered to Agent as stated in Paragraph 1 hereof.

12.2 The duties of Agent are only as herein specifically provided, andexcept for the provisions of Paragraph 12.7 hereof, are purelyministerial in nature, and Agent shall incur no liability whatever exceptfor willful misconduct or gross negligence, as long as Agent has actedin good faith.

12.3 In performance of its duties hereunder, Agent shall be entitled to relyupon any document, instrument or signatures believed by it to begenuine and signed by either of the other parties or their successors.

Agent may assume that any person purporting to give any notice orinstructions in accordance with the provisions hereof has been duly authorized to do so.

Any modification, cancellation or rescission of this Agreement shall notbind Agent unless in writing and signed by Seller and Buyer.

Seller and Buyer each acknowledge and agree with Agent that (1) Agentis not an expert in construction, engineering or environmental matters; and (2)has not made, has not been asked to make, and shall not make anyrepresentations or warranties with respect to, nor (unless otherwise agreed to in writing) conducted investigations of, the condition or suitability of the Propertyor any adjacent property, or the environmental condition or suitability of theProperty or any adjacent property.

The provisions of this paragraph 12 shall survive the termination of this Agreement.

Associated Auctioneers Inc., Compensation (Buyer’s Premium): Seller and Buyer acknowledge that Associated Auctioneers, Inc., is the sole, movingefficient and procuring cause of this sale and in consideration of its services in making this sale,Buyer hereby agrees to pay Associated Auctioneers, Inc., a Ten Percent 10% Buyer’s Premium (Ten Percent 10% of the Purchase Price) to be paid to Associated Auctioneers, Inc., at Settlement in accordance with the Real Estate Auction Terms and Contract Agreement executed by and between the Buyer and Associated Auctioneers, Inc., at or before the auction.

Notices: All notices to be given to Agent, Seller and/or to Buyer shall be mailed bycertified mail, return receipt requested or an overnight service with receipt asfollows:

Seller:______

______

Buyer:______

______

Agent:Associated Auctioneers, Inc.

2400 E. Tioga St.

Philadelphia, PA19134

With a copy to:

______

Binding Effect: This Agreement shall extend to and be binding upon and inure to theBenefit of the heirs, executors, administrators and successors of the parties hereto.

Controlling Law: This Agreement shall be construed and interpreted in accordance with the laws of the State of New Jersey.

Agent Disclosure:, . Associated Auctioneers, Inc., (“Agent”) hereby makes the following disclosures to Buyer (i) Agent is the Agent of Seller,not Buyer; (ii) Based on information received from municipality, the present zoning classification of the Propertyis ______.

FIRTA Certificate: Under Section 1445 of the Internal Revenue Code of 1986, asamended, and the regulations issued there under, Buyer is required to withhold up to ten percent(10%) of the Purchase Price of the Property unless the Seller provided Buyer with a “non-foreign certificate” indicating that Seller is not a foreign person for purposes of the InternalRevenue Code. Agent may be subject to liability if Seller issues a false “non-foreigncertificate.” Seller hereby agrees to indemnify and hold harmless Agent from liability for anytax, interest or other charge imposed upon Agent resulting from the actions of Seller.

Attorney Review:Seller and Buyer willingly agree that this Agreement is not subject to attorney review as it is aCommercial transaction and the form of Agreement has been supplied more than one (1) weekin advance to Buyer. Buyer warrants that it has had ample time for its lawyer andrepresentatives to review the Agreement and further represents and warrants that it is signingthis Agreement after such attorney review or waiver by Buyer of attorney review.

Buyer’s Premium: The Buyer of the property will pay Ten Percent (10%) BuyersPremium to Associated Auctioneers, Inc., at Settlement, in accordance with paragraph 16. above.

Entire Agreement Modification: This Agreement sets forth all the agreements,warranties, representations, understandings and promises between the parties hereto, and theparties are not bound by any agreements, undertaking or, conditions except as expressly setforth herein. All additions, variations or modifications to this Agreement shall be void andineffective unless in writing and signed by the parties.

IN WITNESS WHEREOF, the individual parties have hereunder duly set their handsand seals and the corporate parties hereto have caused these presents to be duly executed and their corporate seal to be duly attached by their proper officers thereunto dulyauthorized the day and year first written above.

SELLER:______

______

BUYER:______

______

AGENT:______

Weichert Realtors of Brigantine

Joseph Mirarchi, Esq.