NOTE: THIS IS AN INCOMPLETE VERSION OF THE UTAH REAL ESTATE PURCHASE
CONTRACT. KIRK MILLSON CAN PROVIDE YOU WITH A COMPLETE VERSION UPON
REQUEST.
 

OFFER TO PURCHASE

1. PROPERTY:  
also described as:  
City of  County of  State of Utah, ZIP  (the "Property").

1.1 Included Items. Unless excluded herein, this sale includes the following items if presently owned and attached to
the Property: plumbing, heating, air conditioning fixtures and equipment; ceiling fans; water heater; built-in
appliances; light fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and door screens; storm
doors and windows; window blinds; awnings; installed television antenna; satellite dishes and system; permanently
affixed carpets; automatic garage door opener and accompanying transmitter(s); fencing; and trees and shrubs.
The following items shall also be included in this sale and conveyed under separate Bill of Sale with warranties as to
title:

1.2 Excluded Items. The following items are excluded from this sale:

1.3 Water Rights. The following water rights are included in this sale:

2.3 Application for Loan.
(a) Buyer's duties. No lditional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice from the Lender that the Lender does
not approve the Loan (a "Notice of Loan Denial"), Buyer shall, no later than three calendar days thereafter, provide
a copy to Seller. Buyer or Seller may, within three calendar days after Seller's receipt of such notice, cancel this
Contract by providing written notice to the other party. In the event of a cancellation under this Section 2.3(b): (i) if
the Notice of Loan Denial was received by Buyer no later than the Loan Denial Deadline referenced in Section
24(d), the Earnest Money Deposit shall be returned to Buyer; (ii) if the Notice of Loan Denial was received by Buyer
after that date, the Earnest Money Deposit shall be released to Seller, and Seller agrees to accept as Seller's
exclusive remedy the Earnest Money Deposit as liquidated damages. A failure to cancel as provided in this Section
2.3(b) shall have no effect on the Financing Condition set forth in Section 2.2(a). Cancellation pursuant to the
provisions of any other section of this Contract shall be governed by such other provisions.
2.4 Appraisal Condition. Buyer's obligation to purchase the Property  IS  IS NOT conditioned upon the Property
appraising for not less than the Purchase Price. This condition is referred to as the "Appraisal Condition". If the
Appraisal Condition applies and the Buyer receives written notice from the Lender that the Property has appraised
for less than the Purchase Price (a "Notice of Appraised Value"), Buyer may cancel this Contract by providing a copy
of such written notice to Seller no later than three days after Buyer's receipt of such written notice. In the event of a
cancellation under this Section 2.4: (i) if the Notice of Appraised Value was received by Buyer no later than the
Appraisal Deadline referenced in Section 24(e), the Earnest Money Deposit shall be returned to Buyer; (ii) if the
Notice of Appraised Value was received by Buyer after that date, the Earnest Money Deposit shall be released to
Seller, and Seller agrees to accept as Seller's exclusive remedy, the Earnest Money Deposit as liquidated damages.
A failure to cancel as provided in this Section 2.4 shall be deemed a waiver of the Appraisal Condition by Buyer.
Cancellation pursuant to the provisions of any other section of this Contract shall be governed by such other
provisions.

3. SETTLEMENT AND CLOSING. Settlement shall take place on the Settlement Deadline referenced in Section
24(f), or on a date upon which Buyer and Seller agree in writing. "Settlement" shall occur only when all of the
following have been completed: (a) Buyer and Seller have signed and delivered to each other or to the
escrow/closing office all documents required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these documents (except for the proceeds of any
new loan) have been delivered by Buyer to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents have been delivered by Seller to
Buyer or to the escrow/closing office in the form of collected or cleared funds. Seller and Buyer shall each pay
one-half (½) of the fee charged by the escrow/closing office for its services in the settlement/closing process. Taxes
and assessments for the current year, rents, and interest on assumed obligations shall be prorated at Settlement as
set forth in this Section. Tenant deposits (including, but not limited to, security deposits, cleaning deposits and
prepaid rents) shall be paid or credited by Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(f), unless otherwise agreed to in writing by the
parties. Such writing could include the settlement statement. The transaction will be considered closed when
Settlement has been completed, and when all of the following have been completed: (i) the proceeds of any new
loan have been delivered by the Lender to Seller or to the escrow/closing office; and (ii) the applicable Closing
documents have been recorded in the office of the county recorder. The actions described in parts (i) and (ii) of the
preceding sentence shall be completed within four calendar days of Settlement.

4. POSSESSION. Seller shall deliver physical possession to Buyer within:   hours   days after closing;   Other
(specify)  

6. TITLE INSURANCE. At Settlement, Seller agrees to pay for a standard-coverage owner's policy of title insurance
insuring Buyer in the amount of the Purchase Price. Any additional title insurance coverage shall be at Buyer's
expense.

7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced in Section 24(b), Seller shall
provide to Buyer the following documents which are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to environmental problems and building or
zoning code violations; and
(e) Other (specify)  

8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's obligation to purchase
under this Contract (check applicable boxes):
(a)  IS  IS NOT conditioned upon Buyer's approval of the content of all the Seller Disclosures referenced in Section 7;
(b)  IS  IS NOT conditioned upon Buyer's approval of a physical condition inspection of the Property;
(c)  IS  IS NOT conditioned upon Buyer's approval of a survey of the Property by a licensed surveyor ("Survey");
(d)  IS  IS NOT conditioned upon Buyer's approval of the cost, terms and availability of homeowner's insurance
coverage for the Property;
(e)  IS  IS NOT conditioned upon Buyer's approval of the following tests and evaluations of the Property: (specify)

If any of the above items are checked in the affirmative, then Sections 8.1, 8.2, 8.3 and 8.4 apply; otherwise, they do
not apply. The items checked in the affirmative above are collectively referred to as the "Evaluations & Inspections."
Unless otherwise provided in this Contract, the Evaluations & Inspections shall be paid for by Buyer and shall be
conducted by individuals or entities of Buyer's choice. Seller agrees to cooperate with the Evaluations & Inspections
and with the walk-through inspection under Section 11.
8.1 Evaluations & Inspections Deadline. No later than the Evaluations & Inspections Deadline referenced in Section
24(c) Buyer shall: (a) complete all Evaluations & Inspections; and (b) determine if the Evaluations & Inspections are
acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations & Inspections are unacceptable, Buyer may,
no later than the Evaluations & Inspections Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Earnest Money Deposit shall be released to Buyer; or (b) provide Seller with written notice of
objections.
8.3 Failure to Respond. If by the expiration of the Evaluations & Inspections Deadline, Buyer does not: (a) cancel
this Contract as provided in Section 8.2; or (b) deliver a written objection to Seller regarding the Evaluations &
Inspections, the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer and Seller shall have seven calendar
days after Seller's receipt of Buyer's objections (the "Response Period") in which to agree in writing upon the
manner of resolving Buyer's objections. Except as provided in Section 10.2, Seller may, but shall not be required to,
resolve Buyer's objections. If Buyer and Seller have not agreed in writing upon the manner of resolving Buyer's
objections, Buyer may cancel this Contract by providing written notice to Seller no later than three calendar days
after expiration of the Response Period; whereupon the Earnest Money Deposit shall be released to Buyer. If this
Contract is not canceled by Buyer under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.

10. SELLER WARRANTIES AND REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the Property and will convey good and
marketable title to Buyer at Closing by general warranty deed. Buyer agrees, however, to accept title to the Property
subject to the following matters of record: easements, deed restrictions, CC&R's (meaning covenants, conditions
and restrictions), and rights-of-way; and subject to the contents of the Commitment for Title Insurance as agreed to
by Buyer under Section 8. Buyer also agrees to take the Property subject to existing leases affecting the Property
and not expiring prior to Closing. Buyer agrees to be responsible for taxes, assessments, homeowners association
dues, utilities, and other services provided to the Property after Closing. Except for any loan(s) specifically assumed
by Buyer under Section 2.1(c), Seller will cause to be paid off by Closing all mortgages, trust deeds, judgments,
mechanic's liens, tax liens and warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the following condition ON THE DATE SELLER
DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal belongings. Any Seller or tenant
moving-related damage to the Property shall be repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and fixtures, and the appliances and fireplaces
will be in working order and fit for their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable permits, and shall be in working order
and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the same general condition as they were on
the date of Acceptance.
10.3 Home Warranty Plan. The "Home Warranty Plan" referenced in this Section 10.3 is separate from the
warranties provided by Seller under Sections 10.1 and 10.2 above. (Check applicable boxes):
A one-year Home Warranty Plan  WILL  WILL NOT be included in this transaction. If included, the Home Warranty
Plan shall be ordered by   Buyer   Seller and shall be issued by a company selected by   Buyer   Seller. The cost of
the Home Warranty Plan shall not exceed $  and shall be paid for at Settlement by   Buyer   Seller.

11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable notice and at a reasonable
time, conduct a "walk-through" inspection of the Property to determine only that the Property is "as represented,"
meaning that the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are respectively present,
repaired/changed as agreed, and in the warranted condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer (and Lender if applicable), escrow an
amount at Settlement to provide for the same. The failure to conduct a walk-through inspection, or to claim that an
item is not as represented, shall not constitute a waiver by Buyer of the right to receive, on the date of possession,
the items as represented.

12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance until the date of Closing,
none of the following shall occur without the prior written consent of Buyer: (a) no changes in any existing leases
shall be made; (b) no new leases shall be entered into; (c) no substantial alterations or improvements to the
Property shall be made or undertaken; and (d) no further financial encumbrances to the Property shall be made.

13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership, trust, estate, limited liability company,
or other entity, the person executing this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.

14. COMPLETE CONTRACT. This Contract together with its addenda, any attached exhibits, and Seller Disclosures,
constitutes the entire Contract between the parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties. This Contract cannot be changed
except by written agreement of the parties.

24. CONTRACT DEADLINES. Buyer and Seller agree that the following deadlines shall apply to this Contract:

(a) Loan Application & Fee Deadline             OR    (Date)
(b) Seller Disclosure Deadline             OR    (Date)
(c) Evaluations & Inspections Deadline             OR    (Date)
(d) Loan Denial Deadline             OR    (Date)
(e) Appraisal Deadline             OR    (Date)
(f) Settlement Deadline             OR    (Date)
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Kirk Millson
Plumb & Co.
801.419.8912
kirk@sugarhouseutah.com
Salt Lake Real
Estate Contact
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Kirk Millson     Kirk@SugarHouseUtah.com     801-419-8912
Plumb & Co. Realtors  1001 E. 2100 South  Salt Lake City, Utah  84106
©2007  Kirk Millson