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Utah-St. George-1450 South Hilton Drive Real Estate Purchase Contract [Amendment No. 1] - East Bay Lodging Associates Ltd., Wade Cook Seminars Inc. and St. George Inn LC

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                          ADDENDUM #1/COUNTEROFFER #___
                                       TO
                          REAL ESTATE PURCHASE CONTRACT

This is an  ADDENDUM/COUNTER  OFFER to the Real Estate  Purchase  Contract  (the
"Contract") with an Offer Reference date of ____________,  19___,  including all
addenda and counter offers between Glen  Overton\East Bay Lodging,  as Buyer and
St. George Inn L.C., as Seller  concerning  the property known as Hilton Inn and
the adjacent Service Station as more specifically described in the Contract.

The following terms are hereby incorporated as part of the Contract,  and to the
extent those terms modify or conflict with any provisions of the Contract, those
terms shall  control.  All other terms of the Contract not modified shall remain
the same. The term "Real Estate Purchase  Contract" shall be deemed to include a
Deposit Receipt, Earnest Money Contract, or any similar document.

1. In house guest ledger shall belong to Seller through September 30, 1997.

2.  Seller and Buyer will go through  accounts,  receipts  and any  account  not
longer than 30 days old Buyer will purchase.

3. All prepaid  insurance  supplies and rents will be  purchased  from Seller at
face value.

4. Employees vacation pay will be pro-rated as of the 30th of September.

5. Seller  will  provide  Buyer with all  information  concerning  environmental
conditions  of the  subject  properties  within  15 days of  acceptance  of this
agreement.

6. Buyer  understands and acknowledges  that Hilton  Corporation has told Seller
that they  intend to cancel  franchise  unless  Seller is  capable of and Hilton
Corp. accepts construction changes to meet Hilton ____ on Inn standards.

7. Buyer will  accommodate  Seller in a 103' exchange  which may at Sellers sole
option extend the closing date.

8. Earnest Money will be given to Seller and will become HARD and non-refundable
five (5) days prior to Buyer taking  possession.  All contingencies will have to
be removed  prior to  possession  and  Earnest  Monies  going hard and  becoming
non-refundable.

9. Any update of the survey will be the cost of the Buyer.

10. Existing  management contract will be canceled 30 days from Seller receiving
receipt of the non-refundable Earnest Money.

11.  Buyer  to pay  all  hotel  cost  associated  with  the  property  as of the
possession date, i.e.,  existing debt,  utilities,  etc. Prorations will be from
possession date.



[ ]Seller [ ] Buyer shall have until  ________ [ ] A.M. [ ] P.M.  Mountain Time,
8/26,  1997 to accept these terms in accordance with Section 23 of the Contract.
Unless so accepted, this offer shall lapse.

Seller: /s/ [Illegible]                    Purchaser:                        
        ----------------------                        --------------------------


<PAGE>


                U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
                              SETTLEMENT STATEMENT



                                   Page 1 of 3




<PAGE>


                U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
                              SETTLEMENT STATEMENT



                                   Page 2 of 3





<PAGE>


                U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
                              SETTLEMENT STATEMENT



                                   Page 3 of 3



<PAGE>





                              ST. GEORGE INN, L.C.

                                    * * * * *

                        EAST BAY LODGING ASSOCIATES, LTD.











                                                               File No.  D205457


<PAGE>


                            THANK YOU FOR YOUR ORDER




THIS DOCUMENT HAS BEEN PREPARED FOR:

         Victor M. Kimball
         Kimball Investment Company
         8 East Broadway, Suite 200
         Salt Lake City, Utah  84111

         Mark Brown
         Bullock Brothers Engineering
         91 West 1470 South, Suite 102
         St. George, Utah  84770

         Mary Lou Webster
         Associated Title Company
         560 South 300 East
         Salt Lake City, Utah  84111


REFERENCE:

         EAST BAY LODGING ASSOCIATES, LTD.
         Property Address:
         1450 South Hilton Drive
         St. George, Utah  84770


ESTIMATED TITLE FEES:

         FAM Extended Owner's Policy $4,050,000.000                   $12,670.00
                                                                      ----------
                                                         Total        $12.670.00


                                    * * * * *

                      PLEASE DO NOT PAY FROM THIS ESTIMATE.
                             AN INVOICE WILL FOLLOW.


                      Please refer to our File No. D205457

                            ASSOCIATED TITLE COMPANY
                               560 SOUTH 300 EAST
                         SALT LAKE CITY, UTAH 84111-3509
                              Phone (801) 578-8888
                               Fax (801) 578-8844


<PAGE>


                                   SCHEDULE A


                                                                File No. D205457


1.   Effective Date: August 28, 1997 at 8:00 A.M.

2.   Policy to be issued:

     "ALTA" Extended Owner's Policy                             $4,050,000.00
     (10/17/92)

     Proposed Insured:

          EAST BAY LODGING ASSOCIATES, LTD.


3.   The  estate  or  interest  in the land  described  or  referred  to in this
     Commitment and covered herein is:

          Fee Simple

4.   Title to the estate or interest  covered  herein is at the  effective  date
     hereof vested in:

          ST. GEORGE INN, L.C. - as to Parcel 1

          ST. GEORGE INN, L.C., a Utah limited  liability company - as to Parcel
          2

5.   The land  referred to in this  Commitment is situated in the State of Utah,
     County of Washington and is described as follows:

          PARCEL 1:

          BEGINNING  at a point South  0(degree)48'46"  East 4.86 feet along the
          section line from the  Northwest  corner of the  Southwest  1/4 of the
          Southwest 1/4 of Section 31,  Township 42 South,  Range 15 West,  Salt
          Lake Base and Meridian, and running thence North 89(degree)12'12" East
          606.76 feet to the West line of the 1-15  frontage road and a point on
          a  curve  to  the  right,   the   radius   point  of  which  is  South
          73(degree)30'44"  West 1349.86 feet; thence  Southeasterly 362.02 feet
          along the arc of said curve and the West line of said  frontage  road;
          thence  South   89(degree)00'06"   West  108.06  feet;   thence  South
          0(degree)59'54"  East 146.73 feet to a point on the North line of 1470
          South Street; thence North 89(degree)03'46" West 336.62 feet





                                       -1-


<PAGE>


                                   SCHEDULE A



          along  the   North   line  of  1470   South   Street;   thence   North
          0(degree)48'46" West 160.72 feet; thence South  89(degree)02'33"  West
          16.52 feet; thence North 1(degree)27'42" West 17.58 feet; thence South
          88(degree)32'18"  West 8.44 feet;  thence North  0(degree)58'28"  West
          36.63 feet;  thence  South  89(degree)10'12"  West 93.07 feet;  thence
          South  0(degree)53'46"  East 6.64 feet; thence North  89(degree)03'46"
          West 94.63 feet to a point on the West line of said Section 31; thence
          North 0(degree)48'46" West 283.39 feet to the point of BEGINNING.


          PARCEL 2:

          BEGINNING  at a point on the North  line of 1470  South  Street,  said
          point being North  0(degree)48'46"  West 838.26 feet along the section
          line and South 89(degree)03'46" East 549.62 feet along said North line
          of street from the Southwest  corner of Section 31, Township 42 South,
          Range 15 West,  Salt Lake Base and Meridian,  and running thence North
          0(degree)59'54" West 146.73 feet; thence North  89(degree)00'06"  East
          108.06 feet to the West line of the 1-15  frontage road and a point on
          the  curve  to  the  right,   the  radius  point  of  which  is  South
          88(degree)52'42" West 1349.86 feet; thence Southerly 101.54 feet along
          the arc of said  curve  and the West line of said  frontage  road to a
          point on a compound  curve to the right,  the radius point of which is
          North  72(degree)14'59"  West 79.89 feet; thence  Southwesterly  65.99
          feet  along the arc of said curve to a point on the North line of 1470
          South Street;  thence North 89(degree)03'46 West 61.24 feet along said
          North line of street to the point of BEGINNING.


          For Information Purposes Only:
          Property Address:
          1450 South Hilton Drive
          St. George, Utah  84770



                                       -2-


<PAGE>


                                  SCHEDULE B-1
                                 (Requirements)


                                                                File No. D205457



The following are the requirements to be complied with:

1.   Payment to, or for the account  of, the sellers or  mortgagors  of the full
     consideration for the estate or interest to be insured.

2.   Instruments  in insurable  form which must be executed,  delivered and duly
     filed for record.

3.   NOTE:  The Company  hereby  reserves  the right to add  additional  special
     exceptions to coverage and/or  requirements  for the issuance of any policy
     pursuant  to this  commitment  upon its receipt of  additional  information
     including, but not limited to, any items hereinbelow.

4.   In the event that Exception No. 4, Schedule B-2 of this Commitment is to be
     deleted in any Policy issued pursuant hereto,  the Company will require the
     following:

          Delivery to and approval by the Company of a survey  plat,  based on a
          survey made in accordance with "Minimum  Standard Detail  Requirements
          for Land Title Surveys",  jointly  established and adopted by ALTA and
          ACSM in 1992.

5.   Approval  by  the  Company's   Underwriter  of  the  contents   hereof  and
     satisfaction of any conditions or requirements imposed thereby.

6.   Reconveyance  of Trust  Deed,  clearing  Schedule  B-2,  Exception  No. 11,
     attached hereto.

7.   Reconveyance  of Trust  Deed,  clearing  Schedule  B-2,  Exception  No. 12,
     attached hereto.

8.   Termination of UCC-1 Financing Statement,  clearing Schedule B-2, Exception
     No. 13, attached hereto.



                                       -3-


<PAGE>


                                  SCHEDULE B-1
                                 (Requirements)


9.   Termination of Easement,  clearing Schedule B-2, Exception No. 17, attached
     hereto.

10.  Delivery  to and  approval  by the  Company  of a survey  plat,  based on a
     survey,  made in accordance with "Minimum Standard Detail  Requirements for
     Land Title  Surveys,"  jointly  established and adopted by ALTA and ACSM in
     1992.

11.  Articles of Organization and Operation Agreement and any amendments thereto
     for ST. GEORGE INN. L.C., a limited liability company.

12.  Copy of  Partnership  Agreement  for  EAST  BAY  LODGING  ASSOCIATES,  LTD.
     designating  therein the partners authorized to execute appropriate closing
     documents.

13.  A Deed for ST.  GEORGE  INN,  L.C.  vesting  fee  simple  title to EAST BAY
     LODGING ASSOCIATES, LTD.






                                       -4-


<PAGE>


                                  SCHEDULE B-2
                                  (Exceptions)

                                                                File No. D205457


The policy or policies to be issued will  contain  exceptions  to the  following
unless the same are disposed of to the satisfaction of the Company.

1.   Taxes or  assessments  which are not shown as existing liens by the records
     of any taxing  authority  that levies taxes or assessments on real property
     or by the public records.

2.   Any facts, rights,  interests,  or claims which are not shown by the public
     records but which could be  ascertained by an inspection of said land or by
     making inquiry of persons in possession thereof.

3.   Easements,  claims of easement or  encumbrances  which are not shown by the
     public records.

4.   Discrepancies,   conflicts   in   boundary   lines,   shortage   in   area,
     encroachments,  or any other facts which a correct  survey would  disclose,
     and which are not shown by the public records.

5.   Unpatented mining claims;  reservations or exceptions in patents or in Acts
     authorizing the issuance thereof; water rights, claims or title to water.

6.   Any lien, or right to a lien, for services,  labor or material  theretofore
     or hereafter furnished, imposed by law and not shown by the public records.

7.   Defects,  liens,  encumbrances,  adverse claims or other  matters,  if any,
     created,  first appearing in the public records or attaching  subsequent to
     the effective  date hereof but prior to the proposed  insured  acquiring of
     record for value the estate or interest or mortgage thereon covered by this
     commitment.

          (THE FOLLOWING AFFECTS ALL OF PARCEL 1)

8.   Taxes for the year 1997 are now accruing as a lien, but are not yet due and
     payable.  Taxes for the year 1996  were paid in the  amount of  $36,459.91.
     (Tax Parcel No. SG-5-2-31-33421).




                                       -5-


<PAGE>


                                  SCHEDULE B-2
                                  (Exceptions)


          (THE FOLLOWING AFFECTS ALL OF PARCEL 2)

9.   Taxes for the year 1997 are now accruing as a lien, but are not yet due and
     payable. Taxes for the year 1996 were paid in the amount of $1,496.87. (Tax
     Parcel No. SG-5-2-31-3347).

          (THE  FOLLOWING  AFFECTS ALL OF THE SUBJECT  PROPERTY,  TOGETHER  WITH
          OTHER PROPERTY)

10.  Said  property is located  within the  boundaries of St. George City and is
     subject to charges and assessments levied thereunder. 801-634-5800.

          (THE  FOLLOWING  AFFECTS A PORTION  OF PARCEL 1,  TOGETHER  WITH OTHER
          PROPERTY)

11.  Trust Deed securing an  indebtedness  of the amount stated  therein and any
     other amounts payable under the terms thereof:

          Dated                  August 15, 1985
          Trustor                THE COURT CLUB LTD., a Utah limited partnership
          Amount                 $4,500.00
          Trustee                DIXIE TITLE COMPANY
          Beneficiary            JOHN MORGAN, JR.
          Recorded               August 28, 1985
          Entry No.              280811
          Book                   386
          Page                   496

          (THE FOLLOWING AFFECTS A PORTION OF PARCEL 1)

12.  Trust Deed and Security  Agreement  with  Assignment  of Rents  securing an
     indebtedness  of the amount stated  therein and any other  amounts  payable
     under the terms thereof:

          Dated                  May 21, 1993
          Trustor                ST. GEORGE INN. L.C
          Amount                 $1,264,320.00; $535,680.00; $200,000.00
          Trustee                ZIONS FIRST NATIONAL BANK, a national
                                   association



                                       -6-


<PAGE>


                                  SCHEDULE B-2
                                  (Exceptions)


          Beneficiary            ZIONS FIRST NATIONAL BANK, a national
                                   association
          Recorded               May 25, 1993
          Entry No.              434327
          Book                   729
          Page                   824

          (THE  FOLLOWING  AFFECTS A PORTION  OF PARCEL 1,  TOGETHER  WITH OTHER
          PROPERTY)

13.  UCC-1 Financing  Statement with a schedule  attached  thereto,  executed by
     UTAH  RESOURCES  INTERNATIONAL  INC.,  as Debtor,  in favor of ZIONS  FIRST
     NATIONAL  BANK, as Secured Party,  regarding  certain rights and collateral
     associated with the subject property,  recorded July 01, 1996, as Entry No.
     537045, in Book 1015, at Page 283, Washington County Recorder's Office.

          (THE FOLLOWING AFFECTS ALL OF PARCEL 2)

14.  Terms and conditions of that certain Deed of Dedication, dated December 21,
     1981,  by  SERVICE   STATION   LIMITED   PARTNERSHIP  #2,  a  Utah  limited
     partnership,  wherein the  following  described  parcel was dedicated for a
     public street:

          BEGINNING at the  Southeast  corner of the  Grantor's  property,  said
          corner being South 00(degree)48'46" East along the section line 492.79
          feet and South  89(degree)03'46"  East 626.62 feet from the  Northwest
          corner  of the  Southwest  1/4 of the  Southwest  1/4 of  Section  31,
          Township 42 South,  Range 15 West,  Salt Lake Base and  Meridian,  and
          running thence North  89(degree)03'46" West 15.76 feet to a point on a
          79.89  foot  radius  curve  to the  left  (radius  point  bears  North
          24(degree)55'22"  West);  thence  Northeasterly  along the arc of said
          curve 66.01 feet to a point of cusp with a 1349.86  foot radius  curve
          to the right (radius point bears South 86(degree)48'41"  East); thence
          Southerly  along the arc of said curve 5.88 feet to the East corner of
          the Grantor's property;  thence South 31(degree)46'14" West 50.00 feet
          to the point of BEGINNING.

     Said Deed of Dedication contains the following paragraph:

          Adjoining land owned by the limited partnership shall be available for
          property drainage, if necessary,  but no soil or dirt shall be removed
          or otherwise  altered or modified any  construction  undertaken by the
          City of St. George on the described land and dedicated herewith.



                                       -7-


<PAGE>


                                  SCHEDULE B-2
                                  (Exceptions)


     Said Deed of Dedication recorded February 01, 1982, as Entry No. 235143, in
     Book 304, at page 852, Washington County Recorder's Office.

          (THE FOLLOWING AFFECTS A PORTION OF PARCEL 1)

15.  Right of Way and  Easement  Grant,  dated  October  19,  1988,  in favor of
     MOUNTAIN FUEL SUPPLY  COMPANY,  a Corporation of the State of Utah, a right
     of way and easement 16.0 feet in width to lay, maintain,  operate,  repair,
     inspect,  protect,  remove and replace pipe lines,  valves, valve boxes and
     other gas transmission and  distribution  facilities,  through and across a
     portion of the subject property, more particularly described as follows:

          Land of the Grantor  located in the  Southwest  quarter of Section 31,
          Township 42 South,  Range 15 West,  Salt Lake Base and  Meridian,  the
          center line of said right of way and easement shall extend through and
          across the above described land and premises as follows, to-wit:

          BEGINNING at a point  located on the North right of way line of Hilton
          Drive;  thence  North  830.91  feet  and  East  430.55  feet  from the
          Southwest corner of said Section 31; thence North 0(degree)56'14" East
          210.00 feet.

     Said Right of Way and Easement  Grant  recorded  January 20, 1989, as Entry
     No. 343113, in Book 510, at Page 161, Washington County Recorder's Office.

          (THE FOLLOWING AFFECTS A PORTION OF PARCEL 1)

16.  Easement  for a 15.0 foot wide sewer line as disclosed by that certain Quit
     Claim Deed, dated November 08, 1993, by and between THE CITY OF ST. GEORGE,
     a Utah  municipal  corporation,  as Grantor,  and ST. GEORGE INN,  L.C., as
     Grantee,  over, across, through and under a portion of the subject property
     being more particularly described as follows:

          BEGINNING at a point North  0(degree)48'46" West 838.26 feet along the
          section line, South  89(degree)03'46" East 173.50 feet along the North
          line of 1470 South Street and North 2(degree)20' East 213.91 feet from
          the Southwest corner of Section 31, Township 42 South,  Range 15 West,
          Salt Lake Base and  Meridian,  and running  thence North  2(degree)20'
          East 271.72  feet;  thence South  88(degree)05'  East 414.66 feet to a
          point on a curve to the  right on the West  line of the I-15  frontage
          road, the radius point of which is South 74(degree)44'15" West 1349.86
          feet; thence  Southeasterly 15.67 feet along the arc of said curve and
          said West line




                                       -8-


<PAGE>


                                  SCHEDULE B-2
                                  (Exceptions)



          of Frontage Road; thence North  88(degree)05' West 404.31 feet; thence
          South  2(degree)20'  West 310.20 feet;  thence South  89(degree)02'33"
          West 0.83 feet; thence North  1(degree)27'42"  West 17.58 feet; thence
          South  88(degree)32'18"  West 8.44 feet; thence North  0(degree)58'28"
          West 36.63 feet; thence South  89(degree)10'12"  West 2.48 feet to the
          point of BEGINNING.

     Said Quit Claim Deed also contains the following paragraph:

          This easement  interest is conveyed upon  condition  that Grantee will
          remove the top three (3) feet of  existing  sewer  manholes  places or
          maintained  by Grantor in the  easement  conveyed  herewith,  and that
          Grantee  will  further  wholly  fill the  resultant  hole  and  entire
          remaining manhole with compacted dirt as a safety measure.

     Said Quit Claim Deed recorded  November 22, 1993, as Entry No.  450099,  in
     Book 773, at Page 637, Washington County Recorder's Office.

          (THE FOLLOWING AFFECTS ALL OF PARCEL 2)

17.  Terms and conditions of that certain Declaration of Easement,  dated April,
     1997,  by and  between ST.  GEORGE  INN,  L.C.,  a Utah  limited  liability
     company,  as Grantor,  and SERVICE STATION  LIMITED  PARTNERSHIP #2, a Utah
     limited partnership,  recorded April 15, 1997, as Entry No. 563096, in Book
     1092, at Page 59, Washington County Recorder's Office.

          (THE FOLLOWING AFFECTS ALL OF PARCELS 1 AND 2)

18.  Access  to that  certain  freeway  lying  East  the  subject  property  was
     condemned by that certain Final Order of  Condemnation in favor of the UTAH
     DEPARTMENT OF TRANSPORTATION  for a parcel of property in fee for a freeway
     known as Project No. I-15-1(7)6, which reads in part as follows:

          "Together  with any and all  rights or  easements  appurtenant  to the
          remaining  portion of said  entire  tract of property by reason of the
          location thereof with reference to said freeway, and with all abutters
          rights of access in and to the  inner  through  traffic  lanes of said
          freeway,  PROVIDED,  however,  that such remaining property shall abut
          upon and have access to a frontage  road which will be connected  with
          said  inner  through  traffic  lanes  only  at such  points  as may be
          established by public authority."




                                       -9-


<PAGE>


                                  SCHEDULE B-2
                                  (Exceptions)


     Said Final Order of  Condemnation  recorded  April 12,  1971,  as Entry No.
     144186, in Book 103, at Page 480, Washington County Recorder's Office.

          (THE FOLLOWING AFFECTS ALL OF PARCELS 1 AND 2)

19.  Notwithstanding  those items  described  hereinabove,  the property is also
     subject to any additional  discrepancies,  conflicts in the boundary lines,
     shortage  in area,  encroachments,  or any other  facts  which an  A.L.T.A.
     Survey [made in accordance with "Minimum  Standard Detail  Requirements for
     Land Title Surveys" jointly established and adopted by (ALTA) American Land
     Title  Association and (ACSM) American Congress on Surveying and Mapping in
     1992] may disclose.

          (THE  FOLLOWING  AFFECTS ALL OF PARCELS 1 AND 2,  TOGETHER  WITH OTHER
          PROPERTY)

20.  Reservation  of all oil, gas and other mineral rights in favor of JOSEPH T.
     ATKIN and SUSIE J. ATKIN,  as Grantor,  as created by Warranty Deed,  dated
     February 02, 1928,  recorded February 28, 1928, as Entry No. 29581, in Book
     Y-6, at Page 543, Washington County Recorder's Office.

          (THE  FOLLOWING  AFFECTS THE  INTEREST TO BE ACQUIRED BY THE  PROPOSED
          INSURED  OWNER(S) OF THE  SUBJECT  PROPERTY  OR PARTIES  WITH  SIMILAR
          NAMES)

21.  The identity of the General Partner(s) of EAST BAY LODGING ASSOCIATES, LTD.
     has not been  disclosed  to the  Company and the  interest of said  General
     Partner(s) shall be subject to any liens or judgments as may apply.

          (THE FOLLOWING AFFECTS ALL OF PARCELS 1 AND 2)

22.  Subject  to the rights of parties in  possession  of the  subject  property
     under  unrecorded  Leases,  Rental or Occupancy  Agreements  and any claims
     thereunder.




                                      -10-


<PAGE>


                                  SCHEDULE B-2
                                  (Exceptions)


NOTE:    The following name(s) have been checked for judgments:

                  ST. GEORGE INN, L.C.
                  EAST BAY LODGING ASSOCIATES, LTD.
                  GLEN OVERTON

          Except for those shown hereinabove,  if any, no unsatisfied  judgments
          have been filed  within the past eight  years and no Federal Tax Liens
          have been recorded within the last ten years.


NOTE:     NO  COVERAGE  IS GIVEN FOR ANY CLAIMS  CONCERNING  OR  ARISING  OUT OF
          ENVIRONMENTAL  PROTECTION  LAWS,  ORDINANCES OR  REGULATIONS  ENACTED,
          ESTABLISHED OR PROMULGATED BY ANY GOVERNMENTAL  ENTITY (HEREIN DEFINED
          AS BEING THE UNITED STATES OF AMERICA,  THE STATE OF UTAH,  THE COUNTY
          OF SALT LAKE, ANY MUNICIPAL ENTITY, OR ANY AGENCY OR OFFICE CREATED BY
          OR MADE A PART THEREOF), OR THE EFFECT OF ANY VIOLATION OF THESE LAWS,
          ORDINANCES OR GOVERNMENTAL REGULATIONS, REGARDLESS OF WHETHER OR NOT A
          NOTICE OF A DEFECT, LIEN OR ENCUMBRANCE  RESULTING FROM A VIOLATION OR
          ALLEGED  VIOLATION  AFFECTING THE LAND HAS BEEN RECORDED IN THE PUBLIC
          RECORDS AS OF THE EFFECTIVE  DATE HEREOF AND  REGARDLESS OF WHETHER OR
          NOT ASSOCIATED TITLE COMPANY MAY HAVE ACTUAL OR CONSTRUCTIVE NOTICE OF
          ANY DEFECT OR NOTICE THEREOF.


NOTE:     ANY MATTER IN DISPUTE  BETWEEN YOU AND FIRST AMERICAN TITLE  INSURANCE
          COMPANY  ("THE  COMPANY")  CONCERNING  THE POLICY OR  POLICIES  ISSUED
          PURSUANT  TO THIS  COMMITMENT  MAY BE  SUBJECT  TO  ARBITRATION  AS AN
          ALTERNATIVE  TO COURT  ACTION,  PURSUANT TO THE RULES OF THE  AMERICAN
          ARBITRATION  ASSOCIATION  OR OTHER  RECOGNIZED  ARBITRATOR,  A COPY OF
          WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. ANY DECISION REACHED
          BY  ARBITRATION  SHALL BE BINDING UPON BOTH YOU AND THE  COMPANY.  THE
          ARBITRATION AWARD MAY INCLUDE  ATTORNEY'S FEES AND MAY BE ENTERED AS A
          JUDGMENT IN ANY COURT OF PROPER JURISDICTION.

                                    * * * * *

            For escrow inquiries contact Mary Lou Webster. (578-8811)

                                    * * * * *

            For title inquires contact Collin Van Kleeck. (578-8831)



                                      -11-