Exhibit 10.8 Joint Development Agreement for Express Tunnel Carwash Project
[LETTERHEAD]
September 20, 2004
Mr. ▇▇▇▇▇ ▇▇▇▇▇
S&O Development
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RE: Joint Development Agreement financing Riverdale Carwash, Littleton Colorado.
The following is an outline of the terms Across America Real Estate Development
(AARD) will consider in relation to the proposed joint development agreement for
Riverdale Carwash Littleton Colorado. If the following terms are agreeable to
S&O Development AARD will proceed with the formulation of the legal documents
and a contract. The following terms are not all-inclusive and are subject to
change prior to formal approval of the indicated transaction. S&O Development
and AARD will form a LLC for the development of the identified property. S&O
Development will own 49.9% of the LLC and AARD will own 50.1% of the LLC. The
name of the LLC will be Riverdale Carwash Lot3A, LLC.
Borrower: Riverdale Carwash Lot 3A, LLC
Development Partner: S&O Development
Purchaser: To be determined
Operating Entity: To be determined
Loan Amount Not to Exceed: $1,850,000 to Riverdale Carwash Lot 3A, LLC
Purpose: To fund the actual cost of development and
construction of the Riverdale Carwash Lot 3A
of a portion of Lot 3, Riverdale Subdivision,
Filing No 1 A part of the SE 1/4 of Section 8,
Township 5 5 South, Range 68 West of the Sixth
Principal Meridian.
Additional Expenses: In addition to the actual cost of
development and construction
the LLC will also have expenses
estimated at $3,000 in legal fees
and approximately $4,000 in
accounting fees.
Term: 1 year
Interest Rate: Prime Rate plus .50%
Loan Origination Fee: 1.25% of the commitment, due at closing
Proposed Sale Price: $2,125,000
Proposed Occupancy Date: December 15, 2004
Proposed Sale Date: December 15, 2004
Collateral: 1st DOT on property
Profit Split Upon Sale: 50% for AARD and 50% for S&O and Castle Brae
from the proceeds of the sale of the project
after all development and construction
costs and interest and fee expenses are
paid and settled. AARD will receive the
first $60,000 of profit; S&O will receive
the next $60,000 of profit; then the
entities will divide the remainder based
upon the 50/50 profit split.
Financial covenants and reporting to be in conformance with AARD requirements.
The rates and terms are those, which we feel, are applicable at this time, but
are subject to change. Please be advised that the contents of this letter are
confidential.
Please contact me via email at your earliest convenience to review the terms
mentioned above but no later than 4:00 PM EST September 21, 2004.
Sincerely,
///Signed///
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President and CEO
Across America Real Estate Development
Accepted by:
///Signed///
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S&O Development
Date: October 1, 2004
