EXHIBIT 10.1
AGREEMENT TO PURCHASE
This is a legally binding contract. If you do not understand this contract,
please seek legal council,
THIS AGREEMENT entered into on the 25th day of August, 2005 by and between.
World Marketing, Inc. or his/her/their assignee(s) hereinafter referred to as
"Buyer", and Xxxxx B Merrnelstein, hereinafter referred to as "Seller".
1. PROPERTY PURCHASED: In consideration of the mutual promises herein
contained, the Seller agrees to sell_ and the Buyer agrees to buy, in
accordance with the terms and conditions of this Agreement. the
following described Real Property, Situated in the City of Brooklyn,
the County of Kings and the State of N.Y and described as follows:
XXXX 0X 000 DIVISION REALTY CORP
Together with all the improvements thereon, all privileges,
appurtenances, easements, and all fixtures presently situated in said
building, including, but not by way of limitation: all heating and air
conditioning equipment including window units, all electrical,
plumbing and bathroom fixtures.
2. PRICE AND TERMS: Buyer hereby agrees to pay for said property the sum
of 1,900,000 shares Dollars ($25,000) payable as follows:
The Buyer agrees to pay $11,000 on 8/26/05 $14,000 Dollars
(Within 6 months) as the down payment on the property. With 8%
percent interest.
3. SELLER'S CERIFICATION: Seller certifies to Buyer that, to the best of
Seller's Knowledge (a) there is no termite damage to the REAL ESTATE:
(b) the fireplaces, electrical, plumbing, heating, air conditioning
equipment and systems, and other items included herein will be
operational on Possession: (c) there ore no pending orders of
ordinances or resolutions that have beets enacted authorizing work or
improvements for which the REAL ESTATE may be assessed and (e) No
City, County or Stale orders base been served upon hint requiring work
to be done or improvements to be made which have not been performed.
4. INSPECTION: Seller agrees to give Buyer, and/or his agent, access to
inspect the entire premises. Inspection shall include every room,
plumbing, wiring, structure, foundation and all mechanical components.
Should any deficiencies be found, the Seller shall have the option of
either repairing the deficiency, deducting the cost of the repair from
the down payment, or notifying the Buyer that the Seller cannot meet
the terms of this contract and refunding the Xxxxxxx Money deposited
by the Buyer.
5. CONVEYANCE AND CLOSING: Within 20 Days from acceptance, or upon repair
of any deficiency in building condition by Seller, or within 5 days of
receipt of assumption materials from seller's lending institution by
closing agent, whichever is later, both parties shall deposit with the
authorized escrow holder, selected by the Buyer, all funds and
instruments necessary to complete the sale in accordance with the
terms hereof. Seller shall be responsible for deed(s) preparations and
shall xxxxx marketable title to the REAL ESTATE by deed of general
warranty, on or before Oct. 13. 2005, or at such sooner time as
mutually agreeable to the parties hereto, free, clear and
unencumbered, as of Closing, except restrictions and easements of
records which do not adversely affect the use of REAL ESTATE. Seller
shall have the right to remove liens at the Closing out of the
Purchase Price on or before Oct. 13. 2005.
6. CONDITIONS OF IMPROVEMENTS: Seller agrees that on Possession, the REAL
ESTATE shall be in the same condition as it is on the date of this
Purchase Offer, except for ordinary wear and tear. In case the REAL
ESTATE herein referred to is destroyed wholly or partially by fire or
other casualty Buyer shall have the option for 10 days thereafter of
proceeding with the terms of this contract, with and agreed adjustment
to the sale price, or of terminating this agreement and being repaid
all amounts paid hereunder.
7. DEFAULT: It is expressly agreed that upon the event of any default or
failure on the part of the Buyer, to comply with the terms and
conditions of this contract, that Seller agrees to accept only the
XXXXXXX MONEY deposited by the buyer without any claims to the
shares.. Upon default by the Seller to perform under this agreement,
all deposits shall be returned to Buyer on demand, and Buyer shall not
thereby waive any right to remedy he may have because of such refusal.
8. SOLE CONTRACTOR: The parties agree that this Agreement to Purchase
constitutes their entire agreement. Any amendments to this Contract
shall be made in writing, signed by all parties and copies shall be
attached to all copies of the original Purchase Contract. The term and
conditions of this Contract are to apply to and bind and inure to the
benefit of the heirs, executors, administrators, successors, and
assigns of the respective parties. All provisions of this contract
shall survive the closing. All parties are advised to seek competent
advice, unless they fully understand all terms of the contract. Should
there be any term or condition in this contract that is not in accord
with the applicable leg statutes, either party may void that portion
of the contract by having his lawyer furnish a written opinion stating
the reason, and citing the proper law or court case.
9. EXPIRATION: This offer shall expire unless a copy hereof with Seller's
written acceptance is delivered to Buyer or his Agent on or before
Oct. 13, 2005, 3 p.m. (AM/PM/NOON/MIDNIGHT) on October 14, 2005.
10. APPROVAL: The undersigned Buyer(s) has read, fully understands and
approves the foregoing offer and acknowledges possession of a signed
copy.
/s/ Xxxxx Xxxx /s/ Xxxxx X. Xxxxxxxxxxx
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Buyer Seller
ACCEPTANCE
The undersigned Seller(s) has read, fully understands and verifies the
above information as being correct and accepts the foregoing offer,
agreeing to sell the herein described property.
