This Letter of Intent sets forth the basic terms and conditions upon which the Buyer is willing to purchase the above referenced properties, from the Seller.
1.	Buyer will not pay more than .60 cents of total portfolio strike price. Total purchase amount not to exceed  $______________________. The date of such acquisition is herein referred to as “Closing”, defined further in Section Five (4).
2.	Upon the acceptance and execution of this Letter of Intent by the Seller, Buyer will submit Proof of Funds (POF) for the total amount of the purchase.
3.	Upon full execution of the Purchase Contract defined herein, Buyer will deposit 10% of the total purchase price with a mutually acceptable national title insurance company, as escrow agent. (This is sometimes an attorney firm as well)

f.	Balance of Payment due at Closing : Buyer will deposit the balance of the purchase price with the designated escrow agent.

    4.      From and after the full execution of the Purchase Contract by all parties, the
“Commencement Date” Buyer shall have ____14_______ Days to conduct its due diligence, inspections, and investigations of the Properties. From signing of the Letter if Intent through the Closing date, Buyer shall have the ability to arrange full access to the Property for such inspections at the Buyers sole cost. Seller shall cooperate in providing financials and all information requested by Buyer and its affiliates. Buyer shall conduct all studies to minimize disruption to the Property’s ongoing business concerns.
The terms of this Letter of Intent shall remain open unless withdrawn or extended, and therefore Buyer may at its discretion close using a different entity to honor this Letter of Intent.
            Seller represents and warrants to Buyer that it has authority to execute this Letter of Intent and Purchase Contract.
Buyer and Seller agree to keep the acquisition of the Property as outlined herein in strict confidence and shall not disclose the purchase price, terms or any aspects of this Letter of Intent to any other par ty other than lenders, partners and other third party advisors.
   
Letter of Intent : Seller will have ______ Days from delivery to review, accept and execute this Letter of Intent. (Typically 5 days)
Proof of Funds : Buyer to perform a Bank to Bank Proof of Funds for the total amount of the purchase, within 24 hours after receiving this LOI signed by the Seller.
Purchase Contract: Seller to provide a Purchase Contract and deliver same to Buyer within 5 working days from execution of this Letter of Intent.
Deposit : Upon full execution, if required by Seller, Buyer will deposit the mutually agreed amount with the designated escrow agent.
     Closing: 10 days from expiration of Due Diligence period.

Each party acknowledges that this Letter of Intent sets forth only basic terms and conditions by which Seller is willing to sell the Properties and the Buyer is willing to acquire such Property. This Letter of Intent is non -binding. Seller agrees to provide Buyer with definitive purchase and sales agreement as outlined in Section (4c). Buyer and Seller agree to negotiate with good faith a nd acknowledge that all terms contained herein and any additional agreed upon terms,considerations, representations and warranties will be incorporated into the Contract.
Buyer will up to 2% total commissions not to interfere and will not be bound by Seller’s commission agreements and Seller will not interfere and will not be bound by Buyers commission agreements.