Purchase And Sale Agreement

If, at the time of transfer of title, the property or any part thereof is subject to an assessment or assessments payable in installments, all such installments which are delinquent at the time of transfer (except for those of the current month which shall be prorated as of the date of closing) shall be deemed to be liens on the real property hereinabove described, and one-half of all such assessments shall be paid and discharged by Seller.

Risk of loss or damage by fire or other casualty to the property or any part thereof prior to close of escrow, shall be at the risk of Seller. Total or substantial destruction of the property which would be of such a degree as to prevent repair prior to the date of closing shall render this agreement null and void, and Purchaser shall be refunded all monies paid on account hereof.

Improvements and personal property described herein shall be maintained in their present condition prior to close of escrow by Seller, wear from normal and reasonable use and deterioration excepted.

Possession of property, subject to the current leases and tenancies herein referred to, shall be transferred at close of escrow.

A commission of $___________ has become due from Seller/Purchaser to _______________________________________ by reason of the sale provided for herein. Such amount shall be paid to broker at close of escrow directly from cash payable on close to Seller.

OR [alternate clause]

Neither Seller nor Purchaser is obligated to any broker for commissions in respect of this transaction.

This agreement and the covenants hereof shall bind and inure to the benefit of parties hereto, and their respective heirs, personal representatives, successors and assigns, and the covenants hereof shall not survive the transfer of title.

Time is of the essence in this Agreement; and if Purchaser defaults in any payment when required or fails to perform any other obligation required of Purchaser, this Agreement may, at Seller's option, be terminated and all sums paid by Purchaser hereunder shall belong absolutely to Seller as liquidated damages; or Seller, at Seller's option, may extend the time of performance, providing that Purchaser pays an additional deposit in an amount to be determined by Seller. At Seller's option, Seller may pursue any other remedy at law or equity for specific performance, for damages or otherwise, and all costs, including reasonable attorney's fees, incurred by reason of a default by Purchaser shall be paid by Purchaser. It is expressly understood and agreed that the failure of Seller to insist in any one or more instances upon strict performance of any of the terms of this Agreement, or to exercise any rights herein conferred, shall not be deemed a waiver or relinquishment to any extent of Seller's rights to later assert or rely upon any such terms or rights in such instance and/or in any other instance.

Purchaser specifically acknowledges that Purchaser in entering into this agreement has not relied on any representations or statements of Seller with respect to the property other than expressed in this agreement, including any statements with respect to its potential as an investment or for future resale. The Purchaser hereby specifically acknowledges that he has made independent investigations and that Purchaser relies on no warranties, representations, or statements of the Seller other than expressed in this agreement. It is agreed that the statutory disclosure provisions of Chapter 508D of Hawaii Revised Statutes are waived and have no application to this transaction. [Note: If the provisions of the statute are not waived, read the statute carefully, or see your lawyer for guidance.]

This agreement shall only be amended by an instrument in writing signed by all parties.

This agreement contains the entire agreement and understanding of the parties, and supersedes and cancels all prior negotiations both written and oral.

In the event any legal action shall be taken with regard to the terms and conditions of this agreement, the enforcement thereof, or any other legal action arising between the parties hereto and resulting from the execution and/or effect of this agreement, then the prevailing party in such legal action shall be entitled to recover costs and reasonable attorney's fees incurred.

It is further mutually agreed that the terms "Seller" and "Purchaser", as and when used herein, or any pronouns used in place thereof, shall mean and include the masculine or feminine, the singular or plural, individuals or corporations, and their and each of their respective successors, heirs, personal representatives and permitted assigns, according to the context thereof, and that if these presents shall be signed by two or more Sellers or by two or more Purchasers, all covenants of such parties shall be and for all purposes are deemed to be joint and several.

Any notice given pursuant to this agreement shall be in writing, delivered by regular mail to the address of the party as set forth hereinabove.

This instrument shall be governed by the laws of the state of Hawaii and each party hereto attorns to said jurisdiction as the proper forum for resolution of any dispute arising hereunder.