The Property:

29 tracts to be sold absolute: Tracts #3, #4, #6 thru #30, #32 and #33.

9 tracts offered for sale with minimum reserves: Tracts #1, #2, #5, #31,  #34,(vacant land), Tracts #35 and #36 (townhouses),
Tract #37and #38 (houses).

Financing:

Tracts offered for cash purchase only: Tracts #1, #2, #3, #4, #14, #15, #16, #17, #18, #19, #20, #21, #22, #35, #36, #37, & #38.

Tracts offered for either cash purchase or with optional owner financing: Tracts  #6 thru #13, #23 thru #30, #32, #33.

Owner financing available on Tracts #5, #31 and #34 if minimum reserves are met.

Procedure.  The Property will be offered in individual tracts or in the following combinations: Tracts 1 through 34 may be combined in any combination, provided the minimum reserves on Tracts #1, #2, #5, #31, & #34 are met (if any of them are part of a combination purchase); and Tracts 35 through 37
may be combined, provided the reserve applicable to each is met. Tract #38 is offered for sell individually subject to a minimum reserve. The tracts will be
sold in the manner resulting in the highest total sale price.  Broker and/or Seller reserve(s) the right to preclude any person from bidding if in Broker’s and/or Seller’s sole discretion a question exists regarding that person’s credentials, fitness, intent, ability to perform, etc.  Broker and/or Seller reserve(s) the right
to remove any person from the auction venue if Broker and/or Seller determine(s) the conduct of the person is disruptive, such person to be prosecuted to
the fullest extent of the law, including but not limited to being held liable for any and all damages suffered by Broker and/or Seller as the result of such
person’s conduct.  No videotaping, flash photography, or public announcements are allowed at the auction without the prior approval of the Broker. 
All decisions of the Broker and/or Seller are final.

Buyer’s Premium.  A 5% Buyer’s Premium will be added to each Winning Bid to arrive at the Total Purchase Price. Conduct of the auction and increments of bidding are at the sole discretion of the Broker. 

Contract.  Successful bidders shall sign a Contract to Buy and Sell Real Estate immediately following the close of bidding in the amount of the Total Purchase Price (their winning bid plus 5% Buyer’s Premium).  Seller reserves the right to accept or reject any bid on Tracts #1, #2, #5, #31, #34, #35, #36, #37 and #38 that does not meet or exceed the minimum reserve price.  Proxy bidders shall immediately transmit by facsimile a completed contract with hard copy to follow by overnight courier.

Terms:

• Cash Purchases: A 5% Buyer’s Premium will be added to the winning bid to establish the Total Purchase Price. 10% of the Total Purchase Price
  shall be paid on the date of auction.  The remaining balance is due at closing on or before July 23, 2010, unless otherwise agreed between Buyer, Seller and Broker.  Bidding is not conditional upon the obtaining of financing, which bidders shall arrange prior to the auction.
   

• Owner Finance: A 5% Buyer’s Premium will be added to the winning bid to establish the Total Purchase Price. 30% of the Total Purchase Price shall
  be paid by Buyer prior to closing as follows: 10% of the Total Purchase Price shall be paid on the date of auction and an additional 20% of the Total Purchase Price shall be paid at closing on or before July 23, 2010.  The buyer shall execute a Promissory Note for the remaining balance to be paid monthly amortized over 15 years at 6% per annum with a 5 – 7 year balloon payment due.  The Promissory Note shall be secured through a Deed
  of Trust, said Deed of Trust to be in a first secured position on the Property. There shall be no prepayment penalty.

Closing.  Closing shall occur as soon as possible after closing documents have been completed, but not later than July 23, 2010.

Title.  Seller shall furnish at Seller’s expense an Owner’s Policy of Title Insurance in the amount of the Total Purchase Price (Winning Bid plus 5% Buyer’s Premium) and agrees to provide and execute a Warranty Deed conveying merchantable title to the Property to the buyer.

Minerals.  Seller may own minerals related to Tract 4.  If so, all such minerals shall be conveyed, without warranty, with the land.  No other minerals will be conveyed on any other tracts.

Real Estate Taxes & Assessments.  Current year taxes shall be prorated to the date of closing based on tax information from the prior year.

Section 1031 Exchange.  Seller and Buyers each agree to execute documentation necessary to qualify any purchase made at the auction as a Section
1031 Exchange.

Covenants, Easements, & Leases.  Sale of the Property is subject to all restrictive covenants, leases and easements of record, and to any easements necessary to allow access to other tracts, depending on how tracts and combinations of tracts are sold, as announced at the auction.  All bidders agree
to provide easement to other tracts as necessary.  Information related to covenants, easements and leases is available at www.swcoloradoauction.com.
Both townhouses are subject to current tenant leases.  Additional restrictive covenants, subdivision plats, and easements will be recorded if the following tracts are sold as less than a whole unit. In the event that any of these ranches sell as a whole unit, covenants, subdivision plats and easements will not
apply and will not be recorded except on the Moonlight property there are two adjacent landowners that have a recreational easement in exchange
for an access easement across their properties:

• Moonlight Ranch – Tracts #5 through #13;

• Homestead – Tracts #17 through #19;

• Hovenweep Canyon Ranch – Tracts #23 through #34; and

• Buckhorn – Tracts #20 through 22.

Survey.  Seller’s preliminary survey and plat information, if any, has been made available at www.swcoloradoauction.com , the web site related to this sale. 
If additional survey work is required solely for providing title insurance, Seller shall provide such.  Purchasers of contiguous tracts will receive an exterior boundary survey only.  Any additional survey shall be at Buyer’s expense.

Exceptions to Title.       The Property is taken without warranty and subject to all exceptions to title, including but not limited to, those stated in the Contract to Buy and Sell Real Estate entered into between Seller and Buyer, the Warranty Deed executed by Seller, the oral representations made by Broker at the Auction, all auction materials provided to Buyer whether online or prior to or at the auction and those exceptions identified in Schedule B of the title commitment provided to Buyer by Seller as updated through the time of closing.

Disclaimer & Absence of Warranties.  All information regarding the properties and this auction sale contained in this and all other materials provided by the Broker, Auctioneer, Seller, their agents and employees is believed to be accurate and derived from sources deemed reliable.  It is the sole responsibility of a bidder/buyer to verify any information provided.  No warranty or representation, express or implied, is made as to the accuracy or completeness of any such information except as may be expressly stated in the written Contract to Buy and Sell Real Estate.  Buyers must base decisions to bid and purchase upon
their own inspection, investigation, inquiry, and due diligence.  All sketches and dimensions, and acreages are approximate.  Bidders shall hold harmless
and indemnify  United Country, Charles Bennett and Jerry Cass, Brokers, Auctioneer, their agents and employees, from any error or omission. 
Any announcements made the day of the auction shall supersede any and all advertising or printed material previously distributed and any
other oral statements made.  All property is sold on an “AS IS” basis, and no warranty or representation, express or implied, is made
by the Seller, Broker, or Auctioneer.