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MEMORANDUM OF SALE

This Memorandum of Sale ("Agreement") is entered into as of [Date] by and between Michael Davis ("Seller") and Samantha Roberts ("Purchaser") with respect to the purchase and sale of certain real property located in the United States as more specifically described herein.

1. Property Description

1.1. Property

Seller agrees to sell, and Purchaser agrees to purchase, the real property located at [Address], [City], [State], [Zip Code], United States, more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "Property") together with all right, title, and interest of Seller in and to the Property, including any and all improvements, fixtures, and appurtenances thereon.

2. Purchase Price and Payment

2.1. Purchase Price

The total purchase price for the Property shall be [Sale Price in Words] dollars ($[Sale Price in Numbers]) (the "Purchase Price").

2.2. Payment

Purchaser shall pay the Purchase Price as follows: A deposit in the amount of [Deposit Amount in Words] dollars ($[Deposit Amount in Numbers]) (the "Deposit") shall be paid by Purchaser to Seller within three (3) days following the Effective Date of this Agreement. The balance of the Purchase Price shall be paid by Purchaser to Seller in cash, by certified or cashier's check, or by wire transfer of immediately available funds at the closing of the transaction contemplated by this Agreement (the "Closing").

3. Closing

3.1. Closing Date

The Closing shall take place on or before [Closing Date], or at such other time as may be mutually agreed upon by the parties in writing (the "Closing Date").

3.2. Place of Closing

The Closing shall occur at the offices of the escrow agent or title company mutually agreed upon by the parties (the "Escrow Agent").

4. Title and Conveyance

4.1. Conveyance

Seller shall convey to Purchaser good and marketable title to the Property by special warranty deed, subject only to those matters permitted by this Agreement (the "Permitted Exceptions").

4.2. Title Insurance

At Closing, Seller shall provide Purchaser with a commitment for title insurance (the "Title Commitment") from a title company reasonably satisfactory to Purchaser, showing Purchaser as the insured owner of the Property, subject only to the Permitted Exceptions.

5. Conditions Precedent

5.1. Inspection Period

Purchaser shall have a period of thirty (30) days following the Effective Date of this Agreement (the "Inspection Period") to conduct due diligence inspections of the Property. Purchaser's obligation to purchase the Property shall be contingent upon Purchaser being satisfied, in its sole discretion, with the results of such inspections.

5.2. Financing Contingency

This Agreement is contingent upon Purchaser obtaining, prior to the expiration of the Inspection Period, a written commitment for a loan secured by a mortgage on the Property in an amount and on terms satisfactory to Purchaser in its sole discretion.

6. Representations, Warranties, and Covenants

6.1. Seller's Representations and Warranties

Seller represents and warrants to Purchaser that, as of the Effective Date and as of the Closing Date, there are no outstanding liens, encumbrances, or defects in title affecting the Property other than the Permitted Exceptions.

6.2. Purchaser's Representations and Warranties

Purchaser represents and warrants to Seller that Purchaser has the legal power, right, and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

7. Default and Remedies

7.1. Seller's Default

If Seller defaults in its obligations under this Agreement, Purchaser may elect, as its sole and exclusive remedy, to either (a) terminate
this Agreement and receive a refund of the Deposit, or (b) seek specific performance of this Agreement.

7.2. Purchaser's Default

If Purchaser defaults in its obligations under this Agreement, Seller may elect, as its sole and exclusive remedy, to terminate this
Agreement and retain the Deposit as liquidated damages.

8. Miscellaneous

8.1. Entire Agreement

This Agreement embodies the entire understanding of the parties with respect to the transactions contemplated herein and supersedes all prior agreements and understandings relating thereto.

8.2. Governing Law and Venue

This Agreement shall be governed by, and construed in accordance with, the laws of the United States, without regard to conflicts of law principles. Any dispute arising out of or related to this Agreement shall be resolved in the state or federal courts located within the United States.

8.3. Assignment

Purchaser may not assign its rights or obligations under this Agreement without the prior written consent of Seller.

8.4. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

8.5. Execution

This Agreement shall become effective when it has been executed by Seller and Purchaser and delivered to the Escrow Agent.

IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement as of the date first above written.

______________________________ ______________________________
Michael Davis, Seller Samantha Roberts, Purchaser

Attachment: Exhibit A - Legal Description of Property