CONTRACT OF SALE, RESIDENTIAL PROPERTY

DATE OF CONTRACT:	July _____, 2007

SELLER:	Alfred Steppich

102 Tonjes Road

Callicoon, NY 12723

PURCHASER:	Claude Simon

c/o Veratex Inc.

1101 Mt. Vernon Road

Soperton, GA 30457

PROPERTY ADDRESS:	TR 15, Laymon Road

Town of Delaware, County of Sullivan

Tax Grid No.: SBL# 5.-1-10.4

***More fully described in Schedule A attached hereto.

BROKER:	None

SELLING PRICE:	$ 50,000.00

DOWN PAYMENT:	$ 5,000.00

BALANCE AT CLOSING:	$ 45,000.00

DATE OF CLOSING:	As soon as is practicable for all parties; on or about

August 31, 2007

PERSONAL PROPERTY:	None– Vacant Land

WARNING: No representation is made that this form of contract for sale and purchase of real estate complies with section 5-702 of the General Obligations Law (Plain English). Consult with your attorney before signing it.

(1.)	LOSS BY REASON OF FIRE OR CASUALTY

NOTE: This contract form does not provide for what happens in the event of fire or casualty loss before the title closing. It is agreed that the provisions of section 5-1311 of the General Obligations Law shall apply in the event of a loss prior to the closing of title.

(2.)	DATE, PARTIES, PREMISES AND PERSONAL PROPERTY

This Contract of Sale is made as of the date and between the seller and purchaser as shown above.

It is hereby agreed that the seller shall sell and the purchaser shall buy the above described property, upon the terms and conditions contained herein.

(3.)	ACCEPTABLE FUNDS

All money payable under this contract, unless otherwise specified, shall be either:

a.	Cash, but not over one thousand ($1,000.00) dollars.

b.	Good certified check of purchaser, or official check of any bank, trust company, or Savings and Loan Association having a banking office in the State of New York, payable to the order of the seller, or to the order of the purchaser and duly endorsed by purchaser to the order of the seller in the presence of the seller and/or seller's attorney.

c.	Money other than the purchase price, payable to the seller at closing, may be by check of purchaser, up to the amount of five hundred ($500.00) dollars.

d.	As otherwise agreed to in writing by seller or seller's attorney.

e.	All checks paid shall be accepted subject to collection.

f.	Notwithstanding the acceptance of uncertified funds at the time of closing, in the event that any check, draft or other payment is not honored by the drawer's bank, the same shall immediately be demanded to do so and shall be considered as a failure of consideration.

(4.)	EXISTING MORTGAGE(S)

If there is an existing mortgage on the premises, said mortgage shall be satisfied at the time of closing, or prior thereto.

(5.)	"SUBJECT TO" PROVISIONS

The premises are to be transferred subject to:

a.	Laws and governmental regulations that affect the use and maintenance of the premises, provided they are not now violated or that they would not prevent the construction or continued existence of a single family residence on the property, or otherwise render title unmarketable.

b.	Consents for the erection of any structures on, under or above any streets on which the premises abut.

c.	Encroachments of stoops, areas, cellar steps, trim and cornices, if any, upon any street or highway.

d.	Any state of facts that an accurate survey or personal inspection might reveal, provided that the same shall not reveal circumstances that would substantially reduce the usable land area or otherwise render title unmarketable.

e.	Any assessment which is or may become payable after the date of closing. Seller represents that there are no such assessments known at the time of this agreement.

(6.)	TITLE COMPANY APPROVAL

Seller shall deliver and purchaser shall accept such title as any reputable title insurance company authorized to do business in the State of New York would approve and insure in accordance with their standard form of title policy, subject only to the matters provided for in this contract.

(7.)	FORM OF DEED

At the closing of title, the seller shall deliver to the purchaser a Bargain and Sale Deed, with covenant against Grantor's Acts, with lien covenant, in proper statutory form for recording so as to tender full ownership (Fee Simple Title). Seller shall either pay the transfer tax as required by law, or give a similar credit to the purchaser, who shall then pay the said tax.

(8.)	PLACE OF CLOSING

Closing shall take place at the office of Horak & Bertsch, Esqs., 22 School Street, Livingston Manor, New York 12758, or local lending institution, on or about the date set forth above, or as otherwise agreed between the parties and their counsel.

In the event the closing takes place outside the county of Sullivan County, the purchaser agrees to pay the sum of $250.00 to seller's attorney in attending the same OR the rate of $75.00 per hour in actual travel time, whichever is greater.

(9.)	BROKERS

Purchaser and Seller represent that they have not dealt with any broker in connection with this sale other than as set forth above, and seller agrees to pay the broker the commission earned thereby pursuant to a separate agreement for such commissions. In the event that any claim for a sales commission is made by a broker other than as named above, based upon services rendered to or on behalf of a party, such party shall be responsible for the same and shall indemnify and hold the other party harmless with regards to such claim.

(10.)	STREETS

This sale includes all of seller's ownership and rights in and to any streets abutting the said premises.

(11.)	MUNICIPAL VIOLATIONS, COMPLIANCE WITH LAWS

Seller will comply with all notes or notices of violations of law or municipal ordinances, order or requirements of any municipal or other governmental authority affecting the premises at the date hereof. There shall be no violations at the time of closing.

(12.)	APPORTIONMENTS

The following are to be apportioned as of midnight of the date of closing: Taxes, water charges and sewer rents, on the basis of the fiscal period for which assessed, Fuel Oil, propane gas, and any other rents, as appropriate. (For property located in the County of Sullivan, the school tax year shall be adjusted from September 1 to August 31.)

If Closing shall occur before a new tax rate is fixed, the apportionment at closing shall be on the basis of the old tax rate for the preceding period applied to the latest assessed valuation.

Any errors or omissions in computing apportionments, or any other adjustments, shall be corrected. This provision shall survive closing of title for a period of 30 days.

(13.)	ASSESSMENTS

The seller states that there are no known assessments affecting the premises.

(14.)	ALLOWANCE FOR UNPAID TAXES

Seller shall have the option of crediting purchaser with the amount of any unpaid taxes, assessments, water charges and sewer rents, together with the interest and penalties thereon, provided that official bills therefore computed to said date are produced at closing, or that the title or abstract company for the purchaser will accept the same and omit the exception for such unpaid taxes from all title policies issued that date, or running from that date.

(15.)	USE OF PROCEEDS TO PAY ENCUMBRANCES

Any other obligations affecting title to the said premises may be paid and discharged at the time of closing, provided the title or abstract company is willing to accept the same and insure clear title to the premises free of such obligation.

(16.)	AFFIDAVIT AS TO JUDGMENTS, BANKRUPTCY, ETC.

If a title examination discloses judgments, bankruptcies or other returns against persons having similar names to those of the seller, seller shall deliver a satisfactorily detailed affidavit showing that they are not against seller.

(17.)	PURCHASER'S LIEN

All money paid on account of this contract, and the reasonable expenses of title examination and survey are hereby made liens on the premises and collectable out of the premises. Such liens shall not continue after default of the purchaser.

(18.)	DEFAULTS AND REMEDIES

If Purchaser defaults hereunder, Seller's sole remedy shall be to receive and retain the down payment as liquidated damages, it being agreed that Seller's damages in case of Purchaser's default might be impossible to ascertain and that the down payment constitutes a fair and reasonable amount of damages under the circumstances and is not a penalty. If Seller defaults hereunder, Purchaser shall have such remedies as Purchaser shall be entitled to at law or in equity, including, but not limited to, specific performance.

(19.)	CONDITION OF PREMISES

Premises are sold and delivered in their "AS IS" condition, reasonable wear, tear and normal deterioration between the date of contract and the date of closing excepted.

(20.)	SELLER'S INABILITY TO CONVEY AND LIMITATION OF LIABILITY

It is understood and agreed between the parties hereto that in the event the seller shall be unable to convey a good, marketable and insurable title, subject to and in accordance with this agreement, the sole obligation of the seller shall be to refund the purchaser's down payment made hereunder, and the reasonable and actual costs of title examination and/or survey, and upon making such refund, this agreement shall wholly cease and neither party shall have any claim against the other by reason of this agreement and the lien, if any, of the purchaser against the premises shall wholly cease. In the event that the title company of the purchaser shall refuse to insure title, the seller reserves the right to supply a title insurance policy insuring title to the premises in accordance with their standard form of title policy, subject only to the matters provided for in this contract, and the purchaser agrees to pay the standard rate for such insurance.

(21.)	ESCROW OF DOWN PAYMENT

All payments made hereunder, including the down payment and binder, shall be held in escrow by the attorney for the seller until such time as title closes, and the attorney for the seller shall not transfer such funds to the seller until such time as the title actually closes, or an order to disburse such funds is made by a Court of competent jurisdiction, or by agreement of the parties herein. Said funds shall be held in an Attorney's Trust Account at the Livingston Manor branch of First National Bank of Jeffersonville. Escrowee shall not hold the down payment in an interest bearing account for the benefit of the parties. Such down payment shall be held in an IOLA account or as otherwise permitted or required by law.

(22.)	ZONING ORDINANCES, BUILDING REGULATIONS

The premises are conveyed subject to zoning ordinances, building regulations and restrictions of record, provided that the same have not been violated by the existing use, occupancy or structure, or otherwise do not render title unmarketable.

(23.)	TESTS AND INSPECTIONS

Sellers represent that to the best of his/her/their knowledge, no toxic substances or hazardous waste materials have been stored or deposited upon the premises; that there are no conditions existing that are violations of Federal or State environmental laws, rules or regulations; that Seller has no actual knowledge of the existence of any hazardous substances, hazardous waste, radon, lead-based paint and/or lead-based hazardous toxic chemicals on the premises or buried below, herein called "Hazardous Substances" in quantities above the levels which would require reporting to the New York State Department of Environmental Conservation or the United States Environmental Protection Agency.

Purchaser shall have thirty (30) days from the date a fully signed copy of this contract is received by Purchaser's attorney to cause a deep pit test and/or perc test to be performed on the subject premises. Should the tests indicate that the premises are not suited for the installation of a standard subsurface septic system for a single family residence, then a copy of such test results are to be promptly furnished to the Seller's attorney and this contract will be deemed terminated and of no further force and effect and upon return of the down payment monies to the Purchaser in full, each of the parties hereto will be deemed to have released the other.

(24.)	AGRICULTURAL DISTRICT

Pursuant to the Agriculture and Markets Law, SELLER is required to disclose the following to PURCHASER: It is the policy of this state and this community to conserve, protect and encourage the development and improvement of agricultural land for the production of food, and other products, and also for its natural and ecological value. This notice is to inform the PURCHASER that the property they are about to acquire lies partially or wholly within a district and that farming activities occur within the district. Such farming activities may include, but are not limited to, activities that cause noise, dust and odors.

(25.)	PURCHASE NOT CONTINGENT UPON OTHER SALE

Purchaser represents that his ability to conclude this transaction is not conditioned upon the prior sale and transfer of any other piece or parcel of real estate, and in the event that the mortgage commitment received hereunder is so conditioned, the seller shall have the option of declaring this contract null and void, in which case the down payment made herein shall be retained by the seller as and for liquidated damages, or of treating the said commitment as binding without such contingency.

(26.)	SURVEY OPTION

The Purchaser may obtain a survey at Purchaser's own cost and expense. If the Purchaser shall provide a copy of the survey and the description to the Seller's attorney prior to the closing, the survey description will be incorporated in the deed to be delivered. The inclusion of the said survey metes and bounds description in the deed shall not be deemed promise, warranty, or guarantee on the part of the Seller of the accuracy of the said survey, it being specifically understood between the parties that the said survey description shall be made a part of the deed to be delivered at the closing at the request of and for the convenience of the Purchaser only. Seller makes no representations as to the number of acres being conveyed, other than as stated in Schedule A attached hereto.

(27.)	CLOSING DATE

The closing date set forth in this contract shall be for the purpose of establishing a general date of closing and shall not be considered or construed as a "Time is of the essence" clause. Seller and purchaser agree, however, to close as close as possible to said date.

(28.)	ADJOURNMENT TO CLEAR TITLE OBJECTIONS

In the event of any objections to title, the seller shall be entitled to a reasonable adjournment, not to exceed 60 days, in order to clear up the same. Nothing herein shall require seller to take any action to clear title, however. In the event that the seller is unable or unwilling to clear title, the purchaser may, nevertheless, accept such title as seller may give, without diminution of the sales price, or at the request of the purchaser, the contract shall be deemed null and void and all sums paid hereunder, together with the net and actual costs of title examination and survey or survey inspection shall be thereupon promptly refunded to the purchaser.

(29.)	SURVIVAL OF CONTRACT TERMS AFTER CLOSING

Notwithstanding anything to the contrary contained herein, it is understood and agreed that upon closing of title and delivery of deed, all representations and promises made herein shall terminate, except for those items which are specifically designated as surviving closing.

(30.)	DEATH OR DISABILITY TO A PARTY

It is understood that in the event of the death or permanent and disabling injury to any person indicated in this contract as a purchaser or seller, occurring prior to closing, the surviving purchaser or seller shall have a period of 10 days in which to terminate this contract, upon which happening all sums paid on this contract shall be promptly refunded. In the event no election to terminate this agreement is made within the said 10 days, the right to terminate shall be forfeit.

(31.)	ABSENCE OF TENANCY

Seller represents that the within premises are not subject to any tenancy and the seller shall not permit the premises to become subject to a tenancy prior to closing.

(32.)	CHANGES TO CONTRACT BY PURCHASER

Any changes or modifications to this contract, any additions or deletions to said contract, including the addition of any rider, shall constitute a counteroffer to purchase on the part of the purchaser which the seller shall be free to accept or reject.

(33.)	PURCHASER'S RIGHT TO INSPECT BEFORE CLOSING

The purchaser shall be permitted to inspect the premises at any time prior to closing, and specifically within 48 hours of the time set for closing to determine the condition of the premises.

(34.)	FIRPTA

At the time of closing, the seller shall provide an affidavit in keeping with the provisions of the Foreign Investment in Real Property Tax Act (FIRPTA) of 1980, acknowledging that the sale is exempt from said Act.

(35.)	INSURANCE

The purchaser shall obtain his own policy of homeowners insurance and there shall be no adjustment of premium.

(36.)	SINGULAR ALSO MEANS PLURAL

Any singular word or term herein shall be read as in the plural whenever the sense of this contract may require it. Also, any gender specific term herein shall be read as gender neutral whenever the sense of this contract may require it.

IN WITNESS WHEREOF, this contract has been duly executed by the parties hereto.

SELLER:

________________________	___________

ALFRED STEPPICH	SOC. SEC. NO.	DATE

PURCHASER:

________________________	_______________	___________

CLAUDE SIMON	SOC. SEC. NO.	DATE