CONTRACT FOR CONDITIONAL SALE OF REAL ESTATE

          THIS CONTRACT, made and entered into in multiple copies, the copies being the same as the Sellers, by and between _____________, as the SELLER (hereinafter "Seller") and ____________ as BUYERS (hereinafter “Buyers”)

WITNESSETH:

          That for and in consideration of the mutual terms, covenants, and agreements herein contained, the parties hereto covenant and agree as follows:

          1.       SELLERS conditionally sells to Buyers, and BUYERS so purchases the following described premises and real estate situate in Grant County, Indiana, to-wit:

                    commonly known as 1343 South Second, Upland, Indiana.

          2.       BUYERS agrees to pay SELLERS the sum of

Fifty-five Thousand Dollars ($55,000.00) as the purchase price for said real estate, in the manner as follows:

          (a)      Four Thousand Dollars ($4,000.00) will be paid to SELLERS in the form of a new roof prior to or in conjunction with moving in;

          (b)      Three Hundred Ninety-three Dollars and Sixty-three Cents ($393.63) to be paid by BUYERS to SELLERS on the 15th day of July, 2004, and a like sum on the same day of each calendar month thereafter until June 1, 2007, at which time the full principal balance together with any unpaid interest shall be due and payable in the amount of Forty-eight Thousand Eight Hundred and Twenty-five Dollars and Eight-nine Cents ($48,825.89).  Interest on the unpaid principal balance shall accrue from the date of this Contract at the rate of eight percent (8%) per annum, credited monthly; and each payment shall be applied first to interest and the balance to the remainder of the purchase price until such purchase price and the interest thereon is paid in full; and,

          (c)      BUYERS shall have the privilege of prepaying any amount in excess of the required monthly payment, at any time, on the unpaid remainder of the purchase price, with interest to terminate on the amount so paid, from and after date of payment; and,

          (d)      Until SELLERS shall otherwise direct in writing to BUYERS, all payments due or made under this Contract shall be paid to SELLERS at 512 Howard Court, Fairmount, IN 46928.

          3.       BUYERS shall have possession of the real estate commencing June 15, 2004.

          4.       SELLERS shall pay real estate taxes and assessments due and payable in November, 2004 and prior thereto.  As further payments due under this Contract, BUYERS shall pay all real estate taxes and assessments levied against said real estate and improvements due and payable in May, 2005 and thereafter, together with all assessments hereafter becoming a lien so long as this Contract remains in effect, the same to be paid to the proper public official not later than the due dates thereof.

          5.       BUYERS shall carry in the name of the proper party or parties hereto and pay the premiums on fire and extended coverage insurance on the real estate improvements, in an amount not less than Fifty Thousand Dollars ($50,000.00) or not less than the full insurable value of said improvements, in companies acceptable to SELLERS, with Contract of Sale clauses, endorsements or riders, attached to the policies in favor of the parties hereto as their respective interests may appear, which policies or copies of the same shall be delivered to SELLERS during the term of this Contract.  On SELLERS' request, BUYERS shall furnish SELLERS with evidence that said policies are in effect.  The proceeds of said insurance arising from any loss or damage to the improvements on said real estate shall be first used to restore the loss or damage to the improvements, and any remainder shall be applied upon the remaining balance due under this Contract; PROVIDED, HOWEVER, that at BUYERS'S election the entire proceeds of said insurance arising from any loss or damage may be applied to the remaining balance due hereunder.  BUYERS shall further carry liability insurance in an amount of not less than One Hundred Thousand Dollars ($100,000.00) insuring BUYERS and SELLERS, as their respective interests may appear, from any losses, claims, damages or any other matters asserted against BUYERS or SELLERS from injuries to any parties upon the real estate herein.  BUYERS shall specifically agree to hold SELLERS free and harmless from any claims, losses, damages, or other expenses (including reasonable attorney's fees) which SELLERS may incur in defending for any injuries to persons or property upon the real estate described herein except for injuries caused by SELLERS' negligence.

          6.       BUYERS shall not commit waste or permit waste to be committed upon the premises, and shall not use the premises for illegal or immoral purposes or in violation of any restrictions, covenants, conditions, zoning, or easements binding upon the real estate.  BUYERS shall not make repairs, improvements, alterations or additions to the premises or the improvements thereon which will result in either permanent weakening of or damage to the premises and the improvements thereon.  BUYERS shall not make any structural change without the prior written consent of SELLERS; provided, however, the parties acknowledge that BUYERS will make changes in the electrical system and will install central air conditioning, all which is herein approved by SELLERS.  BUYERS shall keep and maintain the premises and improvements at all times in as good a condition as the same now are, less reasonable wear, tear and depreciation, or damage by casualty or Acts of God.  SELLERS reserves the right to inspect the premises, which privilege shall not be abused.  SELLERS does not give or grant to BUYERS any authority of any kind or character whereby BUYERS in any way or manner can bind SELLERS, or whereby any lien of any character would attach to the real estate or the improvements.

          7.       If BUYERS should neglect or refuse to make any payment as provided for herein for a period of ten (10) days after due, or continue to violate any of the other covenants or conditions herein contained after thirty (30) days written notice from SELLERS to perform, or if BUYERS shall file a petition in bankruptcy or be adjudicated a bankrupt, or have a receiver appointed for BUYERS'S assets, then this Contract shall terminate and become null and void on written demand of SELLERS, whereupon BUYERS shall surrender and deliver to SELLERS the full and complete possession of said real estate in condition as aforesaid:  PROVIDED, HOWEVER, if the default is of such a nature that the same cannot be corrected reasonably within thirty (30) days after said notice, then SELLERS shall not declare this Contract null and void so long as BUYERS has commenced the correction thereof within said period and keeps such correction in continuous progress until completion.  Upon termination of this Contract, SELLERS shall keep and retain all payments before made by BUYERS as rental and liquidated damages.

          8.       Failure of either party hereto to exercise any right, upon default of the other, shall not constitute a waiver of such right or preclude the exercise thereof in connection with a continuation of the same default or any later default.  If either party is required to institute any legal actions against the other for any defaults in or breaches of the Contract herein, the successful party shall be entitled to collect reasonable attorney's fees from the defaulting or breaching party.

          9.       Upon written notice by BUYERS to SELLERS indicating BUYERS is prepared to pay the balance of the purchase price and interest due hereunder, SELLERS shall obtain an updated Title Insurance Policy Commitment, showing fee simple title in and to said real estate in SELLERS, and subject to taxes and assessments assumed herein by BUYERS, and subject to any restrictions, covenants, conditions, zoning or easements now thereon, which Title Commitment shall be delivered to BUYERS for examination.  Said Title Commitment shall contain an obligation of the title insurance company to insure BUYERS'S merchantable title to the real estate for the full amount of the purchase price subject only to such exceptions as are permitted by this Contract.  BUYERS shall cause said Title Commitment to be examined within ten (10) days after said delivery and shall furnish SELLERS with written opinion thereon, either accepting said title as so merchantable or stating valid objections thereto and which are necessary to be corrected to make said title so merchantable.  SELLERS shall make such necessary corrections within a reasonable time and without undue delay.  When the title has been found to be or has been made so merchantable, BUYERS shall pay the balance of the purchase price and interest due hereunder; and, simultaneously, SELLERS shall convey said real estate to BUYERS by Warranty Deed, subject to restrictions, covenants, conditions, zoning, and easements affecting the real estate, but otherwise free and clear of liens created by SELLERS and in form for recording.  The Title Commitment shall be issued to BUYERS at cost of SELLERS.

          10.     BUYERS shall have the right to compel specific performance under this contract, and in addition, in the event BUYERS incurs any attorney fees in enforcing BUYERS’S rights created hereunder as a result of SELLERS failure to comply with the terms of this contract, BUYERS shall be entitled to recover from SELLERS’S reasonable attorney fees incurred.

          In the event SELLERS is unable to deliver title, BUYERS shall, at BUYERS'S option, be refunded all payments hereunder and costs and expenses, including any reasonable attorneys' fees for BUYERS'S attorney for enforcing this provision, less reasonable rental value of the use of the real estate, or BUYERS may pursue all remedies available at law or equity including attorneys' fees of BUYERS as a part of BUYERS'S damages.

          11.     Neither BUYERS'S interest in this Contract nor BUYERS'S interest in the real estate shall be sold, assigned, pledged, mortgaged, encumbered, or transferred by BUYERS without the written consent of SELLERS.  Such consent shall not be unreasonably withheld.

          12.     BUYERS acknowledged having inspected the real estate and BUYERS is relying entirely on the condition of the real estate and premises upon BUYERS'S inspection, and not upon any representation of SELLERS not expressly set forth.  BUYERS agrees to accept the real estate and improvements thereon in the condition the same are not in, it being acknowledged that the property is being sold "AS IS" at the time this agreement is executed.  BUYERS agrees to keep and maintain the improvements in as good a condition as the same exist at the date of this agreement, less reasonable wear, tear and depreciation, or damage by casualty or act of nature.

          13.     The parties hereto shall carry out all acts and agreements herein promptly and without undue delay, and specifically waive any notices not required herein.  Any recoveries by one party hereto against another shall include costs and attorneys' fees and shall be without relief from valuation and appraisement laws.

          14.     SELLERS further covenants and agrees to protect and save harmless the interest and equity of the BUYERS under this Contract in the event of any forced judicial sale of the premises as a result of bankruptcy, mortgage foreclosure, partition, proceedings supplemental to judgment, personal representative's sale or tax sale arising out of any acts or omissions of SELLERS or anyone claiming by or through SELLERS.  Any reasonable expense, including attorney fees of BUYERS, in protecting BUYERS'S equity shall be credited on the unpaid balance due under this Contract.

          15.     This Contract shall be binding upon the heirs, devisees, personal representatives, and proper assigns of the respective parties hereto.  The parties may execute and record a Memorandum of Contract in the Office of the Recorder of Grant County, Indiana.

          IN WITNESS WHEREOF, the parties have executed this Contract in Fairmount, Indiana, this _____ day of May, 2004.

"SELLER"

By: _________________________________

      Sellers

ATTEST:

By: __________________________________

       Sellers

"BUYERS"

____________________________________

BUYERS

BUYERS

STATE OF INDIANA        )

                                      )  SS:

COUNTY OF GRANT       )

          Before me, a Notary Public in and for said County and State, personally appeared THE SELLERS INC., an Indiana Corporation, by PRISCILLA SCHULTZ and MARC SCHULTZ, its President and Secretary-Treasurer respectively, who acknowledged the execution of the foregoing Contract For Conditional Sale of Real Estate, and who, having been duly sworn, stated that any representations therein contained are true.

          Witness my hand and Notarial Seal this _____ day of May, 2004

                                                                   ____________________________________

My Commission Expires:                                                                         , Notary Public

________________________                                      A resident of

STATE OF INDIANA        )

                                      )  SS:

COUNTY OF GRANT       )

          Before me, a Notary Public in and for said County and State, personally appeared BUYERS and BUYERS who acknowledged the execution of the foregoing Contract For Conditional Sale of Real Estate, and who, having been duly sworn, stated that any representations therein contained are true.

          Witness my hand and Notarial Seal this _____ day of May, 2004.

                                                                   ____________________________________

My Commission Expires:                                                                         , Notary Public

________________________