Assignment Of Real Estate Purchase Agreement

BELOW ARE SOME FORMS I HAVE USED IN THE PAST FOR SOME OF THE SELLER FINANCE TRANSACTIONS. PLEASE KEEP IN MIND THESE FORMS SHOULD BE USED WITH CAUTION AND ONLY AFTER SEEKING THE ADVICE OF INDEPENDENT LEGAL COUNSEL. GREG PARHAM, VISTA TITLE COMPANY, AND INVESTOR ADVANTAGE.NET MAKE NO REPRESENTATION OR WARRANTY CONCERNING THESE FORMS AND YOUR USE OF THE FORMS IS AT YOUR OWN RISK. ASSIGNMENT OF REAL ESTATE PURCHASE AGREEMENT

This Agreement is entered into by and between {{______}}, (hereinafter called "Assignor"); and {{______}}, (hereinafter called "Assignee").

RECITALS

A. Assignor as Buyer entered into that certain Real Estate Purchase and Sale Agreement for the purchase of {{______}}, a copy of which is attached hereto as Exhibit A and is incorporated herein by this reference; and

B. Assignor desires to assign its rights and interest to said contract and Assignee desires to purchase such rights and interests pursuant to the terms of this agreement.

NOW, THEREFORE, the parties agree:

1. For the sum of ${{______}} from Assignee to Assignor, ,Assignor hereby assigns to Assignee the Buyer's right, title and interest in, and the Buyer's obligations under the Purchase and Sale Agreement (hereinafter referred to as the “Agreement”).

2. Assignor warrants that (1) the Agreement is in full force and effect and has not been modified or amended, (2) Assignor owns and has the right to transfer the rights and interests covered by this assignment, free and clear of any previous transfer or other adverse claim or interest, and (3) neither Assignor nor, to Assignor's knowledge, the Seller under the Agreement is in default in performing any obligations under the Agreement.

3. By accepting this assignment, Assignee agrees to perform all of the obligations of the Buyer under the Agreement that first arise or become due on or after the effective date of this assignment.

IN WITNESS WHEREOF, the parties have executed this agreement as their free and voluntary act and deed, on the date indicated by each signature.

ASSIGNOR: ASSIGNEE:

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. ADDENDUM TO RESIDENTIAL CONTRACT TO BUY AND SELL REAL ESTATE (Contract for Deed) (The following addendum and additional provisions have not been approved by the Colorado Real Estate Commission) Date: ______

This agreement is an addendum to the contract dated {{______}} by and between {{______}} (Seller) and {{______}} (Buyer), relating to the sale and purchase of the following legally described real estate in the County of {{county}} Colorado:

{{______}} also known as ______

A. The TOTAL purchase price is ${{______}} which includes a down payment of $ ______, with the balance financed with a promissory note for ${{______}} including interest that is  adjustable or  fixed (check one) at the rate of {{______}}% per annum, with monthly  interest only  principal and interest (check one) payments of approximately $______due on the first day of each and every month beginning on {{______}} and continuing until {{______}} (“Balloon Date”), if not sooner paid in full. The promissory note will require a late payment of {{______}} % for each payment note received within {{______}}. The default interest rate shall be at {{______}}% per annum.

Check if applicable  INSURANCE & PROPERTY TAXES. Monthly payments by buyer shall be increased by 1/12 of the estimated annual property taxes and hazard insurance which are currently estimated at $_____ per month for Property Taxes and $______per month for Hazard Insurance, both rounded to the nearest $1.00. Any applicable homeowner’s association dues will be paid directly to the homeowner’s association by the Buyer and are not included in the monthly payment as stated above.

B. Purchaser and Seller herein agree that in the event there is an underlying adjustable rate note and first deed of trust encumbering subject property, the parties agree that this Contract For Deed and promissory note shall also contain the exact same change dates and the exact same change increments as the underlying first note and deed of trust.

C. This transaction will be completed by means of a Contract for Deed, also known as an Installment Land Contract that will be prepared by an attorney. If an underlying loan exists, this is NOT an assumption of such loan(s).

D. The Seller shall have the right to impute a prepayment penalty of ______% of the outstanding principal balance should this contract be paid off within ______months after date of closing or to exactly match any prepayment penalty existing on any underlying encumbrance, if any..

E. Closing Fees shall be paid as follows:

FEE AMOUN PAID BY PAID T SELLER BY BUYER Legal documents prepared for Rocky Mountain Fidelity Escrow Services, LLC by $ Parham Law Firm Closing and Escrow Set up Fee Rocky Mountain Fidelity Escrow Services, LLC $ Annual Escrow Fee (1st year) $ Public Trustee annual escrow impound fee (1st year) $ Filing fee to public trustee $ Default Escrow (upon delivery of deed this fee is returned to Purchaser. If Purchaser defaults fee is retained by Rocky Mountain Fidelity Escrow Services, LLC $

F. Monthly and other periodic payments will be handled by Rocky Mountain Fidelity Escrow Services, LLC, which will also act as Escrow Agent for the parties.

G. All of Rocky Mountain Fidelity Escrow Services, LLC’s fees for servicing and annual maintenance shall be paid by ______Purchaser or ______Seller (check one). The monthly fee is $______which shall be added to the monthly payment due, making a total monthly payment of approximately $______.

H. This property is being sold in an “AS IS” condition with NO warranties, expressed or implied, unless so noted under an agreed inspection clause.

I. The Seller is NOT offering title insurance. Purchaser will be provided a copy of the property title report upon request. ______Date______Date ____ Seller Purchaser

______Date______Date ____ Seller Purchaser VISTA TITLE COMPANY 7333 West Jefferson Avenue, Suite 180 Lakewood, Colorado 80235

“DUE-ON-SALE” ACKNOWLEDGEMENT

WHEREAS, the undersigned Buyer and Seller have entered in to a certain purchase and sales agreement regarding the following described property:

LOT 1 BLOCK 1, VISTA ESTATES, COUNTY JEFFERSON STATE OF COLORADO

also known as: 7333 West Jefferson Ave., Suite 180, Lakewood, CO 80235

1. The parties are fully aware that the mortgage(s)/deeds of trust securing the property contain(s) provisions prohibiting the transfer of any interest in the property without satisfying the principal balance remaining on the underlying loans and/or obtaining the lender's prior written consent (i.e., a "due-on-sale" clause), and that this transaction may violate said mortgage. Buyer and Seller specifically understand that their agreement requires Buyer to pay the loan(s) on a monthly basis. The loan(s) will NOT be assumed or paid off completely at this time, and the loan(s) will remain in Seller's name and may continue to appear on Seller's credit report. The title policy issued by Vista Title Company will identify the outstanding deed(s) of trust as exceptions to coverage.

2. Seller and Buyer execute this disclosure form after having had the opportunity to seek legal counsel as to the legal and financial implications of the due-on-sale clause. The parties agree and understand that if said due on sale clause is enforced by the holders of said mortgages, the entire balance due under said mortgages/deeds of trust will have to be paid off. In this event, Seller and Buyer agree to take all reasonable steps to satisfy said lender, including both parties taking steps to obtain financing and/or Buyer submitting an application to formally assume liability for said obligations. Buyer understands that in the event that the underlying debt is not paid off, the lender holding the security instruments may foreclose the property which will extinguish Buyer's interest under the property.

3. Seller and Buyer agree that Vista Title Company, it underwriters, employees, and agents, have no responsibility for advising the parties as to the effect of the due-on-sale provision as described above, and shall assumes no responsibility for seeking waiver of such provision of the deed of trust, nor for seeking approval of the credit of any party, and has not obtained such waiver or approval. Seller and Buyer hereby agreed to defend, indemnify and hold Vista Title Company, it underwriters, employees, and agents harmless from any liability in the event that the holders of the mortgages and/or deeds of trust on the aforementioned property are called due and payable.

______Greg Parham

______Barry Buyer

STATE OF COLORADO ) ) ss. County of ______)

The foregoing instrument was acknowledged before me this 1st day of May, 2007 by Greg Parham and Barry Buyer.

Witness my hand and official seal ______NOTARY PUBLIC My commission expires ______VISTA TITLE COMPANY 7333 West Jefferson Avenue, Suite 180 Lakewood, Colorado 80235

“SUBJECT TO” ACKNOWLEDGEMENT

WHEREAS, the undersigned Buyer and Seller have entered in to a certain purchase and sales agreement regarding the following described property:

LOT 1 BLOCK 1, VISTA ESTATES, COUNTY JEFFERSON STATE OF COLORADO

also known as: 7333 West Jefferson Ave., Suite 180, Lakewood, CO 80235

The parties are fully aware that the Buyer is purchasing the property from Seller subject to existing mortgage(s)/deeds of trust secured by the property. The parties understand that the mortgage(s)/deed(s) of trust will NOT be paid off and released as part of the transaction, that the loan(s) will remain in Seller's name and may continue to appear on Seller's credit report, and that any title policy issued by Vista Title Company will identify the outstanding deed(s) of trust as exceptions to coverage.

The amount of the loan(s) taken subject to is the amount agreed between the parties and provided to Vista Title Company. No independent verification of the exact balance of the loan(s) has been undertaken by Vista Title Company. Accordingly, the amount provided by the parties could be more or less than the amount actually required to payoff the underlying loans upon the date of closing. The parties hereby release Vista Title Company from any and all responsibility to verify the exact amount of the loan(s) taken subject to and from any and all liability in the event the amount required to payoff the loan(s) is more or less than the amount stated on the HUD-1 settlement statement

______Barry Buyer

______Greg Parham

STATE OF COLORADO ) ) ss. County of ______) The foregoing instrument was acknowledged before me this 1st day of May, 2007 by Greg Parham and Barry Buyer.

Witness my hand and official seal ______NOTARY PUBLIC My commission expires ______RETURN TO: BARRY BUYER 9090 S. RIDGELINE BLVD HIGHLANDS RANCH, CO 80129 WARRANTY DEED

THIS DEED, dated May 1, 2007, between GREG PARHAM of JEFFERSON County, State of Colorado, grantor(s), and BARRY BUYER whose legal address is 9090 S. RIDGELINE BLVD, HIGHLANDS RANCH, CO 80129, of JEFFERSON County, and State of COLORADO, grantees:

WITNESS, that the grantor(s), for and in consideration of the sum of ($ 300,000.00) Three Hundred Thousand and 00/100, the receipt and sufficiency of which is hereby acknowledged, (has/have) granted, bargained, sold and conveyed, and by these presents (do/does) grant, bargain, sell, convey and confirm unto the grantees, their heirs and assigns forever, all the real property, together with improvements, if any, situate, lying and being in the County of JEFFERSON and State of COLORADO, described as follows:

LOT 1 BLOCK 1, VISTA ESTATES, COUNTY JEFFERSON STATE OF COLORADO also known by street and number as: 7333 West Jefferson Ave., Suite 180, Lakewood, CO 80235

TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the grantor(s), either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances;

TO HAVE AND TO HOLD the said premises above bargained and described, with the appurtenances, unto the grantees, their heirs and assigns forever. The grantor(s), for (itself/themselves), (its/their) heirs, and personal representatives, (do/does) covenant, grant, bargain and agree to and with the grantees, their heirs and assigns, that at the time of the ensealing and delivery of these presents, well seized of the premises above conveyed, (has/have) good, sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee simple, and (has/have) good right, full power and lawful authority to grant, bargain, sell and convey the same in manner and form as aforesaid, and that the same are free and clear from all former and other grants, bargains, sales, liens, taxes, assessments, encumbrances and restrictions of whatever kind or nature soever, except: Deed of trust from Greg Parham to the Public Trustee of Jefferson County for the benefit of Big Bank recorded on 4/1/06 at Reception No. 9999; and general taxes for the current year and subsequent years, and subject to easements, restrictions, reservations, covenants and rights of way of record, if any.

The grantor(s) shall and will WARRANT AND FOREVER DEFEND the above bargained premises in the quiet and peaceable possession of the grantees, their heirs and assigns, against all and every person or persons lawfully claiming the whole or any part thereof

IN WITNESS WHEREOF, the grantor(s) (has/have) executed this deed on the date set forth above.

______Greg Parham

STATE OF COLORADO ) ) ss. COUNTY OF )

The foregoing instrument was acknowledged before me this __ day of , 200__ by GREG PARHAM.

Witness my hand and official seal.

My commission expires:

Notary Public

Name and Address of Person Creating Newly Created Legal Description (§ 38-35-106.5, C.R.S.)