The undersigned OWNER hereby grants to PRUDENTIAL REAL ESTATE PROFESSIONALS ("Broker") the exclusive right to sell the Subject Property for a period commencing and ending at midnight on 12/20/07 (the "Term"). 
The Subject Property is in the City of EUGENE, County of LANE, State of OREGON, and located at 655 NORTH A STREET and further described as a

The price shall be $1,285,000.00

The terms shall be ALL CASH OR TERMS ACCEPTABLE TO THE SELLER AT TIME OF MAKING AN OFFER. SELLER WILL CONSIDER TERMS ACCEPTABLE TO SELLER AT TIME OF MAKING AN OFFER, PROVIDING THAT THE BUYER HAS THE MEANS AND CAPACITY TO SECURE A NOTE AND TRUST DEED.

References herein to the Subject Property shall be understood to include any portion of the Subject Property.


In consideration of this EXCLUSIVE AUTHORIZATION TO SELL and the Broker's agreement to pursue the procurement of a buyer for the Subject Property, Owner agrees to pay Broker a sale commission in accordance with the appropriate provisions of the "SCHEDULE OF COMMISSIONS" is addressed in (Section 18) of this document which fully and completely incorporated herein by this reference. Any and All references to "SCHEDULE OF COMMISSIONS" shall be addressed in Section 18

1.               Owner shall pay the commission to Broker if:  (a) the Subject Property is sold or otherwise transferred whether through the Broker, or by the Owner, or through anyone else prior to the expiration of this Agreement or any extension thereof; or (b) a buyer is procured or introduced by Broker or the Owner or by or through anyone else who is ready, willing and able to purchase the Subject Property on the terms above stated or other terms acceptable to Owner prior to the expiration of this Agreement or any extension thereof. If Owner should choose not to sell or transfer the property as stated in section (b) the Owner shall pay a comission based on a full price offer; or (c) any contract for the sale, exchange, or other transfer of the Subject Property is made directly or indirectly by the Owner or its affiliate prior to the expiration of this Agreement or any extension thereof; or (d) prior to the expiration of this Agreement or any extension thereof, Owner removes the Subject Property from the market, renders the Subject Property unmarketable by Owner's voluntary act or contributes or conveys said property or any interest therein to a partnership, joint venture, or other entity, or the Subject Property is transferred due to eminent domain or the threat thereof, foreclosure, or conveyance in lieu of foreclosure; or (e) within one hundred eighty (180) days after the expiration of this Agreement or any extension thereof, the Subject Property is sold to or otherwise transferred, or an agreement is executed leading to a sale or other transfer with, any person or entity (or their successors, assigns or affiliates), whom Broker has negotiated or to whom Broker has submitted the Subject Property for consideration prior to such expiration in an effort to effect a transaction and whose name appears on any list of such persons or entities which Broker shall have mailed to Owner at the address stated below at any time within thirty (30) days immediately following such expiration; provided, however, if Broker has submitted a written proposal to acquire the Subject Property prior to such expiration, then it shall not be necessary to include such person or entity's name on the list.  Broker is authorized to continue negotiations with the persons or entities described in Subsection (e).

2.               As used in this Agreement the term "sale" shall include an exchange of the Subject Property, and also the granting of an option to purchase the Subject Property.  Owner agrees that in the event such an option is granted, Owner shall pay Broker a sales commission in accordance with the Schedule of Commissions on the price paid for the option and for any extensions thereof.  This commission shall be paid upon receipt by Owner of any such payment(s).  In the event such an option is exercised, whether during the Term or thereafter, Owner shall also pay Broker a sales commission on the gross sales price of the property in accordance with the Schedule of Commissions.  To the extent that all or part of the price paid for the option or any extension thereof is applied to the sales price of the Subject Property, then any commission previously paid by Owner to Broker on account of such option payments shall be credited against the commission payable to Broker on account of the exercise of the option.

3.               Owner further agrees that in the event a lease is entered into prior to expiration of this Agreement or any extension thereof, or is made or negotiated during the one hundred eighty (180) day period thereafter pursuant to the provision of Subsection 2(e) above, to any person or entity whose name appears on the above list or from whom Broker has submitted a written offer, Owner shall pay to Broker a lease commission in accordance with the appropriate provisions set forth in the attached SCHEDULE OF COMMISSIONS.

4.               In the event an escrow is opened for sale of the Subject Property or Owner accepts an offer to purchase the Property during the Term, or any extension thereof, and the sale is not consummated for any reason then, in that event, the Term shall be extended for a period of time equal to the number of days that the escrow had been opened and/or the Property had been removed from the market, whichever is longer, provided that, in no event shall such extension(s) exceed one hundred eighty (180) calendar days in the aggregate.

5.               Commissions shall be payable hereunder when earned or at closing, closing of escrow, recordation of the deed, or possession by the buyer, transferee, or tenant, whichever occurs first.

6.               Owner agrees to cooperate with Broker in effecting the sale of the Subject Property and to immediately refer to Broker all inquiries of any party interested in the property.  All negotiations shall be through Broker.  Broker is authorized to accept a deposit from any prospective buyer and to handle it in accordance with the instructions of the parties unless contrary to applicable law.  Broker is further authorized to advertise the property and shall have the exclusive right to place a sign or signs on the Property if, in Broker's opinion, such would facilitate the sale of the Subject Property.  Broker may cooperate with other licensed real estate brokers.

7.               Owner agrees to comply with all applicable federal, state and local laws, regulations, codes, ordinances and administrative orders having jurisdiction over the parties, Property or the subject matter of this Agreement, including, but not limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment in Real Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act, The Americans With Disabilities Act, and all other applicable anti-discrimination laws and regulations.  It is understood that it may be illegal to refuse to display, lease or sell to any person because of race, color, religion, national origin, sex, marital status, or physical disability.

8.               Owner warrants that he is the sole owner of the Subject Property or has the full written legal authority from any other owner(s) to execute this Agreement on their behalf and to bind them thereto, and that, except as may be set forth in this Agreement, no person or entity who has an ownership interest in the Subject Property is a foreign person as defined in the Foreign Investment in Real Property Tax Act (commonly known as "FIRPTA").  Each signatory to this Agreement represents and warrants that he has full authority to sign this Agreement on behalf of the party for whom he signs and that this Agreement binds such party.

9.               Owner agrees to disclose to Broker and to prospective buyers or tenants any and all information which Owner has or is aware of regarding present and future zoning and environmental matters affecting the Subject Property and the condition of the Subject Property, including, but not limited to structural, mechanical and soils conditions, the presence and location of asbestos, PCB transformers, other toxic, hazardous or contaminated substances, and underground storage tanks in, on or about the Subject Property.  Broker is authorized to disclose any such information to prospective buyers or tenants.  Owner agrees to indemnify and hold Broker harmless from any liability, costs or damages and/or expenses, including without limitation attorney's fees, arising from or connected with any incorrect, incomplete or misleading information supplied by Owner, any information which Owner fails to supply, or any incorrect representation of Owner.

10.               Owner acknowledges that in some cases Broker may represent prospective  buyers or tenants.  Owner desires that the Subject Property be presented to such persons or entities, and consents to the dual representation created thereby. 

11.               Owner and its counsel will be responsible for determining the legal sufficiency of any purchase agreement and any other documents relating to any transaction contemplated by this Agreement.

12.               No amendments or alterations of the terms hereof or withdrawal of this Agreement shall be valid or binding unless made in writing and signed by both Owner and an authorized representative of Broker, and the Owner and Broker agree that there are no statements, representations, inducements or promises made or relied upon by one or the other, except as expressly stated herein. This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes any prior agreements among them with respect to such subject matter.

13.               In the event of any dispute between Owner and Broker relating to this Agreement, the Subject Property or Owner or Broker's performance hereunder, Owner and Broker agree that such dispute shall be resolved by means of binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.  Depositions may be taken and other discovery obtained during such arbitration proceedings to the same extent as authorized in civil judicial proceedings in the state where the office of Broker executing this Agreement is located.  The arbitrator(s) shall be limited to awarding compensatory damages and shall have no authority to award punitive, exemplary or similar type damages.  The prevailing party in the arbitration proceeding shall be entitled to recover its expenses, including the costs of the arbitration proceeding, and the prevailing party's attorneys' fees, court costs, expert witness fees and other expenses related to such attempt to recover, including such fees, costs and expenses on any appeal and review.

14.               In the event any commissions or other payments are due and owing hereunder to Broker and not promptly paid when due and owing, they shall, from the date of such default bear interest at the rate of eighteen percent (18%) per annum, or if less, the maximum non-usurious rate of interest to which the parties could contract in writing for the forbearance of money under appropriate state and federal law, on the date of such default.

15.               In the event that Owner lists the Subject Property with another broker after the Term of this Agreement, Owner agrees to provide in the subsequent listing agreement that a commission will not be payable to the new broker with respect to transactions for which Owner remains obligated to pay a commission to Broker under this Agreement.

16.               If security, earnest money or similar deposits are forfeited, in addition to any other rights of Broker pursuant to this Agreement, Broker shall be entitled to one-half (1/2) thereof, but not to exceed the total amount of the anticipated commission.

18.        SCHEDULE OF COMMISSIONS: The commission shall be A $40,000 STRAIGHT FEE and shall be payable as stated in this agreement.  Sellers agrees that broker has permission for proceeds to be taken out of escrow at time of closing.

19.        OTHER: This is a split with C21 Jacl Gischel

Owner acknowledges receipt of a copy of this EXCLUSIVE AUTHORIZATION TO SELL which Owner has read, fully understands, and has executed. Only one signature is required by Owner and Broker.