This agreement is made and entered into this _________ _________[date] by and between _________(owner) of _________(city), _________(state) and _________(owner) of _________(city), _________(state) and is further made and entered into with respect to the following facts and circumstances:

(name and address of escrow company)

and is scheduled to close in accordance with those certain written escrow instructions executed by Owners.

Therefore, with reference to the above recited facts and in consideration of the mutual covenants, conditions and promises later set forth and other good and sufficient consideration, the receipt of which is acknowledged, Owners agree as follows:

(list types and amounts of insurance)

Such policies of insurance shall name Owners jointly as insureds and contain such lender endorsements as may be required. The parties shall likewise pay ½ of all water, electric, and gas utility costs.

4. Subject Property shall be maintained in a good, first class condition with each of the parties bearing ½ the cost of the maintenance and repair. Save and except for emergency repairs, the parties shall first confer and agree in writing prior to incurring any maintenance or repair obligation in excess of $100.00.

5. No material alteration or improvement of Subject Property shall be made without the written consent of Owners. In addition to describing the nature and extent of such alteration or improvement, such written consent shall also set forth in detail the financial responsibility for such alteration or improvement.

6. Neither party to this agreement shall cause or suffer any lien, encumbrance, or charge (whether voluntary or involuntary) against Subject Property without the express written consent of the other party. Unless otherwise agreed to in writing, any further encumbrance of Subject Property shall be subject to and junior to the rights and privileges granted in this agreement. A memorandum of this agreement shall be recorded concurrently with the close of the escrow referred to in recital C above.

7. Neither Subject Property nor any interest in this agreement shall be sold or transferred, by operation of law or otherwise, for a period of _________ years from the date of closing of the aforementioned escrow, save and except as may be otherwise expressly provided for in this agreement. After the period of time provided for has elapsed, should only one of the parties desire to sell his or her interest, the nonselling party shall have a right of first refusal to acquire the interest of the selling party on the same terms and conditions or alternatively elect to cause a sale of Subject Property as more particularly provided for in paragraph 8 below.

8. The selling party shall deliver to the nonselling party a copy of the offer to purchase as well as the credit report and financial statement of the proposed buyer. Within 20 days after receipt of the 3 items specified in this agreement, the nonselling party shall cause to be delivered to the selling party written notice of election of 1 of the following options:

(a) Acceptance of new buyer;

(b) Election of nonselling party to purchase selling party's interest on the same terms and conditions as contained in the offer;

(c) Election of nonselling party to have Subject Property sold.

The failure of the nonselling party to respond within such 20 day period shall be deemed an election to accept the new buyer. The purchase of an interest in Subject Property shall be subject to the terms and conditions of this Agreement.

9. In the event of a failure by either party to timely perform the obligations on the party's part to be performed and such failure constitutes a material breach of this Agreement, then and in that event, the nonbreaching party shall, in addition to such remedies as may be available at law, be entitled to exercise the following remedies:

10. In the event of the death of 1 of the parties to this agreement, the surviving party shall have the right to cause a sale or purchase the interest of the deceased party in accordance with the provisions of paragraph 9 above. Any valuation date shall be as of the date of death.

11. If Subject Property or any portion of it is sold, the net proceeds from such sale shall be equally divided between the parties, subject to such advances as 1 party may have made on behalf of the other party pursuant to the terms of this Agreement.

12. The failure of 1 party to occupy Subject Property shall in no way relieve that party of any of the party's obligations as set forth in this Agreement. Time is of the essence. This agreement shall be construed in accordance with the laws of the State of _________. Any dispute concerning Subject Property or this Agreement shall be submitted to binding arbitration before the American Arbitration Association. The prevailing party, if any, in such arbitration shall be entitled to recover reasonable attorney fees and costs.

In Witness of which the parties have set their hand and seal on the date first above written.

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