LA VICTORIA TACO (SAUL PORTILLO)

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4. The purchase price set forth in Paragraph 3 shall be payable as follows: (a) Buyer agrees to deposit the sum of $77,134.00 into the escrow described in Paragraph 16 of this Contract within 30 days from and after the date of execution of this Contract. 5. Sellers hereby warrant and represent to Buyer that; (a) Sellers are the sole owners of the business, and no other person has any claim, right, or title to, or interest in the business. (b) Sellers have no undischarged obligations affecting the assets being sold pursuant to this Contract, other than obligations arising in the usual and regular course of business. (c) Sellers have paid, or shall pay, all taxes owed, all unpaid lease(rent) payments and any unpaid lease payments owed on any of that certain furniture, fixtures and equipment which is shown on that attached INVENTORY. (d) To the best of Sellers' knowledge, the purchase and sale will not conflict with or violate any agreement or law to which Sellers or the business is subject and there are no pending or threatened lawsuits, other judicial proceedings, or administrative proceedings involving Sellers or the business. 6. Sellers shall discharge all of Sellers' liabilities or obligations that appear, on the date of this Contract, as to those certain items of the business which are being purchased by the Buyer. 7. The purchase and sale of the business' assets shall be conducted in full compliance with the requirements of the Bulk Sales Law of the State of California (Commercial Code Sections 6101-6111). S. The sale and purchase shall be closed on or before July 31, 1995, at 8:00 A.M. through an escrow to be established immediately on execution of this Contract by Buyer and Sellers. As used in this Contract, "closing" means the passing of title to the property listed in Paragraph 1, hereof, from the Sellers to the Buyer. The closing shall take place at the offices of the Escrow Agent appointed in accordance with Paragraph 15, hereinbelow. 9. After the closing, Sellers may continue to operate the business in the same manner as Sellers have operated it in the past. However, it is the intent of the Buyer that said business shall be completely closed, in a timely manner. As a result, it is the Buyer's request that the Sellers commence closing of the business on November 11 1995, so that all outstanding receivables will have been collected by the December 31, 1995, the last date said business shall operate at said location.