GASTON & RUTH CILLIANI LIVING TRUST 1-2007

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(improvements pertaining to the realty), severance damages, and bonus value (if applicable), the total cash sum of THREE HUNDRED FORTY SEVEN THOUSAND FOUR HUNDRED AND No/1 00 Dollars ($347,400); City additionally agrees to transfer to Seller City's Real Property, as described and depicted on Exhibit "c" (hereinafter "Remnant Parcels") attached hereto and by this reference made a part hereof, valued at Three Hundred Fifty Thousand And No/100 Dollars ($350,000), to Seller. Thus, in addition to the payment in cash of THREE HUNDRED FORTY SEVEN THOUSAND FOUR HUNDRED AND No/100 ($347,400), City agrees to transfer to the Seller the City's remnant portions of land area on APN: 007-30-13 and APN: 007-30-14, after subtracting the land area necessary for the road expansion. The Remnant Parcels being transferred from the City to the Seller measure approximately 11,141 square feet :t, and are described as and depicted in the plat maps attached hereto as Exhibit "C". A legal description and plat map of the City's Remnant Parcels to be transferred to Seller will be provided to the Seller during escrow. Seller also agrees to demolish the existing building and all Improvements on said Property on or before June 30, 2008. All costs associated with the demolition of the Improvements on Said Property shall be the sole and absolute responsibility of the Seller. City agrees to deposit said purchase price in escrow with the Escrow Agent within Sixty (60) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay said purchase price to Seller only after or concurrent with the satisfaction of the following conditions precedent: (a) Conveyance of Said Real Property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying Said Real Property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Grant Deed conveying Said Real Property to City. (e) Acceptance by Seller of a Grant Deed from the City transferring clear and marketable title to the Remnant Parcels as described hereinabove and depicted in Exhibit "C", attached hereto and by this reference made a part hereof. 7. Possession. Seller agrees to deliver to City, on the date the Grant Deed conveying Said Real Property to City is recorded, quiet and peaceful possession of Said Real Property, subject to the terms and conditions set forth in the Non-Exclusive License & Demolition Agreement (attached hereto as Exhibit "0") between Licensor, Licensee Clinic and Licensee Pharmacy, which is to be executed at the close of escrow for this transaction. 8. Rental and Occupancy Bv Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by Buyer and deliver same to Buyer within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30- day month/360-day year consistent with that statement, subject to approval of Buyer. Seller hereby agrees not to rent any units on the premises which are now vacant, or which may be vacated by present occupants prior to close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of Buyer during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental Page 3 of12