       EARNEST MONEY CONTRACT FOR SALE OF UNDEVELOPED REAL ESTATE 

       This Agreement, hereinafter referred to as "Contract", is entered 
       into on the __________ day of __________, 19_____, by and between 
       ________________________________________________________________, 
       hereinafter referred to as "Buyer", and 
       ________________________________________________________________, 
       hereinafter referred to as "Seller", under the terms and 
       conditions set forth below. 
       
       PROPERTY:  Seller agrees to sell and convey to Buyer, and Buyer 
       agrees to purchase and acquire from Seller, on the conditions and 
       for the considerations stated below, the following real property, 
       hereinafter referred to as the "Property", 
           
           (legal description of Property)
           
       containing approximately __________ acres, together with all 
       improvements, fixtures and personal property situated on and 
       attached to the Property, inclusive of one hundred percent (100%) 
       interest of all oil, gas, coal, lignite, uranium and other 
       minerals, whether similar or dissimilar, valuable or invaluable, 
       in, under, on, about and that may be produced from the Property.

       The Property includes all easements, rights of way, licenses, 
       rights, privileges, and interests in any way affecting or serving 
       any or all of the Property, and all rights, title and interest, 
       if any, of the Seller in and to any strips of land lying adjacent 
       and contiguous to the Property, whether those lands are owned or 
       claimed by deed, limitations, or otherwise, and whether located 
       inside or outside of the survey description attached to this 
       Contract. 

       CONSIDERATION:  The consideration for this sale and the purchase 
       is to be made and the purchase price to be figured on a net per 
       acre price of $ __________._____, computed net of all easements, 
       encroachments, and rights-of-way on and across the property and 
       multiplied by the number of net acres as determined by the survey 
       prepared in accordance with this Contract, and paid to Seller as 
       follows: 
           
       1. An Earnest Money Deposit in the amount of $__________.____, 
       paid in cash to Seller upon execution of this Contract.
       2. The balance of the purchase price as determined by the survey 
       above, either a), to be paid in cash to Seller at time of 
       closing, or b), by delivery from Buyer to Seller of a Promissory 
       Note executed upon consummation of this sale in favor of Seller 
       by Buyer. 

       If Seller is required to satisfy or discharge any existing 
       outstanding lien on the Property, Buyer may reduce the amount of 
       payment under subsection 2 above by the amount of said lien, and 
       deliver that amount at the time of closing in cash proceeds 
       payable jointly to Seller and the lienholder. 
                                  
       DEFAULT:  After execution of this Contract by Buyer and Seller, 
       default shall consist of the failure of either party to perform 
       its respective obligations and duties under the terms of this 
       Contract, or if any warranty, representation, or statement made 
       or furnished by either party in conjunction with this Contract 
       proves to have been false in any material respect when made, and 
       in the event of such default, Buyer and Seller shall each have 
       the right to sue for specific performance and/or damages in 
       addition to any other relief provided in this Contract or any 
       documents attached hereto. 
           
       It is further agreed that in the event Buyer fails to consummate 
       this Contract as specified herein for any reason except title 
       defects, or upon the failure of Buyer to comply with any of the 
       other stipulated prerequisites to closing, the Earnest Money 
       Deposit shall be retained by Seller as liquidated damages.
           
       It is further agreed that in the event Seller fails to consummate 
       this Contract as specified herein for any reason, or upon the 
       failure of Seller to comply with any of the other stipulated 
       prerequisites to closing, the Earnest Money Deposit shall be 
       returned to Buyer by Seller within a period of not more than ten 
       (10) days from such failure.   
                  
       TITLE:  Good and merchantable title to the Property shall be 
       conveyed from Seller to Buyer via Warranty Deed at closing.  In 
       addition, Seller agrees to furnish an Owner's Title Policy within 
       thirty (30) days of the execution of this Contract.  If the title 
       company issues a title report committing itself to issue the 
       Owner's Title Policy, then all parties agree that Seller shall 
       have complied with Seller's obligation to furnish a good and 
       merchantable title. 
       
       If the title company's attorney objects to the title, Seller 
       shall have a reasonable time, not to exceed thirty (30) days from 
       the date the objections are made known to Seller in writing, in 
       which to cure the defects in such a way as will show good and 
       merchantable title, with any curative documentation to be filed 
       by Seller and at Seller's expense. 

       SURVEY:  Seller, at Seller's sole cost and expense, shall cause 
       to be delivered to Buyer and the title company within thirty 
       (30) days from the execution this Contract, a current survey of 
       the Property, showing the location of all improvements, highways, 
       streets, roads, fences, easements, drainage ditches, rights-of-
       way, creeks, and water courses on or adjacent to the property, if 
       any, for purposes of deleting from the title policy to be issued 
       the printed exceptions as to discrepancies, conflicts, or 
       boundary line encroachments.  The survey shall contain the 
       surveyor's certification that there are no encroachments on the 
       Property and shall set forth the number of acres comprising the 
       Property, together with a metes and bounds description of the 
       Property, calculated to the nearest one thousandth of an acre, 
       with the certification of acreage to be used for computing the 
       purchase price. 

       TAX DOCUMENTATION:  Within thirty (30) days from the execution of 
       this Contract, Seller shall deliver to Buyer a copy of the paid 
       real estate tax bills for the Property immediate preceding two 
       (2) years from date, an assessment for real property valuation of 
       the Property, and a statement by Seller that all required taxes 
       have been paid. 
       
       SELLER'S COVENANTS:  Seller hereby represents and warrants to 
       Buyer that there are no defaults under any existing mortgages 
       secured by the subject tract and no default shall be created 
       because of this sale; there is no pending or threatened 
       condemnation or similar proceeding or assessment affecting the 
       Property, nor to the best knowledge and belief of Seller is any 
       such proceeding or assessment contemplated by any governmental 
       authority; the Property has full and free access to and from 
       public highways, streets, or roads, and to the best knowledge and 
       belief of Seller there is no pending or threatened governmental 
       proceeding which would impair or result in the termination of 
       such access; Seller has complied with all applicable laws, 
       ordinances, regulations, statutes, rules and restrictions 
       relating to the property or any part of the Property; no work has 
       been performed or is in progress on the Property which might give 
       rise to mechanics', materialmen's, or other liens against the 
       land or improvements or any portion of them. 

       CLOSING:  If both Seller and Buyer honor their obligations as set 
       forth in this Contract, the parties shall proceed to closing on a 
       mutually acceptable date not earlier than thirty (30) nor later 
       than ninety (90) days after the execution of this Contract.  At 
       closing, the following shall occur in addition to the events 
       described herein:  Seller shall deliver possession of the Property 
       to Buyer, and Seller shall furnish evidence of payment of all 
       taxes on the Property for the year __________, and certificates 
       of taxes paid from all authorities assessing taxes on the 
       Property; taxes for the current year shall be pro-rated between 
       Seller and Buyer as of the closing date; and Buyer and Seller 
       shall execute any other documents necessary to consummate the 
       purchase and sale of the Property.       
       
       NOTICE:  Any notice required or permitted to be given under this 
       Contract by one party to the other shall be in writing and shall 
       be given and deemed to have been served and given if delivered in 
       person to the address set forth below for the party to whom the 
       notice is given, or if placed in the United States mail, postage 
       prepaid, Certified Mail, Return Receipt Requested, and addressed 
       to the party at the address specified below: 
           
       Seller: ________________________________________ 
               ________________________________________ 
               ________________________________________ 
               
       Buyer:  ________________________________________ 
               ________________________________________ 
               ________________________________________ 

       
       From time to time either party may designate another address for 
       all purposes of this Contract by giving to the other party not 
       less than five (5) days advance written notice of the change of 
       address in accordance with the provisions of this paragraph. 

       MISCELLANEOUS PROVISIONS: 
       
       Neither Buyer nor Seller shall have the right to transfer or 
       assign their interest in this Contract without the prior written 
       consent of the other party. 

       Time is of the essence in this Contract, and all time limits 
       shall be strictly construed and rigidly enforced. 

       A failure or delay in enforcement of the rights granted by this 
       Contract by Buyer or Seller shall not constitute a waiver of that 
       party's rights or a basis for estoppel. 

       If any provision of this Contract shall, for any reason, be 
       determined to be unenforceable, in whole or in part, the 
       invalidity of that specific provision shall not invalidate any 
       other provision, and all other provisions shall remain in full 
       force and effect unless removal of the invalid provision destroys 
       the legitimate purposes of this Contract, in which event this 
       Contract shall be cancelled. 

       Delays in the performance of any duties under this Contract not 
       due to the fault of, and not within the reasonable preventive 
       control of, the defaulting party, including but not limited to, 
       fire, flood, labor disputes, natural disasters, acts of God, 
       civil disorders, riots, insurrections, or other similar events, 
       shall not cause a default in the performance.  The parties shall 
       extend the time of performance for a period of time equivalent to 
       the length of delay, or for such other reasonable period of time 
       as agreed to between the parties. 

       This Contract shall be binding on, extend to, and inure to the 
       benefit of the heirs, successors, and assigns of the respective 
       parties. 

       This Contract constitutes the entire agreement between the 
       parties.  Any change in this Contract shall be effective only if 
       in writing and duly executed by the respective parties. 

       Signed on this __________ day of __________, 19_____. 



       ______________________________    ______________________________ 
       Buyer                             Seller 



       ______________________________    ______________________________ 
       Buyer                             Seller 

       
       
       STATE/COMMONWEALTH OF __________
       COUNTY/BOROUGH/PARISH OF __________ 

       BEFORE ME, the undersigned authority, on this day personally 
       appeared _____________________________________________ {name(s)}, 
       known to me to be the person(s) whose name(s) is(are) subscribed 
       to the foregoing instrument, and acknowledged to me that 
       he(she)(they) executed said instrument for the purposes and 
       consideration therein expressed. 

       GIVEN under my hand and seal of office on this __________ day of 
       __________, 19_____. 
                                                                        


                                               _________________________ 
                                               Notary Public's Signature 
                                                                        
                                               (seal/stamp)
