AGREEMENT TO BUY AND SELL REAL ESTATE

THIS AGREEMENT TO BUY AND SELL REAL ESTATE ("Contract") is

made this ______ day of ______ , 2006, by and between Blue River
Ridge at Blowing Rock, LLC (“Seller”) and _________________,____
_____________________, (collectively or singularly “Purchaser”). This Contract
shall become binding on the date of last execution by both of the parties hereto,
subject to receipt of the required Earnest Money referenced herein.

WITNESSETH:

1. Property Description. In consideration of the mutual promises

contained in this Contract, Purchaser agrees to buy and Seller agrees to sell, the
real estate described in Exhibit A attached hereto and made a part of this
Agreement, and more commonly known as Lot ______(“Property"), being a
portion of the development known as the Grandfather Vistas Community, located
in Caldwell County, North Carolina ("Project").

2. Purchase Price. Purchaser agrees to pay as the full Purchase Price of

the Property the sum of $_ ____________ (Purchase Price") payable as follows:

a. Earnest Money Deposit:$ __________ , by confirmed funds no

later than Ten (10) days of the date of this Contract.

b. The balance of the Purchase Price by certified funds to be paid at

Closing.

Balance Amount:$________________

3. Earnest Money Deposits: This Contract is accompanied by an

Earnest Money Deposit which, in total, must equal at least ten (10%) percent of
the Purchase Price (the “Earnest Money”), as indicated in Section 2 above, to be
deposited with Mr. Phil Murdock, Jr., Esq. of the Nexsen Pruet Closing Network,
LLC (“Escrow Agent”) to be held and disbursed in accordance with the terms of
this Contract.

4. Closing Date. The parties agree that the terms of this Contract shall be
complied with and the closing of this transaction shall take place (the “Closing”)
on or before the earlier to occur of (i) three (3) business days following the
preparation of Buyer’s loan package; or on (ii) ___________ (“Closing Date”).
Closing shall be held on the Closing Date, and to be conducted in collaboration
with the Escrow Agent, unless the parties agree otherwise.

5. Financing Condition. Seller and Purchaser acknowledge that Seller,

through its listing agent, has arranged for favorable financing terms for each
purchaser, subject to approval under the terms of such financing. In the event
Purchaser does not qualify for such financing, and, within three (3) business days
of notice regarding such non-qualification, Purchaser shall have the right to
terminate this Contract, by giving Seller and the Escrow Agent two (2) business
days prior written notice, and upon such notice shall have the Earnest Money
returned to the Purchaser with no further obligation on the part of Purchaser or
Seller.

6. Conveyance of Property. At Closing, Seller shall convey marketable

title to the Property to Purchaser in fee simple by general warranty deed, free
from encumbrances except those of record in the county in which the Property is
located, and those that Purchaser agrees under this Contract to assume. If an
owner's title commitment can be issued by an ALTA title insurance company,
without any unusual or extraordinary exceptions, at standard rates, Seller shall
be deemed to have complied with the obligation to convey marketable title.

7. Closing Expenses. Seller shall be responsible for preparation of the

deed, all brokerage fees and real estate commissions and Seller shall also pay
for the Attorney’s Fees so long as Purchaser utilizes the services of the Escrow
Agent. Purchaser shall be responsible for all other closing fees, bank or
mortgage fees, all revenue or tax stamps, all other Closing costs.

8. Prorations. All county property taxes, municipal taxes (if any),

maintenance assessments and other applicable charges shall be prorated as of
the closing date.

9. Mortgage/Deed of Trust Release. Seller agrees that it will obtain,

following Closing, release of the Property from any Mortgage/Deed of Trust lien,
if any, which may cover the Property.

10. Association Covenants and Restrictions. Purchaser expressly

understands and agrees that the Property shall be conveyed subject to the
recorded plat, to the general easements, equitable restrictions, limitation on use,
and affirmative obligations to pay charges, and the covenants and restrictions, as
amended, referenced in and a part of the declaration otherwise referred
collectively as the (C)onditions, (C)ovenants and (R)estrictions for Grandfather
Vistas. The CCR’s may include, but shall not be limited to, restrictions and
covenants regarding architectural standards, minimum home size, maintenance
of common areas and assessment of fees related thereto.

11. Condition of Property. It is agreed that Purchaser purchases, and

seller sells the Property in an "as is" condition, and neither seller nor its agents
has made any commitments or accepted any obligations for further work on the
Property or in the neighborhood of the Property, other than completion of the
roadways and utilities within the Project, except as may be expressly set forth in
this Contract. Moreover, Purchaser acknowledges that neither seller nor its
agents has made any pledges, covenants or commitments in regard to the
development of the project which has induced the purchase of the Property
except as stated in this Contract, the covenants, the recorded plat.

12. Disclaimer by Brokers and Agents. The parties acknowledge that

the Listing and Cooperating Broker(s) and their Agent(s) give no guaranty or
warranty of any kind, express or implied, as to the physical condition of the
Property or as to the merchantability or fitness for a particular purpose of the
Property, and that Purchaser has relied solely upon his own investigation and the
opinion of the closing attorney in regards to the condition of the Property or the
title thereof.

13. Facsimile and Other Electronic Means. The parties agree that the
offer, any counteroffer and/or acceptance of any offer or counteroffer may be
communicated by use of a fax or other secure electronic means, including but not
limited to electronic mail and the internet, and the signatures, initials and
handwritten or typewritten modifications to any of the foregoing shall be deemed
to be valid and binding upon the parties as if the original signatures, initials and
handwritten or typewritten modifications were present on the documents in the
handwriting of each party. Notice to either party shall be effective when
addressed to the respective notice address of each party provided in the Notice
Addendum attached hereto.

Notwithstanding the above, any notice to Seller must be accompanied by a

required notice to:

Mr. Phil Murdock, Jr. Esq.

Nexsen Pruet Closing Network, LLC
1425 Constitution Blvd.
Rock Hill, SC 29732
Phone: (803)366-8999
Fax: (803)980-1158
Cell:(803)517-8998

14. Default. On Purchaser's failure to comply with the terms of this

Contract within the stipulated time, and after receipt of notice of Purchaser's
default with a five (5) day right to cure, Seller may: (a) because of the difficulty in
ascertaining actual resulting damages, retain the Earnest Money deposit as
liquidated and agreed damages; or (b) seek specific performance of the Contract;
or (c) sue for damages; or any combination of all three as Seller sees fit and in its
sole discretion.

On a default by Seller, and after notice with a five day right to cure,
Purchaser may: (a) cancel the Contract and obtain a refund of the earnest money
deposit; or (b) seek specific performance of the Contract.

15. Sole Agreement & Addendums. This Contract supersedes any and
all understandings and agreements between the parties and constitutes the sole
and entire agreement between the parties. No oral statements or representations
shall be considered a part of this Contract. Any modifications must be in writing
and acknowledged by the parties. Nothing in this Contract shall be intended or
construed to limit any right of Purchaser arising from the Interstate Land Sales
Full Disclosure Act.

This contract may, however, be subject to specific terms or conditions which are
detailed further in Exhibit “B”. In order to be effective, however, any such
Addendum must be executed in the same format as the Contract to which same
is attached.

16. Binding Effect. This Contract is binding on the heirs, personal

representatives, successors and assigns of the parties.

17. Assignment. The rights of Purchaser pursuant to this Contract may

not be assigned without the written authorization of the Seller.

18. Enforceability. Should any provisions of this Contract be void or

become unenforceable at law or in equity, the remaining provisions shall remain
in full force and effect and shall not in any manner be affected or impaired by the
void or unenforceable provisions.

19. Multiple Counterparts. This Contract may be executed in multiple

counterparts each of which shall be deemed an original and shall be given the
same force and effect as if all parties had executed one and the same original.

20. No Waiver. No failure of a party to exercise any power or right granted

under this agreement or to insist on strict compliance with any obligation
specified in this Contract, and not practice at variance with the terms of this
Contract, shall constitute a waiver of that power or right unless expressly
authored in writing by the affected party.

21. Notice. The notice address provided by Purchaser below shall be

deemed the appropriate address for notice or any return of deposit required
hereunder. When deposited in the United States Postal Service, with applicable
postage, the requirements for notice or return of deposit shall be deemed to have
been satisfied.

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IN WITNESS WHEREOF, this Agreement has been duly executed on the dates
indicated below by the parties.

Witness: PURCHASER:

____________________________
_______________________________
____________________________ Print Name: ______________________
Date: _________________________

_______________________________
___________________________ Print Name: _____________________
Date:__________________________
___________________________

Purchaser Address:

____________________________

__ _________________________

SELLER:

Witnesses: Blue River Ridge at Blowing Rock, LLC

___________________________By:____________________________
Its:__________________________
___________________________ Date:________________________

ACKNOWLEDGED BY THE SELLING

OR DESIGNATED AGENT:

___________________________