OFFER TO PURCHASE/SALE AGREEMENT This PURCHASE/SALE AGREEMENT, hereinafter called the AGREEMENT, is made this ___ day of ________, 2000, by and between ____________________________________, OWNERS, of ______________________, hereinafter called the SELLER, of the ______________________, hereafter referred to and called the VESSEL, together with all gear, machinery, furnishings and all other articles and appurtenances thereto belonging, as described on the attached information sheet, ATTACHMENT A, _____________________________________, hereafter called the BUYER. 1. SELLER agrees to sell and the BUYER agrees to buy the VESSEL, subject to the terms and conditions contained in this AGREEMENT. Both SELLER and BUYER understand that this is a private sale. 2. The purchase price of this VESSEL is __________________________($________). BUYER shall upon signing this agreement, deposit with _______________________, known as BROKER, ($_________) as earnest money to be applied toward the purchase price of VESSEL upon finalization or termination of this agreement. 3. This AGREEMENT shall become null and void if not accepted by the SELLER on or before 5:00 PM on the ____ day of ____________, 2000. 4. BUYER may and shall instruct an agent and/or surveyor to investigate the VESSEL and its equipment to BUYERS satisfaction. 5. BUYER agrees to the purchase of the VESSEL with the following additional provisions: A. Visual Inspection satisfactory to the BUYER, on or before ______________, 2000. B. Marine Hull Survey/Equipment Survey/and Engine Survey C. Marine Financing if necessary---NOT NECESSARY D. Closing of SALE on or before ____________, 2000. BUYER hereby agrees that in the event BUYER fails to pay the balance of the purchase price and close this transaction on or before 5:00 PM on the ____ day of _________, 2000, then in accordance to the terms of this AGREEMENT, BUYER’S earnest money deposit shall be retained as liquidated and agreed damages and the parties involved shall be relieved of any and all obligations arising from this AGREEMENT. The deposit shall be liquidated and divided between the SELLER and the BROKER after all expenses are paid. 6. SELLER hereby warrants that the VESSEL is being sold free and clear of any and all debits, claims, recorded and unrecorded liens and encumbrances of any nature whatsoever. SELLER also warrants VESSEL to be free to sell and/or purchase of other sale contracts with other brokerage firms. SELLER warrants and defends that the SELLER has a good and marketable title to the VESSEL and full and lawful right and authority to sell the VESSEL. SELLER hereby agrees to Deliver, at closing, all documents required for the transfer of ownership to BUYER. 7. This AGREEMENT shall take effect on the date it is signed by all parties involved. SELLER hereby agrees not to enter into any other agreement for the sale of the VESSEL while this AGREEMENT is in effect. 8. The VESSEL shall be delivered to the BUYER at ______________________ on the date BUYER make full and final payment of the purchase price, (on or before ________, 2000) in a form satisfactory to the SELLER. VESSEL shall be delivered together with all gear, machinery, equipment, furnishings and all other articles and appurtenances included and belonging as described in the attached information sheet. 9. The risk of loss, damage, or destruction of the vessel shall be the responsibility of the SELLER until this transaction is consummated. This is without prejudice to any other rights BUYER may have in this event. Page 1 of 2 10. If the BUYER defaults per terms of this agreement, all expenses incurred by and/or behalf of BUYER for sea trial and survey of the VESSEL, shall be paid from the BUYER’S earnest money deposit. BUYER’S earnest money deposit, less any deducted expenses, shall be liquidated as per paragraph 5. If the SELLER defaults in accordance to the terms of this agreement, then the earnest money deposit shall be retained by the BUYER less any expenses incurred in behalf of the BUYER by the BROKER. 11. Any sales tax imposed on this sale is the responsibility of the BUYER and BUYER guarantees to indemnify the SELLER from payment of said sales tax. Any use tax imposed on this sale is the responsibility of BUYER and BUYER guarantees to indemnify SELLER from this payment of said use tax. 12. This AGREEMENT is BINDING on SELLER and BUYER, their heirs, executors or assigns as soon as it executed by both parties. 13. This Agreement and any executed Addenda attached constitute the entire AGREEMENT between the parties involved and it is agreed and understood that there are no other duties, obligations, liabilities or warranties, implied or otherwise, other than those contained herein. 14. SELLER shall pay BROKER a finders fee, fees as described in separate AGREEMENT ______, after SALE of VESSEL is complete and the SELLER/BUYER will not hold the BROKER liable for any obligations arising from this agreement. 15. I/We have read and understand the terms and conditions of this AGREEMENT concerning the purchase of the hereinabove described VESSEL and representations not explicitly contained herein. 16. Sale of VESSEL is subject to acceptable and complete survey at BUYERS expense. Marine Survey of Hull and Machinery is to be completed on or before ______________, 2000. 17. BROKER shall help deliver the VESSEL after SALE is complete to a reasonable port in _____________________________, with BROKER’S expenses paid after delivery as agreed upon. AGREED TO and ACCEPTED this _____ day of___________________, 2000. BUYER____________________________Witness__________________________ BUYER____________________________Witness__________________________ SELLER___________________________Witness__________________________ SELLER___________________________Witness__________________________ Receipt of the BUYER’S earnest money deposit in the form of a Personal Check #________________ Amount___________, Drawn on ______________________________________ from paragraph two (2) above, is hereby acknowledged by the BROKER. BROKER_____________________________________Date___________________ Page 2 of 2