EXHIBIT 10.3
AGREEMENT
THIS AGREEMENT is made and entered into at Riverton, WY on the
25th day of April, 1996 by and between TAG Development, Inc., a
Delaware corporation licensed to do business in Wyoming, of P.O.
Box 604, Saratoga, WY 82331 (the "COMPANY") and U.S. Energy Corp.
a Wyoming corporation and Crested Corp. a Colorado corporation
licensed to do business in Wyoming both of 877 North 8th West,
Riverton, WY 82501 (the "SELLERS).
RECITALS
WHEREAS, SELLERS own 10 six-plex townhouses located on Block
19 of the Jeffrey City Townsite in Jeffrey City, Wyoming more fully
described in Exhibit A attached hereto; and
WHEREAS, the COMPANY is in the business of financing and
developing residential and commercial real estate interests; and
WHEREAS, SELLERS desire to sell the Property and the COMPANY
desires to purchase the Property from SELLERS.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and
conditions set forth in this Agreement, and for other good and
valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the Parties hereby agree as follows:
1. The SELLERS agree to sell to the COMPANY and the COMPANY
agrees to buy from the SELLERS the Property identified in Exhibit
"A" of this Agreement,
2. The COMPANY agrees to pay SELLERS Five Hundred Thousand
Dollars ($500,000) the "Purchase Price" conditioned upon the
COMPANY obtaining financing within 60 days of the execution of this
Agreement, either through conventional or private loans, sale of
equity or otherwise.
3. The term of this Agreement shall be for 60 days or upon
closing of this Agreement if Closing is extended by mutual consent.
"Closing" shall mean the date on which all documents are exchanged
and payment of the $500,000 is paid to SELLERS.
4. In the event the Company moves any of the townhouses from the
Property, the COMPANY shall remove all debris from the townhouse
site and the COMPANY shall be responsible for reclamation of the
land where the townhouse was located. If necessary, SELLERS at
their expense, agree to provide fill dirt to the site of each
townhouse upon its removal.
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5. Upon the execution of this Agreement, the COMPANY may inspect
each townhouse for structural integrity, electric wiring, plumbing,
fixture, the presence of radon gas, or any other kind of hazardous
material. The COMPANY is purchasing the Property in an "AS IS"
condition.
6. SELLERS and the COMPANY shall each pay one-half of the escrow
fee. SELLERS shall pay all real estate taxes to the date of
Closing as hereinafter described. Taxes for the current year, rent
and interest shall be prorated to the date of Closing. The SELLERS
agree to transfer full real estate title to COMPANY at Closing.
7. Title to the Property shall be delivered by a Quit Claim Deed
at Closing. Monetary encumbrances not assumed by the COMPANY shall
be paid by the SELLERS on or before Closing.
8. Closing shall be within 15 days after the COMPANY has
inspected and is satisfied with the Property, but no later than
June 25, 1996, which shall also be the termination date of this
Agreement, if not Closed before or mutually extended in writing.
Closing shall be with Riverton Title Service, a qualified Escrow
Agent. Closing either earlier or later than the above dates shall
be by mutual consent in a written agreement of the Parties.
"Closing" shall mean the date on which all documents are exchanged
and the $500,000 is paid to the SELLERS. The Parties agree that
there shall be satisfactory compliance if on the Closing date, all
documents are executed and all required funds are deposited in
escrow for SELLERS or available to SELLERS from the COMPANY's
lender upon delivery of the Proper Title.
9. The COMPANY shall be entitled to possession of the Property
after Closing. All rental revenues acquired from the townhouses
subsequent to the day of Closing, shall be deposited in TAG
Development. Inc.'s or TAG affiliate's designated bank account.
10. In the event the COMPANY removes all of the townhouses, the
COMPANY agrees to sell, assign and convey all right, title and
interest in the Real Property where the removed townhouses were
located by quit claim deed to SELLERS for the full consideration of
$10.00. The deed shall be delivered to SELLERS within 60 days
after removal of the last building, it being understood that all
real property taxes and assessments shall be pro-rated to the date
of the deed by COMPANY with SELLERS assuming such obligations upon
receiving the deed. The COMPANY agrees to pay all utility charges
(including unbilled charges) real property taxes and assessments to
the day of delivery of the deed to the SELLERS and the SELLERS
agree to pay all utility charges, real property taxes and
assessments thereafter. This paragraph 10 shall survive the
Closing of the Agreement.
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11. The COMPANY may assign this Agreement and rights hereunder,
without SELLERS' prior written consent, provided however that any
assignment shall not relieve the COMPANY from any obligation
contained in this Agreement.
12. Unless otherwise specified in this Agreement, any and all
notices required or permitted to be given under this Agreement must
be given in writing. Notices shall be deemed to be given when
delivered to the Parties at the following addresses and if by mail,
the notice shall be deemed delivered 5 days after posting by or at
the office of the COMPANY.
If to SELLERS:
U.S. Energy Corp./Crested Corp.
877 North 8th West
Riverton, WY 82501
If to COMPANY:
TAG Development, Inc.
PO Box 604
Saratoga, WY 82331
13. Unless otherwise expressly specified herein, any period of
time specified in this Agreement shall expire at midnight of the
last calendar day of the specified period of time, unless the last
day is Saturday, Sunday, or a legal holiday, in which event the
specified period of time shall expire at midnight of the next
business day. Any specified period of five day or less shall
include business days only.
14. Facsimile transmission of any signed original document, and
re-transmission of any signed facsimile transmission, shall be the
same as delivery of an original. At the request of either party,
the parties shall confirm facsimile transmitted signatures by
signing an original document, and mailing first class, certified or
registered mail to the other party.
15. TIME IS OF THE ESSENCE. There are no verbal agreements which
modify this Agreement. This Agreement constitutes the full
understanding between SELLERS, and the COMPANY. The COMPANY is
responsible to inspect the Property and reach its own conclusions
as to the adequacy and acceptability of the Property based upon
such personal inspection
16. This Agreement shall be interpreted under the laws of the
State of Wyoming:
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized
representative as of the date and year first above written.
"SELLERS"
U.S. ENERGY CORP., CRESTED CORP.,
a Wyoming corporation a Colorado corporation
By: Max T. Evans By: Max T. Evans
------------------------- -------------------------
Print Name Print Name
s/ Max T. Evans s/ Max t. Evans
- ------------------------------ ------------------------------
Signature Signature
Secretary President
- ------------------------------ ------------------------------
Title Title
"COMPANY"
TAG DEVELOPMENT, INC.,
a Delaware corporation
By: s/ Randal L. Wagoner
---------------------------
Randal L. Wagoner
President
By: s/ William C. Van Duyne
----------------------------
William C. Van Duyne
C.E.O.
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EXHIBIT "A".
Townhouse D; Townhouse E; Townhouse F;
Townhouse G; Townhouse H; Townhouse I;
Townhouse K; Townhouse L; Townhouse M and;
Townhouse N.
LOCATED ON BLOCK 19,
Jeffrey City Townsite, Fremont County, Wyoming
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