Purchase and Sale Agreement

AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS AMENDED AGREEMENT made and entered into as of the day of by
and between (hereinafter "Seller"), and
(hereinafter "Buyer");

WHEREAS, Seller is the owner of certain real property located at
("the Premises"); and

WHEREAS, Buyer desires to purchase the Premises and acquire possession thereof and did enter into a Purchase and Sale Agreement with Seller as of the day of a copy of which Agreement is attached hereto as Exhibit I; and

WHEREAS, Buyer and Seller desire to amend said agreement in accordance with the terms and conditions hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and in consideration of the mutual covenants hereinafter set forth the parties hereto mutually agree as follows:

1. Purchase Price. The Premises are to be sold to Buyer for the sum of and /100 dollars ($ ), which Buyer agrees to pay to Seller (after deduction of the amounts paid in cash as described below) in equal monthly installments of $ with the first payment to be made on . Said purchase price may be prepaid, in whole or in part, by Buyer at any time without penalty or discount. Said purchase price will be evidenced by a Promissory Note (bearing no interest) and secured by a purchase money deed of trust covering the Premises. A cash payment of $ shall be made at closing.

2. Deposit. In addition to the $ already paid to Seller, Buyer shall pay to Seller and additional and /100 dollars ($ ) simultaneously with the execution of this Amended Agreement as a good faith deposit ("the Deposit"), which shall be applied to the purchase price.

3. Closing. Subject to the provisions of this Amended Agreement, the deed shall be delivered on or before at o'clock P.M. CST, ("the Date of Closing"), at the offices of unless otherwise agreed upon in writing.

4. Lease of Premises until Closing. Seller does hereby lease the Premises to Buyer on the following terms and conditions, to-wit:

A. Buyer will assume and undertake the responsibility of fully maintaining all of said Premises in good repair and in its present state, including maintaining the plumbing, heating, cooling, electrical, gas and other support system, now on the property in a good operating condition, less normal wear and tear. Buyer shall also maintain the grounds, driveways, parking lot, shrubs and trees in a neat, trim and attractive condition at all times.

B. Buyer may make such renovations and improvements to the Premises as it deems fit in order to use said Premises as a Fine Arts Center.

C. Buyer shall provide and keep in force, at Buyer's sole expense, for the benefit of Buyer and Seller, fire and hazard insurance sufficient to replace or restore the Premises in the event of loss or damage, and also general public liability insurance protecting Buyer and Seller against claims for bodily injury or death occurring on or in the Premises or in the streets adjacent to the leased premises, for not less than Dollars ($ ) with respect to any one accident or disaster, for not less than and /100 Dollars ($ ) with respect to bodily injury or death to any one person, and for not less than and No/100 Dollars ($ ) with respect to destruction or damage to property. A liability policy or a certificate of insurance covering Buyer and Seller, as their interests may appear, but otherwise in the form herein provided, shall be deemed a compliance with the provisions of this paragraph. Buyer shall renew all fire, hazard and liability policies of insurance that Buyer is required to procure and maintain under the provisions of this Lease when renewal is required, and at least ten (10) days prior to the expiration of the policies. Buyer shall, in addition, and in any event, hold Seller harmless from any liability arising from the operation or possession of said Premises, and the Buyer agrees to indemnify Seller against and save Seller harmless from all demand, claims, causes of action or judgments for injury to person, loss of life, or damage to property occurring on said Premises and arising out of the Buyer=s use and occupancy.

D. Seller covenant that it will put the Buyer into complete and exclusive possession of the Premises as hereinbefore provided.

E. Buyer shall pay all charges measured by consumption or use for water, sewage disposal, telephone, gas, electricity, and any other similar utility, commodity, or service furnished to or used by Buyer.

5. All of the stipulations, provisions, conditions, and covenants of said Purchase and Sale Agreement, as amended, shall remain in full force and effect, except as specifically amended herein.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed the day and year first above written.