BACKGROUND HomeAid Orange County, a California non-profit corporation (“HomeAid”), is sponsoring a fund-raiser more commonly known as the “18th Annual Project Playhouse” (the “Event”). In connection with the Event, HomeAid intends to auction off eight (8) playhouses and one doghouse (each a “Playhouse” and collectively, the “Playhouses”), the proceeds of which will be donated to HomeAid. Each bidder (each a “Bidder” and collectively, the “Bidders”) will have the right to bid on the Playhouses subject to the terms and conditions set forth below. TERMS AND CONDITIONS Each Bidder shall have the right to bid on the Playhouses at the Event subject to the following terms and conditions: 1. Each Bidder shall have executed the Bidder Agreement prepared by HomeAid and submitted to such Bidder concurrently herewith. 2. Each Bidder acknowledges that any auctioneer at the Event shall have the right to increase the bid increments at his or her discretion. In the event that a conflict arises between bidders for the same Playhouse, each Bidder acknowledges that the auctioneer may recommence the bidding or select one of the Bidders as the successful bidder. 3. In the event that any Bidder is the successful bidder with respect to any of the Playhouses, such Bidder shall, upon receiving notice from the auctioneer that the Bidder is the successful bidder, promptly: (a) execute a the bid verification form in substantially the form attached hereto as Exhibit A, prepared and submitted by HomeAid; (b) pay to HomeAid, by credit card, cashier’s check, certified check or personal check (with proper identification), an amount equal to the amount of the successful bid for such Playhouse; and (c) execute a letter agreement in substantially the form attached hereto as Exhibit B. 4. Each Bidder acknowledges that if they are the successful bidder with respect to any of the Playhouses: (a) such Bidder shall be irrevocably committed to purchase such Playhouse; and (b) in no event shall such Bidder have the right to cancel the purchase of such Playhouse, receive a refund of the purchase price, or exchange such Playhouse for another Playhouse (i.e., all sales are final). 5. Each Bidder acknowledges and agrees that it has been given a full opportunity to examine, inspect and conduct its own investigation and inquiry of each of the Playhouses for their particular use and that there are certain risks (the “Risks”) associated with the use and occupancy of the Playhouses, which may cause physical harm or bodily injury including, but not limited to, risks associated with the use of fiber optic or other lighting, electricity, alarm components, plumbing, rope and other ladders, stairs, decks with low level railings and electrical appliances. Based upon the foregoing, each Bidder hereby agrees as follows: Each Bidder is aware of the “Risks” that exist in connection with the use and occupancy of the Playhouses and acknowledges that such Bidder is voluntarily exposing himself or herself, and any minor children who may use or occupy the Playhouse, to such “Risks” with the knowledge of the danger involved, and the Bidder hereby agrees to accept and assume any and all “Risks” to the Bidder or such minor children. 6. Each Bidder acknowledges and agrees that HomeAid specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future of, as to or concerning: (a) the nature and condition of each Playhouse, and the suitability thereof for any and all activities and uses which such Bidder may elect to conduct thereon; or (b) the compliance of the Playhouse with any laws, ordinances or regulations of any government or other body. The sale of each Playhouse as provided for herein is made on an “AS IS” basis, and each Bidder expressly acknowledges that HomeAid makes no warranty or representation, express or implied, or arising by operation of law, including, but in no way limited to, any warranty of condition, habitability, merchantability or fitness for a particular purpose of the Playhouses. 7. Each Bidder acknowledges that each Playhouse may be subject to damage resulting from its display at Fashion Island or its delivery to such Bidder’s residence. 8. If any Bidder is a successful bidder with respect to any of the Playhouses, such Bidder shall coordinate with HomeAid to arrange for delivery of the Playhouse by October 19, 2009 in accordance with Paragraph 10 below. In the event the successful Bidder has not arranged delivery of the Playhouse by October 19, 2009, then HomeAid shall have the right, but not the obligation, in its sole discretion, to award the Playhouse to the next highest bidder. In the event HomeAid awards the Playhouse to the next highest bidder, then HomeAid shall refund the purchase price received from the successful Bidder, without interest, immediately after receipt of the purchase price from the next highest Bidder. 9. The successful Bidder shall take delivery of the Playhouse by no later than October 19, 2009. In the event that the Bidder does take delivery of the Playhouse by October 19, 2009, such Bidder shall be charged a storage fee of $50 per day for each full or partial day thereafter until such Bidder takes delivery of the Playhouse. 10. Subject to Paragraph 8 above, HomeAid shall, at its sole cost and expense, deliver the Playhouse to the curb of the successful Bidder’s residence, provided, that such Bidder’s residence is located within Orange County. If the Bidder’s residence is located outside of Orange County, or if the Bidder desires to have the Playhouse installed in the successful Bidder’s backyard or at any other location, it shall be the responsibility of the successful Bidder, and not the responsibility of HomeAid, to arrange, obtain and bear the cost of the delivery and installation of the Playhouse. Each Bidder acknowledges that the cost of the installation of the Playhouses ranges from approximately $500 to $4,000, but such cost may be greater depending on the location and other circumstances. The successful Bidder shall be solely responsible for ascertaining and complying with any and all covenants, conditions or restrictions affecting such Bidder’s residence or the location where the Playhouse will be installed, as well as with any other state or local governmental permitting or other requirements concerning the installation, use or occupancy of the Playhouse. 11. If any Bidder is a successful bidder with respect to any of the Playhouses, HomeAid shall provide, upon payment in full for such Playhouse by such Bidder, such Bidder with a receipt for the amount paid for such Playhouse. 12. In accordance with the Internal Revenue Code, HomeAid has provided a good faith estimate of the value of each Playhouse set forth in Exhibit C attached hereto. Please note that the amount of the contribution that is deductible for Federal Income Tax purposes is limited to the portion of the bid that exceeds the estimated value of the Playhouse. Each Bidder acknowledges, however, that HomeAid shall be under no obligation to provide the Bidder with an estimate of the actual material value of the Playhouse and that any tax considerations shall be the sole responsibility of the Bidder. In addition, the successful bidder shall consult its tax advisors regarding any and all tax considerations relating to the purchase of the above-referenced Playhouse. EXHIBIT A Bid Verification Form PLAYHOUSE: BIDDER NUMBER: BID AMOUNT: PAYMENT TYPE: SIGNATURE: NAME: ADDRESS: CITY, STATE ZIP: HOME PHONE: WORK PHONE: E-MAIL ADDRESS: DELIVERY INSTRUCTIONS: EXHIBIT B Form of Letter Agreement HomeAid Orange County 17744 Sky Park Circle, Suite 170 Irvine, California 92614 Re: “18th Annual Project Playhouse” Gentlemen: The undersigned will be purchasing the “[insert name of Playhouse]” playhouse (the “Playhouse”) in connection with the “18th Annual Project Playhouse” charity auction sponsored by HomeAid Orange County, a California non-profit corporation (“HomeAid”). The Playhouse was built by [insert name of Builder] (“[insert name of Builder]”) and designed by [insert name of Architect] (“[insert name of Architect]”) specifically for the benefit of HomeAid and those persons HomeAid is dedicated to helping. As part of the consideration for the purchase and sale of the Playhouse, the undersigned hereby agrees to indemnify and hold harmless each of the Indemnitees (as such term is defined below) against any and all losses, claims, costs, suits, damages, liabilities and expenses arising out of, relating to or in any manner connected with the Playhouse including, but not limited to, the design, manufacture, construction, delivery or use of the Playhouse (collectively, the “Liabilities”). For purposes of this letter, the term “Indemnitees” shall mean collectively HomeAid, [insert name of Builder], and [insert name of Architect] and their employees, officers, directors, contractors, subcontractors, sponsors, contributors and agents. The undersigned hereby fully and irrevocably releases, acquits, exonerates and discharges the Indemnitees from any and all Liabilities, which the undersigned may have or assert against any of the Indemnitees by reason of any purported act or omission on the part of any of the Indemnitees, arising out of or relating to or in any manner connected with the Playhouse. The undersigned hereby acknowledges that he or she is aware of and familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” The undersigned hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code, or the law of another state or jurisdiction, or common law principle, to the same or similar effect. This letter is executed in favor of and for the sole benefit of the Indemnitees, and shall be binding upon and enforceable against the undersigned in accordance with its terms. Very truly yours, _____________________________ Recipient’s Signature _____________________________ _____________________________ _____________________________ Name and Address of Recipient EXHIBIT C Good Faith Estimated Value of Playhouses To Be Determined by September 1, 2009