Rosario Resort & Marina

The Property is offered by Tranzon Asset Strategies ("Auctioneer"), as Seller's agent, subject to the following Terms and Conditions of Sale. In consideration of being permitted to bid at the Auction, the undersigned agrees as follows: 1. Tranzon Asset Strategies (“Auctioneer”) is conducting the Auction Sale of the real estate containing approximately 73.8 acres and commonly known as The Rosario Resort and Marina, 1400 Rosario Rd., Eastsound, Washington including all rights pertaining to the Resort Master Plan (redevelopment opportunity)(the “Property”). The Auction will be held on-site on September 30, 2008 at 1:00 p.m., Pacific Time. The sale will be absolute without reserve to the Qualified Bidder with the highest bid. 2. To become a Qualified Bidder all bidders that wish to bid at the Auction must complete and execute a Bidder’s Statement, and shall provide a recent financial statement or other evidence of the bidder’s ability to close the transaction. Upon review of the financial information the seller, at its sole discretion, shall determine whether the bidder is deemed to be a “Qualified Bidder” or not. All financial information will be held as strictly confidential and will not be released to any party outside the transaction. 3. On-line bids on the Property will be accepted only from Qualified Bidders who have deposited Two-Hundred and Fifty-Thousand Dollars ($250,000.00) with Republic Title of Texas, Inc. prior to commencement of the auction. 4. Once a bid is received by the Auctioneer, advances on that bid must be made in increments at least as great as those which the Auctioneer, at his sole discretion, shall designate as being necessary to surpass the last bid acknowledged by the Auctioneer. Should there be any dispute among competitive bidders for the Property, the Auctioneer may reopen bidding on the Property or he may, at his sole discretion, designate one of the bidders as the successful bidder. All decisions by the Auctioneer shall be final. 5. A buyer’s premium of eight per cent (8%) shall be added to the successful bidder’s high bid price and become part of the total purchase price to be paid by the successful bidder. 6. On-line bidders will be required to make an initial offer and sign a Purchase Agreement and other documentation concerning the Property prior to the commencement of the Auction. If an on-line bidder is the successful bidder, but at a price different than their initial offer, they will be required to immediately execute an amendment to their bid price via facsimile which will then become part of the Purchase Agreement. These documents will contain the precise terms and conditions of the sale. Copies of said documents shall be available in advance through the Auctioneer’s office. If the successful bidder refuses to execute the amendment to the purchase price within ten (10) minutes of winning the bid, then the Auctioneer and seller can declare the successful bidder to be in default. In such event, the successful bidder’s bid shall be null and void and Auctioneer and seller shall have no further liability or obligation to that bidder. Furthermore, the Auctioneer and seller reserve the right to immediately put the Property back up for sale at the Auction. 7. At the conclusion of bidding on the Property, the successful bidder will be required to confirm its bid amount. The successful bidder will also be required to tender an additional deposit sufficient to bring the total deposit to an amount equal to five percent (5%) of the total purchase price. The additional deposit may be made by wire transfer and shall be due and payable within 24 hours of acceptance of the bid and shall be deemed non-refundable upon deposit. The balance of all necessary funds to close escrow is due 48 hours prior to the scheduled close of escrow in the form of certified or readily available funds. 8. The sale will not be contingent upon obtaining financing and will not be extended for that purpose. Purchasers who fail to qualify for their own financing, or who fail to close the sale for any other reason, will forfeit their entire deposit(s) to seller as liquidated damages. 9. All bidders are encouraged to personally inspect the Property and documentation relating thereto. The Property is being sold “as-is, where is” with no representations or warranties, express or implied, whatsoever. The sale is not contingent upon inspection and will not be extended for that purpose. Neither seller, broker nor Auctioneer makes any warranties or representations, either expressed or implied, concerning the Property included in the sale. Neither seller, broker, nor Auctioneer shall be liable for any relief, including damages, rescission, reformation, allowance or adjustment based on the failure of the Property to conform to any specific standard or expectation. 10. The sale will be fee simple title, as is, with a standard coverage title policy available at purchaser’s expense, subject to current taxes, assessments, easements, rights-of-way, conditions, restrictions, other matters of record and any printed exceptions specified in the preliminary title report. 11. All sales must close by October 30, 2008 unless extended by the seller, at its option, in writing. The seller may, for a fee, grant an extension to the closing date. Requests for extensions must be made at least five days prior to the scheduled closing date. All extension requests are evaluated by the seller on a case-by-case basis and are solely at seller’s discretion. Purchasers who fail to close in a timely manner shall forfeit their deposit(s) as liquidated damages. Seller retains the unilateral right to cancel escrow and retain the deposit(s) in the event the purchaser fails to close as per the Purchase Agreement. 12. The purchaser will be required to pay all closing costs, including but not limited to, document preparation fees, all transfer taxes (including real estate excise tax), recording fees, property tax prorations, title fees, and closing fees. 13. Broker participation is welcomed. A referral fee equal to 2% of the high bid price will be paid to the licensed real estate broker whose prospect bids and closes on the Property. To qualify for a referral fee, the real estate broker must be a licensed Washington real estate broker who will abide by the National Association of Realtors Code of Ethics. The broker must register the prospect by completing the Broker Registration Form and return it to Cross-Dock Development Corporation by fax at (425) 557-9262. The registration form must be signed by the prospect and received by Cross-Dock Development Corporation before any inspection of the Property by the prospect. The broker must be present at the auction to submit the bid with their prospect. Each broker must submit a copy of the form when their prospect registers for the auction. A complete registration file on all prospects will be maintained. No broker will be recognized on a prospect who has previously contacted or been contacted by the sellers or their representatives. Referral fees will only be paid upon closing and receipt of commissions by Cross-Dock Development Corporation. No referral fees will be paid if the broker or a member of his/her immediate family is participating in the purchase of the Property and an affidavit will be required that the broker is serving only as a broker and not as a principal. 14. The Auctioneer reserves the right to deny any person admittance to the Auction, to postpone or cancel the Auction, to withdraw the Property from the Auction and to change any terms of the Auction or particular conditions of sale upon announcement prior to the Auction. 15. The information contained in the information package is subject to inspection by all appropriate parties. No liability for its accuracy, errors, or omissions is assumed by the Auctioneer or its agents, the brokers, seller or its agents. Prospective bidders should independently verify any information being materially relied upon in making a purchasing decision. 16. Bidders shall look only to the seller as to all matters regarding the Property. The Auctioneer shall not be liable in any way if the seller fails to honor a bid, or refuses to settle or cannot close title in accordance with the successful bid or any contract entered in respect thereof. 17. The Purchase Agreement supersedes any and all other documents or information including (without limitation these Terms and Conditions) and serves as the governing document for the sale of the Property. Only the Purchase Agreement shall set forth the seller's obligations to the successful bidder. 18. The Auction is being conducted pursuant to all local and state laws. 19. Bidder agrees that a facsimile signature will be treated the same as an original for all purposes in this transaction. 20. Bidders participating through proxibid.com, the on-line bidding agent, will be subject to the on-line bidding agent’s terms as well as additional terms mandated by the Auctioneer. This information is available at the on-line bidding agent’s website. Auctioneer is providing Internet pre-auction and live bidding as a service to bidder. Bidder acknowledges and understands that this service may or may not function correctly the day of the Auction. Under no circumstances shall bidder assert any claim against Auctioneer or its agents, the brokers, seller or its agents or anyone else if the Internet service fails to work correctly before or during the live auction. Auctioneer will not be responsible for any missed bids from any source. Internet bidders who desire to make certain their bid is acknowledged should use the proxy-bidding feature and leave their maximum bid 24 hours before the auction begins.