Mr

May 27, 2000

Mr. John Doe
The ABC Group, Inc.
130 West 30^th Street – Suite 202
New York, New York 10001
Re: XYZ Property
Dear Mr. Doe;

We are pleased to submit the following offer to purchase the free and clear 100% fee interest in the above-referenced property:

Purchase Price
$10,000,000 Closing
On or before sixty (60) days from the end of the Due Diligence Period.

Terms
All cash Due Diligence Period
A sixty (60) day period commencing upon the execution and delivery of a satisfactory Purchase and Sale Agreement (the "Contract").

Expiration
Offer expires May 1, 2000 Special Conditions
Offer is subject to customary due diligence and the execution and delivery of a satisfactory contract. - Refundable earnest money deposit of $200,000 will be placed in escrow at Contract signing.
- Seller shall pay for any applicable transfer taxes, title insurance premiums (owner’s policy), deed recording charges, survey costs, and escrow agent’s fee.
- Standard closing apportionments shall apply.
- Seller shall be responsible for paying the commission of any broker it may retain.

If the above-proposal is acceptable to you, we will immediately proceed to finalize the Contract and commence our due diligence. We look forward to concluding this transaction with you.
Sincerely,
Joe Young

XXX, Inc

Purchase Price $10,000,000	Closing On or before sixty (60) days from the end of the Due Diligence Period.
Terms All cash	Due Diligence Period A sixty (60) day period commencing upon the execution and delivery of a satisfactory Purchase and Sale Agreement (the "Contract").
Expiration Offer expires May 1, 2000	Special Conditions Offer is subject to customary due diligence and the execution and delivery of a satisfactory contract. - Refundable earnest money deposit of $200,000 will be placed in escrow at Contract signing. - Seller shall pay for any applicable transfer taxes, title insurance premiums (owner’s policy), deed recording charges, survey costs, and escrow agent’s fee. - Standard closing apportionments shall apply. - Seller shall be responsible for paying the commission of any broker it may retain.