Santa Amelia

Mountain Golf Residential

CHARTER GOLD CLUB Reservation and Offer to Purchase Agreement

THIS RESERVATION AND OFFER TO PURCHASE AGREEMENT (“OFFER”) is dated this ___ day of ____________, 2008 (“Reservation date”), by and between ALEJANDRO MARTIN GERALDO MONTANO (the “DEVELOPER”) and_____________________________________________________ (the “OFFEROR”) described  below, with selection # _______ of a single-family lot at Santa Amelia in Buena Vista, Los Cabos, BCS (the “Project”). OFFEROR and DEVELOPER are sometimes collectively identified as the “Parties”. The Parties hereto mutually desire to allow DEVELOPER for the purpose of receiving, holding, administering and distributing the funds deposited as required herein upon receipt of said funds shall be used for the purpose of developing infrastructure, architectural services, and engineering services specifically related to the development of the Project, subject to the terms and conditions set forth below. OFFEROR and DEVELOPER hereby agree to the following purchase terms and conditions:

1.                                  OFFEROR shall deposit with DEVELOPER an initial sum of Five Thousand Dollars. ($5,000.00USD) upon the signing of this Reservation and Offer to Purchase Agreement.

2.                                  OFFEROR shall deposit with DEVELOPER an additional sum of Fifteen Thousand ($15,000.00USD) thirty days (30 days) after the signing of this OFFER and upon the assignment of a mutually agreed specific and identifiable Lot number within PROJECT.  The priority for the selection of said Lot number shall be determined by stated selection # above.

3.                                  OFFEROR shall deposit a third and final deposit with DEVELOPER of Ten Thousand Dollars ($10,000.00USD) within sixty days (60 days) after the signing of this OFFER and upon the identification of stated boundaries of said Lot on the final site plan and which have been formally marked by DEVELOPER on the specific Lot site and upon the signing of the definitive contract stating the terms of the transfer of title to the OFFEROR.

4.                                  OFFEROR shall pay the balance of $29,000.00USD in 29 monthly payments of $1,000.0USD per month at NO INTEREST beginning 60 days after third and final deposit has been received by DEVELOPER.

4.         All notices to be given under this OFFER shall be executed in writing and shall be given to the parties at the addresses listed, by mail, by fax, or by personal delivery.   Notices are effective on the earlier of (a) the date of its receipt, or (b) the date of its transmission via facsimile with a confirmation of successful transmission.  This Reservation Agreement may be executed in multiple counterparts, each of which when taken together, shall constitute one agreement. Facsimile signatures of the parties shall be as accepted as original signatures.

5.         All payments required under this OFFER shall be timely made on their due date without any need for an additional written notice or demand therefore from the DEVELOPER. Failure by the OFFEROR to make the foregoing payments on their due date shall automatically release the DEVELOPER of its obligation to reserve the LOT at the Price stated above or to reserve the LOT at all and shall forfeit OFFEROR’S right to any refund.

Initials:  ____________     ____________     ____________     ____________

Reservation and Offer to Purchase – Santa Amelia, page 2.

6.         The sale of the rights to the LOT will be made pursuant to Promise to transfer Title or a Promise of Trust Agreement, which will supersede this OFFER, and when the LOT is physically delivered to the OFFEROR, pursuant to a duly registered public deed for the benefit of the OFFEROR duly executed by the parties before a Mexican notary public and registered in Public Registry of Property.

      7.         This Reservation shall be governed by the internal substantive laws of Baja California Sur, Mexico without regard to its laws relating to conflicts of law. The Parties agree that any action regarding this Reservation will be brought in the appropriate courts in the State of Baja California Sur, Mexico. The Parties consent to the jurisdiction and venue of the above-referenced courts without regards to their present or future residence or citizenship.

8.         No Agent or Broker acting on behalf of DEVELOPER or another third party, shall be liable for anything that it may do or refrain from doing in connection herewith except its own gross negligence or willful misconduct. Said Agent or Broker is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of any representations  pursuant to this OFFER, or any documents, instructions or directions received; and, the undersigned Parties agree to indemnify protect, defend and hold said Agent or Broker harmless from all losses, costs, damages, liabilities, expenses, and attorneys' fees suffered or incurred by the Parties as a result of any and all claims asserted with respect to any act or omission by Agent or Broker taken in good faith in any and all matters covered by this OFFER in accordance with the instructions or directions set forth herein, except as caused by the Agent or Broker’s gross negligence or willful misconduct. In addition, the Parties hereto agree that the Agent or Broker is not a party to this OFFER and shall not be a party to the Title Document or Promise of Trust Agreement and shall not have any duty to interpret or determine the validity or enforceability of this OFFER or the Title Document or Promise of Trust Agreement.

The parties understand that this OFFER is an initial offering and therefore represents a speculative risk including the possibility of loss to the PARTIES.  

The Parties execute this Reservation and Offer to Purchase Agreement in San Jose del Cabo, Baja California Sur, Mexico, and commit to the Reservation and Offer to Purchase Agreement by the OFFEROR and reservation by DEVELOPER of the LOT priority number as of the date first written above.

Offeror information:

Address:

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