***Letter of Intent.doc***

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BROKER'S NOTE: If you have some major concerns to deal with, i.e., price, terms, toxic clean up, etc., negotiate those concerns first via a Letter of Intent rather than spending he time to create a lengthy Purchase & Sale Agreement.

This is a basic format - change the names, price, terms and conditions to satisfy your needs. Remember - keep this non-binding. I purposely left this completed so that you would have a format to follow.

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A NON-BINDING

L E T T E R O F I N T E N T

(An Agreement in Principle)

Date: August 13, 1996

Seller: Central Capital Corporation, a domestic Corporation,

R.G. Bourgaize, President.

Purchaser: John R. Fotheringham, a single man.

I, the undersign, desire to purchase the following Real

Estate:

Name or Description of Property: Central Bank Building.

Street Address: 607 South Pine Street, Tacoma, Washington #98405, including adjacent parking lot.

Legal Description: (See forthcoming Purchase & Sale Agreement)

Now, therefore, in consideration of the sovereign promise and the covenant and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties propose the following terms and conditions; namely,

(1) Cash Price......$125,000.00 "as is."

"OR"

(2) Terms Price: $175,000.00 "as is."

$50,000.00 down payment @ closing, including earnest money. Purchaser agrees to sign a promissory note for a balance of $125,000.00 secured by a 1st Deed of Trust on Rainier Title Company's Deed of Trust form #3161-A, the terms of which are incorporated herein by reference. The monthly payment (P&I) on said note shall be $1,124.66 (or more @ Purchaser's option) and shall include interest at the rate of 9% per annum, computed upon the declining balances. First payment on said note shall commence 1 (one) year from date of closing, as shall the interest commence accruing.

This is a 20 year amortization (after the initial 1 years). Default interest rate is 13%. This loan has a three (3) year "balloon."

(3) Earnest Money: $ 5,000.00.

(4) Balance of $___________Payable: $ .

Amortization Term: 21 years (20 plus initial 2)

Interest Rate: 9%

P & I Payment: $1,224.66

Balloon: 3 year

Security Instrument: Central Building & Parking Lot.

(5) THIS PROPOSED PURCHASE IS SUBJECT TO THE FOLLOWING Conditions & Contengencies:

(a) Purchaser receiving all necessary occupancy permits.

(b) Financial feasibility study which will be undertaken by the Purchaser.

(c) Purchaser shall be responsible for the payment of taxes and fire insurance after closing (details spelled out later.)

(d) Inspection of facility, i.e., building, wiring/plumbing.

(e) Demands of the City of Tacoma Building Dept. are satisfied.

(f) A Satisfactory Purchase & Sale Agreement.

(e) Review & Approval of Purchase & Sale Agreement by attorneys of Seller & Purchaser, if desired.

(f) Review & Approval of Closing Documents.

(f) A title report that is satisfactory to the Purchaser.

(6) Proposed Closing - Termination Dates. . . .

Closing Date: As soon as possible.

Termination Date: September 13, 1996

(7) Proposed Possession.........Closing.

(8) The terms, conditions and provisions of this Letter of Intent shall be kept confidential and private.

(9) Seller shall not solicit any other offers for 14 calendar days following acceptance of this Letter of Intent.

(10) In the interest of both Purchaser and Seller, the terms and conditions of this Letter of Intent are not be considered as a binding offer to purchase nor a commitment to sell, but rather a tangible indication of the Purchaser's strong desire and intention to acquire this property at some close future date upon the general terms and conditions outlined in this letter and any Purchase &

Sale would be subject to the terms and conditions as outlined in the Purchase & Sale Agreement. Consequently, there shall be no comprehensively binding obligation of the part of the Purchaser nor Seller until a definitive Purchase & Sale Agreement herein outlined has been fully and property executed by both concerned parties.

(11) Inasmuch as it is in the best interest of the parties to the proposed transaction to consummate such transaction as promptly as possible, please indicate your acceptance of this proposal in the space provided and return it to my attention within 4 days from date, after which time this Letter of Intent shall lapse.

(12) AGENCY DISCLOSURE: Fortt Business Sales, Inc. dba Fortt Exchequer Investments, legally represented the Seller although it had a fiduciary relationship with the Purchaser.

(13) BROKER'S COMMISSION: Seller's responsibility.

Each party signing this document confirms that prior oral and/or written disclosure of agency was provided to him/her in this transaction.

Now then, if you find these terms and requests and conditions acceptable, please indicate your approval by signing and returning this letter.

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Purchaser: The above non-binding Letter of Intent is consistent with my intentions

X

(John R. Fotheringham, Purchaser)

Date of Signing by Purchaser:_____________________, 20_______.

Purchaser's Address: ____________________________________

City & State:_____________________________________________

Phone #:____________________________

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Seller: The above non-binding Letter of Intent is consistent with my intentions.

X

(Robert G. Bourgaize, President, Central Capital Corporation)

Date of Signing by Seller: August , 1996.

Prepared by Thomas A. Fortt, Best Choice Commercial Investment Properties, a dba of Fortt Business Sales, Inc.

X ______________

(Thomas A. Fortt, President)

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