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RIGHT OF FIRST REFUSAL AGREEMENT  

                        THIS RIGHT OF FIRST REFUSAL AGREEMENT ("Agreement") is entered into this ___ day of                         , _____ by and between                                                         , an Arizona                       ("                    ") and                                      , ("                   ").

RECITALS: 

            A.                                is the owner of certain real property located in                  , Maricopa County, Arizona, which real property is legally described on Exhibit "A" attached hereto and incorporated herein by this reference (the "Property").  The Property consists of                  (            ) lots in the subdivision known as "                                        ".

            B.                                               desires a right of first refusal to purchase the Property and                          desires to grant to                       a right of first refusal to purchase the Property on the terms and conditions as set forth herein.

NOW, THEREFORE, the parties agree as follows:

AGREEMENTS:

            1.            Right of First Refusal.  In consideration of the sum of TEN AND NO/100ths DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,                                hereby grants                          the right of first refusal to purchase the Property under the terms and conditions hereof.  If at any time during the term hereof,              receives any bona fide offer to purchase (the "Offer to Purchase") the lots that comprise the Property, which offer                 desires to accept,                                     shall notify                 in writing (at the address set forth below) of such offer, and                  shall have five (5) business days after receipt of such notice within which to notify                      of                   's election to purchase the Property described in such offer on the terms and conditions set forth in such offer.  The notice from                to                     shall contain a copy of the Offer to Purchase as described in the offer.

                        a.            If                      elects to exercise its right of first refusal, by providing notice to                      within the time period set forth above,                                    and                              shall proceed to close the transfer of the Property, or the portion thereof described in the offer, in the time period for the closing as set forth in the Offer to Purchase.

                        b.            In the event that                               fails to provide                       with notice within the time period set forth above,                may transfer the Property, or the portion thereof set forth in the Offer to Purchase, free and clear of the terms of this Agreement and of any rights of                     .

            2.            Term. The right of first refusal granted hereby shall expire by its own terms at the close of business on                                       , _____.

            3.            Sale of Property in Bulk.  The right of first refusal granted in this Agreement shall not apply to a sale by                        of all the lots that comprise the Property, but is intended to apply only to those sales by                    of less than all of the lots.

            4.            Notices.  All notices, requests, demands or other communications hereunder shall be in writing and shall be effective when delivered personally or when sent by United States registered or certified mail, postage prepaid, and addressed to the parties at the addresses set forth below.

            5.            Memorandum of Agreement.  Upon the request of                  ,                        will execute a short form memorandum of agreement in the records of the Recorder of Maricopa County, Arizona.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.

, an Arizona

                                                                         By:                                                                             

                                                                                    Its:                                                                  

                                                                        Address:

("                     ")

, an Arizona  

                                                                         By:                                                                             

                                                                                     Its:                                                                  

                                                                        Address:

 

("                     ")

 


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