ALL DEPOSITS SHALL BE HELD BY KANSAS SECURED TITLE WHO, AT THEIR OPTION, MAY HOLD THE BUYERS DEPOSIT CHECK IN AN UNCASHED FORM UNTIL ALL OF THE CONTINGENCIES OF THIS SALE HAVE BEEN SATISFIED BUYERS AND SELLERS INDIVIDUALLY ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT. THIS IS A LEGALLY BINDING DOCUMENT. READ IT CAREFULLY. IF YOU DO NOT UNDERSTAND IT, CONSULT AN ATTORNEY. THE BROKER IS NOT AUTHORIZED TO GIVE LEGAL ADVICE.

Contract for the Purchase and Sale of a Business

1.

City Capital Corporation and/or assigns [hereinafter “Buyers”] agree to purchase from Seong Yoon and Kyoung A Song-Yoon [hereinafter “Sellers”] the business, including all equipment, fixtures, goodwill, inventory, trademarks, trade names and leasehold rights, known as: 39^th St Laundromat and located at: 1716 W 39^th St, Kansas City, MO 64111.

2.

The purchase price of One Hundred Thousand Dollars ($97,000.00) shall be paid as follows:

$10,000.00 deposit paid to Kansas Secured Title the date of this fully executed Agreement to be applied to purchase price at closing.

$87,000.00 Balance of said purchase price paid via certified funds on January 29, 2009.

See “Contingencies to Purchase Offer” (Attached)

$97,000.00 Total Purchase Price

3.

The closing shall take place at 10:00 o’clock A.M. on January 29, 2009 at the office of Kansas Secured Title.

4.

Closing costs, including attorney’s fees, shall be shared equally by the Buyers and Sellers.

5.

The full purchase price shall include assets valued at $89,000.00, which are itemized in the document attached hereto and titled “Agreement to Allocate Purchase Price”.

6.

The Sellers warrant that at the time physical possession of the business is delivered to the Buyers, all the equipment will be in satisfactory working order and that the premises of said business will pass all inspections necessary to conduct the business.

7.

The Buyers and Sellers agree to execute all documents necessary to conclude this transaction, including, where applicable, assignments of leases, contracts, licenses, operating agreements or other such documents necessary to fulfill the parties’ intent.

8.

This Purchase Agreement is contingent upon the terms and conditions contained in the document attached hereto and titled “Contingencies” to Purchase Agreement Date:

9.

This Purchase Agreement is further conditioned upon the terms and conditions contained in the document attached hereto and titled “Additional Considerations of Purchase Agreement Dated:

10.

This document and the attachments hereto contain the entire understanding of the parties and there are no additional oral agreements, understandings or representations relied upon by the parties.  Any modifications must be in writing and signed by all parties.

11.

The Sellers warrant that there is a clear and marketable title to the business being sold except as mentioned above, and that they are not aware of any claims, litigation or governmental investigations affecting the operation of the business or any assets being sold.

12.

The Sellers shall be reimbursed at closing for any security deposits or future rents which have been paid by Sellers prior to closing.

13.

The sales tax on fixtures and equipment, if any, shall be paid by the Buyers.

14.

In case any litigation is necessary to collect any sum due the Broker, the Buyers and Sellers, jointly and severally, agree to pay the expenses incurred by the Broker in connection with such suit, including attorney’s fees.

15.

If the Sellers fail to accept this agreement on presentation, then the Buyers may revoke this agreement.

ALL DEPOSITS SHALL BE HELD BY KANSAS SECURED TITLE WHO, AT THEIR OPTION, MAY HOLD THE BUYERS’ DEPOSIT CHECK IN AN UNCASHED FORM UNTIL ALL OF THE CONTINGENCIES OF THIS SALE HAVE BEEN SATISFIED

BUYERS AND SELLERS INDIVIDUALLY ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT.

THIS IS A LEGALLY BINDING DOCUMENT. READ IT CAREFULLY. IF YOU DO NOT UNDERSTAND IT, CONSULT AN ATTORNEY.

THE BROKER IS NOT AUTHORIZED TO GIVE LEGAL ADVICE.

Buyers hereby agree to buy on the terms set forth above.  Sellers herby agree to buy on the terms set forth above.

Dated: 1/12/09

 Time: 12:00

Dated: 1/13/09

 Time: 3:50 PM

BUYER City Capital Corporation

SELLER Seong Yoon

BUYER /s/ Ephren Taylor

SELLER /s/ Seong Yoon

Address: 2000 Mallory Lane, Suite 301

Address: 3702 Frankford Road #8104

City Franklin

 State TN Zip 37067

City Dallas

 State TX Zip 75287

Telephone: 917 ###-###-####

Telephone:

An independently owned and operated member of Prudential Real Estate Affiliates, Inc.

AGREEMENT TO ALLOCATE PURCHASE PRICE

This document has legal consequences. If you do not understand it, consult your attorney.

This Agreement to Allocate Purchase Price (“Rider”) is attached as a supplement to the Contract for the Purchase and Sale of a Business dated 1-12-09 (“Contract”), in which City Capital Corporation is referred to as Buyer and Seong Yoon and Kyoung A Song-Yoon is referred to as Seller for the purchase of the business known as 39^th St Laundormat and situated in 1, County of Jackson, State of MO, located at 1716 W 39^th St.

For purchases of this Rider, the purchase price is allocated as follows:

Inventory of salable merchandise, stock in trade and work in progress

$800.00

(It will be recalculated a day before closing)

Accounts receivable

$0

Fixtures, Furniture and Furnishings

$89,000.00

Equipment and Machinery

$

Goodwill

$3,000.00

Agreement not to compete

$5,000.00

Leasehold valuation

$0

Other:  

$N/A

Other:

$N/A

Other:

$N/A

TOTAL

$97,800.00

The above allocation is agreed to between Buyer and Seller.  However, by placing their initials here, Buyer    and Seller    agree that the amounts stated in items 1 and 2 are only estimated and are subject to adjustment at Closing based on the actual amounts at that time. Variation in excess of   % between the estimated and actual value of any of these items shall give the Buyer the option to terminate the Contract.

Buyer /s/ Ephren Taylor

Seller /s/ Seong Yoon

Buyer Ephren Taylor

Seller Seong Yoon

Date 1/12/09

Date 1/13/09

CONTINGENCIES TO PURCHASE OFFER DATED:

Indicate all that apply:

T    LEASE:  The Buyer will be given The master lease(s) after this Purchase Agreement is signed and Buyer accepts terms and conditions with the landlord/owner of 1716 W 39^th St, Kansas City, MO 64111.

T    DUE DILIGENCE: This Purchase Agreement is further contingent upon Buyers reviewing, to their satisfaction and approval, the following documents:

Buyer acknowledges having received tax returns and other information they required. Signing of this Contract constitutes the Buyer’s approval and acceptance of all information they required.

If Buyers, upon performing a UCC search, discover or ascertain outstanding liens/encumbrances upon any assets itemized in the Inventory of Assets attached to this Purchase Agreement, upon written notification on or before 7 days after The Purchase Agreement is signed to Sellers, Sellers shall have ten (10) days to satisfy any liens/encumbrances or make an additional agreement with Buyers regarding how the same will be satisfied with proceeds exchanged at the closing.  If Sellers’ fail to take measures to satisfy any liens/encumbrances which are acceptable to Buyers, Buyers may give written notification to Sellers of the cancellation of this Purchase Agreement and all deposits will be refunded in full to Buyers. An written notification of cancellation of this Purchase Agreement must be sent to Sellers on or before January 25, 2009 to be considered valid and enforceable.

☐SELLER FINANCING:

☐SALE OF OTHER PROPERTY: This Purchase Agreement shall be contingent upon the sale and the closing of such sale of Buyers property located at     on or before   .  If the closing of such sale is not timely completed, through no fault of Buyer, then this agreement shall terminate, at the option of Buyer, and upon Buyer’s written request all deposits shall be returned to Buyer.  The Buyer warrants that said property is currently being actively marketed and is listed with a licensed Realtor and that Buyer will notify Seller immediately of any change to said marketing activity and listing status.

Seller shall have the right to terminate this contract at any time by giving Buyer 72 hours written notice.  The time period will commence when Seller’s written notice has been delivered to buyer.  The termination shall be effective automatically unless within the time period after delivery of such notice Buyer shall notify Seller in writing that Buyer will complete the purchase of the business even though the contingency in this paragraph 3 has not been fulfilled.  Buyer’s notice must include a copy of a contract for the sale of Buyer’s property described above, with a closing scheduled on or before the closing date herein.

Date: 1/12/09

Time: 12:00 PM

Date: 1/13/09

Time: 3:50 PM

Seong Yoon

BUYER

SELLER

/s/ Ephren Taylor

/s/ Seong Yoon

BUYER

SELLER

Additional Considerations to Purchase Offer Dated

Indicate all that apply:

T    COVENANT NOT TO COMPETE:  Sellers hereby covenant to Buyers, and their successors, assigns and representatives that they will not engage, directly or indirectly, in any business which is the same as, or similar to, Coin Laundry or in competition with said business within a radius of 5 miles from 1716 W 39^th St, Kansas City, MO 64111< /u> for a period of three (3) years from the date of closing. Sellers will not engage as a principal, agent, manager, employee, owner, partner, stockholder, director or officer of corporation, member of an LLC, trustee, consultant or otherwise in any capacity whatsoever of any business which is the same as, or similar to Coin Laundry. In consideration of this Covenant Not To Compete, Buyers will pay Sellers the amount of Five Thousand Dollars ($5,000.00) which has been included in the purchase price set forth in the Purchase Agreement.