Joint Development Agreement for Riverdale Carwash Project between Across America Real Estate Development and S&O Development

Summary

Across America Real Estate Development (AARD) and S&O Development agree to jointly develop the Riverdale Carwash in Littleton, Colorado, by forming Riverdale Carwash Lot 3A, LLC. AARD will own 50.1% and S&O 49.9% of the LLC. The LLC will receive up to $1,850,000 in financing for development and construction, with a one-year term and interest at Prime plus 0.5%. Profits from the sale will be split 50/50 after each party receives the first $60,000. The agreement outlines key financial terms, expenses, and a proposed sale date of December 15, 2004.

EX-10.8 2 aard8k_ex108.txt EXHIBIT 10.8 JOINT DEVELOPMENT AGREEMENT Exhibit 10.8 Joint Development Agreement for Express Tunnel Carwash Project [LETTERHEAD] September 20, 2004 Mr. Aaron Green S&O Development 5600 South Quebec Street, Suite 215A Greenwood Village, CO 80111 RE: Joint Development Agreement financing Riverdale Carwash, Littleton Colorado. The following is an outline of the terms Across America Real Estate Development (AARD) will consider in relation to the proposed joint development agreement for Riverdale Carwash Littleton Colorado. If the following terms are agreeable to S&O Development AARD will proceed with the formulation of the legal documents and a contract. The following terms are not all-inclusive and are subject to change prior to formal approval of the indicated transaction. S&O Development and AARD will form a LLC for the development of the identified property. S&O Development will own 49.9% of the LLC and AARD will own 50.1% of the LLC. The name of the LLC will be Riverdale Carwash Lot3A, LLC. Borrower: Riverdale Carwash Lot 3A, LLC Development Partner: S&O Development Purchaser: To be determined Operating Entity: To be determined Loan Amount Not to Exceed: $1,850,000 to Riverdale Carwash Lot 3A, LLC Purpose: To fund the actual cost of development and construction of the Riverdale Carwash Lot 3A of a portion of Lot 3, Riverdale Subdivision, Filing No 1 A part of the SE 1/4 of Section 8, Township 5 5 South, Range 68 West of the Sixth Principal Meridian. Additional Expenses: In addition to the actual cost of development and construction the LLC will also have expenses estimated at $3,000 in legal fees and approximately $4,000 in accounting fees. Term: 1 year Interest Rate: Prime Rate plus .50% Loan Origination Fee: 1.25% of the commitment, due at closing Proposed Sale Price: $2,125,000 Proposed Occupancy Date: December 15, 2004 Proposed Sale Date: December 15, 2004 Collateral: 1st DOT on property Profit Split Upon Sale: 50% for AARD and 50% for S&O and Castle Brae from the proceeds of the sale of the project after all development and construction costs and interest and fee expenses are paid and settled. AARD will receive the first $60,000 of profit; S&O will receive the next $60,000 of profit; then the entities will divide the remainder based upon the 50/50 profit split. Financial covenants and reporting to be in conformance with AARD requirements. The rates and terms are those, which we feel, are applicable at this time, but are subject to change. Please be advised that the contents of this letter are confidential. Please contact me via email at your earliest convenience to review the terms mentioned above but no later than 4:00 PM EST September 21, 2004. Sincerely, ///Signed/// Alexander V. Lagerborg President and CEO Across America Real Estate Development Accepted by: ///Signed/// Aaron Green S&O Development Date: October 1, 2004