Every deal, run at your numbers.

Dear Sir or Madam,

On behalf of Mountain Brew Acquisitions LLC, a Nevada LLC ("Buyer"), we have been authorized to present this non-binding proposal to the Seller's representative on behalf of Henderson Family Trust ("Seller") for the Sale of the building known as 7820 Centennial Pkwy, Henderson, NV 89014 (the "Building") under the following terms and conditions:

1. PURCHASE PRICE$3,495,000
2. BUILDING7820 Centennial Pkwy, Henderson, NV 89014. A commercial building of approximately 2,400 square feet on a parcel or parcels of approximately 0.78 acres, legally known as APN(s): 178-31-410-007.
3. EARNEST MONEY$35,000 deposited into escrow. Said Earnest Money to be non-refundable upon removal of contingencies.
4. CONTINGENCY PERIODForty-five (45) days
5. CONTINGENCY ITEMSBuyer is purchasing the Property on an "As-Is" basis, and shall have Forty-five (45) days to perform Due Diligence on the Property, during which time Buyer shall have the right to cancel escrow for any reason.
6. PRORATIONSProperty taxes, rents, and operating expenses prorated as of Close of Escrow.
7. CLOSE OF ESCROWClose of Escrow shall occur within Thirty (30) days after the expiration of contingencies.
8. DELIVERY CONDITIONSThe Property shall be delivered subject to the existing tenancy, in broom-clean and debris-free condition as to all areas not subject to the lease.
9. LOAN CONTINGENCYThis offer is contingent upon Buyer obtaining acceptable financing within Thirty (30) days of the opening of escrow.
10. 1031 EXCHANGEBuyer and Seller agree to cooperate with one another in their respective Section 1031 tax-deferred exchanges, at no cost or liability to the cooperating party.
11. ESCROW/TITLEBuyer shall designate the escrow and title companies; as an exchange Buyer, Buyer may name its own escrow and title to facilitate the exchange. Seller shall pay one-half of escrow fees, a standard ALTA title policy, recordation, and transfer taxes. Buyer shall pay one-half of escrow fees, all loan fees, and all other standard costs and expenses.
12. BROKERAGEThe 1031 Experts, via the Shop 1031 Professional Broker Network is broker of record for the Buyer, acting on behalf of the Buyer. The Seller is represented by the Seller's broker. Brokers to be paid a 2.5% commission through escrow, split 50/50.
13. EXPIRATIONThis Letter of Intent shall be valid for seven (7) days after receipt by the Seller's agent, after which it shall become null and void.
14. CONFIDENTIALITYBuyer and Seller agree the transaction shall remain confidential; neither party shall release any information to any third party regarding price, terms, or the identity of Buyer or Seller.

It is understood and agreed that this proposal shall serve merely as a general outline of potential provisions which may be included in a Purchase and Sale Agreement ("PSA"), subject to further negotiation and inclusion in a PSA that may be executed by the parties. Neither Seller nor Buyer shall have any obligation resulting from this proposal, and neither Seller nor Buyer shall incur any obligation or liability to the other until and unless a PSA is executed and delivered by both parties.

If the foregoing is acceptable, please execute and return one copy of this letter to our attention.

We look forward to completing an expeditious sale.