Exhibit 7-4 (a) Purchase Price. The Purchase Price (the Purchase Price) to be paid for the Property shall be Seven Million Three Hundred Thousand and No/100 Dollars ($7,300,000.00) to be paid in the following manner: (i) Purchaser shall take subject to a first mortgage loan on the Property held by Wearever Life Assurance Company in the original Principal amount of Five Million Five Hundred Thousand Dollars ($5,500,000.00), which mortgage loan currently bears interest at the rate of ten percent per annum (10%) and is due and payable in full on January 1, 20__. Seller agrees to pay one-half of any and all transfer, assumption, or other fees assessed by the holder of the mortgage loan in connection with the transfer of the Property subject to the mortgage loan; and (ii) Purchaser shall deliver to Seller a purchase money note (Note) in the amount of Six Hundred Fifty-Four Thousand Dollars ($654,000.00). Said Note shall bear interest at ten percent per annum (10%) and shall be payable interest-only quarterly with a final payment of all unpaid principal and accrued and unpaid interest being due and payable two years from the Closing Date (hereinafter defined). The Note shall provide that it can be prepaid in whole or in part at any time without premium or penalty. The Note shall provide that the holder of the Note shall give the Maker of the Note at least twenty (20) days written notice of default prior to any acceleration of the Note for default or exercise of any other remedies that the holder may have to collect the indebtedness evidenced by the Note; provided, however, the Note shall be cross-defaulted with the Wearever Life Assurance Company loan (Wearever Loan) and defaults under the Wearever Loan are to be governed by the notice and cure periods provided for in the Wearever Loan. The Note shall be secured by a second priority Deed of Trust (Deed) on the Property. The Deed shall provide that insurance and condemnation proceeds shall be used for restoration of the Property; shall provide for twenty (20) days written notice of default prior to any exercise of remedies thereunder; shall not provide for any tax or insurance escrows; shall not have any restrictions on the transfer of the Property or upon any further financing or encumbrancing of the Property. The Note and Deed shall be nonrecourse to Purchaser and shall contain no personal guaranty whatsoever. The Note shall be in the form of the Note attached hereto as Exhibit ___ and the Deed shall be in the form of the Deed of Trust attached hereto as Exhibit __. (iii) The balance of the Purchase Price in the approximate amount of One Million One Hundred Forty-Six Thousand Dollars ($1,146,000.00) shall be payable in cash or by bank check drawn on the Federal Reserve Bank of Denver or by wire transfer or good funds on the Closing Date (hereinafter defined). Upon request by Purchaser prior to closing, Seller shall designate the account of Seller into which the net proceeds of the sale are to be deposited.

Review the contract for purchase and sale of a retail shopping center shown as Exhibit 74, and answer the following questions. Answer the questions in detail, making reference to the contract paragraph number you used as authority for your answer a. How much is the brokerage commission in connection with this sale, and who is responsible for paying it? b. Who is the holder of the real estate note and deed to secure debt that is going to be assumed by the purchaser in connection with this transaction? c. What is the name of the property being sold? d. What percentage of the tenant estoppels must the seller obtain? e. Under what terms is the purchaser willing to consent to new leases on the property from the date of contract to the date of closing? f. How many net rentable square feet are contained in the property being bought and sold? g. Where is the closing to take place?