Ziegler AUCTION Company: Real Estate Auctions

Dauphin County RETAIL Liquor License # R-17061to be offered separate or with Real ESTATE

Real Estate Information

2701 S. Front Street

Steelton, Pennsylvania

The following information was compiled and designed to assist you in the bidding process at auction and is not guaranteed. Ziegler Auction Company, Ltd. believes this information to be true and accurate to the best of our knowledge, and we reserve our right to update any information contained in the Due Diligence Package.

MAIN CONSTRUCTION

ROOF- Flat Rubber

LIGHTING – Fluorescent

· Pre-registration is required to participate in the bidding process of the Real Estate and Liquor License auction. Signed terms and conditions of auction along with a check made payable to ZIEGLER AUCTION CO., LTD. in the amount of $25,000. (TWENTY FIVE THOUSAND DOLLARS) will be required to obtain a bidder card. The Twenty five thousand will be applied to the deposit money if you are the successful accepted bidder. If you are not the successful high bidder, the check will be returned immediately following the auction.

· The successful accepted bidder will be required to sign the “Agreement of Sale”, following the auction (see enclosures). The Twenty Five THOUSAND DOLLARS will be placed in escrow. This will be included at settlement toward the purchase of the property. (see “Agreement of Sale”, Section 5, Earnest Money).

· Liquor license registration – To only bid on the liquor license a $ 10,000 dollar deposit is required for registration.

The conditions of the sale of real estate situated at 2701 S. Front St. Steelton , Dauphin County, Pennsylvania, owned by Shane Mrakovich , are as follows:

1. By entering a bid on the property, the bidder will be conclusively deemed to have agreed to be bound by all of the terms and conditions set forth in these Conditions of Sale.

2. Sale will be at public auction on the premises at 12:30 p.m. E.D.T. on November , 200 8 . All bidders must be pre-registered. Registration starts at 11:30 a.m.

3. Until specifically removed by announcement of the auctioneer, the seller reserves the right to reject any and all bid or bidders. The purchaser shall be the person who, after the reservation has been specifically removed, is the highest bidder at the time the auctioneer declares the auction to be completed. The Auctioneer shall have sole discretion and authority to resolve any conflict concerning the order or amount of any bid, or which bidder shall be considered the successful highest bidder.

4. The property is being sold in AS IS, WHERE IS condition. It is understood that the buyer has had the right to conduct such inspections of the property prior to commencement of the auction as Buyer deemed necessary or appropriate, and has either inspected the property or waived his right to do so. Buyer must rely on his own investigation and inspections, and not upon any warranty, representation, or other communication made by Seller, Seller's agent, Auctioneer, or agents and employees of Auctioneer, except as contained in Seller's Property Disclosure Statements which are attached to Exhibit "A" and incorporated herein by reference.

5. Each prospective bidder shall, at the time of registration as a bidder, pay an earnest money deposit in the amount of $ by cash, check, certified check, bank money order, or other form acceptable to Seller, which shall be held by auctioneer until the day of sale. If the prospective bidder becomes the purchaser, the purchaser shall sign an Agreement of Sale immediately upon completion of the auction of the property, and thereafter the earnest money deposit shall be placed in escrow pursuant to the terms and conditions of the agreement of sale. In the event the bidder does not become the purchaser, his earnest money deposit will be returned to him on the day of the sale following his signature of a receipt. A copy of the agreement of sale which Buyer will be required to sign is attached hereto, marked as Exhibit "A", and incorporated herein by reference as if set forth in full.

7. At the time of settlement, Sellers shall convey the property to purchaser by special warranty deed (or in the case of an estate, by fiduciary warranty deed) prepared at purchaser's expense. The property shall be conveyed with good and marketable title, or such title as will be insurable at regular rates by a title insurance company authorized to do business in Pennsylvania, free and clear of all liens, and encumbrances and easements as more fully set forth in the agreement attached hereto and marked as Exhibit "A".

8. County, municipal, and school district taxes and sewage and trash charges shall be apportioned between the seller and the purchaser as of the date of final settlement.

10. Any survey and/or title insurance or title search required for financing by the purchaser or any other purpose shall be performed at the cost and expense of the purchaser.

12. Purchaser will be responsible for all real estate broker fees that may be owed as a result of any buyer's brokerage agreement unless there is signed "Real Estate co-Broker Agreement Registered with Ziegler Auction Co. Ltd. Prior to the auction." Seller will be responsible for fees due Ziegler Auction Co., Ltd., Auctioneer.

13. The following personal property shall remain and be sold together with the real property:

14. The following fixtures are to be removed and will not be sold with the real property:

16. The declared successful bidder will be required to sign a lead-based paint disclosure statement (see sample) and a property disclosure statement (see sample).

17. By signing these conditions of sale, the prospective bidder acknowledges that he has read and understands the conditions, and agrees to be bound by them, and has read and understands the agreement of sale which is attached hereto and incorporated herein by reference, and in the event the prospective bidder becomes the purchaser, agrees to sign and be bound by same.

The conditions of the sale of retail liquor license # R-17061 for the town of Steelton, Dauphin County, Pennsylvania, in the ownership of Shane Mrakovich are as follows:

1. By entering a bid on the asset/retail liquor license, the bidder will be conclusively deemed to have agreed to be bound by all of the terms and conditions set forth in these Conditions of Transfer.

2. Bids on the transfer will be at public auction on the premises at _2701 S. Front St., Steelton PA___, __12:30 p.m. E.D.T on ___November 15, 2008. All bidders must be pre-registered. Registration starts at 11:30 a .m.

3. Until specifically removed by announcement of the auctioneer, the Custodian Owner reserves the right to reject any and all bid or bidders. The purchaser shall be the person who, after the reservation has been specifically removed, is the highest bidder at the time the auctioneer declares the auction to be completed. The Auctioneer shall have sole discretion and authority to resolve any conflict concerning the order or amount of any bid, or which bidder shall be considered the successful highest bidder.

4. If the prospective bidder becomes the Proposed Licensee, the Proposed Licensee shall sign an acknowledgement of auction price immediately upon completion of the auction of the asset, and thereafter the earnest money deposit of $10,000. shall be placed in escrow pursuant to the terms and conditions of the agreement of transfer. Purchaser bidder shall, at the time of signing agreements, pay an earnest money deposit in the amount of $ 10,000. by cash, certified check, bank money order, check, or other form acceptable to Owner, which shall be held by auctioneer until the day of transfer.

5. CLOSING: The Liquor License is in safekeeping so that there is no inventory.

A. Closing hereunder shall be held within ten (10) days from date of approval by the Pennsylvania Liquor Control Board of liquor license transfer, at the office of, Latsha, Davis and Yohe, 1700 Bent Creek Blvd. Suite 140 Mechanicsburg, Pennsylvania, or such other place as may be mutually agreed upon by the parties hereto.

B. At Closing, the Owner shall deliver to licensee applicant a Bill of sale conveying and transferring to Buyer the Liquor License, free and clear of all liens and encumbrances.

All of the obligations of the parties under this Agreement are contingent on the following:

A. This Agreement is specifically conditioned upon the approval by the Pennsylvania Liquor Control Board (PLCB) for the transfer of the Restaurant Liquor License. In the event that such approval is not forthcoming on or before __February 17 , 2009____, then either Proposed Licensee or Owner may have the option of either continuing the terms of this Agreement or declaring this Agreement null and void.

a. That the Shane Mrakovich is the Owner of Liquor License # _R-17061____________________, and that they are entitled to transfer, set over and assign their interest thereto to the Proposed Licensee free and clear of all liens and claims relating thereto.

b. That they will execute the application for transfer of license and will execute any other documents required in order to make application and to transfer the liquor license to Proposed Licensee.

A. Proposed Licensee represents that they have obtained or own property within the Dauphin County where the Liquor License will be located and utilized.

B. Proposed Licensee will execute appropriate Liquor License transfer application within thirty (30) days from the date of this Agreement.

10. By signing these conditions of transfer/agreement, the prospective bidder acknowledges that he has read and understands the conditions, and agrees to be bound by them, and in the event the prospective bidder becomes the Proposed Licensee, agrees to sign the following AUCTION PURCHASE BID PRICE ACKNOWLEDGEMENT OF TRANSFER PURCHASE PRICE, and be bound by same.

TRANSFER PURCHASE PRICE. Proposed Licensee agrees to pay for the Liquor License the sum of _________________________________________________________

EARNEST MONEY. Proposed Licensee has been required to post an earnest money deposit in the amount of $__________________________________________________, either at the time of registration, or pursuant to the "Auction Conditions of Transfer," upon the signing of this agreement. Proposed Licensee's earnest money shall be deposited in an interest bearing escrow account maintained by THE ZIEGLER AUCTION CO., LTD. and shall be paid to Custodial Owner, on account of the total purchase price for the Liquor License at the time of conveyance of the Liquor License. Proposed Licensee shall receive credit for any interest earned by such deposit. THE ZIEGLER AUCTION CO., LTD. shall have sole discretion, without recourse by either the Custodial Owner or Proposed Licensee, to choose the federally insured bank or savings and loan, the type of account, and the interest rate, for the escrow account. If it shall come to the attention of THE ZIEGLER AUCTION CO., LTD. that any dispute exists over the proper disposition of the escrow account, it shall, in its sole discretion, either pay the money into court, or retain same until supplied with a written agreement concerning the disposition of the funds which has been signed by both Custodial Owner and Proposed Licensee, or until it is served with an Order of Court regarding the disposition of same. Proposed Licensee specifically agrees to indemnify, save and hold THE ZIEGLER AUCTION CO., LTD., or its agents and employees harmless, from any liability, cost, damage, or expense (including reasonable attorney's fees) which arise in any way from its management of the escrow account, provided that it adheres to the terms and conditions of this paragraph.

DValid PA Drivers license or state-issued ID required for Bidder Registration. Announcements made on Auction Day take precedence over printed material. Seller reserves the right to remove any item from the auction until auction day.

AUCTIONEER'S DISCLAIMER:The above was compiled and designed to assist you in the bidding process at auction and is not guaranteed. Ziegler Auction Company Ltd. believes this information to be true and accurate to the best of our knowledge, and we reserve our right to update any information contained in this web site and any information you may receive.