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3. Terms of Payment (a) The Purchase Price shall include the principal and imputed interest charged at the annual rate of 6%. The principal payments shall total $1,540,717.39 and the imputed interest payments shall total $659,282.61. The principal and imputed interest shall be paid in immediately available funds in equal yearly installments of $440,000 each for a period not to exceed five years. The first payment shall be due on November 1, 1997, and each consecutive payment shall be due on November 1 of the following year. The last payment shall be due on November 1, 2001. (b) Buyer shall amortize the $100,000 for the cancellation of the Golf Professional Services Agreement and the covenant not to compete over the period from August 15, 1997 through November 1, 1997, by increasing the amount of greens fees referenced in Section 14 to be received by Seller until the amount paid to Seller equals the purchase price of $100,000. If the Seller's recovery of the green fees referenced in Section 14 are insufficient to total $100,000 by November 1, 1997, Buyer shall remit the difference between the,/green fees recovered by Seller between August 15, 1997, and November 1, 1997, and the total purchase price in immediately available funds by 5:00 p.m. on November 1, 1997. If the Seller's recovery of the green fees totals $100,000 before November 1, 1997, Buyer shall notify Seller in writing and Seller shall not recover any additional green fees. 4. Adjustments at Closing Prior to the Closing Date Seller will remove from the balance sheet of the Corporation, and shall be untitled to and be liable for various existing assets and liabilities, such that at the Closing Date the balance sheet of the Corporation will reflect only those asset shown on Exhibit A and only those liabilities shown on Exhibit B, plus suffi9ient assets to offset any operating payables (i.e., payroll tax and sales tax liabilities)/that are accrued on the balance sheet at the Closing Date. After th close of escrow Seller shall pay to Buyer any additional accrued expenses thr gh August 15, 1997 for items including, but not limited to rent, insurance emiums, utility charges, payroll, additional payroll taxes, and corporate income t es, and Buyer shall pay to Seller the amount of any prepaid expenses that represe t payments for operating expenses after August 15, 1997 including, but not limit to rent, insurance premiums, utility charges, payroll, payroll taxes, and income tax . The parties agree that Seller shall be responsible for and shall indemnify Buyer fo any additional sales tax, payroll tax, or income tax liability of the Corporation GOLF COURSE SERVICES PURCHASE AGREEMENT YACi� L rev 6/27/97. 6/30/97