WATER RIGHTS PURCHASE AGREEMENT

This Agreement is dated the _______ day of ______________, 2002, by and between _____________________________________________________________, a ___________________________________, its successors and assigns ("Seller"), and ___________________________________, a _____________________________
__________________, its successors and assigns ("Buyer").

RECITALS: 

WHEREAS, Seller owns certain merchantable and valid water rights within the ______________ _______________________________, ("water rights");  and

WHEREAS, Buyer desires to purchase said water rights under the terms and conditions contained herein. 

WITNESSETH: 

1. Agreement to Sell and Purchase Water Rights. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase and acquire from Seller all of Seller's right, title and interest in and to the water rights subject to the terms of this Agreement to the extent the water rights are accepted for transfer by the ______________________________, State of _______________. 

2. Purchase Price and Terms. Buyer shall pay Seller _____________________________ Dollars ($_____________) per acre foot for each acre foot accepted by the ______________________ for transfer up to (_____________) acre feet per year. Such purchase price shall be based upon consumptive use.  Seller has designated Westwater Resources, a New Mexico business trust, having its principal place of business at 610 Gold Avenue, Southwest - Suite 111, Albuquerque, New Mexico 87102 as its broker ("Broker").  Buyer shall be obligated to purchase only that portion of the water rights accepted by the _______________________________ for transfer. 

3. Warranties of Seller. Seller does hereby represent, covenant and warrant to Buyer that the following are true now and will be at closing. 
 

(a) Authority. Seller has the full right and authority to enter into this Agreement and to consummate the transactions intended in this Agreement, and no other consent to do so is required. 

(b) Title to Water Rights. Seller now has, and at closing will have, good and merchantable, fee simple title to the water rights. The water rights are free and clear of all liens, security interests, mortgages, pledges, encumbrances, ditch fees, taxes and assessments, and charges or claims of whatever nature. The water rights are in good standing with the ___________________________, State of _________________, and have not been forfeited or abandoned, and are not subject to judgment, suit, lien, receivership, or any other encumbrance whatsoever. 

(c) Judgments or Litigation. Seller has no knowledge of any outstanding judgments against Seller that would in any manner affect the consummation of this transaction or constitute any cloud upon the title to the water rights- Seller has no knowledge of any pending litigation, proceedings, or investigations, or any threats of litigation, proceedings or investigations, which might result in any cloud upon the title to the water rights, or any other material change in the value of the water rights. 

(d) Continued Cooperation. Seller shall, within reason, cooperate with Buyer before, during and after closing to effectuate the transactions contemplated in this Agreement including, without limitation, the execution of any documents or the taking of any action (or the restraining from taking of any action) necessary or desirable to achieve the intended results herein. 

4. Conditions Precedent. All obligations of Buyer to close this transaction are subject to the fulfillment of each of the following conditions before or at closing : 
 

(a) Seller's Compliance. Seller will have performed and complied with all agreements and conditions required herein. Seller understands and agrees that it may be necessary to execute and file certain documents with the ____________________________, and the County Clerk's Office, ____________________ County, State of ________
_________________, prior to closing, and Seller agrees to sign any such documents requested for filing by Buyer. 

(b) Proof of Title. Within two (2) weeks after the execution of this Agreement, Seller shall provide Buyer a proposed form of deed transferring the water rights to Seller, and a complete copy of the _________________________ file concerning the water rights, if any. Seller shall take all other action necessary to provide documentation reasonably requested by Buyer to prove or support the free and clear title and validity of   the water rights. 

(c) Approval of the _________________________. Prior to closing, the ____________________________, State of ___________________ must verify that the water rights are valid and will have agreed to accept, in a form acceptable to Buyer, all or a portion of the water rights for transfer to Buyer's place of diversion to offset pumping of water in the ________________________________ for Buyer's use. If the ______________________________ fails to give the approval, this Agreement, except as described below, shall terminate and shall be null and void, all documents shall be returned to Seller, the earnest money deposit shall be returned to Buyer and neither party shall be subject to any further obligation hereunder. 

5. Escrow. 

(a) Delivery of Documents. Upon execution of this Agreement, Seller and Buyer shall, as appropriate, execute and deliver to Broker the following documents, in a form acceptable to Buyer, to be held until closing as provided herein: 

(i) Warranty Deed (water rights) from Seller to Buyer. 

(ii) Change of Ownership Form from Seller to Buyer. 

(iii) Application for Change in Place and/or Purpose of Use. 

(b) Earnest Money Deposit. An earnest money deposit in the amount of $1,000.00 shall be deposited by Buyer with Broker.

(c) Filing With ____________________. Upon receipt of the earnest money deposit and the documents, the Request for Transfer of Water Rights shall be filed with the _______________________________. 

(d) Fulfillment of Conditions Precedent. Upon fulfillment of the conditions precedent, the purchase price, adjusted by the number of acre feet of consumptive use water rights accepted by the ______________________ in the approval , shall be paid to Seller and the documents shall be delivered to Buyer. If the conditions precedent have not been fulfilled to the satisfaction of Buyer prior to or at closing, the earnest money shall be returned to Buyer, the documents shall be returned to the Seller, this Agreement shall be null and void and of no further force and effect, and neither party shall be subject to any further obligation hereunder. 

6. Closing. Closing of this transaction shall be at the offices of Broker or at another location to be mutually agreed upon at 10:00 a.m. on the 5th business day following receipt by Buyer of the approval of _________________________________, or as otherwise agreed by the parties. 

7. Miscellaneous Provisions. 

(a) Additional Documentation. Any other documentation that maybe required to close and consummate the transaction after the signing of this Agreement shall be made and delivered by the parties as required. 

(b) Indemnification. Seller and Buyer shall each indemnify and hold the other harmless from and against any and all claims, demands, causes of action, debts or liabilities arising out of or on account of either party's brokerage fees. Seller has retained Broker and shall be held liable for brokerage fees as described in paragraph 2. Buyer has no broker, nor shall Buyer be held liable for any brokerage fees. Seller and Buyer shall each indemnify and hold the other harmless from and against any and all claims, demands, causes of action, debt or liabilities arising out of or on account of any breach of any provision of this Agreement including, without limitation, the making of a false representation or breach of any covenant or warranty contained herein. 

(c) Notices. All notices and other communications, required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given and delivered, if mailed, certified postage prepaid: 

     If to Seller(s):

Name of Individual(s) or Officer:       ____________________________________
Name of Entity (if any):                     ____________________________________
Street Address:                                ____________________________________
City, State, Zip:                                ____________________________________

Telephone:                                       ____________________________________
Telefacsimile:                                   ____________________________________
E-Mail                                            ___________________@_______________

 

     If to Buyer(s): 

Name of Individual(s) or Officer:      ____________________________________
Name of Entity (if any):                    ____________________________________
Street Address:                               ____________________________________
City, State, Zip:                               ____________________________________

Telephone:                                       ____________________________________
Telefacsimile:                                   ____________________________________
E-Mail                                            ___________________@_______________

  If to Broker(s): 

Westwater Resources
610 Gold Avenue, Southwest - Suite 111
Albuquerque, New Mexico 87102

E-Mail:                                         wturner@waterbank.com

(d) Binding Effect. All of the agreements between the parties shall be binding upon and inure to the benefit of the parties, their successors, personal representative, heirs or assigns. 

(e) Captions. The captions of any articles, paragraphs or sections hereof are made for convenience only and shall not control or affect the meaning or construction of any other provisions hereof. 

(f) Attorney's Fees. Buyer and Seller shall be responsible for any fees or costs of their respective attorneys and consultants, and for any attorney's and consultants fees incurred by them in the enforcement of any of the terms and provisions of this Agreement, or in connection with any of the water rights described herein. 

(g) Entire Agreement. This Agreement merges all previous negotiations between the parties hereto and constitutes the entire Agreement and understanding between the parties with respect to the subject matter hereof. No alteration, modification. or amendment hereto shall be valid except in writing and when signed by the parties. 
 

8. Representations. All statements contained in this Agreement or any other instrument delivered by or on behalf of Seller as provided in this Agreement, or in connection with this transaction, will be deemed representations and warranties by Seller as provided in this Agreement. All representations. warranties, indemnities, and agreements made by Seller or Buyer in this Agreement shall survive closing. 

SELLER:  

______________________________________, A ____________________________
             (Name of Individual(s) or Entity)                                     (Type of Entity)
 

BUYER:  

______________________________________, A ____________________________
             (Name of Individual(s) or Entity)                                      (Type of Entity)

By:_________________________________________________________  
                                                         (Name & Title)                       Date  

 

ACKNOWLEDGEMENTS FOR CORPORATION

Subscribed and sworn to before me this ____ day of _______________, 2002,by _______________________________________, who personally appeared before me and did state that he/she is authorized to sign the above instrument by action of the Board of Directors/Trustees as memorialized in a Minute to that has been entered into the Minute Book of the company.

                                                                _____________________________ 
                                                                                        Notary
My Commission Expires:  _________________  
(SEAL)

Subscribed and sworn to before me this ____ day of _______________, 2002,by _______________________________________, who personally appeared before me and did state that he/she is authorized to sign the above instrument by action of the Board of Directors/Trustees as memorialized in a Minute to that has been entered into the Minute Book of the company.

                                                                _____________________________ 
                                                                                        Notary
My Commission Expires:  _________________  
(SEAL)

ACKNOWLEDGEMENT FOR INDIVIDUAL(S)

STATE OF _______________________	)
	) ss.
COUNTY OF _____________________	)

Subscribed and sworn to before me by _____________________________________, who appeared personally before me this ____ day of ________, and who did swear, affirm, certify, depose, and warrant that he/she/they have signed the hereinabove instrument as his/her/their sui juris act and who is/are legally authorized to sign the hereinabove instrument and do hereby attach documentary evidence of his/her/their authority if acting on behalf of any fictitious legal entity of public or private law. 

                                                                   _____________________________  
                                                                                          Notary
My Commission Expires:_________________
(SEAL)