As you have no doubt noticed, Arel and I have been trying to withdraw from legal morass in California with at least her half of the equity out of the house intact.

Well, it is not to be I guess. Take a gander at this proposed "deal" under which we can sell the house and see if you can make any case for either one of us ever getting a cent if we signed it.

AGREEMENT FOR SALE OF REAL ESTATE

This Agreement (the "Agreement") is entered into this ___ day of October, 2002, by and between Religious Technology Center ("RTC"), debtor H. Keith Henson and his Estate in Bankruptcy (collectively, "Henson"), and Ms. Arel Lucas, Henson's wife ("Lucas").

WHEREAS, Henson is presently in bankruptcy (In re Henson, N.D. Cal. Case No.: 98-51326ASW-13); and

WHEREAS, Henson and Lucas desire to sell their house, which they hold as "joint tenants" located at 302 College Avenue, Palo Alto, California (the "House"); and

WHEREAS, Henson claims a homestead exemption of $75,000 to be paid out of the proceeds of said sale; and

WHEREAS Lucas claims an entitlement to one-half of the net proceeds as a "joint tenant;" and

WHEREAS, RTC holds judgments against Henson, both pre and post-petition, totaling approximately $240,000; and

WHEREAS, RTC disputes Henson's claim to a homestead exemption and disputes Lucas' claim that she is a "joint tenant;" and

WHEREAS, by motion dated September 6, 2002, (the "Motion"), Henson sought bankruptcy court approval to sell the House free and clear of RTC's lien, with the intent to distribute the net proceeds as if Henson's homestead claim is valid and as if Lucas' "joint tenant" claim is valid; and

WHEREAS, RTC opposed the Motion on the grounds, inter alia, that the House had not been properly marketed so as to realize the highest possible sales price; and

WHEREAS, the Motion is presently scheduled to be heard in the bankruptcy court on October 10, 2002; and

WHEREAS RTC has made a § 1307 motion to dismiss Henson's bankruptcy petition, which motion is sub judice,

NOW THEREFORE, the parties hereto, acting through their respective counsel of record, have and hereby agree to the following:

1. The Motion shall be withdrawn, without prejudice; 2. The House shall promptly be listed for sale with Jim Byrne of Alain Pinel,

620 Santa Cruz Avenue, Menlo Park, California 94025 (the "Broker") and immediately placed on the Multiple Listing Service ("MLS"). A copy of the listing agreement with the Broker and evidence sufficient to show that the listing has been placed on MLS and the date thereof shall be sent to all counsel appearing below both by telefax and regular mail within forty-eight (48) hours of same;

3. The broker shall be given a key to the House and Broker, as well as all other MLS brokers shall, through the Broker, have free and unlimited access to inspect the House and to show the House to prospective buyers seven (7) days a week between the hours of 9:00 a.m. and 9:00 p.m., and, upon prior notice to Lucas and with her consent, which shall not be unreasonably withheld, at other hours as well;

4. Henson and Lucas shall make all reasonable efforts, noting particularly the current economic and market conditions, to negotiate with the Broker for a sales commission of less than 6%;

5. All brokers and all prospective buyers shall have access to the House, pursuant to paragraph 3 above, without regard to their religion or any other invidious factor and no inquiry shall be made as to their religion;

6. The House shall remain listed for a period of sixty (60) consecutive calendar days starting with the first day after the listing is placed in MLS;

7. As to each and every offer received, same shall be in writing, specifying all terms, including but not limited to, price, proposed closing date, specification of what items of fixtures, furniture or personalty are included, and all conditions precedent to closing, such as inspections and buyer's ability to obtain a mortgage commitment;

8. Each such written offer shall be sent by telefax and regular mail to all counsel appearing below within 48 hours of being received and the Broker shall be so instructed by Lucas in writing when the listing is first placed;

9. Within seven (7) days following the end of the listing period, counsel for Henson and Lucas shall jointly advise RTC's counsel in writing, both by telefax and regular mail, of which offer they propose be accepted together with the reasons therefor, including, but not limited to, why one offer may appear more favorable than another at a seemingly higher price. For purposes of this Agreement and this provision in particular, the offer received by Henson and Lucas identified in their Motion and the second offer identified by RTC in its opposition to the Motion, shall be deemed renewed and continued into the listing period unless withdrawn by said prospective buyer or buyers. If counsel for Lucas and Henson do not agree, any such notice sent by one or the other shall be a nullity and the parties shall proceed in accordance with paragraph 11(b) below;

10. Within seven (7) days of its receipt of the written notice described in paragraph 9 above, RTC shall advise counsel for the other parties hereto, both by telefax and regular mail, whether it agrees with the offer proposed to be accepted and if not, the reasons therefor;

11a. If all parties hereto have agreed, in writing, any one of them may file a motion to the bankruptcy court or any other court having jurisdiction at that time (e.g., if RTC's pending § 1307 motion to dismiss is granted), for an order permitting the sale of the House on consent of the other parties hereto and all parties further consent to that request being heard on shortened time;

11b. If all parties hereto have not agreed, in writing, to any proposed offer, then any party may make a motion to the bankruptcy court or to any other court having jurisdiction at that time, for an order permitting sale. Any such motion shall be made on the full notice period of the court in which it is filed. If the motion is granted, the sale and closing of title shall nevertheless be stayed for twenty (20) days to allow for an application to a court for a further stay;

12. If a sale is judicially approved, whether on consent under paragraph 11(a) or upon a contested motion under paragraph 11(b), the entire proceeds less only the brokerage commission and the amount of the first deed of trust on the House, shall be held in escrow in an interest-bearing account by counsel herein for Lucas, Mr. Howard Hibbard. Mr. Hibbard hereby agrees that he will charge no fee for his services as escrow agent and further agrees that he will not distribute any funds from the escrow to anyone except upon the prior written consent of all parties hereto (or hereafter asserting any claims thereto) or a final court order approving same. For these purposes, a court order is not "final" until either all appeals have been exhausted and finally determined, or the time to file an appeal or further appeal has expired. "Appeal" includes review by appellate courts sought either as a matter of right or by writ or certiorari procedure;

13. If, prior to the actual distribution of the escrowed funds, Mr. Hibbard receives written notice that any other person or entity not a party hereto, has a claim against either Henson or Lucas, Mr. Hibbard shall be required to retain the amount of the claim in escrow until said other claim or claims are "finally" resolved. From the date Mr. Hibbard receives said notice until said claim is "finally" resolved, said new creditor shall be deemed a party to this Agreement solely for purposes of notice and consent, and shall have the rights of a third-party beneficiary of this Agreement;

14. It is the intention of RTC to challenge Henson's claim of homestead exemption and Lucas' "joint tenant" claim. RTC shall be required to initiate legal proceedings to do so within (30) days of its receipt of written notice from Mr. Hibbard that he has received the sales proceeds and has placed them in the above-described escrow. Thereafter, all parties will cooperate in any and all ways possible to have those disputed issues finally resolved as quickly as possible. Henson's and Lucas' claim to a portion of the House sales proceeds shall be determined as of the date of the determination of said issues by a court of competent jurisdiction;

15. In any litigation over Lucas' "joint tenant" claim, Mr. Hibbard shall not be disqualified from serving as Lucas' counsel because he is the escrow agent herein, nor shall he be disqualified from continuing to serve as escrow agent because he represents Lucas;

16. Each of the parties hereto understands and acknowledges that the bankruptcy court may at any time dismiss Henson's bankruptcy petition pursuant to RTC's pending § 1307 motion and that accordingly any dispute about the sale itself or the distribution of the proceeds may not be before the bankruptcy court when they arise. Accordingly, all parties agree that in that circumstance, the disputed issues may be presented to a court of competent jurisdiction within the State of California and determination of the disputes shall be in accordance with the laws of this State, but excluding choice of law principles, as then existing. It is the specific intent of the parties and a material term of this Agreement that none of the proceeds be distributed to either Henson or Lucas until the entitlements are finally resolved pursuant to paragraphs 12, 14 and this paragraph 16;

17. Notwithstanding anything to the contrary herein, if after the sales proceeds of the House are received and placed in escrow, Lucas is in need of funds for her own then-current living necessities (excluding Henson's) and she can demonstrate that through no fault of her own, she is unable to obtain them from any other source, including but not limited to, employment or Henson, then and only then, Lucas may serve a written request for a loan from the escrow which request shall be both telefaxed and sent by regular mail to counsel for the other parties hereto. Said request shall set forth all of the reasons therefor and shall attach any relevant documents. If consented to by the other parties hereto, the escrow agent may make the loan provided that the maximum amount of said loan for any one month period shall be two thousand dollars ($2,000). RTC and Henson hereby agree that their consent to such a loan to Lucas shall not be unreasonably withheld and failing their written objection thereto made within ten (10) days of receipt of Lucas' written request, they shall be deemed to have consented. Nothing herein shall be construed to prohibit Lucas from making more than one application for a monthly loan provided that each such application fully complies with this paragraph;

18. Any claim for enforcement of this Agreement or alleging breach shall be filed in a court of competent jurisdiction in the State of California and all parties hereto hereby consent to the in personam jurisdiction of said courts.

19. This Agreement constitutes the entire agreements and understandings of the parties hereto, each of whom acknowledges and agrees that there are no prior or contemporaneous oral agreements. This Agreement shall be construed and governed in accordance with the laws of the State of California, excluding choice of laws principles.

20. If it is "finally" determined that any provision of this Agreement is void, voidable or unenforceable, then the remainder of the Agreement insofar as practicable, shall nonetheless continue in full force and effect.

21. This Agreement may be executed by the affixation of signatures to separate signature pages and all of the separate pages shall then collectively be deemed a part of this Agreement.

22. All of the parties hereto acknowledge that they have each equally participated in the negotiation and drafting of this Agreement through their attorneys and that, accordingly, no party shall be deemed to have been the author of this Agreement or any part of it.

23. Each of the counsel executing this Agreement below hereby represents and warrants that he has reviewed the whole of this Agreement with his client, that his client has agreed to same and that he is authorized to execute this Agreement for and on behalf of his client and to bind his client hereto.

____________________ ______________
Stanley Zlotoff (Date)
(Address)
Attorney for H. Keith Henson
And the Estate of H. Keith 
Henson

____________________ ______________
Howard Hibbard (Date)
Attorney for Arel Lucas 



____________________ ______________
Thomas R. Hogan (Date)
Attorney for RTC 



Terms of escrow provisions accepted:



____________________ ______________
Howard Hibbard (Date)
Escrow Agent