RECEIVERSHIP auction of:

Dirt 101, inert materials landfill in Glendale, AZ

Going Concern

Including earth-moving equipment and Real Estate

Friday, December 15, 2006 at 10:00 AM Arizona Time

auction to be held on site at Dirt 101

11748 W. Glendale Ave., Glendale, AZ

NW corner of 117th Ave. and Glendale Ave. in Glendale Arizona

32.9 +/- acres zoned Rural-43 and Industrial-3

map to auction location

NO BUYERS PREMIUM

NO RESERVE

contact george@auctionaz.com for more information

survey

sold: $4.6 million

Bidder’s Terms:  $25,000.00 deposit to obtain a bidder number, required to bid.  Deposits can be in the form of cash or cashier’s check.  10% of bid amount will be due on or before 12/18/06, 4:00 P.M., Arizona Time.  Balance of successful bid is due on or before 12/21/06, 4:00 P.M., Arizona Time.  Although some due diligence materials will be supplied, above properties will be sold “as is”.  Please conduct all due diligence prior to auction.

1.      Bidder registration:   All prospective buyers must register in order to bid at the auction and be issued a Bidder’s number.  The successful Buyer will be required to sign a Purchase Contract and Receipt for Deposit (“Purchase Contract”), and deposit 10% of the high bid as earnest money by 12/18/06.

2.      Closing:      Closing will take place on or before 12/21/06, 4:00 P.M., Arizona Time. 

3.      Failure to Close:      If for any reason, you are unable to complete the transaction, your earnest money deposit and any other deposit made will be forfeited.

4.      Property Inspection:      Previewing is essential.  The property is being sold in an “AS IS – WHERE IS” condition.  Property will be sold subject to all easements, restrictions, zoning and other matters of record.

5.      Title Insurance:      Will be supplied by the Seller, at Seller’s expense, giving Buyer clear and marketable title subject to restrictions of record at close of escrow.  Security Title Agency will act as the Escrow Agent.  Closing will take place at Security Title Agency with office located at 3620 N. 4th Ave., Phoenix, AZ or a courtesy signing will be arranged at their closest office. 

6.      Seller’s & Auctioneer’s Disclaimer:     All announcements made by the Auctioneer shall take precedence over any previously written material or oral statements made.  Conduct of the auction, increments of the bidding and decisions as to the high bidder will be at the direction and sole discretion of the Auctioneers.  The information contained in this brochure and the Bidder’s Information Package is subject to the verification by all parties relying on it; no guarantee, expressed or implied, is given on the information contained in the brochure and the Bidder’s Information Package.  No liability for its accuracy, errors or omission is assumed by the owners or their agents.  All square footage and dimensions are approximate.  Buyers shall rely entirely on their own judgment and inspection of the property and records.  Sellers RESERVE the right of prior disposal of property up and to the date of the auction.

7.      Purchase Contract:      The highest bidder receives the right and obligation to become the purchaser under a Commercial/Investment Real Estate Contract and Receipt for Deposit (“Purchase Contract”), which is available from the Auctioneer.  Bidders are cautioned that they must be able to comply with the purchaser’s representations under such Purchase Contract.

Note that the purchaser under the Purchase Contract must be able to provide evidence of financial capability and pay an earnest money deposit equal to ten percent (10%) of the high bid amount.  Note that the amount bid is not the only consideration, which must be paid by the purchaser.  In addition, the consideration includes a sharing or pro-ration of closing costs and expenses, as is the custom for similar sales of property in Maricopa County, Arizona.  The highest bidder will be liable for breach of the Purchase Contract if said bidder cannot perform.

8.      Absentee & Telephone Bidding:      If you are unable to attend the auction event and still want to bid by telephone, Cunningham & Associates Real Estate LLC Auctioneers will facilitate your request, providing that you qualify with the Auctioneers within a 48 hour time period prior to the auction.  This option will be subject to available telephone service at the auction site.  All phone bidders must sign an affidavit stating that they have inspected the property prior to bidding.

THE AUCTION WILL BE OPEN AND VERBAL

equipment to transfer with the purchase of the business and real estate:

• office trailer

• Cat dozer

• Case wheel loader

• motor grader

• water pump

• water truck

• misc. office equip

• misc. fencing and Jersey barriers

• SIGNIFICANT cash accounts $156,850.95 as of 12/13/06 (plus $33,015.51 in outstanding checks)

• SIGNIFICANT Accounts Receivable $60,680 as of 12/13/06

* The cash and accounts receivable balances for Dirt 101 are unaudited and subject to change due to the normal course of business between the date this information is provided and the date of the auction.