MEMBERSHIP INTEREST PURCHASE AGREEMENT

LLC Membership Agreement

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This LLC Membership Agreement involves

BRESLER &| REINER INC

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Title: MEMBERSHIP INTEREST PURCHASE AGREEMENT
Governing Law: Florida Date: 3/30/2004
Industry: BLDSRV Law Firm: Holland & Knight, LLP; Shaiman, Drucker, Beckman & Sobel, LLP Sector: CAPGDS

Search LLC Membership Agreement by:

Exhibit 10.2

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

KGH Corporation,

Victoria Place Apartments, Ltd.

and

Osprey Capital, Inc.

(“Sellers”),

P.A.C. Land Development Corporation

(“PAC”),

and

Bresler & Reiner, Inc (“Buyer”)

May 6, 2003

Table of Contents


Description		Page
Article 1
Recitals; Sale; Price; Definitions		3
1.1	Recitals	3
1.2	Purchase Price and Deposit	3
1.3	Definitions	4

Article 2
Investigation; Title		10
2.1	Due Diligence Deliveries by Sellers	10
2.2	Buyer's Inspection	11
2.3	Title, Survey, Environmental Report, and Related Searches	12
2.4	Cooperation	15

Article 3
Separate Representations and Warranties of KGH		15
3.1	Capacity and Authority	15
3.2	Execution and Delivery; Binding Effect	16
3.3	Organization	16
3.4	Ownership of KGH Membership Interest	16
3.5	Notice	16
3.6	Shareholders; Incumbency	16

Article 4
Separate Representations and Warranties of Osprey		16
4.1	Osprey Capacity and Authority	16
4.2	Execution and Delivery; Binding Effect	17
4.3	Organization	17
4.4	Ownership of Osprey Membership Interest	17
4.5	Notice	18

Article 5
Separate Representations and Warranties of Victoria		18
5.1	Victoria Capacity and Authority	18
5.2	Execution and Delivery; Binding Effect	18
5.3	Organization	18
5.4	Ownership of Victoria Membership Interest	19
5.5	Notice	19
5.6	Partners	19

Article 6
Representations Concerning Company and Property		19
6.1	Organization	19
6.2	Capitalization	19
6.3	Purpose, Subsidiaries and Other Equity Investments	20
6.4	The Property; Other Properties; Inventory; Cash; Accounts Receivable	20

(i)


6.5	Financial Statements	21
6.6	Absence of Certain Changes	21
6.7	No Liabilities or Obligations	22
6.8	Compliance with Laws; No Defaults	23
6.9	Rental and Income Standards	23
6.10	Litigation	23
6.11	Contracts and Bank Accounts	23
6.12	Other Contracts	24
6.13	No Employees	24
6.14	Permits and Access	24
6.15	Environmental	24
6.16	Insurance Coverage	26
6.17	Condemnation; Improvements; Special Assessments	26
6.18	Tenants	26
6.19	Defects	27
6.20	Soil Conditions	27
6.21	No Contributions or Dedications	27
6.22	Property Regulations	28
6.23	Certificates of Occupancy	28
6.24	InterCompany Arrangements	28
6.25	Tax Matters	28
6.26	Employee Benefit Plans	29
6.27	Securities Laws	29
6.28	Americans With Disabilities Act Compliance	29
6.29	Solvency	29
6.30	Licenses; Regulatory Approvals; Utilities	29
6.31	Intellectual Property	30
6.32	Brokerage	30
6.33	Other Information	30
6.34	Continuing Representations	30

Article 6A
Separate Representations and Warranties of PAC		31
6A.1	PAC Capacity and Authority	31
6A.2	Execution and Delivery; Binding Effect	31
6A.3	Organization	32
6A.4	Financial Statements	32
6A.5	Shareholders; Incumbency	32

Article 6B
As Is, Where Is Transaction, Release		32
6B.1	As Is, Where Is	32
6B.2	Release	32

Article 7
Indemnity		32
7.1	Indemnification	32
7.2	Limitations on KGH and PAC Indemnity	33

(ii)


7.3	Limitation on Seller Indemnity	33
7.4	Notice	34
7.5	Indemnification Procedure	34
7.6	Buyer Indemnity	36

Article 8
KGH's and Sellers' Covenants		36
8.1	Affirmative Covenants of KGH	36
8.2	Affirmative Covenants of Sellers	38
8.3	Right of First Offer	39
8.4	Negative Covenants	39

Article 9
Buyer's Representations and Warranties,		40
9.1	Buyer Capacity and Authority Relative to Agreement	40
9.2	Execution and Delivery; Binding Effect	40
9.3	Organization	40

Article 10
Conditions Precedent		41
10.1	Buyer's Closing Conditions	41
10.2	Commercially Reasonable Efforts	42
10.3	Buyer's Termination Option	42

Article 11
Closing		42
11.1	Closing and Closing Date	42

Article 12
Closing Obligations of Parties		43
12.1	Sellers' and PAC's Closing Obligations	43
12.2	Buyer's Closing Obligations	44
12.3	Further Assurances, Assistance and Cooperation	44

Article 13
Closing Adjustments and Payments		45
13.1	Post-Closing Adjustments and Payments	45
13.2	Holdbacks	46
13.3	Income and Expense Items	46
13.4	Buyer Credits	47
13.5	Costs	47

Article 14
Casualty and Condemnation		47
14.1	Risk of Loss	47
14.2	Condemnation	48
14.3	Binding Effect	48

Article 15
Brokerage		48
15.1