UNITED PARK CITY MINES CO
STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>stockpurchaseagreement.htm
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>
<html>

<head>
<title>STOCK PURCHASE AGREEMENT</title>
</head>

<body>

<p ALIGN="CENTER">&nbsp;</p>
<b>
<p ALIGN="CENTER">STOCK PURCHASE AGREEMENT</p>
<p ALIGN="CENTER">&nbsp;</p>
</b>
<p ALIGN="CENTER">among</p>
<p ALIGN="CENTER">&nbsp;</p>
<b>
<p ALIGN="CENTER">CAPITAL GROWTH PARTNERS, LLC</p>
<p ALIGN="CENTER">a Utah limited liability company</p>
<p ALIGN="CENTER">&nbsp;</p>
</b>
<p ALIGN="CENTER">and</p>
<b>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">UNITED PARK CITY MINES COMPANY</p>
<p ALIGN="CENTER">a Delaware corporation</p>
<p ALIGN="CENTER">&nbsp;</p>
</b>
<p ALIGN="CENTER">and</p>
<p ALIGN="CENTER">&nbsp;</p>
<b>
<p ALIGN="CENTER">SELLERS</p>
<p ALIGN="CENTER">referred to herein</p>
</b>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">_____________________</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">Dated as of February 21, 2002</p>
<p ALIGN="CENTER">_____________________</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">&nbsp;</p>
<p>&nbsp;</p>
<blockquote>
  <p>TABLE OF CONTENTS</p>
  <p ALIGN="CENTER">&nbsp;</p>
</blockquote>
<p ALIGN="RIGHT">Page</p>
<p ALIGN="left">Section 1. SALE AND PURCHASE OF THE SHARES</p>
<blockquote>
  <p>1.1 Purchase of the Shares </p>
  <p>1.2 Purchase Price </p>
</blockquote>
<p>Section 2. CLOSING </p>
<p>Section 3. DEPOSIT AGREEMENT </p>
<p>Section 4. REPRESENTATIONS AND WARRANTIES OF SELLERS; REPRESENTATIONS AND
WARRANTIES OF COMPANY </p>
<blockquote>
  <p>4.1 Organization and Authority of Sellers; Title to Shares. </p>
  <p>4.2 Organization and Capitalization of the Company; Authority to Enter Into
  Agreement </p>
  <p>4.3 Financial Statements </p>
  <p>4.4 Books and Records </p>
  <p>4.5 Title to Properties; Encumbrances </p>
  <p>4.6 No Undisclosed Liabilities </p>
  <p>4.7 Taxes </p>
  <p>4.8 Employee Benefit Plans </p>
  <p>4.9 Compliance with Legal Requirements; Governmental Authorizations </p>
  <p>4.10 Legal Proceedings; Orders </p>
  <p>4.11 Absence of Certain Changes and Events </p>
  <p>4.12 Contracts; No Defaults </p>
  <p>4.13 Insurance </p>
  <p>4.14 Environmental Matters </p>
  <p>4.15 Employees </p>
  <p>4.16 Certain Payments </p>
  <p>4.17 Brokers or Finders </p>
  <p>4.18 Intellectual Property </p>
  <p>4.19 SEC Compliance </p>
</blockquote>
<p>Section 5. REPRESENTATIONS AND WARRANTIES OF PURCHASER </p>
<blockquote>
  <p>5.1 Good Standing and Corporate Power </p>
  <p>5.2 Authorization </p>
  <p>5.3 No Conflicts </p>
  <p>5.4 Brokers </p>
  <p>5.5 Investment Representations </p>
  <p>5.6 No Other Representations and Warranties as to the Company </p>
</blockquote>
<p>Section 6. COVENANTS </p>
<blockquote>
  <p>6.1 Confidentiality </p>
  <p>6.2 Conduct of Business of the Company </p>
  <p>6.3 Access to Information </p>
  <p>6.4 No Solicitation of Transactions </p>
  <p>6.5 Further Action; Best Efforts </p>
  <p>6.6 Public Announcements </p>
  <p>6.7 Recommendation of Company 18</p>
  <p>6.8 Parsons, Behle and Latimer</p>
  <p>6.9 Delivery of Notices</p>
</blockquote>
<p>Section 7. TENDER OFFER </p>
<blockquote>
  <p>7.1 The Offer </p>
  <p>7.2 Cooperation </p>
  <p>7.3 Payment for Remaining Shares </p>
  <p>7.4 Limitations on Amending the Offer </p>
  <p>7.5 Reimbursement of Expenses </p>
  <p>7.6 Penalties for Breach of Offer Provisions </p>
</blockquote>
<p>Section 8. CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE </p>
<blockquote>
  <p>8.1 Accuracy of Representations and Warranties </p>
  <p>8.2 Performance </p>
  <p>8.3 Due Diligence </p>
  <p>8.4 No Proceedings </p>
  <p>8.6 No Claim Regarding Stock Ownership or Sale Proceeds </p>
</blockquote>
<p>Section 9. CONDITIONS TO OBLIGATION OF SELLER TO CLOSE </p>
<blockquote>
  <p>9.1 Accuracy of Representations and Warranties </p>
  <p>9.2 Performance </p>
</blockquote>
<p>Section 10. CLOSING DELIVERIES </p>
<p>Section 11. TERMINATION OF AGREEMENT </p>
<blockquote>
  <p>11.1 Right to Terminate Agreement </p>
  <p>11.2 Effect of Termination; No Survival </p>
  <p>11.3 Termination Fees </p>
</blockquote>
<p>Section 12. INDEMNIFICATION </p>
<p>Section 13. MISCELLANEOUS PROVISIONS </p>
<blockquote>
  <p>13.1 Compliance with Laws </p>
  <p>13.2 Governing Law </p>
  <p>13.3 Venue and Jurisdiction; Consent to Service of Process; Waiver of Jury
  Trial </p>
  <p>13.4 Notices </p>
  <p>13.5 Table of Contents and Headings </p>
  <p>13.6 Assignment </p>
  <p>13.7 Parties in Interest </p>
  <p>13.8 Severability </p>
  <p>13.9 Entire Agreement </p>
  <p>13.10 Waiver </p>
  <p>13.11 Fees and Expenses </p>
  <p>13.12 Remedies </p>
  <p>13.13 Amendments </p>
  <p>13.15 Survival of Representations, Warranties and Covenants </p>
  <p>13.14 Interpretation of Agreement </p>
  <p>13.16 Counterparts </p>
  <p>13.17 Definitions </p>
</blockquote>
<p ALIGN="RIGHT">&nbsp;</p>
<b>
<p>&nbsp;</p>
</b>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER"><b>STOCK PURCHASE AGREEMENT</p>
<p>&nbsp;</p>
<p ALIGN="JUSTIFY"></b>THIS STOCK PURCHASE AGREEMENT (the &quot;<b>Agreement</b>&quot;)
is entered into as of February&nbsp;21, 2002, by and among Capital Growth
Partners, LLC, a Utah<b> </b>limited liability company (&quot;<b>Purchaser</b>&quot;),
United Park City Mines Company, a Delaware corporation (together, with its
Subsidiaries, the &quot;<b>Company</b>&quot;), and those entities whose names
are set forth on Schedule A attached hereto (such entities are hereinafter
collectively referred to as &quot;<b>Sellers</b>&quot; and each individually as
a &quot;<b>Seller</b>&quot;). Certain capitalized terms used in this Agreement
are defined in Section 13.</p>
<b>
<p ALIGN="CENTER">RECITALS</p>
</b>
<p ALIGN="JUSTIFY">A. Sellers desire to sell, and Purchaser desires to purchase,
certain shares of the capital stock of the Company which are owned by Sellers
and are set forth in detail on Schedule A, as it may be amended from time to
time (collectively, the &quot;<b>Shares</b>&quot;), for the consideration and on
the terms set forth in this Agreement.</p>
<p ALIGN="JUSTIFY">B. Purchaser also desires to purchase the remaining shares of
the capital stock of the Company by means of a tender offer in connection with
the acquisition of the Shares.</p>
<b>
<p ALIGN="CENTER">AGREEMENT</p>
</b>
<p ALIGN="JUSTIFY">Purchaser and Sellers, intending to be legally bound, agree
as follows:</p>
<b>
<p>Section 1. SALE AND PURCHASE OF THE SHARES</p>
</b>1.1 <u>Purchase of the Shares</u>. Subject to the terms and conditions at
this Agreement, at the Closing, each Seller will sell and transfer such Seller's
Shares to Purchaser, and Purchaser will purchase the Shares from such Seller.
<p>1.2 <u>Purchase Price; Schedule A</u>. The purchase price payable by
Purchaser for the Shares shall be $25.00 per share in cash for an aggregate
purchase price of $45,125,188.75 (subject to amendment based upon the total
number of Shares set forth in Schedule A, as amended, on the Closing Date) in
cash (the &quot;<b>Purchase</b> <b>Price</b>&quot;). Sellers shall promptly
amend Schedule A if they obtain Knowledge that any information contained in
Schedule A is incorrect.<b>
<p>Section 2. CLOSING</b></p>
<b>
<p ALIGN="JUSTIFY"></b>The closing of the transactions contemplated by
Sections&nbsp;1 and 3 (the &quot;<b>Closing</b>&quot;) shall be held at the
offices of Holme Roberts &amp; Owen LLP, 111 East Broadway, Suite 1100 in Salt
Lake City, Utah, or at such other place as may be jointly designated by
Purchaser and Sellers, which Closing shall be held on the date (the &quot;<b>Closing
Date</b>&quot;) which is the date which is the later of (a) the date that is 120
days after the date of this Agreement or (b) if a Proceeding is initiated as
described in Section 8.4 (an &quot;<b>Extension Event</b>&quot;) within the
first 120 days after the date of this Agreement, the date that is the earlier of
(i) ten business days following the date of the final disposition of the
Extension Event, (ii) 90 days after the date of initiation of the Extension
Event, or (iii) 210 days after the date of this Agreement (both (a) and (b), the
&quot;<b>Initial Closing Date Deadline</b>&quot;); <i>provided, however, </i>that
Purchaser may, at its election, postpone the date of the Closing (a &quot;<b>Postponement</b>&quot;)
by 60&nbsp;days after the Initial Closing Date (the &quot;<b>Postponement Period</b>&quot;)
upon written notice to Sellers. If an Extension Event is initiated within the
Postponement Period, the Closing Date shall be postponed until the earlier of
(a) 270 days after the date of this Agreement or (b) the later of (i) 60 days
after the beginning of the Postponement Period, (ii) 10 days after the final
disposition of the Extension Event or (iii) 90 days after the date of initiation
of the Extension Event.</p>
<b>
<p>Section 3. DEPOSIT AGREEMENT</p>
<p></b>Contemporaneously with the execution and delivery of this Agreement,
Purchaser and Sellers shall enter into a Deposit Agent Agreement (the &quot;<b>Deposit
Agreement</b>&quot;), a copy of which is attached to this Agreement as Exhibit A
and Purchaser shall deposit with Zions First National Bank as agent for Sellers
(the &quot;<b>Deposit Agent</b>&quot;) the sum of $1,500,000 in cash (or at the
option of Purchaser a letter of credit issued by a United States bank acceptable
to the Sellers (the &quot;<b>LC</b>&quot;)) (the &quot;<b>Deposit</b>&quot;) in
accordance with the terms of the Deposit Agreement. If the Deposit is in the
form of cash, Purchaser may at any time upon five business days written notice
to the Deposit Agent, replace such cash with an LC, except as provided in the
Deposit Agreement; if the Deposit is in the form of an LC, Purchaser may at any
time upon three business days written notice to the Deposit Agent, replace the
LC with cash.</p>
<p ALIGN="JUSTIFY">The Deposit shall be applied as follows:</p>
<p ALIGN="JUSTIFY">(i) to the Purchase Price at the Closing, if the Closing
occurs;</p>
<p ALIGN="JUSTIFY">(ii) if (a) the Closing does not occur, and if Purchaser has
not elected a Postponement or (b) Purchaser has elected a Postponement but the
Agreement terminates as a result of an Extension Event extending the
Postponement Period to 270 days after the date of this Agreement (or, as
applicable, 90 days after the initiation of the Extension Event) without it
having been terminated by Purchaser prior to such date, then the Deposit shall
be returned to Purchaser subject to the terms of the Deposit Agreement within
three days from the date of termination of this Agreement or expiration of the
270 day period (or the period ending 90 days after the initiation of the
Extension Event, if applicable), as applicable;</p>
<p ALIGN="JUSTIFY">(iii) if there is a Postponement and the Closing does not
occur within the Postponement Period (other than as set forth in subsection (ii)
above), the Deposit shall be delivered to Sellers, subject to the terms of the
Deposit Agreement; <i>provided, however</i>, that the Deposit shall be promptly
returned to Purchaser if (a)&nbsp;any Seller is in Breach of its representations
and warranties contained in Section&nbsp;4.1(f) which has not been cured and, as
a result of which, Purchaser will not be able to acquire from Sellers at
Closing, free and clear of all claims and Encumbrances, at least fifty-one
percent (51%) of the outstanding common stock of the Company as of the Closing
Date after assuming that all options or other rights to acquire common stock of
the Company have been issued, exercised and converted to common stock, as
applicable, (b)&nbsp;if Purchaser has satisfied its obligations under Sections
9.1 and 9.2 of this Agreement in all material respects and all of the conditions
specified in Section&nbsp;10(a) have not been satisfied (provided however, that
for the purposes of this subsection, (i) Sellers and the Company need to satisfy
the conditions of Section 10(a) only with respect to at least fifty-one percent
(51%) of the outstanding common stock of the Company as of the Closing Date
(assuming that all options or other rights to acquire common stock of the
Company have been issued, exercised and converted to common stock, as
applicable), (ii) incorrect representations and warrantees contained in the
certificate required by Section 10(a)(ii) of which Sellers or the Company had no
Knowledge prior to or at Closing shall not be considered a failure to satisfy
the conditions specified in Section 10(a), and (iii) if Purchaser had Knowledge
of any such incorrect representation or warranty prior to Closing, such
incorrectness shall not be considered a failure by Sellers or the Company to
satisfy the conditions specified in Section 10(a)), or (c)&nbsp;all of the
conditions specified in Sections&nbsp;9.1 and 9.2 have been satisfied in all
material respects but a Proceeding prevents the parties from completing the
Contemplated Transactions. If Sellers retain the Deposit under this Section, the
parties agree that since any damages to Sellers under this Agreement may be
difficult to ascertain, the Deposit shall constitute liquidated damages as
Sellers' sole and exclusive remedy in law or equity for any Breach or
termination of this Agreement by Purchaser at any time or for any failure to
close during the Postponement Period;</p>
<p ALIGN="JUSTIFY">(iv) if Sellers or the Company have received a Superior Offer
and if any temporary restraining order, preliminary or permanent injunction or
other order has been issued by any United States federal or state court of
competent jurisdiction or other material legal restraint or prohibition has been
issued or promulgated by a United States federal or state governmental entity,
court or agency in a Proceeding which was initiated by a party other than the
Company or Sellers (not including Non-Selling Shareholders, defined below)
having the effect of compelling the Sellers to consider a Superior Offer and to
sell the Shares to the originator of the Superior Offer, then the Deposit shall
be returned to Purchaser within three days from the date of issuance of any such
injunction or order; and</p>
<p ALIGN="JUSTIFY">(v) if the Company withdraws its recommendation of the Offer
and/or recommends a Superior Offer, then the Deposit shall be returned to the
Purchaser, provided that in order to obtain return of the Deposit under this
subsection (v), Purchaser must terminate this Agreement within ten days of
receipt of written notice of such withdrawal or recommendation and in such event
Sellers shall return the Deposit within 3 business days of receipt of such
notice.</p>
<p ALIGN="JUSTIFY">Notwithstanding the foregoing, if an action, suit, proceeding
or demand described in Section 12(a) herein has been brought before the date
Closing occurs or the date this Agreement terminates, the Deposit shall remain
with the Deposit Agent until such proceeding has been resolved, in order that
the Deposit may be used to secure Purchaser's obligations under Section 12(a).</p>
<b></b>
<p ALIGN="JUSTIFY">(b) At any time prior to a Postponement, Purchaser may notify
Sellers of its intention not to proceed to the Closing of this Agreement. In
such event, the Deposit Agent shall promptly return the Deposit to Purchaser and
this Agreement shall be terminated pursuant to the terms of Section&nbsp;11
herein.</p>
<p ALIGN="JUSTIFY">
<b>
Section 4. REPRESENTATIONS AND WARRANTIES OF SELLERS; REPRESENTATIONS
        AND WARRANTIES OF COMPANY</b></p>
<p ALIGN="JUSTIFY">Each Seller represents and warrants, separately and not
jointly, to Purchaser the representations and warranties as set forth in Section
4.1. The Company represents and warrants to Purchaser all other representations
and warranties as set forth in Sections 4.2 through 4.19.</p>
4.1 <u>Organization and Authority of Sellers; Title to Shares</u>.
<p ALIGN="JUSTIFY">(a) Such Seller (i) is, if not an individual, an entity duly
organized, validly existing and in good standing under the laws of the state of
incorporation or organization pursuant to which each is organized, and (ii) has
full power and authority to own or lease and to operate and use its properties
and to carry on its business as now conducted.</p>
<p ALIGN="JUSTIFY">(b) (i) Such Seller has full power and authority to execute,
deliver and perform this Agreement and all of the ancillary agreements to which
such Seller is a party; (ii) the execution, delivery and performance of this
Agreement and the ancillary agreements to which such Seller is a party have been
duly authorized and approved by such Seller's board of directors, managers,
general partners or other governing authority, as applicable pursuant to such
Seller's Organizational Documents, and do not require any further authorization
or Consent of such Seller; and (iii) this Agreement and each of the ancillary
agreements to which such Seller is a party have been duly authorized, executed
and delivered by such Seller and each is the legal, valid and binding obligation
of such Seller enforceable in accordance with its terms, except as may be
limited by applicable bankruptcy, insolvency, reorganization, arrangement,
moratorium or other similar laws affecting creditors' rights, and subject to
general equity principles and to limitations on availability of equitable
relief, including specific performance.</p>
<p ALIGN="JUSTIFY">(c)<b> </b>Neither the execution and delivery of this
Agreement nor the consummation or performance of any of the Contemplated
Transactions will, directly or indirectly (with or without<font FACE="Courier New" SIZE="2">
</font>notice or lapse of time) conflict with, result in a Breach of the terms,
conditions or provisions of, or constitute a default, an event of default or an
event creating rights of acceleration, termination or cancellation or a loss of
rights under, or result in the creation or imposition of any Encumbrance upon
any of the Shares under (i) the Organizational Documents of such Seller, (ii)
any material note, instrument, agreement, mortgage, lease, license, franchise,
permit or other authorization, right, restriction or obligation to which such
Seller is subject or by which such Seller is bound, or (iii) to the Knowledge of
such Seller, any Order issued on or before this date to which such Seller is a
party or any of the respective assets or properties of such Seller is subject or
by which such Seller is bound.</p>
<p ALIGN="JUSTIFY">(d) Except as set forth in <u>Section 4.1 of the Disclosure
Schedule</u>, no Seller is or will be required to give any notice to or obtain
any Consent from any Person in connection with the execution and delivery of
this Agreement or the consummation or performance of any of the Contemplated
Transactions.</p>
<p ALIGN="JUSTIFY">(e) Of the issued and outstanding common stock of the
Company, 1,805,007.55 shares<b> </b>are held of record by Sellers and are being
sold pursuant to this Agreement and 917,778.45<b> </b>shares<b> </b>are held of
record by Loeb Investors Co. XL (&quot;<b>Loeb</b>&quot;) for the benefit of
third parties (the &quot;<b>Non-Selling Parties</b>&quot;) and are not being
sold pursuant to this Agreement.</p>
<p ALIGN="JUSTIFY">(f) Sellers are and will be at the Closing Date the record
and beneficial owners and holders of the Shares, free and clear of all
Encumbrances, which Shares are fully paid and non-assessable. On the Closing
Date, Sellers will convey to Purchasers good and marketable title to the Shares
free and clear of any Encumbrance. No Person has a right or option to purchase,
acquire or encumber the Shares.</p>
<p ALIGN="JUSTIFY">4.2 <u>Organization and Capitalization of the Company;
Authority to Enter Into Agreement</u>.</p>
<p ALIGN="JUSTIFY">(a) The Company is duly organized, validly existing and in
good standing as a corporation under the laws of the State of Delaware with full
corporate power and authority to conduct its business as it is now being
conducted, to own or use the properties and assets that it purports to own or
use, and to perform all its obligations under the Applicable Contracts. The
Company is duly qualified to do business as a foreign corporation and is in good
standing in the State of Utah. The Company has delivered to Purchaser true,
accurate and complete copies of the Organizational Documents of the Company, as
currently in effect. Set forth in <u>Section&nbsp;4.2 of the Disclosure Schedule</u>
is a list of the authorized equity securities of the Company, the par value per
share, the number of shares issued and outstanding and the number of options to
acquire shares of said common stock issued and outstanding. Other than as listed
in <u>Section&nbsp;4.2 of the Disclosure Schedule</u> or stock options granted
in the ordinary course under the Company's existing stock option plans, there
are no outstanding or authorized equity securities, rights or other Contracts or
commitments that could require the Company to issue equity securities.</p>
<font FACE="Courier New">
<p ALIGN="JUSTIFY"></font>(b) Except as set forth in <u>Section 4.2 of the
Disclosure Schedule</u>, neither the execution and delivery of this Agreement
nor the consummation or performance of any of the Contemplated Transactions by
the Company will:</p>
<p ALIGN="JUSTIFY">(i) directly or indirectly, (with or without notice or lapse
of time) conflict with, result in a Breach of the terms, conditions or
provisions of, constitute a default, an event of default or an event creating
rights of acceleration, termination or cancellation or loss of rights under, or
result in the creation or imposition of any Encumbrance upon (1) the
Organizational Documents of the Company, (2) any material vote, instrument,
agreement, mortgage, lease, license, Contract, franchise, permit or other
authorization, right, restriction or obligation to which the Company is subject
or by which the Company is bound or (3) to the Knowledge of the Company, any
Order issued on or before this date;</p>
<font FACE="Courier New"></font>
<p ALIGN="JUSTIFY">(ii) to the Knowledge of the Company, contravene, conflict
with, or result in a violation of, or give any Governmental Body or other Person
the right to challenge any of the Contemplated Transactions or to exercise any
remedy or obtain any relief under, any Legal Requirement or any Order to which
any of the Company and each of its Subsidiaries is subject;</p>
<p ALIGN="JUSTIFY">(iii) to the Knowledge of the Company, contravene, conflict
with, or result in a violation of any of the terms or requirements of, or give
any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate,
or modify, any Governmental Authorization that is held by the Company and that
applies to the maintenance of mines owned by the Company and its real estate
development entitlements;</p>
<p ALIGN="JUSTIFY">(iv) to the Knowledge of the Company, contravene, conflict
with, or result in a violation or Breach of any material provision of, or give
any Person the right to declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel, terminate, or modify,
any Applicable Contract;</p>
<p ALIGN="JUSTIFY">(v) contravene, conflict with, or result in a violation of
any resolution adopted by the Board of Directors or the stockholders of the
Company; and</p>
<p ALIGN="JUSTIFY">(vi) to the Knowledge of the Company, result in the
imposition or creation of any Encumbrance upon or with respect to any of the
assets owned or used by the Company.</p>
<p ALIGN="JUSTIFY">(c) <u>Section 4.2 of the Disclosure Schedule</u> contains a
complete and accurate list for the Company, of the jurisdictions in which it is
authorized to do business, and its capitalization (including to the Knowledge of
the Company the identity of each stockholder holding 5% or more of any class of
capital stock of the Company and the number of shares held by each). As of the
date hereof, there are 3,249,411 shares of the Company's common stock
outstanding (of which 1,294 shares are held as treasury shares). All of the
outstanding equity securities of the Company have been duly authorized and
validly issued and are fully paid and non-assessable. There are no Contracts
relating to the issuance, sale, or transfer of any equity securities or other
securities of the Company other than (i) 100,833 outstanding options to acquire
the Company's common stock or (ii) options that may be granted under the
Company's existing stock option plan as set forth in <u>Section 4.2 of the
Disclosure Schedule</u>.<b> </b>None of the outstanding equity securities or
other securities of the Company was issued in violation of the Securities Act or
any other Legal Requirement. The Company does not own, or has any Contract to
acquire, any equity securities or other securities of any Person or any direct
or indirect equity or ownership interest in any other business, except as set
forth on Section 4.2 of the Disclosure Schedule</p>
<p ALIGN="JUSTIFY">(d) (i) The Company has full power and authority to execute,
deliver and perform this Agreement and all the ancillary agreements to which it
is a party; (ii)&nbsp;the execution, delivery and performance of this Agreement
and the ancillary agreements to which the Company is a party have been duly
authorized and approved by the Company's Board of Directors, and do not require
any further authorization or Consent of the Company; and (iii)&nbsp;this
Agreement and each of the ancillary agreements to which the Company is a party
have been duly authorized, executed and delivered by the Company and each is the
legal, valid and binding obligation of the Company enforceable in accordance
with its terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, arrangement, moratorium or other similar laws affecting
creditor's rights, and subject to general equity principles and to limitations
on availability of equity relief, including specific performance.</p>
<p ALIGN="JUSTIFY">4.3 <u>Financial Statements</u>. As of the date of execution
hereof, Sellers and the Company have provided Purchaser, or made available to
Purchaser as part of the Company SEC Documents (as defined below), the Company's
most recent audited financial statements and all interim financial statements
since December&nbsp;31, 2000 that have been prepared by the Company. The
financial statements (including any related notes) contained in reports,
schedules, forms, statements and other documents required to be filed by the
Company with the SEC pursuant to the reporting requirements of the Exchange Act
since January 1, 1998 through the date hereof (the &quot;<b>Company SEC
Documents</b>&quot;): (i)&nbsp;were prepared in accordance with GAAP applied on
a consistent basis throughout the periods covered (except as may be indicated in
the notes to such financial statements or, in the case of unaudited statements,
as permitted by Form 10-Q of the SEC, and except that unaudited financial
statements may not contain footnotes and are subject to normal and recurring
year-end adjustments); and (ii)&nbsp;fairly present, in all material respects,
the financial position of the Company as of the respective dates thereof and the
results of operations of the Company for the periods covered thereby.</p>
<p ALIGN="JUSTIFY">4.4 <u>Books and Records</u>. All of the books of account,
minute books, stock record books and other records of the Company for the
preceding five years are in possession of the Company and have been made
available to Purchaser.</p>
<p ALIGN="JUSTIFY">4.5 <u>Title to Properties; Encumbrances</u>. The Company has
delivered or made available to Purchaser copies of all title reports of the
Company completed since January 1, 1999. To the Knowledge of the Company, there
are no other title reports of the Company and no conflicting title reports for
such period. To the Knowledge of the Company, there have been no notices of
violations against any of the Company's properties. To the Knowledge the
Company, none of the Company's property or assets is subject to an Order to be
sold or is being condemned, expropriated or otherwise taken by any Governmental
Body with or without compensation; nor, to the Knowledge of the Company, has any
condemnation, expropriation or taking been proposed; nor, except as set forth in
<u>Section&nbsp;4.5 of the Disclosure Schedule</u> has the Company received (i)&nbsp;any
written notice of violation of any applicable zoning regulation, ordinance or
other law, order, regulation or requirements relating to its properties or
(ii)&nbsp;written notice of any material change of zoning which specifically
affect the Company's properties or the Company's use thereof.</p>
<p ALIGN="JUSTIFY">4.6 <u>No Undisclosed Liabilities</u>. As of the date hereof,
the Company has no liabilities of the type required to be disclosed in financial
statements prepared in accordance with GAAP, except for: (i)&nbsp;liabilities
disclosed in the financial statements (including any related notes) contained in
the Company SEC Documents and (ii)&nbsp;liabilities incurred in the ordinary
course of the real estate development business.</p>
<p ALIGN="JUSTIFY">4.7 <u>Taxes</u>.</p>
<p ALIGN="JUSTIFY">(a) The Company has filed or caused to be filed on a timely
basis all Tax Returns that are or were required to be filed by or with respect
to the Company for the five fiscal years prior to the date hereof. The Company
has delivered or made available to Purchaser copies of all such Tax Returns
relating to income or franchise taxes filed since, and including, 1998. <u>Section
4.7 of the Disclosure Schedule</u> contains a complete and accurate list of all
such Tax Returns relating to income or franchise taxes filed since, and
including, 1998. The Company has paid, or made provision for the payment of, all
Taxes that have or may have become due pursuant to those Tax Returns or
otherwise, or pursuant to any assessment received by the Company, except such
taxes, if any, as are listed in <u>Section 4.7 of the Disclosure Schedule</u>
and are being contested in good faith and as to which adequate reserves
(determined in accordance with GAAP) have been provided in the balance sheet and
the interim balance sheet.</p>
<p ALIGN="JUSTIFY">(b) <u>Section 4.7 of the Disclosure Schedule</u> contains a
complete and accurate list of all audits of all such Tax Returns, including a
reasonable detailed description of the nature and outcome of each audit. All
deficiencies proposed as a result of such audits have been paid, reserved
against, settled, or, as described in <u>Section 4.7 of the Disclosure Schedule</u>,
are being contested in good faith by appropriate proceedings. Except as
disclosed in <u>Section&nbsp;4.7 of the Disclosure Schedule</u>, the Company has
received no notice of a proposed assessment or audit.</p>
<p ALIGN="JUSTIFY">(c) All Taxes that the Company is or was required by Legal
Requirements to withhold or collect have been duly withheld or collected and, to
the extent required, have been paid to the proper Governmental Body or other
Person.</p>
<p ALIGN="JUSTIFY">(d) Except as disclosed in <u>Section&nbsp;4.7 of the
Disclosure Schedule</u>, the Company has not entered into any agreements with
the IRS within the five years preceding the date hereof.</p>
<p ALIGN="JUSTIFY">4.8 <u>Employee Benefit Plans</u>. (a) <u>Section 4.8 of the
Disclosure Schedule</u> lists (i) all material employee benefit plans (as
defined in Section 3(3) of ERISA) and (ii) any material Contracts, arrangements
or understandings between the Company and any employee of the Company,
including, without limitation, any Contracts, arrangements or understandings
relating to or impacted by a sale of the Company (collectively, the &quot;<b>Plans</b>&quot;).
The Company has made available to Purchaser a true and correct copy of (i)&nbsp;all
such Plans, (ii) the most recent annual report (Form 5500) filed with the IRS,
if any, (iii) the most recent summary plan description for each Plan for which a
summary plan description is required by any applicable Legal Requirement, if
any, (iv) the most recent actuarial report or valuation, if any, relating to a
Plan and (v) the most recent determination letter, if any, issued by the IRS
with respect to any Plan that is intended to qualify under Section 401(a) of the
IRC.</p>
<p ALIGN="JUSTIFY">(b) No action, claim or proceeding is pending or, to the
Knowledge of the Company, Threatened with respect to any Plan (other than claims
for benefits in the ordinary course) that could reasonably be expected to have
an effect that is materially adverse to the business assets, liabilities,
financial condition or results of operation of the Company and, to the Knowledge
of the Company, no fact or event exists that could reasonably be expected to
give rise to any such action, claim or proceeding. To the Knowledge of the
Company, except as set forth in <u>Section&nbsp;4.8 of the Disclosure Schedule</u>,
the Company has made all filings with all Governmental Bodies with respect to
all such Plans required to be made since January&nbsp;1, 1999.</p>
<p ALIGN="JUSTIFY">4.9 <u>Compliance with Legal Requirements; Governmental
Authorizations</u>.</p>
<p ALIGN="JUSTIFY">(a) Set forth in <u>Section 4.9 of the Disclosure Schedule</u>
is a list of all material notices received during the five years previous to the
date hereof from any Governmental Body or any other Person regarding (i) any
actual or alleged violation of, or failure to comply with, any Legal
Requirement, or Primary Governmental Authorization (as defined below), or (ii)
any actual or alleged obligation on the part of the Company to undertake, or to
bear all or any portion of the cost of, any remedial action of any nature or
which would limit the manner in which the Company engages in business.</p>
<p ALIGN="JUSTIFY">(b) <u>Section 4.9 of the Disclosure Schedule</u> contains a
complete and accurate list of each Governmental Authorization that, to the
Knowledge of the Company, is held by the Company and relates to the maintenance
of the mines owned by the Company or its real estate development entitlements or
other operations currently conducted by the Company<b> </b>(the &quot;<b>Primary
Governmental Authorizations</b>&quot;). To the Knowledge of the Company, each
Primary Governmental Authorization listed or required to be listed in <u>Section
4.9 of the Disclosure Schedule</u> is valid and in full force and effect. Except
as set forth in <u>Section 4.9 of the Disclosure Schedule</u>, the Company has
not received any written notice of a violation of or a failure to comply with
any material term or requirement of any Primary Governmental Authorization, or
any impending termination or cancellation of a Primary Governmental
Authorization, listed or required to be listed in <u>Section 4.9 of the
Disclosure Schedule</u>.</p>
<p ALIGN="JUSTIFY">4.10<b> </b><u>Legal Proceedings; Orders</u>.</p>
<p ALIGN="JUSTIFY">(a) Except as set forth in <u>Section 4.10 of the Disclosure
Schedule</u>, there is no pending Proceeding:</p>
<blockquote>
  <blockquote>
    <p ALIGN="JUSTIFY">(i) that has been commenced by or against the Company; or</p>
    <p ALIGN="JUSTIFY">(ii) that challenges, or that may have the effect of
    preventing, delaying or making illegal any of the Contemplated Transactions.</p>
  </blockquote>
</blockquote>
<p ALIGN="JUSTIFY">(b) To the Knowledge of the Company, no such Proceeding has
been Threatened in writing. Sellers have delivered, or will make available, to
Purchaser copies of all pleadings, correspondence, and other documents relating
to each Proceeding listed in <u>Section 4.10 of the Disclosure Schedule</u>.</p>
<p ALIGN="JUSTIFY">(c) Except as set forth in <u>Section 4.10 of the Disclosure
Schedule</u>, there is no Order to which the Company, or any of the assets owned
or used by the Company, is subject which was issued within the three years
preceding the date of this Agreement.</p>
<p ALIGN="JUSTIFY">4.11 <u>Absence of Certain Changes and Events</u>. Except as
set forth in <u>Section 4.11 of the Disclosure Schedule</u>, since September 30,
2001, there has not been any:</p>
<p ALIGN="JUSTIFY">(a) change in the Company's authorized or issued capital
stock; grant of any stock option or right to purchase shares of capital stock of
the Company; issuance of any security convertible into such capital stock; grant
of any registration rights; purchase, redemption, retirement, or other
acquisition by the Company of any shares of any such capital stock; or
declaration or payment of any dividend or other distribution or payment in
respect of shares of capital stock, other than the exercise of options granted
under the Company's stock option plan;</p>
<p ALIGN="JUSTIFY">(b) amendment to the Organizational Documents of the Company;</p>
<p ALIGN="JUSTIFY">(c) damage to or destruction or loss of any asset or property
of the Company, whether or not covered by insurance, materially and adversely
affecting the properties, assets, business or financial condition of the
Company, taken as a whole;</p>
<p ALIGN="JUSTIFY">(d) other than a transaction in the ordinary course of the
Company's real estate development business, any sale, lease, or other
disposition of any asset or property of the Company or mortgage, pledge, or
imposition of any lien or other Encumbrance on any material asset or property of
the Company;</p>
<p ALIGN="JUSTIFY">(e) material change in the accounting methods used by the
Company;</p>
<p ALIGN="JUSTIFY">(f) a loan by the Company to any Person, incurring by the
Company of any indebtedness, guaranteeing by the Company of any indebtedness,
issuance or sale of any debt securities of the Company or guaranteeing of any
debt securities of others, except for advances in the ordinary course of the
Company's real estate development business consistent with past practices;</p>
<p ALIGN="JUSTIFY">(g) payment, grant or increase by the Company of any bonuses,
salaries, or other compensation to any stockholder, director, officer, or,
except in the ordinary course of the Company's real estate development business,
employee or entry into any employment severance, &quot;phantom&quot; stock
rights, stock appreciation rights or similar Contract with any director,
officer, or employee; or</p>
<p ALIGN="JUSTIFY">(h) adoption of, or increase in the payments to or benefits
under, any profit sharing bonus, deferred compensation, savings, insurance,
pension, retirement, or other employee benefit plan for or with any employees of
the Company.</p>
<p ALIGN="JUSTIFY">4.12 <u>Contracts; No Defaults</u>.</p>
<p ALIGN="JUSTIFY">(a) <u>Section 4.12(a) of the Disclosure Schedule</u>
contains a complete and accurate list, and the Company shall make available or
deliver to Purchaser, true and complete copies of:</p>
<blockquote>
  <blockquote>
    <p ALIGN="JUSTIFY">(i) each Applicable Contract that involves performance of
    services or delivery of goods or materials by or to the Company of an amount
    or value in excess of $100,000, excluding all Applicable Contracts for the
    sale of the Company's lots (provided that the Company has delivered or made
    available or will make available to Purchaser all Applicable Contracts for
    the sale of any of the Company's lots);</p>
    <p ALIGN="JUSTIFY">(ii) each Applicable Contract that was not entered into
    in the ordinary course of the real estate development business and that
    involves expenditures or receipts of the Company in excess of $100,000, or
    provides for an undertaking by the Company to be responsible for
    consequential damages;</p>
    <p ALIGN="JUSTIFY">(iii) each Applicable Contract affecting the ownership
    of, leasing of, title to, use of, or any leasehold or other interest in, any
    real or personal property (except those contracts disclosed in the title
    report produced pursuant to Section&nbsp;4.5 and personal property leases
    and installment and conditional sales agreements having a value per item or
    aggregate payments of less than $100,000), including unrecorded boundary
    agreement or unrecorded leases, affecting the rights with other property
    owners to sell, lease, acquire or exchange any real or personal property;</p>
    <p ALIGN="JUSTIFY">(iv) each Applicable Contract with respect to material
    patents, trademarks and copyrights owned or licensed by the Company;</p>
    <p ALIGN="JUSTIFY">(v) each Applicable Contract to or with any labor union
    or other employee representative of a group of existing employees;</p>
    <p ALIGN="JUSTIFY">(vi) each Applicable Contract (however named) involving a
    sharing of profits, losses, costs or liabilities by the Company with any
    other Person;</p>
    <p ALIGN="JUSTIFY">(vii) each agreement or plan, including, without
    limitation, any stock option plan, stock appreciation rights plan or stock
    purchase plan, any of the benefits of which will be increased, or the
    vesting of benefits of which will be accelerated, by the occurrence of the
    Contemplated Transactions or by this Agreement or the value of any of the
    benefits of which will be calculated on the basis of any of the Contemplated
    Transactions;</p>
    <p ALIGN="JUSTIFY">(viii) each fidelity or surety bond or completion bond
    relating to the Company;</p>
    <p ALIGN="JUSTIFY">(ix) each mortgage, indenture, guarantee, bond, loan or
    credit agreement, security agreement or other agreement or instrument
    relating to the borrowing of money or extension of credit relating to the
    Company;</p>
    <p ALIGN="JUSTIFY">(x) each employment or consulting agreement, Contract or
    commitment with an employee or individual consultant or salesperson, or
    consulting or sales agreement, Contract, or commitment with a firm or other
    organization; and</p>
    <p ALIGN="JUSTIFY">(xi) each amendment, supplement, and modification
    (whether oral or written) with respect to any of the foregoing.</p>
  </blockquote>
</blockquote>
<p ALIGN="JUSTIFY">(b) To the Knowledge of the Company, except as set forth in <u>Section
4.12(c) of the Disclosure Schedule</u>, each Contract identified or required to
be identified in <u>Section 4.12(a) of the Disclosure Schedule</u> is in full
force and effect and is valid and enforceable in accordance with its terms.</p>
<p ALIGN="JUSTIFY">(c) To the Knowledge of the Company, except as set forth in <u>Section
4.12(c) of the Disclosure Schedule</u>, there are no outstanding rights to
renegotiate any material amounts paid or payable to or by the Company under
current or completed Contracts with any Person and, to the Knowledge of the
Company, no such Person has made written demand for such renegotiations.</p>
<p ALIGN="JUSTIFY">4.13 <u>Insurance</u>.</p>
<p ALIGN="JUSTIFY">(a) Sellers have delivered or made available to Purchaser,
and <u>Section 4.13(a) of the Disclosure Schedule</u> sets forth a list of:</p>
<p ALIGN="JUSTIFY">(i) true and complete copies of all policies of insurance to
which the Company is a party or under which the Company, or any officer or
director of the Company as such, is or has been covered within the three years
preceding the date of this Agreement;</p>
<p ALIGN="JUSTIFY">(ii) true and complete copies of all pending applications for
policies of insurance;</p>
<p ALIGN="JUSTIFY">(iii) any statement by the auditor of the Company's financial
statements with regard to the adequacy of coverage or of the reserves for
claims; and</p>
<p ALIGN="JUSTIFY">(iv) any loss experience report prepared internally by the
Company or submitted to any other entity by the Company in the last two years.</p>
<p ALIGN="JUSTIFY">(b) <u>Section 4.13(b) of the Disclosure Schedule</u>
describes:</p>
<p ALIGN="JUSTIFY">(i) any self-insurance arrangement by or affecting the
Company, including any reserves established thereunder; and</p>
<p ALIGN="JUSTIFY">(ii) any Contract or arrangement, other than a policy of
insurance, for the transfer or sharing of any risk by the Company.</p>
<p ALIGN="JUSTIFY">(c) Except as disclosed in Section 4.13(c) of the Disclosure
Schedule, no policy of insurance relating to the Company has been cancelled
within the last two years.</p>
<p ALIGN="JUSTIFY">4.14 <u>Environmental Matters</u>. The Company will provide
Purchaser with access to all environmental reports commissioned by the Company
and all files relating thereto and all written notices received from any
Governmental Body pertaining to environmental matters.</p>
<p ALIGN="JUSTIFY">4.15 <u>Employees</u>. <u>Section 4.15 of the Disclosure
Schedule</u> contains a complete and accurate list of the following information
for each employee that has an annual compensation (direct plus indirect) in
excess of $25,000, officer or director of the Company, including each employee
on leave of absence or layoff status: employer; name; job title; current
compensation paid or payable; and service credited for purposes of vesting and
eligibility to participate under the Company's employee benefit plan, including
any profit sharing or any Company stock option plan. The Company will provide
Purchaser with a schedule of adjustments over the last five years to Hank
Rothwell's bonus plan. Except as disclosed in <u>Section&nbsp;4.15 of the
Disclosure Schedule</u>, neither of the Company's chief executive officer nor
chief financial officer is bound by a non-competition or similar contract or
agreement with an entity other than the Company which affects such employee's
abilities to perform its obligations under this Agreement. The Company will
provide Purchaser with all employment contracts which fall within the ambit of
this Section&nbsp;4.15. The Company will also provide Purchaser with any
collective bargaining agreement that affects the Company.</p>
<p ALIGN="JUSTIFY">4.16<b> </b><u>Certain Payments</u>. To the Knowledge of the
Company, none of the Company, or any director, officer or employee of the
Company has (i) made any contribution, gift, bribe, rebate, payoff, influence
payment, kickback, or other payment to any Person, private or public, regardless
of form, whether in money, property, or services (1) to obtain favorable
treatment in securing business, (2) to pay for favorable treatment for business
secured, (3) to obtain special concessions or for special concessions already
obtained, for or in respect of any of the Company or any Affiliate of any of the
Company, or (4) in violation of any Legal Requirement, (ii) established or
maintained any fund or asset that has not been recorded in the books and records
of the Company.</p>
<p ALIGN="JUSTIFY">4.17<b> </b><u>Brokers or Finders</u>. Except for Dresdner
Klienwort Wasserstein, Inc. (&quot;<b>Dresdner</b>&quot;), a copy of whose
engagement agreement has been provided to Purchaser, there is no investment
banker, broker, finder or other intermediary that has been engaged or authorized
to act on behalf of the Company, and in connection with any of the Contemplated
Transactions. Except for the Dresdner Fee (as defined below), Sellers and the
Company have not incurred or agreed to pay, or taken any other action that would
entitle any Person to receive, any brokerage fee, finder's fee or other similar
fee or commission with respect to any of the Contemplated Transactions.</p>
<p ALIGN="JUSTIFY">4.18 <u>Intellectual Property</u>. To the Knowledge of the
Company, the Company has rights to use, whether through ownership, licensing or
otherwise, all trademarks, service marks and trade names that are material to
the conduct of the business of the Company (collectively the &quot;<b>Intellectual
Property Rights</b>&quot;). Except as disclosed in <u>Section&nbsp;4.18 of the
Disclosure Schedule</u>, to the Knowledge of the Company, there are no
infringements by any other party of any of the Intellectual Property Rights.
Except as set forth in <u>Section&nbsp;4.18 of the Disclosure Schedule</u>, to
the Knowledge of the Company, there are no currently pending lawsuits or written
threats thereof against the Company alleging infringement of any intellectual
property right of another Person.</p>
<p ALIGN="JUSTIFY">4.19 <u>SEC Compliance</u>. Except as disclosed in <u>Section
4.19 of the Disclosure Schedule</u>, the Company has not received from the SEC
during the five year period preceding the date hereof, any notice of any failure
to comply or deficiency in compliance with any report, schedule, form statement
or other documents required to be filed by it with the SEC pursuant to the
reporting requirements of the Exchange Act.</p>
<p ALIGN="JUSTIFY"><b>Section 5. REPRESENTATIONS AND WARRANTIES OF PURCHASER</p>
</b>
<p ALIGN="JUSTIFY">Purchaser represents and warrants the following:</p>
5.1 <u>Good Standing and Corporate Power</u>. Purchaser is validly existing and
in good standing as a limited liability company under the laws of the State of
Utah, and has all necessary corporate power to perform its obligations under
this Agreement. Purchaser's financial resources are sufficient to enable it to
purchase the Shares.
<p>5.2 <u>Authorization</u>. Purchaser (i) has full power and authority to
execute, deliver and perform this Agreement and all ancillary agreements to
which Purchaser is a party; (ii) where applicable, the execution, delivery and
performance of this Agreement and the ancillary agreements to which Purchaser is
a party have been duly authorized and approved by such Purchaser's managers, and
do not require any further authorization or Consent of Purchaser or its members;
and (iii) this Agreement and each of the ancillary agreements to which Purchaser
is a party have been duly authorized, executed and delivered by Purchaser and
are the legal, valid and binding obligations of Purchaser enforceable in
accordance with their terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, arrangement, moratorium or other similar laws
affecting creditors' rights, and subject to general equity principles and to
limitations on availability of equitable relief, including specific performance.
<p>5.3 <u>No Conflicts</u>.<b> </b>Neither the execution and delivery of this
Agreement or any of the ancillary agreements or the consummation of the sale of
the Shares contemplated hereby or thereby nor compliance with or fulfillment of
the terms, conditions and provisions hereof or thereof will:</p>
<ol>
  <ol>
    <p ALIGN="JUSTIFY">(a)<b> </b>conflict with, result in a Breach of the
    terms, conditions or provisions of, or constitute a default, an event of
    default or an event creating rights of acceleration, termination or
    cancellation or a loss of rights under (i) the Organizational Documents of
    Purchaser, (ii) any material note, instrument, agreement, mortgage, lease,
    license, franchise, permit or other authorization, right, restriction or
    obligation to which Purchaser is subject or by which Purchaser is bound, or
    (iii) any material court order to which Purchaser is bound; or</p>
    <p ALIGN="JUSTIFY">(b) require the approval, Consent, authorization or act
    of, or the making by Purchaser of any declaration, filing, or registration
    with, any Person.</p>
  </ol>
</ol>
<p>5.4 <u>Brokers</u>. Purchaser has not retained any broker or finder in
connection with any of the Contemplated Transactions, and, except as provided in
Section 13.11 of this Agreement, Purchaser has not incurred or agreed to pay, or
taken any other action that would entitle any Person to receive, any brokerage
fee, finder's fee or other similar fee or commission with respect to any of the
Contemplated Transactions.</p>
5.5 <u>Investment Representations</u>. Purchaser understands that the Shares
have not been registered under the Securities Act. Purchaser also understands
that the Shares are being offered and sold pursuant to an exemption from
registration contained in the Securities Act based in part upon Purchaser's
representations contained in the Agreement. Purchaser hereby represents and
warrants as follows:
<ol>
  <ol>
    <p ALIGN="JUSTIFY">(a) Purchaser has substantial experience in evaluating
    and investing in securities in companies similar to the Company so that it
    is capable of evaluating the merits and risks of its investment in the
    Company and has the capacity to protect its own interests. Purchaser must
    bear the economic risk of this investment indefinitely unless the Shares are
    registered pursuant to the Securities Act, or an exemption from registration
    is available.</p>
    <p ALIGN="JUSTIFY">(b) Purchase is acquiring the Shares for Purchaser's own
    account for investment only, and not with a view towards their distribution.</p>
    <p ALIGN="JUSTIFY">(c) Purchaser represents that by reason of its, or of its
    management's, business or financial experience, Purchaser has the capacity
    to protect its own interests in connection with the Contemplated
    Transactions. Further, Purchaser is aware of no publication of any
    advertisement in connection with the Contemplated Transactions.</p>
    <p ALIGN="JUSTIFY">(d) Purchaser represents that it is an accredited
    investor within the meaning of Regulation D under the Securities Act.</p>
    <p ALIGN="JUSTIFY">(e) Purchaser is a limited liability company and the
    office of Purchaser in which its investment decision was made is located at
    the address of Purchaser as set forth in Section 13.4.</p>
  </ol>
</ol>
<p>5.6 <u>No Other Representations and Warranties as to the Company</u>.
Purchaser understands and acknowledges that it is acquiring the Shares and
making an Offer (as defined below) based on its own independent investigation of
the Company and it is acquiring the Shares and corresponding interest in the
Company &quot;as is&quot; with no warranties or representations that survive the
Closing other than as set forth in Section 4.1(f). The parties hereto understand
and acknowledge that the representations and warranties of Purchaser, Sellers
and the Company, as set forth in Sections 4 and 5 of this Agreement, set forth
the complete representations and warranties being made by Purchaser, Sellers and
the Company and supersede all other agreements, understandings, representations
or warranties between Purchaser and Sellers and the Company relating to the
subject matter thereof and delivery of the Shares and that such representations
and warranties shall not survive the Closing except for Seller's representations
and warranties set forth in Section 4.1(f).</p>
<b>
<p>Section 6. COVENANTS</p>
</b>6.1 <u>Confidentiality</u>. Purchaser shall hold in strict confidence, and
shall cause each of its Affiliates to hold in strict confidence, all documents
and non-public information obtained with respect to Sellers and the Company.
Purchaser shall not permit any of such documents or information to be used for
purposes other than Purchaser's examination of the Company or to be disclosed or
conveyed to any other Person, unless (a)&nbsp;such information becomes publicly
available through no fault of such party, (b)&nbsp;the use of such information
is necessary or appropriate in making any filing or obtaining any Consent or
approval required for the consummation of the Contemplated Transactions,
(c)&nbsp;the furnishing or use of such information is required by legal
Proceedings, or (d)&nbsp;such information is provided to Purchaser's
consultants, advisors (legal and other), bankers, or business associates in
connection with the Contemplated Transactions. Purchaser shall otherwise comply
in all respects with the provisions of the Non-Disclosure Agreement dated as of
October 24, 2001 (the &quot;<b>Non-Disclosure Agreement</b>&quot;) among
Purchaser and Dresdner and shall not use any such information in contravention
of the United States securities laws or regulations and or any other applicable
law or regulation.
<p ALIGN="JUSTIFY">6.2 <u>Conduct of Business of the Company</u>.&nbsp; During
the period from the date of this Agreement and continuing until the earlier of
the termination of this Agreement or the Closing Date, the Company agrees to
continue conducting its real estate development business. Subject to the
limitations set forth below, the Company shall have the right to (i) enter into
Contracts with contractors, engineers, advertising agencies, land planners,
attorneys and other professionals in connection with the development and sale of
real property, (ii) solicit and enter into Contracts in connection with the sale
and purchase of real property and water rights, (iii) pursue land use approvals
and entitlements and (iv) develop its property including, without limitation,
the construction of infrastructure improvements. The Company shall use
commercially reasonable efforts (i) when in the best interest of the Company, to
pay or perform obligations when due, (ii) to preserve intact the Company's
current officers and key employees and (iii) to preserve relationships with the
goal of preserving the ongoing business of the Company and the value and the
assets of the Company. Except as set forth in <u>Section&nbsp;6.2 of the
Disclosure Schedule</u>, the Company shall not, without the prior written
consent of Purchaser, which consent shall not be unreasonably withheld:</p>
<p ALIGN="JUSTIFY">(a) commence any litigation having a value greater than
$10,000,000 or settle any litigation having a value of greater than $5,000,000
without three (3) business days prior notice to Purchaser , provided that
nothing herein shall limit the Company's right to otherwise commence or settle
any litigation;</p>
<p ALIGN="JUSTIFY">(b) declare, set aside, or pay any dividends on or make any
other distributions (whether in cash, stock or property) in respect of any
equity securities of the Company, or split, combine or reclassify any equity
securities of the Company or issue or authorize the issuance of any other
securities in respect of, in lieu of or in substitution for any equity
securities of Company, or repurchase, redeem or otherwise acquire, directly or
indirectly, any equity securities of the Company (or options, warrants or other
rights exercisable therefor);</p>
<p ALIGN="JUSTIFY">(c) issue, grant, deliver or sell or authorize or propose the
issuance, grant, delivery or sale of, or purchase or propose the purchase of,
any shares of capital stock of the Company or any securities convertible into,
or subscriptions, rights, warrants or options to acquire, or other agreements or
commitments of any character obligating it to issue or purchase, any such shares
or other convertible securities other than capital stock issued upon exercise of
options or warrants outstanding as of the date of this Agreement;</p>
<p ALIGN="JUSTIFY">(d) cause or permit any amendments to its Organizational
Documents;</p>
<p ALIGN="JUSTIFY">(e) acquire or agree to acquire by merging or consolidating
with, or by purchasing any assets or equity securities of, or by any other
manner, any business or any corporation, partnership, association or other
business organization or division thereof, or otherwise acquire or agree to
acquire any assets of any Person;</p>
<p ALIGN="JUSTIFY">(f) incur any indebtedness or guarantee any indebtedness or
issue or sell any debt securities or guarantee any debt securities of others (or
amend the terms of such agreements or instruments) in an amount greater than
$10,000,000 in the aggregate (and in all cases, regardless of the amount, the
funds obtained from any such actions shall be only used to finance the Company's
real estate development business);</p>
<p ALIGN="JUSTIFY">(g) grant any loans to others or purchase debt securities of
others which are greater than $50,000 in the aggregate (and in all cases,
regardless of the amount, such loans or purchase of debt securities shall be
made or done only in connection with the operation of the Company's real estate
development business);</p>
<p ALIGN="JUSTIFY">(h) grant any severance or termination pay (in cash or
otherwise) to any employee, including any officer, except payments made pursuant
to standard written agreements outstanding on the date hereof as disclosed in
the Disclosure Schedule;</p>
<p ALIGN="JUSTIFY">(i) except as set forth in subsection (l), enter into any
strategic alliance agreement or arrangement or joint marketing arrangement or
agreement in excess of $10,000,000 in the aggregate, other than brokerage
arrangements for sale of Phase I of Flagstaff, and copies of which will be
provided to Purchaser (and in all cases, regardless of the amount, such
alliances or agreements shall be entered into only in connection with the
operation of the Company's real estate development business);</p>
<p ALIGN="JUSTIFY">(j) take any action to accelerate the vesting schedule of any
of the outstanding Company stock options or Company common stock, except
acceleration made pursuant to standard written agreements outstanding on the
date hereof;</p>
<p ALIGN="JUSTIFY">(k) hire or terminate any management-level employees, or
encourage any such employees to resign from the Company;</p>
<p ALIGN="JUSTIFY">(l) buy and sell lots, units, or portions of real property in
a single transaction greater than $10,000,000 in value which is to a single
Person or entity;</p>
<p ALIGN="JUSTIFY">(m) commence construction or enter into a construction
contract, in either case, with payment obligations greater than $10,000,000 in
the aggregate;</p>
<p ALIGN="JUSTIFY">(n) enter into lines of business other than the development
and sale of real property, minerals and water;</p>
<p ALIGN="JUSTIFY">(o) enter into any Contract for services that is for a
duration of greater than one year and not terminable by the Company on no more
than 90 days notice and without cost to the Company;</p>
<p ALIGN="JUSTIFY">(p) enter into any transaction with an Affiliate of the
Company; or</p>
<p ALIGN="JUSTIFY">(q) enter into a contract or agreement to do any of the
foregoing.</p>
<p ALIGN="JUSTIFY">6.3 <u>Access to Information</u>. From the date hereof to the
Closing Date, in each case upon reasonable prior written notice by Purchaser,
the Company shall, and shall cause the officers, directors, employees, auditors
and agents of the Company to afford the officers, employees and agents of
Purchaser reasonable access at reasonable times to the officers, employees,
agents, properties, offices, plants and other facilities, books and records of
the Company, and shall furnish Purchaser with such financial, operating and
other data and information as Purchaser, through its officers, employees or
agents, may reasonably request, in each case in any manner that is not
unreasonably disruptive of the Company's business or operations; <i>provided,
however,</i> that all Persons who are provided with such access or furnished
with such information shall comply with the Company's customary health, safety
and other visitation procedures when visiting any property, office, plant or
other facility.</p>
<p ALIGN="JUSTIFY">6.4 <u>No Solicitation of Transactions</u>.</p>
<p>(a) From the date hereof to termination of the Offer (as defined below),
Sellers and the Company shall not, directly or indirectly, solicit or initiate
the submission of any proposal to (i) acquire the Company or any of the shares
of its shares of outstanding stock, (ii) acquire substantially all of the
Company's assets or (iii) merge, consolidate or engage in a similar corporate
transaction with respect to the Company (each, an &quot;<b>Acquisition Proposal</b>&quot;).
Notwithstanding the preceding sentence, however, subject to the terms and
conditions of this Section 6.4, Sellers, the Company and its Board of Directors
may participate in any discussions or negotiations and may furnish to any other
Person information with respect to the Company regarding any potential
Acquisition Proposal not solicited, directly or indirectly, by the Company, its
Board of Directors, or Sellers after the date hereof. The Company or Sellers, as
applicable, shall provide to Purchaser a copy of all written non-public
information provided to anyone in connection with or related to an actual or
potential Acquisition Proposal (or, a reasonably detailed description of the
information provided, if such information has been previously delivered or made
available to Purchaser) within two business days following the initial delivery
of such non-public information. Sellers or the Company, as applicable, will
notify Purchaser of (1)&nbsp;receipt by any Seller or the Company of any written
Acquisition Proposal and (2)&nbsp;any Acquisition Proposal not in writing which
the Company has presented to its Board of Directors and (3)&nbsp;dissemination
of any written notice to the Company's Board of Directors indicating an intent
to raise or discuss any Acquisition Proposal at any meeting. The Company and
Sellers shall provide to Purchaser such notification orally within two business
days and in writing within three business days of the time of receipt of a
written Acquisition Proposal, or the date of, or notice to, the meeting of the
Board of Directors at which an oral Acquisition Proposal was considered. The
notice shall identify in reasonable detail the terms and conditions of the
Acquisition Proposal including, but not limited to, the identity of the Person
making such Proposal (unless the release of such identity is prohibited by
confidentiality agreements or otherwise) and the date of the meeting of the
Board of Directors at which the Acquisition Proposal was or is to be considered.
The Company and Sellers shall keep Purchaser informed of any material changes to
any Acquisition Proposal. For purposes of this paragraph, the term
&quot;Sellers&quot; shall not include the Non-Selling Parties or a Seller acting
on behalf of, and only at the direction of, a Non-Selling Party. Sellers
represent (which representation shall survive Closing) that they will not bring
or solicit any Proceeding on behalf of the Non-Selling Shareholders that, if
successful, could prevent or delay any of the Contemplated Transactions or which
is encompassed by Section 12 herein unless such Sellers are legally obligated to
take such action as nominees for the beneficial owners of shares (the
Non-Selling Shareholders). Purchaser acknowledges that the Sellers have the
right at any time to transfer title to shares of the Company's common stock to
any one or more of the Non-Selling Shareholders.</p>
<p ALIGN="JUSTIFY">(b) The Board of Directors shall be permitted to withdraw its
approval and recommendation of the Contemplated Transactions, but only if a
Superior Offer is pending at the time the Board of Directors determines to take
such action. The Company shall give Purchaser written notice of any such
withdrawal within two business days of its occurrence</p>
<p ALIGN="JUSTIFY">6.5 <u>Further Action; Best Efforts</u>. The parties hereto
shall cooperate with each other in connection with the making of all filings and
submissions necessary under applicable Legal Requirements or otherwise to
consummate the Contemplated Transactions, including by providing copies of all
such documents to the other party and its advisors prior to filing or submission
and, if requested, by accepting all reasonable additions, deletions or changes
suggested in connection therewith. The parties hereto shall furnish all
information required for any application or other filing to be made pursuant to
the rules and regulations of any applicable Legal Requirement in connection with
the Contemplated Transactions.</p>
<p ALIGN="JUSTIFY">6.6 <u>Public Announcements</u>. Purchaser acknowledges and
understands that Sellers, subject to advice of Sellers' or the Company's
counsel, may publicly announce this Agreement in full and file a copy of this
Agreement with the SEC for public disclosure and make all other required
disclosures regarding this transaction without Purchaser's consent. Purchaser
may make public announcements of this Agreement and the Contemplated
Transactions with the prior approval of the Company, which approval shall not be
unreasonably withheld.</p>
<p ALIGN="JUSTIFY"><b>Section 7. TENDER OFFER</p>
</b>7.1 <u>The Offer</u>.
<ol>
  <ol>
    <p ALIGN="JUSTIFY">(a) On or before the Closing, Purchaser shall commence
    (within the meaning of Rule 14d-2 under the Exchange Act) (or recommence
    pursuant to the terms of Section 7.6 herein, if applicable) an unconditional
    tender offer (the &quot;<b>Offer</b>&quot;) for all of the remaining shares
    of the Company's common stock (the &quot;<b>Remaining</b> <b>Shares</b>&quot;),
    at a price per share in cash (the &quot;<b>Offer Price</b>&quot;) determined
    pursuant to this Agreement; provided, however, the Offer may be conditioned
    upon the Closing of the Contemplated Transactions if the Offer is commenced
    prior to Closing. The Offer shall comply with all applicable rules and
    regulations of the SEC and the New York Stock Exchange. The Offer Price
    shall equal $25 minus the amount (the &quot;<b>Per Share Expense
    Reimbursement</b>&quot;) that equals (i) the total fees and expenses paid by
    Sellers in connection with the Contemplated Transactions, including, without
    limitation, all reasonable legal fees and one-half of the Dresdner Fee (as
    defined below) contemplated by Section 13.11(c), divided by (ii) the total
    number of shares of the Company outstanding on the Closing Date. The
    Purchaser shall purchase any shares validly tendered pursuant to the Offer.</p>
    <p ALIGN="JUSTIFY">(b) If a valid tender offer for the Remaining Shares is
    made by a third party (a &quot;Competing Offer&quot;) while the Offer is
    still open, Purchaser will extend the Offer for an additional twenty-five
    (25) business days commencing at the initiation of the Competing Offer.
    Purchaser's obligation to extend the Offer shall only be in effect for one
    (1) Competing Offer.</p>
    <p ALIGN="JUSTIFY">(c) [Reserved]</p>
    <p ALIGN="JUSTIFY">(d) Purchaser shall be responsible for all of its fees
    and expenses incurred in connection with the Offer, including any filing
    fees to the SEC and all costs associated with such filings, including
    preparation and dissemination of its offering documents. Seller shall be
    responsible for all fees and expenses incurred by it, including Seller's
    legal counsel's review of documentation, in connection with the Offer.</p>
    <p ALIGN="JUSTIFY">(e) This Section 7 shall survive and remain in effect at
    the time of and after the Closing.</p>
  </ol>
</ol>
<p>7.2 <u>Cooperation</u>. Sellers and the Company shall cooperate with
Purchaser and the Company, as appropriate and its agents, officers and legal
counsel in the preparation by Purchaser of the Offer . The Board of Directors of
the Company shall recommend acceptance of the Offer by holders of the Remaining
Shares. If the Board of Directors of the Company (or any committee thereof)
withdraws its recommendation of the Offer and/or recommends a Superior Offer,
then the Company shall immediately notify Purchaser of such withdrawal or
recommendation in writing.</p>
7.3 <u>Payment for Remaining Shares</u>. As promptly as practicable on the
earliest date as of which Purchaser is permitted under applicable law to accept
for payment and pay for the Remaining Shares tendered pursuant to the Offer,
Purchaser shall accept for payment, purchase and pay for all Remaining Shares
tendered pursuant to the Offer (and not validly withdrawn by the holders of such
shares).
<p>
7.4 <u>Limitations on Amending the Offer</u>. Notwithstanding anything to the
contrary contained in this Agreement, Purchaser shall not (without the prior
written consent of Sellers and the Company): (i) withdraw the Offer; (ii) reduce
the number of Remaining Shares subject to the Offer; (iii) reduce the price per
share to be paid pursuant to the Offer; (iv) change the form of consideration
payable in the Offer; or (v) amend, modify or supplement any of the terms of the
Offer in any manner adversely affecting any of the holders of Remaining Shares.
<p>
7.5 <u>Reimbursement of Expenses</u>. Upon the closing of the Offer, Purchaser
shall pay to Sellers an amount in cash equal to (i) the Per Share Expense
Reimbursement, multiplied by (ii) the number of Remaining Shares tendered
pursuant to the Offer (and not validly withdrawn by the holders of such shares).
During the period ending 9 months following the closing of the Offer, Purchaser
shall pay to Sellers an amount in cash equal to (i) the Per Share Expense
Reimbursement, multiplied by (ii) the number of the Company's shares acquired or
obtained in any type of transaction (other than the Offer), including, but not
limited to, open market transactions, privately negotiated transactions or a
merger in which Purchaser or its Affiliates acquire or accede to all or part of
the remaining equity interest in the Company. Such payment shall be made by
Purchaser promptly upon Closing of the Offer with respect to the Remaining
Shares acquired in the Offer and thereafter any remaining payments promptly
after the acquisition or obtainment of any additional Remaining Shares in an
amount that generate payment obligations in increments of $10,000 or more.
<p>
7.6 <u>Penalties for Breach of Offer Provisions</u>. If (i) the Offer is
commenced prior to Closing, (ii) Purchaser withdraws the Offer due to an
intervening Proceeding and (iii) Purchaser subsequently closes its purchase of
the Shares, then Purchaser shall reinstate the Offer pursuant to the terms
hereof as soon as is practicable after the termination of the Proceeding (unless
prevented from doing so as a result of a Proceeding). If Purchaser does not
purchase at the conclusion of the Offer or any reinstated Offer under this
Section 7.6 (as the expiration date of the Offer may be extended pursuant to
Section 7.1(b), if applicable), all shares validly tendered (and not validly
withdrawn by the holders of such shares) in accordance with the terms of the
Offer, unless Purchaser is prevented from doing so as a result of a Proceeding,
then Loeb acting in its discretion on behalf of Sellers within twenty (20) days
from receipt of notice from Purchaser of its failure to purchase such shares
shall have the right, in their sole discretion, to rescind the sale of the
Shares; provided, however, that if the Company accepts or recommends a Superior
Offer, and/or withdraws its recommendation of the Offer, Sellers shall have no
right to rescind the sale of the Shares (unless Purchaser is required by Section
7.1(b) to extend the Offer and does not do so). This rescission right shall be
exercised by delivery to Purchaser of a written notice. A closing of the
rescission (&quot;<b>Rescission Closing</b>&quot;) shall take place upon at
least three days written notice by Loeb acting in its discretion on behalf of
Sellers. At the Rescission Closing, Purchaser shall return to Sellers
certificates, duly endorsed and assigned, evidencing the Shares in exchange for
the Purchase Price. This rescission right is in addition to any right of
specific performance or any other remedy of Sellers or the Company pursuant to
the terms of this Agreement.
<p><b>Section 8. CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE</p>
<p ALIGN="JUSTIFY"></b>The obligation of Purchaser to purchase the Shares and
otherwise consummate the transactions that are to be consummated at the Closing
is subject to the satisfaction, as of the Closing Date, of the following
conditions (any of which may be waived by Purchaser in whole or in part):</p>
8.1 <u>Accuracy of Representations and Warranties</u>. The representations and
warranties of the Company and Sellers set forth in Section 4<b> </b>shall, as
amended from time to time by the Disclosure Schedule and all amendments thereto,
be accurate in all material respects when made and as of the Closing Date. At
any time prior to the Closing Date (as it may be extended as provided in this
Agreement), Sellers and the Company shall promptly amend the Disclosure Schedule
by written notice to the Purchaser and Purchaser's Counsel at the address
listed in Section 13.4 if they obtain Knowledge of any matter that should be
included in the Disclosure Schedule, as required under this Agreement.<u>
<p>8.2 Performance</u>. Sellers and the Company shall have performed, in all
material respects, all obligations required by this Agreement to be performed by
Sellers and the Company on or before the Closing Date.</p>
8.3 <u>Due Diligence</u>.<b> </b>The Purchaser, in its sole discretion, shall be
satisfied with the results of its due diligence investigation of the Company.
<p>8.4 <u>No Proceedings</u>. There shall be no Proceeding pending to enjoin,
restrain, prohibit or obtain substantial damages in respect of, related to, or
arising out of this Agreement or the consummation of the Contemplated
Transactions.
<p>8.5 <u>No Claim Regarding Stock Ownership or Sale Proceeds</u>. There shall
be no pending or Threatened claim by any Person asserting that such Person (a)
is the holder or the beneficial owner of, or has the right to acquire or to
obtain beneficial ownership of, any of the Shares or (b) is entitled to all or
any portion of the Purchase Price payable for the Shares, which, if successful
in either case, would prevent Purchaser from acquiring at Closing, free and
clear, at least fifty-one percent (51%) of the outstanding stock of the Company
as of the Closing Date after assuming that all options or other rights to
acquire common stock of the company have been issued, exercised and converted to
common stock, as applicable.
<p><b>Section 9. CONDITIONS TO OBLIGATION OF SELLER TO CLOSE</p>
</b>
<p ALIGN="JUSTIFY">The obligation of Sellers to cause the Shares to be sold to
Purchaser and otherwise consummate the transactions that are to be consummated
at the Closing is subject to the satisfaction, as of the Closing Date, of the
following conditions (any of which may be waived by Sellers in whole or in part,
provided that the waiver of Section 9.2 with respect to the obligations of
Section 7 may be waived by Sellers upon the consent of the Company):</p>
9.1 <u>Accuracy of Representations and Warranties</u>. The representations and
warranties of Purchaser set forth in Section 5 shall be accurate in all material
respects when made.
<p>9.2 <u>Performance</u>. Purchaser shall have performed, in all material
respects, all obligations required by this Agreement to be performed by
Purchaser on or before the Closing Date, including, without limitation, the
commencement, or reinstatement if applicable, of the Offer as provided in, and
subject to the terms of, Section 7 herein.
<p>9.3 <u>No Proceedings.</u> There shall be no Proceedings pending to enjoin,
restrain, prohibit or obtain substantial damages in respect of, related to, or
arising out of this Agreement or the consummation of the Contemplated
Transactions; provided, however, that this Section 9.3 shall not encompass any
Proceeding described in Section 11.1(e), and in such event, the terms of Section
11.1(e) shall control and this Section 9.3 shall not apply.</p>
<p>9.4. <u>Insurance.</u> The insurance policy described in Section 12(d) shall,
if purchased by the Company, be in effect at Closing; provided, however, that no
act or omission on the Company's part within the reasonable control of the
Company caused the cancellation or nonrenewal of the policy. This Section 9.4
shall not apply if the insurance policy is cancelled or not renewed for
non-payment of premiums.</p>
<p><b>Section 10. CLOSING DELIVERIES</p>
</b>
<p>At the Closing:</p>
<p>(a) Sellers or the Company, as appropriate, will deliver to Purchaser:</p>
<p ALIGN="JUSTIFY">(i) certificates representing the Shares, free and clear of
any Encumbrance, duly endorsed (or accompanied by duly executed stock powers)
for transfer of the Shares to Purchaser with such signatures as may be required
by Purchaser's counsel;</p>
<p>(ii) a certificate executed by each Seller and the Company dated the Closing
Date representing and warranting to Purchaser that each of Sellers'
representations and warranties in this Agreement, as amended from time to time
by the Disclosure Schedule, was accurate in all material respects as of the date
of Closing (the &quot;<b>Sellers Warranty Certificates</b>&quot;);</p>
<p ALIGN="JUSTIFY">(iii) a certificate of the corporate Secretary or other
authorized person of each Seller (as set forth in that Seller's Organizational
Documents), dated the Closing Date certifying as to true and accurate copies of
all corporate action taken by the directors of that Seller, related to or in
connection with this Agreement and the names, true signatures and incumbency of
those persons authorized by the respective Sellers to execute this Agreement and
all related documents (the &quot;<b>Sellers' Secretary Certificates</b>&quot;);</p>
<p>(iv) a certificate of the corporate Secretary of the Company dated the
Closing Date certifying as to true copies of all corporate action taken by the
directors of the Company related to or in connection with this Agreement and all
related documents thereto, the Certificate of Incorporation (certified by the
Secretary of State of Delaware as of a recent date), and the bylaws of the
Company as amended to date, and the names, true signatures and incumbency of the
officers of the Company authorized to execute this Agreement and the other
documents executed or to be executed in connection herewith (the &quot;<b>Company's
Secretary's Certificate</b>&quot;);</p>
<p ALIGN="JUSTIFY">(v) a recent Certificate of Corporate Existence and Tax Good
Standing of the Company from the Secretary of State of Delaware (the &quot;<b>Good
Standing Certificate</b>&quot;);</p>
<p ALIGN="JUSTIFY">(vi) resignations of those officers and directors of the
Company and subsidiaries or Affiliates of the Company listed on Exhibit&nbsp;B
hereto (the &quot;<b>Resignations</b>&quot;);</p>
<p ALIGN="JUSTIFY">(vii) consents to a change in control of landlords party to
any and all material leases of the Facilities which require such consents (the
&quot;<b>Landlords' Consents</b>&quot;);</p>
<p ALIGN="JUSTIFY">(viii) consents to a change in control required by any
Applicable Contract (the &quot;<b>Contract Consents</b>&quot;); and</p>
<p ALIGN="JUSTIFY">(ix) an opinion of Company's counsel to Purchaser in
substantially the form attached hereto as Exhibit&nbsp;C.</p>
<p>(b) Sellers will deliver to Dresdner the amount equal to Seller's obligations
to Dresdner as set forth in Section&nbsp;13.11(c).</p>
<p>(c) Purchaser shall deliver:</p>
<p ALIGN="JUSTIFY">(i) to Sellers, the amounts by bank cashier's or certified
check or wire transfer the amounts all as set forth in Exhibit A hereof, reduced
by the amount of the Deposit other than the portion, if any, of the Deposit used
for the satisfaction of Purchaser's obligations pursuant to Section&nbsp;12;</p>
<p ALIGN="JUSTIFY">(ii) [Reserved];</p>
<p ALIGN="JUSTIFY">(iii) to Sellers, a certificate dated the Closing Date and
executed by Purchaser to the effect that, except as otherwise stated in the
certificate, each of Purchaser's representations and warranties in this
Agreement was accurate in all respects as of the date of this Agreement (&quot;<b>Purchaser's
Warranty Certificate</b>&quot;);</p>
<p ALIGN="JUSTIFY">(iv) to Sellers, a certificate of the Secretary of Purchaser
dated the Closing Date certifying as to true copies of all company action taken
by the members of Purchaser related to or in connection with this Agreement, and
the names, the signatures and incumbency of officers and managers of Purchaser
authorized to execute this Agreement and the other documents executed or to be
executed in connection herewith (the &quot;<b>Purchaser's Secretary's
Certificate</b>&quot;); and</p>
<p ALIGN="JUSTIFY">(v) an opinion of Purchaser's counsel to Sellers and the
Company in substantially the form attached hereto as Exhibit&nbsp;D.</p>
<p ALIGN="JUSTIFY">(d) The Company shall deliver to Dresdner the amount equal to
the Company's obligation to Dresdner as set forth in Section 13.11(c).</p>
<p ALIGN="JUSTIFY"><b>Section 11. TERMINATION OF AGREEMENT</p>
</b>11.1 <u>Right to Terminate Agreement</u>. This Agreement may be terminated
prior to the Closing without any costs or damages against the other party,
except with respect to the termination fee pursuant to Section 11.3 or the
Deposit (if delivered to Seller pursuant to Section&nbsp;3):
<ol>
  <ol>
    <p ALIGN="JUSTIFY">(a) by the mutual written consent of Purchaser and Loeb
    acting in its discretion on behalf of Sellers and the Company at any time
    prior to the Closing;</p>
    <p ALIGN="JUSTIFY">(b) at any time prior to Closing by Purchaser if a
    material Breach of any provision of this Agreement has been committed by
    Sellers or the Company and such Breach has not been waived or cured or by
    Loeb acting on behalf of Sellers or the Company if a material Breach of any
    provision of this Agreement has been committed by another Purchaser and such
    Breach has not been waived or cured;</p>
    <p ALIGN="JUSTIFY">(c) by Purchaser if any condition set forth in
    Section&nbsp;8 shall not have been satisfied or waived on or before the
    Closing Date;</p>
    <p ALIGN="JUSTIFY">(d) by Loeb acting in its discretion on behalf of Sellers
    if any condition set forth in Section&nbsp;9 shall not have been satisfied
    or waived on or before the Closing Date; or</p>
    <p ALIGN="JUSTIFY">(e)<b> </b>by the Company or Loeb acting in its
    discretion on behalf of Sellers at any time prior to the Closing if (i)
    Sellers or the Company have received a Superior Offer and (ii) if any
    temporary restraining order, preliminary or permanent injunction or other
    order has been issued by any United States federal or state court of
    competent jurisdiction or other material legal restraint or prohibition has
    been issued or promulgated by a United States federal or state governmental
    entity, court or agency in a Proceeding which was initiated by a party other
    than the Company or Sellers having the effect of compelling consideration of
    a Superior Offer and sale of the Shares (by any means) to the originator of
    the Superior Offer. For purposes of this paragraph, the term
    &quot;Sellers&quot; shall not include the Non-Selling Parties or a Seller
    acting on behalf of and only at the direction of a Non-Selling Party.
    Sellers and the Company will control such action and shall consult with
    Purchaser in the defense of any such action, and, if Sellers and the Company
    elect not to control such action, Purchaser may undertake the defense of and
    control such action; provided, however, that if such action falls within the
    ambit of Section 12, then the provisions of Section 12 governing control and
    settlement of litigation shall govern. The party that is in control of such
    action shall use good faith efforts to vigorously defend and will endeavor
    to promptly resolve any such action; the other parties hereto shall have a
    right to participate in such action at their sole cost and expense. Sellers
    and the Company may settle any monetary portion of such action that does not
    impose upon Purchaser any monetary obligation or liability other than in de
    minimus amounts, subject to the limitations set forth in Section 12, but may
    not settle any portion of such action involving sale or other disposition of
    the Shares without the prior, written consent of the Purchaser. If Purchaser
    controls such action, Sellers and the Company shall fully cooperate with
    such defense and hereby consent to any settlement or disposition of any such
    action effected by Purchaser that does not impose upon the Sellers or the
    Company any monetary obligation or liability other than in de minimus
    amounts.</p>
    <p ALIGN="JUSTIFY">(f) by Purchaser within ten (10) days of receipt of
    notice from the Company of its withdrawal of recommendation of the Offer
    and/or recommendation of a Superior Offer.</p>
    <p ALIGN="JUSTIFY">(g) by any party hereto, if the Closing does not occur
    before the final deadline for Closing set forth in Section 2 herein,
    provided that the party that seeks to terminate this Agreement is not in
    Breach of this Agreement. Any Breach of this Agreement shall be subject to
    the provisions of this Agreement for addressing such Breach.</p>
  </ol>
</ol>
11.2 <u>Effect of Termination; No Survival</u>. Upon the termination of this
Agreement pursuant to Section&nbsp;11.1:
<ol>
  <ol>
    <p ALIGN="JUSTIFY">(a) Purchaser shall promptly cause to be returned to
    Sellers all documents and information obtained in connection with this
    Agreement and the Contemplated Transactions and all documents and
    information obtained in connection with Purchaser's investigation of the
    Company's business, operations and legal affairs, including any copies made
    by Purchaser or any of Purchaser's Affiliates of any such documents or
    information; and</p>
    <p ALIGN="JUSTIFY">(b)<b> </b>neither party hereto shall have any obligation
    or liability to the other party hereto, except that (i)&nbsp;the parties to
    the Deposit Agreement shall have the obligations set forth in the Deposit
    Agreement, (ii)&nbsp;Purchaser shall remain bound by the provisions of this
    Section&nbsp;11.2<b> </b>and Sections&nbsp;6.1, 12 and 13.11 and by the
    provisions of the Non-Disclosure Agreement and (iii) Sellers shall remain
    bound by the provisions of this Section&nbsp;11.2 and Sections&nbsp;4.1(f),
    6.4, 11.3 and 12. The last two sentences of Section 6.4(a) shall survive ;
    the remainder of Section 6.4(a) shall survive until the Closing of the Offer
    Except as specified in the preceding sentence, all representations,
    warranties, covenants, terms and agreements shall terminate and no longer
    survive nor have any effect.</p>
  </ol>
</ol>
<p>11.3 <u>Termination Fees</u>. If (i)&nbsp;this Agreement shall have been
validly terminated by Sellers pursuant to Section 11.1(e) and (ii)&nbsp;the
Shares are purchased pursuant to the Superior Offer, then Sellers shall pay to
Purchaser the sum of $2,500,000 within five business days after the closing of
such Superior Offer.</p>
<p>11.4 <u>Reinstatement</u>. If this Agreement is terminated by Sellers
pursuant to Section 11.1(e) or by Purchaser pursuant to Section 11.1(f)
(pertaining to recommendation of a Superior Offer) but the Sellers or the
Company, as applicable, do not sell their shares pursuant to the Superior Offer,
Purchaser shall have the right at its sole option to reinstate this Agreement
(if not prevented from doing so by court order) with the time periods set forth
in Section 2 continuing to run as if the date of reinstatement were the day
after the day of such termination, pursuant to all of the terms hereto;
provided, however, in no event shall the Closing Date be less than thirty (30)
days from the date of such reinstatement. This Section 11.4 shall survive an
termination of this Agreement.</p>
<p><b>Section 12. INDEMNIFICATION</p>
</b>
<p ALIGN="JUSTIFY">(a) Subject to the limitations contained in subsection (d)
below, Purchaser and the Company shall defend, indemnify and hold harmless each
Seller, the Company and any of their respective officers, directors, employees,
stockholders, partners, members, advisors or attorneys (collectively,
&quot;Agents&quot;) from and against any claim, liability, obligation, loss,
damage, assessment, judgment, cost or expense (including, without limitation,
reasonable attorneys' fees and costs and expenses reasonably incurred in
investigating, preparing, defending against or prosecuting any litigation or
claim), in connection with any action, suit, proceeding or demand by any direct
or indirect stockholder of the Company or other party (other than the Company or
Sellers, where for purposes of this parenthetical, the term &quot;Sellers&quot;
shall not include the Non-Selling Parties or a Seller acting on behalf of, and
only at the direction of, a Non-Selling Party) relating to or alleging that (i)
in connection with the Contemplated Transactions, any actions, omissions or
failure to act by Sellers violated the Sellers' fiduciary duties, as owners of
the Shares, to minority shareholders of the Company including the Non-Selling
Parties or the Company (a &quot;Seller/Shareholder Action&quot;); or (ii) any
executive officer or director of the Company (respectively, &quot;Executive
Officer&quot; and &quot;Director&quot;) violated his or her fiduciary
obligations in such capacity to minority shareholders of the Company including
the Non-Selling Parties or the Company by (a) approving or authorizing the
Company's execution and consummation of this Agreement or (b) recommending the
Offer (an &quot; Executive Officer/Director Action&quot;). Purchaser shall
secure its obligations pursuant to this Section 12 with the Deposit. Purchaser's
obligations hereunder shall not be limited to the amount of the Deposit.</p>
<p ALIGN="JUSTIFY">Purchaser shall have the right at its sole option to control
and assume the defense of any Seller/Shareholder Action. Any Seller, the Company
or any Agents named in such action shall fully cooperate with such defense and
hereby consent to any settlement or disposition of such action effected by
Purchaser that does not impose upon the Sellers or the Company or any Agents any
monetary obligation or liability other than in de minimus amounts.</p>
<p ALIGN="JUSTIFY">With respect to any Executive Officer/Director Action, the
Executive Officer or Director who is the defendant in such action shall control
any such action initiated prior to Closing and shall use good faith efforts to
vigorously defend and endeavor to promptly resolve such action; and Purchaser
shall have a right to participate in such defense at its own expense. Such
Executive Officer or Director shall not agree to any settlement of any Executive
Officer/Director Action without the prior, written consent of the Purchaser,.
Purchaser may assume control over and defense of any Executive Officer/Director
Action against any Executive Officer or Director which is initiated after
Closing, and such Executive Officer or Director shall fully cooperate with such
defense and hereby consent to any settlement or disposition of such action
effected by Purchaser that does not impose upon such Executive Officer or
Director any monetary obligation or liability other than in de minimus amounts.
Any Executive Officer or Director named in such action shall have a right to
participate in such action at its or their sole cost and expense. Under no
circumstances shall such Executive Officer or Director agree to a settlement of
any action under this Section 12 involving sale or other disposition of the
Shares without the prior, written consent of the Purchaser. If a
Seller/Shareholder Action and an Executive Officer/Director action are one and
the same action, the action shall be treated as if it were an Executive
Officer/Director Action for the purposes of the control (but not the settlement)
provisions in this Section 12.</p>
<p ALIGN="JUSTIFY">(b) Sellers, severally and not jointly, shall defend,
indemnify, and hold harmless Purchaser and any of its officers, directors,
employees or stockholders from and against any claim, liability, obligation,
loss, damage, assessment, judgment, costs or expense (including, without
limitation, reasonable attorneys' fees) arising from, caused by or related to
any Breach of such Seller's representations and warranties set forth in
Section&nbsp;4.1(f) of this Agreement in any Proceeding brought by a third
party.</p>
<p ALIGN="JUSTIFY">(c) The Purchaser's and the Company's obligations set
forth in this Section 12 shall survive in connection with any action, suit,
proceeding or demand initiated within a period of three years after the Closing
and shall remain the obligations of the Company and Purchaser and any surviving
entity or successor in interest (excluding purchasers of assets for value but
including recipients of assets for other than fair value) and the surviving
entity in the case of any subsequent sale, merger, consolidation, or change in
ownership of the Company or Purchaser. If the Company or the Purchaser, or any
successor in interest, incurs any indebtedness for the purpose of purchasing or
redeeming capital stock of the Company or the Purchaser, respectively, or making
dividends, the indemnification obligations hereunder shall include
indemnification by the recipients of such proceeds or funds with respect to such
purchase, redemption, distribution or dividend.</p>
<p ALIGN="JUSTIFY">(d) Contemporaneous with or subsequent to with the signing of
this Agreement, the Company may purchase the insurance policy described on
Exhibit B hereto, provided, however, that the premium that the Company shall be
obligated to pay for such insurance policy shall not exceed $225,000 in the
aggregate, with any portion of such premium exceeding $225,000 to be the
responsibility of Sellers.</p>
<p ALIGN="JUSTIFY"><b>Section 13. MISCELLANEOUS PROVISIONS</p>
</b>13.1 <u>Compliance with Laws</u>. The parties hereto shall execute such
agreements and other documents, and shall take such other actions, as the other
parties hereto may reasonably request (prior to, at or after the Closing) for
the purpose of ensuring that the Contemplated Transactions are carried out in
full compliance with the provisions of all applicable laws and regulations,
including without limitation, the United States securities laws and regulations.
<p>13.2 <u>Governing Law</u>. This Agreement shall be construed in accordance
with, and governed in all respects by, the laws of the State of Delaware
(without giving effect to principles of conflicts of law).
<p>13.3 <u>Venue and Jurisdiction; Consent to Service of Process; Waiver of Jury
Trial</u>. If any legal Proceeding or other legal action relating to this
Agreement is brought or otherwise initiated, the venue therefor shall be in
Delaware, which shall be deemed to be a convenient forum. Purchaser and Sellers
hereby expressly and irrevocably consent and submit to the jurisdiction of the
courts in Delaware and expressly waive (to the extent permitted by law) the
right to bring an action in any other jurisdiction. Process in any action or
proceeding referred to in the preceding sentence may be served on any party
anywhere in the world. Each of the parties hereto hereby irrevocably waives any
and all right to trial by jury in any legal Proceeding arising out of or related
to this Agreement or the Contemplated Transactions.
<p>13.4 <u>Notices</u>. All notices, demands, requests or other communications
to be sent by one party to the other hereunder or required by law shall be in
writing and shall be deemed to have been validly given or served by delivery of
the same in person to the intended addressee, by facsimile transmission to such
party at the facsimile number set forth for such party on the signature pages
below with a copy sent by depositing the same with Federal Express or another
reputable private courier service (&quot;<b>Courier</b>&quot;) for the soonest
business day delivery offered by Courier to the intended addressee at its
address set forth below (or at such other address as the intended recipient
shall have specified in as written notice given to the other party hereto), or
by depositing the same with Courier for the soonest business day delivery
offered by Courier to the intended addressee at its address set forth below (or
at such other address as the intended recipient shall have specified in as
written notice given to the other party hereto):
<ol>
  <ol>
    <p ALIGN="JUSTIFY">if to Purchaser:</p>
    <p ALIGN="JUSTIFY">Capital Growth Partners, LLC<br>
    Attn: Gerald A. Jackson<br>
    Box 1776<br>
    Park City, UT 84060<br>
    Fax: 435 645 7304</p>
    <p ALIGN="JUSTIFY">with a copy to:</p>
    <p ALIGN="JUSTIFY">Robert A. Trevisani, Esq.<br>
    Gadsby Hannah LLP<br>
    225 Franklin Street<br>
    Boston, MA 02110<br>
    Fax: 617 204 8013</p>
    <p ALIGN="JUSTIFY">if to the Company:</p>
    <p ALIGN="JUSTIFY">United Park City Mines Company<br>
    Attn: Hank Rothwell<br>
    P.O. Box 1450<br>
    Park City, UT 84060<br>
    Fax: 435 649 8035</p>
    <p ALIGN="JUSTIFY">if to Sellers:</p>
    <p ALIGN="JUSTIFY">c/o Loeb Investors Co. XL<br>
    Attn: Joseph S. Lesser<br>
    521 5<sup>th</sup> Avenue, Suite 2300<br>
    New York, NY 10175<br>
    Fax: [212 883 0388]</p>
    <p ALIGN="JUSTIFY">with copies to:</p>
    <p ALIGN="JUSTIFY">Tivoli Partners<br>
    Attn: Peter Kenner<br>
    42 East 81<sup>st</sup> Street<br>
    New York, NY 10028<br>
    Fax: [212 439 9095]</p>
    <p ALIGN="JUSTIFY">Labrador Partners, LP<br>
    Attn: Stephen Farley<br>
    655 Third Avenue<br>
    Suite 2520<br>
    New York, NY 10128<br>
    Fax: [212 421 8745]</p>
    <p ALIGN="JUSTIFY">Garth B. Jensen, Esq.<br>
    Holme Roberts &amp; Owen LLP<br>
    1700 Lincoln, Suite 4100<br>
    Denver, CO 80203<br>
    Fax: 303 866 0200</p>
  </ol>
</ol>
<p>13.5 <u>Table of Contents and Headings</u>. The table of contents of this
Agreement and the underlined headings contained in this Agreement are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.</p>
13.6 <u>Assignment</u>. Neither party hereto may assign any of its rights or
delegate any of its obligations under this Agreement to any other Person without
the prior written consent of the other party hereto; <i>provided, however,</i>
that (i) Sellers may, prior to Closing, assign to any Person its right to
receive all or any portion of the amount payable to Sellers under Section&nbsp;1
and its right to receive all or any portion of any amount payable to Sellers
under the Deposit Agreement and (ii) Purchaser may assign all or part of its
rights under this Agreement to a company or other legal entity controlled by it.
<p>13.7 <u>Parties in Interest</u>. Nothing in this Agreement is intended to
provide any rights or remedies to any Person (including any employee or creditor
of the Company) other than the parties hereto.
<p>13.8 <u>Severability</u>. In the event that any provision of this Agreement,
or the application of such provision to any Person or set of circumstances,
shall be determined to be invalid, unlawful, void or unenforceable to any
extent, the remainder of this Agreement, and the application of such provision
to Persons or circumstances other than those as to which it is determined to be
invalid, unlawful, void or unenforceable, shall not be affected and shall
continue to be valid and enforceable to the fullest extent permitted by law.
<p>13.9 <u>Entire Agreement</u>. This Agreement, the Deposit Agreement and the
Non-Disclosure Agreement set forth the entire understanding of Purchaser,
Sellers and the Company and supersede all other agreements and understandings
between Purchaser, Sellers and the Company relating to the subject matter hereof
and thereof.
<p>13.10 <u>Waiver</u>. No failure on the part of either party hereto to
exercise any power, right, privilege or remedy under this Agreement, and no
delay on the part of either party hereto in exercising any power, right,
privilege or remedy under this Agreement, shall operate as a waiver thereof; and
no single or partial exercise of any such power, right, privilege or remedy
shall preclude any other or further exercise thereof or of any other power,
right, privilege or remedy.
<p>13.11 <u>Fees and Expenses</u>.
<p ALIGN="JUSTIFY">(a) Any transfer taxes, stamp duties, filing fees,
registration fees, recordation expenses, escrow fees or other similar taxes,
fees, charges or expenses incurred by Sellers, the Company or any other party in
connection with the transfer of the Shares to Purchaser or in connection with
any of the Contemplated Transactions shall be borne and paid exclusively by
party upon whom the legal obligation to pay such tax, fee, charge or expense
falls.</p>
<p ALIGN="JUSTIFY">(b) Any fees or expenses incurred in connection with the
Deposit Agreement in Section 3, shall split by Purchaser and Sellers.</p>
<p ALIGN="JUSTIFY">(c) Except as provided elsewhere in this Agreement, all other
fees and expenses incurred in connection with this Agreement and the
Contemplated Transactions shall be paid by the party incurring such fees or
expenses, whether or not the Closing occurs; <i>provided, however, </i>that any
fees arising from the sale of the Shares and, if any, the Remaining Shares
tendered pursuant to the Offer or otherwise purchased by Purchaser payable to
Dresdner (the &quot;<b>Dresdner Fee</b>&quot;) pursuant to the engagement letter
by and between Dresdner and the Company dated June 14, 2001, shall be split
equally between Sellers and the Company and so paid promptly when due; <i>provided,
however, </i>that Purchaser shall reimburse Sellers pursuant to Section&nbsp;7.5
of this Agreement for the portion of the half of the Dresdner Fee paid by
Sellers allocable to the Remaining Shares. Purchaser's reimbursement
obligations herein shall be limited to reimbursement under Section 7.5 of this
Agreement.</p>
(d) Sellers shall divide the fees payable by them or allocable to them,
including without limitation the Dresdner Fee, and all of their incurred
expenses among themselves proportionately to their individual percentage of
ownership of the Shares.<p ALIGN="JUSTIFY">(e) The Company shall bear the expense of the time and
expenditures expended by its professional consultants to disclose existing
information to Purchaser in connection with Purchaser's due diligence in
connection with this Agreement up to an amount of $20,000. Purchaser shall pay
any amounts expended above that figure. Neither the calculation of the Company's
expenditure nor Purchaser's expenditures provided for hereunder shall include
payment for attorneys fees for legal advice provided in connection with this
Agreement or the Contemplated Transactions.</p>
13.12 <u>Remedies</u>. Remedies for a Breach of this Agreement by the Company or
any Seller (other than a Breach of Section 4.1(f) or 11.3) shall be limited to
specific performance. Any claim by Purchaser arising from or relating to a
Breach of Section 4.1(f)may seek any damages available at law or equity other
than consequential damages, unless such breach of Section 4.1(f) was intentional
or Sellers had Knowledge of such breach prior to Closing, in which case
Purchaser may seek any damages available at law or equity for such Breach.
Sellers' liability hereunder shall be several, and not joint, liability. If
Purchaser acquires at Closing at least fifty-one percent (51%) of the
outstanding common stock of the Company as of the Closing Date after assuming
that all options or other rights to acquire common stock of the Company have
been issued, exercised and converted to common stock, as applicable, then the
remedies provided for herein do not apply to any action alleging that Purchaser
was harmed because it failed, due to the Seller's inability to deliver all of
the Shares in accordance with the terms hereof, to obtain a sufficient majority
of the shares of the outstanding common stock of the Company after the Offer to
satisfy any provisions requiring a majority of shares in excess of sixty-six
percent (66%) that may exist in the Company's Organizational Documents or in
any Legal Requirements.<u></u>
<p>13.13 <u>Amendments</u>. This Agreement may not be amended, modified, altered
or supplemented except by means of a written instrument executed on behalf of
Purchaser, Sellers and the Company.
<p ALIGN="JUSTIFY">13.14 <u>Survival of Representations, Warranties and
Covenants</u>. The representations, warranties and covenants of all parties
hereto shall not survive the Closing, except for Sections 4.1(f), 6.1, 6.4, 7,
11.3, 11.4 and 12.</p>
<p ALIGN="JUSTIFY">13.15 <u>Agent for Sellers</u>.</p>
<p ALIGN="JUSTIFY">(a) Each of the Sellers hereby appoints Loeb as its agent and
attorney-in-fact, for and on behalf of Sellers to give and receive notices and
communications, to make the elections specified within this agreement, and to
take all other actions that are either (i)&nbsp;necessary or appropriate in the
judgment of Loeb for the accomplishment of the foregoing or
(ii)&nbsp;specifically mandated by the terms of this Agreement. Notices or
communications to or from Sellers in care of Loeb shall constitute notice to or
from Sellers.</p>
<p ALIGN="JUSTIFY">(b) Loeb shall not be liable for any act done or omitted
hereunder as Sellers' agent and attorney-in-fact while acting in good faith and
in the exercise of reasonable judgment. Sellers, proportionately to their
individual percentage of ownership of the Shares, shall indemnify Loeb and hold
Loeb harmless against any loss, liability or expense incurred without gross
negligence or bad faith on the part of Loeb and arising out of or in connection
with the acceptance or administration of Loeb's duties hereunder.</p>
<p ALIGN="JUSTIFY">13.16 <u>Interpretation of Agreement</u>.</p>
<p ALIGN="JUSTIFY">(a) Each party hereto acknowledges that it has participated
in the drafting of this Agreement, and any applicable rule of construction to
the effect that ambiguities are to be resolved against the drafting party shall
not be applied in connection with the construction or interpretation of this
Agreement.</p>
<p ALIGN="JUSTIFY">(b) Whenever required by the context hereof, the singular
number shall include the plural, and vice versa; the masculine gender shall
include the feminine and neuter genders; and the neuter gender shall include the
masculine and feminine genders.</p>
<p ALIGN="JUSTIFY">(c) As used in this Agreement, the words &quot;include&quot;,
&quot;including&quot; and variations thereof, shall not be deemed to be terms of
limitation, and shall be deemed to be followed by the words &quot;without
limitation.&quot;</p>
<p ALIGN="JUSTIFY">(d) References herein to &quot;Sections&quot; and
&quot;Exhibits&quot; are intended to refer to Sections of and Exhibits to this
Agreement.</p>
<p ALIGN="JUSTIFY">13.16 <u>Counterparts</u>. This Agreement may be signed in
counterparts, all of which together shall constitute one and the same
instrument.</p>
<p ALIGN="JUSTIFY">13.17 <u>Definitions</u>. For the purposes of this Agreement,
the following terms shall have the definitions ascribed to them below:</p>
<p ALIGN="JUSTIFY">&quot;<b>Acquisition Proposal</b>&quot; -- as defined in
Section 6.4(a).</p>
<p ALIGN="JUSTIFY"><b>&quot;Affiliate&quot;</b> - any Person controlling,
controlled by or under common control with, the specified Person, and &quot;<b>control</b>&quot;
of a Person (including, with correlative meaning, the terms &quot;controlled
by&quot; and &quot;under common control with&quot;) means (a) the beneficial
ownership of 10% or more of the voting securities of such Person, (b) the status
of being a director, officer, executor, trustee or other fiduciary of such
Person or (c) the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by Contract or otherwise.</p>
<p ALIGN="JUSTIFY"><b>&quot;Applicable Contract&quot;</b> - any Contract (a)
under which the Company has or may acquire any material rights, or (b) under
which the Company has or may become subject to any material obligation or
liability.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Board of Directors&quot;</b> - the board of directors
of the Company.</p>
<p ALIGN="JUSTIFY"><b>&quot;Breach&quot;</b> - a &quot;<b>Breach</b>&quot; of
representation, warranty, covenant, obligation, or other provision of this
Agreement or any instrument delivered pursuant to this Agreement will be deemed
to have occurred if there is or has been any material inaccuracy in or violation
of, or any material failure to perform or comply with, such representation,
warranty, covenant, obligation, or other provision, and the term &quot;<b>Breach</b>&quot;
means any such material inaccuracy, breach, failure, claim, occurrence, or
circumstance.</p>
<p ALIGN="JUSTIFY"><b>&quot;Closing&quot;</b> - as defined in Section 2.</p>
<p ALIGN="JUSTIFY"><b>&quot;Closing Date&quot;</b> - the date on which the
Closing takes place.</p>
<p ALIGN="JUSTIFY"><b>&quot;Company&quot;</b> - as defined in the introduction
of this Agreement.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Company SEC Documents&quot;</b> - as defined in the
Section 4.3.</p>
<p ALIGN="JUSTIFY"><b>&quot;Consent&quot;</b> - any approval, consent,
ratification, waiver or other authorization (including Governmental
Authorization).</p>
<p ALIGN="JUSTIFY"><b>&quot;Contemplated Transactions&quot;</b> - all of the
transactions contemplated by this Agreement, including the Offer.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Contract&quot;</b> - any agreement, contract,
obligation, promise or undertaking (whether written or oral and whether express
or implied) that is legally binding.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Deposit&quot;</b> - as defined in Section 3.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Deposit Agent&quot;</b> - as defined in Section 3.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Deposit Agreement&quot;</b> - as defined in Section
3.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Disclosure Schedule&quot;</b> - the disclosure
schedule prepared by Sellers and attached hereto.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Dresdner&quot;</b> - as defined in Section 4.17.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Dresdner Fee&quot;</b> - as defined in Section 13.11.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Encumbrance&quot;</b> - any charge, claim,
restriction, community property interest, condition, equitable interest, lien,
option, pledge or security interest.</p>
<b>
<p ALIGN="JUSTIFY">&quot;ERISA&quot;</b> - the Employee Retirement Income
Security Act of 1974, as amended, or any successor law, and regulations and
rules issued pursuant to that Act or any successor law.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Extension Event&quot;</b> - as defined in Section 2.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Exchange Act&quot;</b> - the Securities and Exchange
Act of 1934, as amended, or any successor law, and regulations and rules issued
pursuant thereto or any successor law.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Facilities&quot;</b> - any real property, leaseholds,
or other interests currently or formerly owned, rented, leased or operated by
the Company and any buildings, plants, structures or equipment (including motor
vehicles, tank cars, and rolling stock) currently owned or operated by the
Company.</p>
<b>
<p ALIGN="JUSTIFY">&quot;GAAP&quot;</b> - generally accepted United States
accounting principles, applied on a basis consistent with the basis on which the
financial statements with which it refers were prepared.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Governmental Authorization&quot;</b> - any material
approval, Consent, license, permit, waiver, or other authorization issued,
granted, given, or otherwise made available by or under the authority of any
Governmental Body or pursuant to any Legal Requirement.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Governmental Body&quot;</b> - any:</p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <p ALIGN="JUSTIFY">(a) nation, state, county, city, town, village,
        district or other jurisdiction of any nature;</p>
        <p ALIGN="JUSTIFY">(b) federal, state, local, municipal, foreign or
        other government;</p>
        <p ALIGN="JUSTIFY">(c) governmental or quasi-governmental authority of
        any nature (including any governmental agency, branch, department,
        official, or entity and any court or other tribunal);</p>
        <p ALIGN="JUSTIFY">(d) multi-national organization or body; and</p>
        <p>(e) body exercising, or entitled to exercise, any administrative,
        executive, judicial, legislative, police, regulatory, or taxing
        authority or power of any nature.</p>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
<b>
<p ALIGN="JUSTIFY">&quot;Initial Closing Date Deadline&quot; </b>- as defined
in Section 2.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Intellectual Property Rights&quot; </b>- as defined
in Section 4.18.</p>
<b>
<p ALIGN="JUSTIFY">&quot;IRC&quot;</b> - the Internal Revenue Code of 1986, as
amended, or any successor law, and regulations and rules issued by the IRS
pursuant to the Internal Revenue Code or any successor law.</p>
<b>
<p ALIGN="JUSTIFY">&quot;IRS&quot;</b> - The United States Internal Revenue
Service or any successor agency, and, to the extent relevant, the United States
Department of the Treasury.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Knowledge&quot;</b> - an individual will be deemed to
have &quot;<b>Knowledge</b>&quot; of a particular fact or other matter if such
individual is actually aware of such fact or other matter. A Person (other than
an individual) will be deemed to have &quot;<b>Knowledge</b>&quot; of a
particular fact or other matter if any individual who is serving as a director,
officer, partner, executor, or trustee of such Person (or in any similar
capacity) (the &quot;<b>Designated Persons</b>&quot;) has Knowledge of such fact
or other matter. In the case of the Company, the Designated Persons shall be
limited to the Company's Board of Directors, President, Chief Executive Officer,
Chief Financial Officer Kerry C. Gee, Vice President.</p>
<b>
<p ALIGN="JUSTIFY">&quot;LC&quot;</b> - as defined in Section 3.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Legal Requirement&quot;</b> - any federal, state,
local or municipal constitution, law, ordinance, regulation or statute, the
application of which has a material affect on the Company.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Loeb&quot;</b> - as defined in Section 4.1.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Merger&quot;</b> - as defined in Section 7.1.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Non-Disclosure Agreement&quot;</b> - as defined in
Section 6.1.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Non-Selling Parties&quot;</b> - as defined in Section
4.1.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Offer&quot;</b> - as defined in Section 7.1.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Offer Price&quot;</b> - as defined in Section 7.1.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Order&quot;</b> - any award, decision, injunction,
judgment, order, ruling or verdict entered, issued, made or rendered by any
court, administrative agency or other Governmental Body or by any arbitrator
that would have a material adverse affect on the subject of such Order.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Organizational Documents&quot;</b> - (a) the articles
or certificate of incorporation and the bylaws of a corporation; (b) the
partnership agreement and any statement of partnership of a general partnership;
(c) the limited partnership agreement and the certificate of limited partnership
of a limited partnership; (d) the operating agreement and certificate of
formation of a limited liability company; (e)&nbsp;the trust agreement and all
related documents if a trust; (f) any charter or similar document adopted or
filed in connection with the creation, formation, or organization of a Person;
and (g) any amendment to any of the foregoing.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Per Share Expense Reimbursement&quot;</b> - as
defined in Section 7.1.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Person&quot;</b> - any individual, corporation
(including any non-profit corporation), general or limited partnership, limited
liability company, joint venture, estate, trust, association, organization,
labor union or other entity or Governmental Body.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Postponement&quot;</b> - as defined in Section 2.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Postponement Period&quot;</b> - as defined in Section
2.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Primary Governmental Authorizations&quot;</b> - as
defined in Section 4.9.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Proceeding&quot;</b> - any action, arbitration,
audit, hearing, investigation, litigation or suit (whether civil, criminal,
administrative, investigative or informal) commenced, brought, conducted or
heard by or before, or otherwise involving, any Governmental Body or arbitrator.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Purchase Price&quot;</b> - as defined in Section 1.2.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Purchaser&quot;</b> - as defined in the first
paragraph of this Agreement.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Remaining Shares&quot;</b> - as defined in Section
7.1.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Rescission Closing&quot;</b> - as defined in Section
7.6.</p>
<b>
<p ALIGN="JUSTIFY">&quot;SEC&quot;</b> - means the United States Securities
and Exchange Commission.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Securities Act&quot;</b> - the Securities Act of
1933, as amended, or any successor law, and regulations and rules issued
pursuant thereto or any successor law.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Sellers&quot;</b> - as defined in the first paragraph
of this Agreement.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Shares&quot;</b> - as defined in the Recitals of this
Agreement.</p>
<p ALIGN="JUSTIFY"><b>&quot;Subsidiary&quot;</b> - with respect to any Person
(the &quot;<b>Owner</b>&quot;), any corporation or other Person of which
securities or other interests having the power to elect a majority of that
corporation's or other Person's board of directors or similar governing body, or
otherwise having the power to direct the business and policies of that
corporation or other Person (other than securities or other interests having
such power only upon the happening of a contingency that has not occurred) are
held by the Owner or one or more of its Subsidiaries; when used without
reference to a particular Person, &quot;<b>Subsidiary</b>&quot; means a
Subsidiary of the Company.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Superior Offer&quot;</b> - means any Acquisition
Proposal made after the date hereof that the Board of Directors determines is
more favorable and provides greater value to the Company's stockholders to whom
the Acquisition Proposal is made than the Contemplated Transactions, taking into
account all of the terms and conditions of this Agreement. In the case of any
proposed sale of assets or similar transaction, the offer price per share shall
be calculated on the basis of cash that would directly or indirectly be realized
by the stockholders after giving effect to any Taxes payable by the Company.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Tax&quot;</b> - any tax (including any income tax,
capital gains tax, employment tax, value-added tax, sales tax or property tax),
levy, assessment, tariff, duty (including any customs duty), deficiency or other
fee, and any related charge or amount (including any fine, penalty, interest or
addition to tax), imposed, assessed or collected by or under the authority of
any Governmental Body or payable pursuant to any tax-sharing agreement or any
other Contract relating to the sharing or payment of any such tax, levy,
assessment, tariff, duty, deficiency or fee.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Tax Return&quot;</b> - any return (including any
information return), report, statement, schedule, notice, form or other document
or information filed with or submitted to, or required to be filed with or
submitted to, any Governmental Body in connection with the determination,
assessment, collection, or payment of any Tax or in connection with the
administration, implementation or enforcement of compliance with any Legal
Requirement relating to any Tax.</p>
<b>
<p ALIGN="JUSTIFY">&quot;Threatened&quot;</b> - a claim, Proceeding, dispute,
action or other matter will be deemed to have been &quot;<b>Threatened</b>&quot;
if any demand or statement has been made in writing or any written notice has
been given that a Proceeding or action will be asserted or commenced.</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<b>
<p ALIGN="CENTER">[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT
BLANK.]</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">[THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.]</p>
<p ALIGN="CENTER">&nbsp;</p>
</b>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">Purchaser, Sellers and the Company have caused this Agreement
to be executed by their duly authorized representatives as of February 21, 2002.</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<b>
<p ALIGN="JUSTIFY">CAPITAL GROWTH PARTNERS, LLC</p>
</b>
<p ALIGN="JUSTIFY">By: /s/ Gerald A. Jackson<u><br>
</u>Name: Gerald A. Jackson<br>
Title: Manager</p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
          <blockquote>
            <blockquote>
              <blockquote>
                <blockquote>
                  <blockquote>
                    <blockquote>
                      <blockquote>
                        <blockquote>
                          <blockquote>
                            <p ALIGN="JUSTIFY">&nbsp;</p>
                          </blockquote>
                        </blockquote>
                      </blockquote>
                    </blockquote>
                  </blockquote>
                </blockquote>
              </blockquote>
            </blockquote>
          </blockquote>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
<p><b>LOEB INVESTORS CO. XL</b></p>
<p>By: /s/ Joseph S. Lesser<br>
Name: Joseph S. Lesser<br>
Managing Partner</p>
<p>&nbsp;</p>
<p><b>LABRADOR PARTNERS, LP</b></p>
<p>By: /s/ Stephen Farley<br>
Name: Stephen Farley<br>
Title:
Managing Partner</p>
<p>&nbsp;</p>
<p><b>TIVOLI PARTNERS, a limited partnership</b></p>
<p>By: /s/ Peter Kenner<u><br>
</u>Name: Peter Kenner<br>
Title: General Partner</p>
<p>&nbsp;</p>
<p><b>PETER I. KENNER</p>
</b>
<p>By: /s/ Peter I. Kenner<u><br>
</u>Name: Peter I. Kenner</p>
<p>&nbsp;</p>
<p><b>PETER KENNER CUST<br>
FBO NICHOLAS KENNER</b></p>
<p>By: /s/ Peter Kenner<u><br>
</u>Name: Peter Kenner<br>
Title: Custodian</p>
<p>&nbsp;</p>
<p><b>IRA FBO PETER I. KENNER<br>
</b></p>
<p>By: /s/ Peter Kenner<u><br>
</u>Name: Peter Kenner<br>
Title: Custodian</p>
<p>&nbsp;</p>
<p><b>KATHERINE IRENE KENNER TRUST</p>
</b>
<p>By: /s/ Clara Halperin<u><br>
</u>Name: Clara Halperin<br>
Title: Successor Trustee</p>
<p>&nbsp;</p>
<p><b>PETER KENNER CUST<br>
FBO KATHERINE I. KENNER</p>
</b>
<p>By: /s/ Peter Kenner<u><br>
</u>Name: Peter Kenner<br>
Title: Custodian</p>
<p>&nbsp;</p>
<p><b>P. KENNER &amp; B. KENNER TRUST</p>
</b>
<p>By: /s/ Clara Halperin<u><br>
</u>Name: Clara Halperin,<br>
Title: Trustee</p>
<p>&nbsp;</p>
<p><b>PETER KENNER ANNUITY TRUST</p>
</b>
<p>By: /s/ Clara Halperin<u><br>
</u>Name: Clara Halperin<br>
Title: Trustee</p>
<p>&nbsp;</p>
<b>
<p>UNITED PARK CITY MINES</p>
<p></b>By: /s/ Hank Rothwell<br>
Name: Hank Rothwell<br>
Title: President</p>
<b>
<p>&nbsp;</p>
<p>EILEEN FARLEY</p>
</b>
<p>/s/
Eileen Farley<br>
Eileen Farley</p>
<p>&nbsp;</p>
<b>
<p>Eileen Farley Trust</p>
</b>
<p>By: /s/ Stephen Farley<br>
Name: Stephen Farley<br>
Title: Trustee</p>
<p>&nbsp;</p>
<b>
<p>John Farley Trust</p>
<p></b>By: /s/ Stephen Farley<br>
Name: Stephen Farley<br>
Title: Trustee</p>
<p>&nbsp;</p>
<b>
<p>J. C. Walter</p>
</b>
<p>/s/
J. C. Walter<br>
J. C. Walter</p>
<p>&nbsp;</p>
<b>
<p>T. Y. WONG FOUNDATION</p>
</b>
<p>By: /s/ Eleanor Wong<br>
Name: Eleanor Wong<br>
Title: President</p>
<p>&nbsp;</p>
<b>
<p>TRUST f/b/o JOHN S. FARLEY UNDER THE UNIFORM GIFT TO MINORS ACT</p>
</b>
<p>By: /s/ Stephen Farley<u><br>
</u>Name: Stephen Farley<br>
Title: Guardian</p>
<p>&nbsp;</p>
<b>
<p>TRUST f/b/o GRACE FARLEY UNDER THE UNIFORM GIFT TO MINORS ACT</p>
</b>
<p>By: /s/ Stephen Farley<u><br>
</u>Name: Stephen Farley<br>
Title: Guardian</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<b>
<p>&nbsp;</p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
          <blockquote>
            <blockquote>
              <blockquote>
                <blockquote>
                  <blockquote>
                    <blockquote>
                      <blockquote>
                        <blockquote>
                          <blockquote>
                          </b>
                          <p>&nbsp;</p>
                          <p>&nbsp;</p>
                          <p>&nbsp;</p>
                          <p>&nbsp;</p>
                          <p>&nbsp;</p>
                          <p>&nbsp;</p>
                          <p>&nbsp;</p>
                        </blockquote>
                      </blockquote>
                    </blockquote>
                  </blockquote>
                </blockquote>
              </blockquote>
            </blockquote>
          </blockquote>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
</blockquote>
<p>&nbsp;</p>
    <b>
    <p ALIGN="CENTER">Schedule A</p>
<blockquote>
  <blockquote>
    <p ALIGN="CENTER">Sellers and Ownership Information</p>
    </b>
    <p ALIGN="JUSTIFY">&nbsp;</p>
  </blockquote>
</blockquote>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="572">
  <tr>
    <td WIDTH="189" VALIGN="TOP"><b>
      <p ALIGN="JUSTIFY">Name</b></td>
    <td WIDTH="118" VALIGN="TOP"><b>
      <p ALIGN="CENTER">Shares</b></td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP"><b>
      <p ALIGN="JUSTIFY">Purchase Price</b></td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="118" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">Loeb Investors Co. XL</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">1,268,154.55</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$ 31,703,863.75</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">Labrador Partners, LP</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">367,000</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$ 9,175,000</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">Eileen Farley</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">5,700</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$ 142,500</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">Eileen Farley Trust</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">6,900</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$ 172,500</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">John Farley Trust</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">6,500</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$ 162,500</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">J. C. Walter</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">7,600</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$ 190,000</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">T. Y. Wong Foundation</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">17,000</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$ 425,000</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">John S. Farley</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">229</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$ 5,725</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">Grace Farley</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">229</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$ 5,725</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">Tivoli Partners</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">98,820</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$ 2,470,500</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">Peter I. Kenner</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">25,872</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$646,800</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">Peter I. Kenner Cust FBO Nicholas Kenner</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">650</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$16,250</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">IRA FBO Peter I. Kenner DLJSC as Custodian</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">128</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$3200</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">Katherine Irene Kenner Trust Clara Halperin Successor
      TTEE</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">115</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$2875</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">Peter Kenner Cust FBO Katherine I. Kenner</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">55</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$1375</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">P. Kenner &amp; B. Kenner Trust Clara Halperin TTEE DTD</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">30</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$750</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">
      <p ALIGN="JUSTIFY">Peter Kenner Annuity Trust DTD 3/27/91 Clara Halperin
      TTEE</td>
    <td WIDTH="118" VALIGN="TOP">
      <p ALIGN="RIGHT">25</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$625</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="118" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="189" VALIGN="TOP"><b>
      <p ALIGN="JUSTIFY">Total</b></td>
    <td WIDTH="118" VALIGN="TOP"><b>
      <p ALIGN="RIGHT">1,805,007.55</b></td>
    <td WIDTH="25" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="176" VALIGN="TOP" align="right">
      <p ALIGN="right">$ 45,125,188.75</td>
  </tr>
</table>
<p>&nbsp;</p>
<p>&nbsp;</p>

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