Item A: Beam Development Purchase and Sale Agreement Terms

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S. 4.2.1 Seller shall deliver or cause to be delivered to Escrow Agent on ELLER or prior to the Closing Date the following items, of which the delivery of each shall be a condition to the performance by Buyer of its obligations under this Agreement: (i) bargain and sale deeds for the Centre Court/Vacant Lot Property Exhibit and the Washburne Property, substantially in the form of B , duly executed and acknowledged by Seller, conveying good and marketable fee simple title subject to Agency’s right of re-entry and the Permitted Exceptions, if any; (ii) a FIRPTA affidavit and/or a certificate required under ORS 314.258; (iii) a certificate in form and substance acceptable to Buyer and its counsel, duly executed by Seller, evidencing that Seller is exempt from the withholding requirements of Section 1445 of the Internal Revenue Code (the “Code”); (iv) the Title Policy or a binding commitment to issue the Title Policy; and (v) the Supplemental Escrow Instructions for the Quit Claim Deed, in Exhibit C the form of . B. 4.2.2 Buyer shall deliver or cause to be delivered to Escrow Agent on UYER or prior to the Closing Date the following items, of which the delivery of each shall be a condition to the performance by Seller of its obligations under this Agreement: (i) cash in an amount sufficient to pay Buyer’s share of Closing Costs and prorations; (ii) executed Loan Documents; (iii) executed and acknowledged Quit Claim Deed substantially in the Exhibit D form of ; (iv) executed Escrow Instructions for the Quit Claim Deed in the form Exhibit C of ; (v) Articles of Organization, a certificate of good standing from the Secretary of State of the State of Oregon dated no earlier than ten (10) days prior to the Closing Date and a resolution or other action by Buyer authorizing and approving the execution of this Agreement and the Loan Documents; and Page 8 - PURCHASE AND SALE AGREEMENT – DRAFT #3 (20 May 2008)