Item A: Beam Development Purchase and Sale Agreement Terms

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10.1 Seller has full power and authority to enter into this Agreement. All requisite action has been taken by Seller in connection with the execution of this Agreement and the transactions contemplated hereby. 10.2 Seller has not received any uncured notice from any governmental agency having jurisdiction in the matter of any violation of any statute, law, ordinance, deed restriction or rules or regulations with respect to the existence of the Property. 10.3 Seller has no actual knowledge of any condemnation, zoning, annexation or other land use proceeding, either instituted or threatened, which could adversely affect the Property. 10.4 Each of the representations of Seller contained in this Section shall be deemed remade by Seller as of the Closing Date, shall survive closing, and shall be fully enforceable thereafter. 11. B’R . UYERS EPRESENTATIONS 11.1 Buyer is a limited liability company duly organized and validly existing under the laws of the State of Oregon. 11.2 Buyer represents that Buyer has full power and authority to enter into this Agreement. All requisite action has been taken by Buyer in connection with the execution of this Agreement and the transactions contemplated hereby. 11.3 Buyer acknowledges that no warranties, guarantees or representations have been or are being made by Seller or any agent or representative of Seller concerning the Property. Buyer accepts the Property, “AS IS, WITH ALL FAULTS” without any representations or warranties by Seller or any agent or representative of Seller, expressed or implied and releases and indemnifies Seller from any and all liability therefor. Seller shall not be responsible for any failure to investigate the Property on the part of Buyer or for any representation or statement regarding the Property (including any representation or statement by any real estate broker or sales agent, or any other purported or acknowledged agent, representative, contractor, consultant or employee of Seller, or any third party). 11.4 Each of the representations of Buyer contained in this Section shall be deemed remade by Buyer as of the Closing Date, shall survive closing, and shall be fully enforceable thereafter. 12. B’II;ASISS UYERS NDEPENDENT NVESTIGATION ALE I. 12.1 Buyer acknowledges and agrees that it has been given or will be NVESTIGATION given during the Due Diligence Investigation Period, a full opportunity to inspect and investigate each and every aspect of the Property, either independently or through agents of Buyer’s choosing, including, without limitation: Page 13 - PURCHASE AND SALE AGREEMENT – DRAFT #3 (20 May 2008)