Item A: Beam Development Purchase and Sale Agreement Terms

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EXHIBIT E-3 EARNEST MONEY LOAN NOTE AND TRUST DEED EARNEST MONEY LOAN NOTE $470,000 Eugene, Oregon May 22, 2008 BEAM CONSTRUCTION & MANAGEMENT, LLC FOR VALUE RECEIVED, the undersigned, , an Oregon limited liability company ("Borrower") whose address is 1001 SE Water Avenue, #120, Portland, Oregon 97214, THE URBAN RENEWAL AGENCY OF THE CITY OF EUGENE, hereby promises to pay to the order of a municipal corporation of the State of Oregon, ("Lender"), whose address is 777 Pearl Street, Eugene, Oregon 97401, or its assignee, the principal sum of FOUR HUNDRED SEVENTY THOUSAND and NO/100 DOLLARS ($470,000), together with interest thereon as hereinafter provided. 1.PAYMENTS No payments shall be due hereunder until the Maturity Date. 2.MATURITY DATE The unpaid principal balance, accrued but unpaid interest thereon, and other amounts remaining due under this Note shall be due and payable on the date (the “Maturity Date”) which is the earlier of: (i) July 7, 2008; (ii) the date of the closing of Borrower’s acquisition of real property contemplated by the Purchase and Sale Agreement between Borrower and Lender dated as of even date herewith; and (iii) the acceleration of Borrower’s obligations hereunder pursuant to paragraph 8 of this Note. 3.PREPAYMENT This Note may be prepaid at any time without premium or penalty. 4.PLACE OF PAYMENT All payments shall be made to Lender at P.O. Box 1967, Eugene, Oregon 97440, Attn: Finance Department, or such other place as Lender may from time to time designate in writing. 5.SECURITY This Note is secured by a Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing ("Deed of Trust") on certain real and personal property owned by [Historic Fairmount, LLC (“Fairmount”)] and located in Multnomah County, Oregon dated as of even date herewith. The terms of the Deed of Trust are incorporated herein and made a part hereof by reference. [This Note is also secured by membership interests in Fairmount pledged by Bradley and Elizabeth Malsin pursuant to a Membership Pledge Agreement dated as of even date herewith.] 6.DEFAULT Each of the following shall be an “Event of Default” hereunder: (a) a default in the payment of any amount due hereunder on the due date, or (ii) a default in the performance of any non-monetary obligation or non-monetary covenant contained herein or in the Deed of Trust, and such default or breach is not cured within any applicable cure period. 7.ACCELERATION; REMEDIES If an Event of Default exists, at the election of Lender, without further notice, the unpaid principal sum, together with accrued and unpaid interest thereon evidenced by this Note, shall at once become due and payable and shall bear interest at the rate of twelve percent (12%) per annum. Without limiting the foregoing right and without limiting any other rights and remedies of Lender at law or in equity, Lender is also entitled to the rights and Page - 41