Item A: Beam Development Purchase and Sale Agreement Terms

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E. Due to a number of circumstances beyond the control of Agency or Beam, the negotiations related to Beam’s acquisition and redevelopment of the Property continued beyond the date set forth in the MOU. F. Pursuant to the option agreements, Agency has exercised its right to purchase the Property. The option agreements require Agency to have made nonrefundable deposits totaling Five Hundred Twenty Thousand Dollars ($520,000) by May 23, 2008 and to acquire the Property by July 7, 2008. G. As of the Effective Date, Beam executed and delivered this Agreement. But for the parties entering into this Agreement, Agency would have terminated its rights to buy the Property prior to May 23, 2008, thereby entitling Agency to a return of the majority of the Agency’s option payments. H. Beam’s execution of this Agreement and the completion of the Project according to the terms of this Agreement are material inducements to Agency’s acquisition of the Property and funding of the Loans. A GREEMENT 1. D. Unless proper nouns or otherwise defined herein, capitalized terms used in EFINITIONS this Agreement will have following meanings: “AL” 1.1 means, collectively, the loans in the aggregate principal CQUISITION OAN amount of Three Million Five Hundred Fifty Thousand Dollars ($3,550,000) made by Agency to Beam pursuant to the Loan Documents and to be used by Beam to acquire the Property and repay the Earnest Money Loan. The terms of the Acquisition Loan are set Exhibit E-1 forth in . “AN” 1.2 means the promissory notes made by Beam in favor of CQUISITION OTES Agency evidencing the Acquisition Loan. “BEDI” 1.3 means the Brownfields Economic Development Initiative, a grant program of the US Department of Housing and Urban Development. “B’CC” 1.4 means one-half (1/2) of the Escrow Agent’s fees and UYERS LOSING OSTS costs of Closing plus all other taxes and payments which Buyer is to make at Closing as described in this Agreement. “CCB” 1.5 means the building located on the Centre ENTRE OURT UILDING Court/Vacant Lot Property, generally consisting of approximately 74,000 square feet in five (5) above grade and one (1) below grade floors. “CC/VLCL” 1.6 means the loans of up to ENTRE OURTACANT OT ONSTRUCTION OAN Six Million Five Hundred Thousand Dollars ($6,500,000) that may be made by City or Agency to Beam, depending upon the availability of funds from HUD under its Section 108 Loan Guarantee and BEDI grant programs, and applied by Beam toward the Page 2 - PURCHASE AND SALE AGREEMENT – DRAFT #3 (20 May 2008)