Ronald B. and Annette C. Talmage - Page 11




                                        - 11 -                                        
               -the undersigned agree to the following terms:-                        
               (1) Lender shall provide a line of credit to Borrower                  
               to facilitate the development, renovation and                          
               construction of various facilities and improvements on                 
               The Property.                                                          
               (2) The precise amount loaned shall be dictated by the                 
               direct construction costs incurred in the production of                
               these facilities on The Property.                                      
               (3) Billings will be made by A.C. Schommer & Sons                      
               (“Construction/Contractor”) directly to the Lender, and                
               Lender shall remit such payments directly to the                       
               Construction/Contractor accordingly.                                   
               All sums to be loaned must be conducted as payments in                 
               response to a direct billing by                                        
               Construction/Contractor.                                               
               (4) The total to be loaned shall be calculated from                    
               time to time in accordance with budgets and needs for                  
               the proposed improvements on The Property, and by                      
               mutual counsel and consent of both Lender and Borrower.                
               A confirmation document showing the amount loaned to                   
               date shall be provided by Lender and agreed to by                      
               Borrower from time to time.                                            
               Upon final completion of all of the agreed to                          
               improvements on The Property (projected to be Summer of                
               2001), a final statement shall be issued by the Lender,                
               showing the total sum loaned, at which time this shall                 
               be countersigned in agreement by the Borrower.                         
               (5) Repayment of the sum loaned shall begin precisely                  
               Five-years from the date of this agreement, being no                   
               later than January 25, 2004.  Repayment shall be in                    
               accordance with an amortization schedule that Lender                   
               shall provide Borrower on or by that date of initial                   
               repayment.                                                             
               (6) Interest shall be accrued at the rate of 5.25% per                 
               annum, and shall be payable in accordance with the                     
               amortization schedule to be provided by Lender.                        
               (7) Security on the loaned funds shall be in the form                  
               of, firstly, a lien on Ronald’s salary as paid by New                  
               Century Properties Limited, and secondly, at an                        
               appropriate time, a mortgage or lien on The Property.                  
               It is understood at the time of this signing however,                  





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