Ronald B. and Annette C. Talmage - Page 44




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                    (g) As a principal, the undersigned hereby agree                  
                    that in keeping with the original intent of the                   
                    50/50 joint-venture for the ownership and                         
                    development of the RiverCliff Farm property--that                 
                    Ronald should be left with a minimum a perpetual                  
                    use of the RiverCliff Farm property, at least                     
                    through the duration of his life.  It is the                      
                    desire of NCPL to have Ronald act as the resident                 
                    manager of the RiverCliff Farm property, and as                   
                    such NCPL pledges to provide Ronald and his spouse                
                    Annette, with residence there as long as he                       
                    remains in the employ or affiliated with NCPL.                    
                    (h) The precise “formula” for this continuing                     
                    joint-venture and employer-employee arrangement                   
                    with regards to the RiverCliff Farm property,                     
                    shall be driven by advice from Counsel as to the                  
                    best possible solution for all of the above                       
                    issues.                                                           
                    (i) It is the intent of NCPL to make regular use of the           
                    RiverCliff Farm property for company, NCPL shareholder            
                    and corporate client recreation and conference                    
                    purposes.  Further, NCPL officers and shareholders                
                    intend to place various items of ownership (i.e.,                 
                    horses, dogs, vehicles, art pieces etc.) on the                   
                    premises, for enjoyment by it’s officers and associates           
                    from time to time.                                                
                    (j) It is the intent of NCPL and Ronald, that Ronald              
                    will remain in the employ of NCPL and Ronald will                 
                    continue to advise NCPL on various business and asset             
                    management matters as per to date, and as new                     
                    opportunities present themselves in the future.                   
                    (k) It is agreed that this process of title transfer              
                    and formalization of the above arrangements shall be              
                    accomplished in conjunction with the requirements of              
                    payment of the remaining obligation to Ronald’s former            
                    spouse Kumiko, with all necessary documentation and due           
                    process accomplished no later than the 31st of January            
                    2005.                                                             
                    (l) It is agreed that various contracts, notices,                 
                    filings and recordations will be part of this                     
                    formalization process, and both NCPL and Ronald agree             
                    to cooperate in the completion of any and all required.           







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