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									                                                            Contract#: ~(., 8-1

                        STATE OF OKLAHOMA
              PURCHASE AND REDEVELOPMENT AGREEMENT

THIS PURCHASE AGREEMENT ("Contract," "Agreement," or "Purchase
Agreement") is entered into effective March L, 2007 ("Effective Date"), by and
between the Commissioners of the Land Office of the State of Oklahoma as
Administrator of the Oklahoma School Lands Trust ("CLO"), and Pointe Vista
Development, L.L.C., its successors and assigns ("Buyer").

       1.     Definitions. The following capitalized terms used in this Contract
shall have the meanings indicated below:

               (a)    Appurtenances. Section 2(c).

              (b)    Area A Property. All Property located north of the centerline
of the right-of-way for Highway 70 and shown as Area "A" on Exhibit C to this
Contract, consisting of approximately 522.72 acres.

              (c)    Area B Property. All Property located south of the centerline
of the right-of-way for Highway 70 and shown as Area "B" on Exhibit C to this
Contract, consisting of approximately 227.36 acres.

               (d)    Area A Purchase Price. Section 3(b).

               (e)    Area B Purchase Price. Section 3(b).

               (f)    Assignment and Assumption of Leases.        Section 10(a)(3);
Exhibit I.

               (g)    Assumption of Tourism Agreements. Section 9(a)(4); Exhibit


              (h)     Assignment and Assumption of Water Rights.           Section
9(a)(3); Exhibit J.

               (i)    Bank. Section 3(d).

               (j)    Bill of Sale. Section 9(a)(2); Exhibit H.

               (k)    Compliance Requirements. Section 14.

               (I)    Corps of Engineers.       The United States Army Corps of
Engineers.

               (m)    Default Rate. Section 4(c).


03/01/07
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             (n)     Deposit. Section 3(a)(i).

             (0)     Development Requirements. Section 13.

              (p)     Effective Date. The last date upon which this Purchase
Agreement is executed by CLO and Buyer as evidenced by the dates below the
parties' signatures on this Contract, which Effective Date shall be inserted in the
first paragraph of this Contract by the last party to sign this Contract.

             (q)     Escrow Funds. Section 3(d).

             (r)     Exception Documents. Section 6(c)(i).

             (s)     First Closing. Section 3(c).

             (t)     Initial Plans. Section 13(b).

             (u)     Initial Title Commitment. Section 6(c)(i).

             (v)     Land. Section 2(a).

             (w)     Leases. Section 2(e).

             (x)     Letter of Credit. Section 26.

             (y)     Improvements. Section 2(b).

             (z)     New Exceptions. Section 6(c)(iv).

              (aa)   Permitted Title Exceptions. Section 6(c)(iii).

              (bb)   Propertv. Section 2.

              (cc)   Purchase Price. Section 3(a).

              (dd)   Quit Claim Deed or Patent. Section 9(a)(1); Exhibit G

             (ee)    Reversionarv Propertv. Section 18.

              (ff)   Reversionarv Interest. Section 18.

              (gg)   Revised Title Commitment. Section 6(c)(i).

              (hh)   Second Closing. Section 3(d).

              (ii)   Survey. Section 6(c)(2).

              @      Tangible Personal Property. Section 2(d).


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             (kk)   Title Company. Section 6(c)(i).

             (II)   Title Objections. Section 6(c)(iii).

             (mm) Title Policy. Section 6(c)(i).

             (nn)   Tourism Agreements. Section 2.

             (00)   Water Rights. Section 2(f).

      2.     Purchase and Sale of ProDertv. Subject to and upon the terms
and conditions set forth in this Contract, CLO hereby agrees to sell and convey to
Buyer, and Buyer hereby agrees to purchase from CLO:

               (a)   Certain tracts of real property consisting of 750.08 acres,
more or less, situated in Marshall County, Oklahoma, and more fully described in
Exhibits "A" and "B" containing legal descriptions and also depicted on Exhibit
"C" consisting of a map, attached and made a part of this Purchase Agreement
(the "Land"), LESS AND EXCEPT any interest in and to the oil, gas and other
minerals held by the CLO at the time of sale or previously reserved or conveyed
of record, and SUBJECT TO             those encumbrances, prior reservations,
conveyances and other matters that, under the terms of Section 6(c) of this
Contract, will be Permitted Title Exceptions; and

             (b)     All residences and other structures and improvements in,
upon and under the Land (the "Improvements") or situated on the Property as of
the date hereof; and

             (c)     All of the appurtenances belonging to the Land and all of
CLO's right, title and interest in and to all streets, alleys and other public or
private ways adjacent to the Land, before or after vacations (the
"Appurtenances"); and

              (d)  Those certain appliances, equipment, furnishings, and other
items of tangible personal property more particularly described on Exhibit "D"
attached and made a part of this Purchase Agreement (the ''Tangible Personal
Property"); and

               (e)   Assignments of the following cell tower leases (the
"Leases"), which are located on the Area B Property: (i) Choice Wireless, L.C.,
and (ii) Cellco Partnership d/b/a Verizon Wireless; and

             (f)  Assignments of all CLO owned water rights associated with
the Property ("Water Rights"), which, with reference to the Area A Property,
includes approximately 800 acre feet of annual water rights under the following
permits and agreements:        (1) Stream Water Permit        #1956-078B for


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approximately 103 1/3 acre feet associated with the Area A Property, (2) Stream
Water Permit # 1982-062 for approximately 1462/3 acre feet associated with the
Area A Property, (3) Stream Water Permit # 1997-008 for 275 acre feet
associated with the Area A Property, and (4) an agreement with the United
States Army Corps of Engineers (the "Corps of Engineers") for 275 acre feet.
The parties acknowledge that these assignments will require the approval of the
Oklahoma Water Resources Board or the Corps of Engineers. The approvals
are expected to take several months to accomplish. During the assignment
application period, Buyer may access and use the Water Rights to be assigned
to the extent allowed by law. The CLO will initiate the process for obtaining
approval of such assignments after this Contract has been fully executed by both
parties, and will perform all legally required acts to obtain approval of these
assignments no later than six months after the First Closing. If the CLO is unable
to obtain approval of the assignments of the Water Rights associated with the
Area A Property by one year after the First Closing date, Buyer shall have the
right, at Buyer's option, to either (a) rescind this Agreement, transfer title to the
Area A Property back to the CLO, and receive a refund of the Deposit, the First
Closing Payment, and all other installments of the Purchase Price that Buyer has
paid to the CLO, or (b) extend the deadline for approval of the Water Rights
assignments. Upon the transfer of the Area B Property, the CLO will transfer
(1) Stream Water Permit # 1956-078B for approximately 51 2/3 acre feet
associated with the Area B Property and (2) Stream Water Permit # 1982-062 for
approximately 73 1/3 acre feet associated with that property under the same time
requirements specified above after the Second Closing.

The Land, the Improvements, the Appurtenances, the Tangible Personal
Property, the Leases, and the Water Rights are collectively referred to herein as
the "Propertv".

In addition, Buyer agrees to assume the CLO's obligations under and agrees to
be bound by the CLO's existing agreements with the Oklahoma Tourism and
Recreation Department ("Tourism") attached as Exhibit H to this Purchase
Agreement (the "Tourism Agreements"), to the extent the Tourism Agreements
pertain to existing cost sharing of maintenance, allowance of easements and
access to the Property. Buyer understands and acknowledges that, under
applicable law, Tourism cannot continue providing maintenance or other services
for the Property after Buyer receives title to the Property; accordingly, Buyer will
not be required to assume any obligations to retain or pay Tourism for such
services.

       3.     Purchase Price, Price Allocation and Closings.

             (a)     Purchase Price. Subject to the adjustments and prorations
described in this Contract, the cash price payable to CLO for the Property
("Purchase Price") is $14,600,000.00, to be paid as follows:


                                         4
                    (I)  Prior to the execution of this Contract, Buyer
deposited with the CLO the amount of Fifty Thousand Dollars ($50,000.00) (the
"Deposit"). The Deposit shall be applied to the Area A Purchase Price at the
First Closing.

                    (ii)  At the First Closing, Buyer shall pay the CLO the
amount of Five Million Five Hundred Fifty Thousand Dollars ($5,550,000.00) in
immediately available funds by certified check or wire transfer (the "First Closing
Payment"), which shall be applied to the Area A Purchase Price.

                   (iii) After the First Closing, the unpaid balance of the
Purchase Price owed by Buyer (Item (a) less Items (a)(i) and (a)(ii» will be
$9,000,000.00, which shall be paid by Buyer as provided in Section 4 of this
Contract.

              (b)     Purchase Price Allocation.    The Purchase Price will be
allocated as follows:

                    (i)   All property located north of the centerline of the right-
of-way for Hwy. 70 and shown as Area 'A' on Exhibit "C" (the "Area A Property") -
$10,174,740.00 (the "Area A Purchase Price")

                     (ii)  All Property located south of the centerline of the
 right-of-way for Hwy. 70 and shown as Area 'B' on Exhibit "C" (the "Area B
 Property") - $4,425,260.00 (the "Area B Purchase Price")

The Deposit, the First Closing Payment, and payments 1, 2, 3 and 4 set out
below in Section 4 (totaling $10,174,740.00) will be allocated for the purchase of
the Area A Property. All remaining payments (totaling $4,425,260.00) will be
allocated for purchase of the Area B Property.

                (c)   First Closing.    The consummation of the transactions
contemplated by this Purchase Agreement with respect to the CLO's transfer and
conveyance of the Area A Property to Buyer (the "First Closing") shall occur
within thirty (30) days after Buyer's Title Objections concerning the Area A
Property have been satisfied or waived as provided in Section 6(c)(iii) (or on such
later date as the parties designate by mutual agreement) in the offices of Buyers
Closing Agent, or at such other place as may be mutually agreed upon by the
parties. At or before the First Closing, the parties shall take such actions and
deliver to the other such instruments, items, and documents as are necessary to
carry out the purposes of this Contract. At the First Closing, the CLO will convey
title to the Area A Property to Buyer, and Buyer will deliver to the CLO a Letter of
Credit in the amount of the unpaid balance of the Area A Purchase Price plus
$1,000,000.00, as security for Buyer's obligation to make installment payments



                                         5
on the dates and in the amounts specified in Section 4(a) of this Agreement. The
other actions to be performed and the instruments, items, and documents to be
delivered at the First Closing shall include, without limitation, those described in
Section 9 of this Agreement. Provided that Buyer's Title Objections regarding the
Area A Property have been satisfied or waived by such date as provided in
Section 6(c)(iii) of this Agreement and provided that all other conditions to the
First Closing have been satisfied or waived by such date as provided in Section 7
of this Agreement, the First Closing shall be held not later than 5:00 p.m.,
October 31, 2007. If all conditions to the First Closing have not been satisfied or
waived by such date, the Parties shall by separate agreement extend this
deadline.

              (d)    Escrow Funds. At the First Closing, Buyer shall deposit
Three Hundred Fifty Thousand Dollars ($350,000.00) (the "Escrow Funds") into
an escrow account, pursuant to an escrow agreement (the form of which is
attached as Exhibit "M" hereto), at the CLO's custodial bank, Bank of Oklahoma
("Bank"). The Escrow Funds shall be held in a separate, interest bearing
account, with the interest building in the account, and shall not be commingled
with any funds or accounts of the CLO. If the Second Closing occurs within the
time period specified in subsection 3(e) below, then the Escrow Funds, including
interest accrued thereon, shall be returned to Buyer. If the Second Closing does
not occur within the time period specified in subsection 3(e) below, due to title
problems or for some other reason and Buyer fails to agree to an extension of
the Second Closing, then the Bank shall be instructed to disburse the Escrow
Funds (including interest thereon) to the CLO as a penalty for Buyer's failure to
close on the Area B Property, this Agreement shall be terminated as to the Area
B Property, and the CLO may otherwise dispose of the Area B Property.

               (e)    Second Closing. Provided that Buyer's Title Objections
concerning the Area B Property have been satisfied or waived as provided in
Section 6(c)(iii), the consummation of the transactions contemplated by this
Contract with respect to the CLO's transfer and conveyance of the Area B
Property to Buyer (the "Second Closing") shall occur 180 days after the
Reversionary Interest is extinguished, as provided in Section 18 of this Contract.
Buyer, at Buyer's option, may elect to accelerate the Second Closing to an earlier
date. At or before the Second Closing, the parties shall take such actions and
deliver to the other such instruments, items, and documents as are necessary to
carry out the purposes of this Contract. At the Second Closing, the CLO will
convey title to the Area B Property to Buyer, and Buyer will deliver to the CLO a
replacement Letter of Credit in the amount of the unpaid balance of the Area A
Purchase Price and the Area B Purchase Price, plus $1,000,000.00, as security
for Buyer's obligation to make installment payments on the dates and in the
amounts specified in Section 4(a) and (b) of this Agreement. The other actions
to be performed and the instruments, items, and documents to be delivered at
the Second Closing shall include, without limitation, those described in Section



                                         6
10 of this Agreement. If the Reversionary Interest is not extinguished in
accordance with the terms of Section 18, Buyer shall be released from any
obligation to purchase the Area B Property and there will be no Second Closing.

       4.     Payments after First Closing.

               (a)   Area A Property. After the First Closing, the unpaid balance
of the Area A Purchase Price due under this Contract shall be due and payable
in four installments as set out below (unless Buyer elects to prepay all or any of
these amounts as provided in Section 5 of this Contract):

                     (i)     Payment #1 - Due and payable on the first
                             anniversary date of the First Closing: $1,000,000.00

                     (ii)    Payment #2 - Due and payable on the second
                             anniversary date of the First Closing: $1,000,000.00

                     (iii)   Payment #3 - Due and payable on the third
                             anniversary date of the First Closing: $1,000,000.00

                     (iv)    Payment # 4 (remaining balance of Area A Purchase
                             Price) - Due and payable on the fourth anniversary
                             date of the First Closing: $1.574.740.00.

              (b)   Area B Prooertv.        Provided that clear title to the
Reversionary Property referenced in Section 18, in a form satisfactory to the Title
Company, is deliverable to Buyer in accordance with the terms of this
Agreement, the Area B Purchase Price shall be due and payable in two
installments as set out below (unless Buyer elects to prepay all or any of these
amounts as provided in Section 5 of this Contract):

                      (i)    Payment #5 - Due and payable on the fifth
                             anniversary date of the First Closing: $2,212.630.00

                     (ii)    Payment #6 - Due and payable on the sixth
                             anniversary date of the First Closing: $2.212.630.00.

If clear title to the Reversionary Property in a form satisfactory to the Title
Company is not deliverable to Buyer in accordance with the terms of Section 18,
Buyer shall have no obligation to make such payments.

              (c)    Interest on Late Payments. Any payment or other amount
payable to CLO under this Purchase Agreement not received by CLO on or
before its due date or adjusted due date, if applicable, shall bear interest from the
due date or adjusted due date until paid at the rate of sixteen percent (16%) per



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annum (the "Default Rate"). At CLO's option, payment of such interest shall be a
condition precedent to curing any default. All payments will be applied first to the
interest accrued on the delinquent payment and the remainder to the then unpaid
balance of the Purchase Price. Each such installment shall be due and payable
to CLO at CLO's mailing address set forth herein.

        5.    Prepayment. It is expressly understood and agreed that at any
time after the First Closing and from time to time, Buyer shall be entitled to
prepay the unpaid balance of the Purchase Price, either in whole or in part and
without premium or penalty of any kind. Any partial prepayments shall be applied
to the unpaid balance of the Purchase Price in the next sequential order of
installment payments due as set forth in Section 4 of this Contract. No discount
shall be given for any prepayment.

       6.     Buyer's Review, Access to Property, Title Matters.

              (a)    Buyer's Due Diligence. Buyer acknowledges that prior to the
Effective Date of this Agreement Buyer has had an opportunity to review
documents provided by the CLO and undertake additional due diligence with
respect to the Property, including conducting environmental, engineering and
other physical inspections and tests, to the extent deemed necessary by Buyer to
enable Buyer to evaluate its purchase of the Property. Provided that (i) CLO can
deliver clear, marketable, fee simple title to the Property, subject only to
Permitted Title Exceptions as provided in Section 6(c) of this Contract, and (ii)
there is no material adverse change in the condition of the Area A Property or the
Area B Property prior to the First Closing or the Second Closing, as applicable,
Buyer hereby confirms that the Property is acceptable to Buyer.

               (b)    Buyer's Access to the Property Prior to Closing. During the
period of time from and after the Effective Date of this Contract until the First
Closing or the Second Closing, as applicable, the CLO will continue to provide
Buyer and its consultants and representatives access to the Property at
reasonable times for development and planning purposes and for purposes of
conducting any additional environmental, engineering and other physical
inspections and tests as Buyer, at Buyer's sole cost and expense, desires to
conduct. Buyer covenants and agrees that in making any such inspections or
tests or conducting other activities on the Property, Buyer and its agents (i) will
not interfere with the activities of the CLO or its invitees, or any persons providing
service at the Property; (ii) will carry, or will cause its consultants and contractors
to carry, liability insurance in an amount not less than One Million Dollars
($1,000,000) combined single limit for bodily injury and property damage
covering any and all liability arising out of any activities, investigations or tests
conducted by Buyer or its agents (including consultants and contractors), and will
deliver or cause to be delivered to CLO proof of such insurance; (iii) will indemnify,
defend and hold the CLO harmless from all claims or costs arising or resulting



                                          8
from any activities of Buyer on the Area B Property, and (iv) will promptly repair
any physical damage caused by the inspections and tests, restoring the Property
as nearly as practical to the condition existing immediately prior to Buyer's entry
on the Property. These obligations shall survive any termination of this Contract.
Buyer shall give the CLO reasonable prior notice of its intention to conduct any
additional inspections or tests on the Property, and the CLO reserves the right to
have a representative present. Buyer agrees to provide the CLO with a copy of
any inspection or test report upon the CLO's written request and at the CLO's
expense.

             (c)    Title to the Property.

                     (i)    Title Commitment. Prior to the Effective Date of this
Contract, Buyer obtained and delivered to CLO a preliminary commitment (the
"Initial Title Commitment") for an owner's policy of title insurance to be issued by
a licensed title company (the "Title Company") covering the Property, naming
Buyer as the insured, stating the Purchase Price as the policy amount, and
showing the CLO in title (the "Title Policy"). Concurrently with the Initial Title
Commitment, the Title Company also delivered to CLO and Buyer copies of
documents that are the basis for requirements or exceptions to coverage in the
Initial Title Commitment (collectively, the "Exception Documents"). CLO, at its
expense, agrees to obtain the additional and supplemental abstracts of the
Property that are specified as requirements in Schedule B-1 of the Initial Title
Commitment.       Upon the Title Company's receipt of such additional and
supplemental abstracts of the Property, Buyer will request the Title Company to
prepare a revised title commitment (the "Revised Title Commitment") and deliver
the Revised Title Commitment to Buyer and CLO, together with any additional
Exception Documents referenced in the Revised Title Commitment.

                    (ii)   Survey. As soon as practicable after the issuance of
the Revised Title Commitment, Buyer, at Buyer's expense, will obtain and deliver
to CLO an ALTA survey covering the Property issued by a licensed surveyor (the
"Survey"). The Survey shall be sufficient to permit the Title Company to delete
the standard printed exceptions in the Title Policy pertaining to matters that
would be disclosed by an accurate survey of the Property. The Survey shall be
dated as of a date on or after the Effective Date, and shall contain a certification
that complies with ALTA standards and is otherwise acceptable to Buyer and the
Title Company.

                     (iii)  Review. Within fifteen (15) days after Buyer's receipt
of the last of the Revised Title Commitment (including any additional Exception
Documents referenced in the Revised Title Commitment) and Survey, Buyer
shall notify CLO in writing of any objections Buyer has to any matters appearing
or referenced in the Revised Title Commitment or Survey ("Title Objections").
Any exceptions or other matters in the Revised Title Commitment or Survey to
which Buyer does not object in writing shall be deemed to be permitted


                                         9
exceptions to CLO's title (the "Permitted Title Exceptions"). With regard to Title
Objections pertaining to the Area A Property, CLO shall have until the First
Closing within which to cure such objections. With regard to Title Objections
pertaining to the Area B Property, CLO shall have until the Second Closing within
which to cure such objections. If the CLO is unable or unwilling to cure Buyer's
objections to any items that would prevent Buyer from obtaining marketable title
to the Area A Property or Area B Property, as applicable, the CLO shall so notify
Buyer in writing within (15) business days after receipt of Buyer's Title Objections
and Buyer may, at Buyer's option, either (a) waive its Title Objections and
purchase the Area A Property or the Area B Property, as applicable, subject to
such title defects, in which event the Purchase Price for such Property shall be
reduced by the amount of the actual costs of curing such title defects, or (b)
terminate this Contract, in which event CLO shall return the Deposit to Buyer (if
such termination occurs prior to the First Closing) and neither party shall have
any further obligations hereunder, except as expressly provided in this Contract.

              (iv)    Objections to New Exceptions Affecting Area B Property.
Prior to the Second Closing, Buyer shall have the right to obtain an updated Title
Commitment and Survey for the Area B Property. At least sixty (60) days prior to
the Second Closing, Buyer shall notify the CLO in writing of any objections Buyer
has to any matters appearing or referred to in the updated Title Commitment or
Survey that were not included or identified in the Revised Title commitment or
Survey obtained by Buyer prior to the First Closing ("New Exceptions"). With
regard to any New Exceptions to which Buyer does so object, the CLO shall have
until the Second Closing within which to cure such objections. If the CLO is
unable or unwilling to cure Buyer's objections to any items that would prevent
Buyer from obtaining marketable title to the Area B Property, the CLO shall so
notify Buyer in writing at least fifteen (15) business days after receipt of Buyer's
Title Objections, in which event Buyer, at its option, and as its exclusive remedy,
may (a) waive its Title Objections and purchase the Area B Property subject to
such title defects, in which event the Purchase Price for such Property shall be
reduced by the amount of the actual costs of curing such title defects, or (b)
terminate this Purchase Agreement as to the Area B Property.

              (d)    Maintenance of Property Pending Closing. Between the
Effective Date hereof and the First Closing or the Second Closing, as applicable,
CLO shall (i) send Buyer copies of any and all notices from any governmental
authority received by CLO concerning the Area A Property or the Area B
Property; (ii) provide financial statements for expenses and revenues from
operation of the golf courses; (iii) not enter into any new leases, easements or
other agreements affecting the Area A Property or the Area B Property without
the prior consent of Buyer; (iv) maintain the condition of the Area A Property and
the Area B Property in substantially the same manner in which CLO has
maintained such Property prior to the Effective Date of this Contract; and (v) not
take any action or fail to take any action that may constitute a default by CLO



                                        10
under the terms of the Tourism Agreements, the Water Permits, the Leases, or
any other agreement relating to the ownership, use, or operation of the Property.

       7.     Conditions Precedent to First Closing.

              (a)     Conditions Precedent to Buyer's Obligations.           Buyer's
obligations to consummate the transactions contemplated by this Purchase
Agreement at the First Closing shall be subject to satisfaction or performance of the
following conditions, any of which Buyer may waive in writing:

                   (1)     Performance of Obligations. CLO shall have fully and
completely performed all of its obligations under this Contract relating to the Area
A Property, including, without limitation, making the deliveries required by
Section 9(a);

                    (2)   Consents. Except as otherwise provided in Section 2
with respect to consents to assignments of Water Rights, any third party
consents required to consummate the transactions contemplated hereby with
respect to the Area A Property shall have been obtained;

                     (3) No Litigation.   No investigation, action, suit, or
proceeding shall be pending or threatened before any court or governmental
body which seeks to restrain, prohibit, or challenge or interfere with the
consummation of the transactions contemplated by this Contract with respect to
the Area A Property;

                    (4)     Title Policy. The Title Company shall be prepared to
issue an owner's policy of title insurance to Buyer for the Land located in Area A
in conformity with the Revised Title Commitment and subject only to the
Permitted Title Exceptions; and

                    (5)     Letter of Credit. The CLO and Buyer shall have
approved the terms of the Letter of Credit to be issued at the First Closing, as
provided in Section 26 of this Agreement.

              (b)    Conditions Precedent to the CLO's Obligations. The CLO's
obligations to consummate the transactions contemplated by this Contract at the
First Closing shall be subject to the satisfaction and performance of the following
conditions, any of which the CLO may waive in writing:

                    (1)     Performance of Obligations. Buyer shall have fully
and completely performed its obligations under this Purchase Agreement with
respect to the Area A Property, including, without limitation, making the deliveries
required by Section 9(b); and




                                         11
                    (2)     Letter of Credit. The CLO and Buyer shall have
approved the terms of the Letter of Credit to be issued at the First Closing, as
provided in Section 26 of this Agreement.

             (c)    Satisfaction of Conditions.

                    (1)    Non-performance by Buyer.           If the conditions
precedent to Buyer's obligations set forth in Section 7(a) have been satisfied and
Buyer fails to consummate the transactions contemplated by this Contract to be
consummated at the First Closing, such failure shall constitute a default
hereunder and the CLO shall be entitled to exercise the remedies set forth in
Section 19(a) hereof.

                    (2)   Non-performance by the CLO.          If the conditions
precedent to the CLO's obligations set forth in Section 7(b) have been satisfied
and the CLO fails to consummate the transactions contemplated by this Contract
to be consummated at the First Closing, such failure shall constitute a default
hereunder and Buyer shall be entitled to exercise the remedies set forth in
Section 19(b) hereof.

      8.     Conditions Precedent to Second Closing.

              (a)    Conditions Precedent to Buyer's Obligations.       Buyer's
obligations to consummate the transactions contemplated by this Contract at the
Second Closing shall be subject to satisfaction or performance of the following
conditions, any of which Buyer may waive in writing:

                     (1)   Performance of Obligations. The CLO shall have
performed all of its obligations under this Contract relating to the Area B
Property, including, without limitation, making the deliveries required by Section
10(a) of this Purchase Agreement;

                      (2)  Extinguishment of Reversionarv Interest. The Rever-
sionary Interest to the Reversionary Property shall have been extinguished to the
satisfaction of Buyer and the Title Company as provided in Section 18 of this
Agreement;

                    (3)   Consents. Any third party consents required to
consummate the transactions contemplated hereby with respect to the Area B
Property shall have been obtained;

                      (4)  Tenant Estoooeis. The CLO shall have delivered to
Buyer tenant estoppel certificates in a form reasonably acceptable to Buyer duly
executed by all tenants under the Leases, each of which shall be dated within
thirty (30) days of the Second Closing Date;



                                       12
                     (5) No Litigation.   No investigation, action, suit, or
proceeding shall be pending or threatened before any court or governmental
body which seeks to restrain, prohibit, or challenge or interfere with the
consummation of the transactions contemplated by this Contract with respect to
the Area B Property;

                    (6)    Title Policy. The Title Company shall be prepared to
issue an owner's policy of title insurance to Buyer for the Land located in Area B
in conformity with the Revised Title Commitment and subject only to the
Permitted Title Exceptions; and

                    (7)     Letter of Credit. The CLO and Buyer shall have
approved the terms of the Letter of Credit to be issued at the Second Closing, as
provided in Section 26 of this Agreement.

              (b)    Conditions Precedent to the CLO's Obligations. The CLO's
obligations to consummate the transactions contemplated by this Contract at the
Second Closing shall be subject to the satisfaction and performance of the following
conditions, any of which the CLO may waive in writing:

                    (1)    Performance of Obligations. Buyer shall have fully
and completely performed its obligations under this Purchase Agreement with
respect to the Area B Property, including, without limitation, making the deliveries
required by Section 10(b) of this Agreement; and


                     (2)    Letter of Credit. The CLO and Buyer shall have
approved the terms of the Letter of Credit to be issued at the Second Closing, as
provided in Section 26 of this Agreement.

              (c)    Satisfaction of Conditions.

                    (1)    Non-performance by Buyer.           If the conditions
precedent to Buyer's obligations set forth in Section 8(a) have been satisfied and
Buyer fails to consummate the transactions contemplated by this Contract to be
consummated at the Second Closing, such failure shall constitute a default
hereunder and the CLO shall be entitled to exercise the remedies set forth in
Section20 hereof.

                    (2)   Non-performance by CLO.            If the conditions
precedent to the CLO's obligations set forth in Section 8(b) have been satisfied
and the CLO fails to consummate the transactions contemplated by this Contract
to be consummated at the Second Closing, such failure shall constitute a default




                                        13
hereunder and Buyer shall be entitled to exercise the remedies set forth in
Section 19(b) hereof.

      9.     First Closing.

               (a)    CLO's Acts and Deliveries. At the First Closing, the CLO
shall deliver, or cause to be delivered, the following to the Buyer:

                     (1)    A Quit Claim Deed or Patent in the form attached
hereto as Exhibit G that has been duly executed and acknowledged by the CLO,
conveying the Area A Land to Buyer, subject only to the Permitted Title
Exceptions. The Quit Claim Deed or Patent shall contain a use restriction
prohibiting any actual casino operations on the Area A Property for 20 years from
the date of issuance;

                    (2)    A Bill of Sale in the form attached hereto as Exhibit H
for the Tangible Personal Property that is part of the Area A Property;

                     (3)    An Assignment and Assumption of Water Rights
relating to the Area A Property in the form attached hereto as Exhibit J that has
been duly executed by the CLO, provided that all requisite approvals of such
assignment have been obtained prior to the date of the First Closing. If the CLO
has not obtained such approvals as of the date of the First Closing, the
Assignment and Assumption of Water Rights for the Area A Property shall be
executed and delivered by the CLO as soon as such approvals are obtained, but
in any event no later than one year after the First Closing, as provided in Section
2(f) of this Agreement;

                    (4)   An Assumption of Tourism Agreements in the form
attached hereto as Exhibit K that has been duly executed by the CLO, in which
Buyer will agree to assume the CLO's obligations under and agree to be bound
by the Tourism Agreements, as the Tourism Agreements pertain to existing cost
sharing of maintenance, allowance of easements and access to the Area A
Property;

                    (5)    Possession of the Area A Property;

                    (6)    An Escrow Agreement in the form attached hereto as
Exhibit M that has been duly executed; and

                    (7)   Such other documents and instruments as may
reasonably be required by Buyer, its counsel, or the Title Company and that may
be necessary to consummate the transfer and conveyance of the Area A
Property to Buyer.




                                        14
               (b)    Buyer's Acts and Deliveries. At the First Closing, Buyer shall
deliver, or cause to be delivered, the following to the CLO:

                    (1)    The First Closing Payment, as determined and
adjusted pursuant to this Contract, in readily available funds remitted to the Title
Company by wire transfer or certified check;

                     (2)    A Letter of Credit in the amount required by Section
26(a) of this Contract;

                    (3)    If all required approvals of such assignments have
been obtained prior to the date of the First Closing as provided in Section 2, an
Assignment and Assumption of Water Rights relating to the Area A Property in
the form attached hereto as Exhibit J that has been duly executed by Buyer;

                    (4)   An Assumption of Tourism Agreements in the form
attached hereto as Exhibit K that have been duly executed by Buyer, in which
Buyer will agree to assume the CLO's obligations under and agree to be bound
by the Tourism Agreements, as the Tourism Agreements pertain to existing cost
sharing of maintenance, allowance of easements and access to the Area A
Property;

                    (5)    An Escrow Agreement in the form attached hereto as
Exhibit M that has been duly executed; and

                   (6)    Such additional documents as might be reasonably
requested by the CLO, its counsel, or the Title Company to consummate the
transfer and conveyance of the Area A Property to Buyer.

       10.    Second Closing.

               (a)    CLO's Acts and Deliveries. At the Second Closing, the CLO
shall deliver, or cause to be delivered, the following to Buyer:

                   (1)     A Quit Claim Deed or Patent in the form attached
hereto as Exhibit G that has been duly executed and acknowledged by the CLO,
conveying the Area B Land to Buyer, subject only to the Permitted Title
Exceptions. The Quit Claim Deed shall contain a use restriction prohibiting any
actual casino operations on the Area B Property for 20 years from the date of
issuance;

                    (2)    A Bill of Sale in the form attached hereto as Exhibit H
for the Tangible Personal Property that is part of the Area B Property;

                    (3)    An Assignment and Assumption of Leases in the form
attached hereto as Exhibit I;



                                        15
                     (4)   An Assignment and Assumption of Water Rights
relating to the Area B Property in the form attached hereto as Exhibit J that has
been duly executed by the CLO; provided that all requisite approvals of such
assignment have been obtained prior to the date of the Second Closing. If the
CLO has not obtained such approvals as of the date of the Second Closing, the
Assignment and Assumption of Water Rights for the Area B Property shall be
executed and delivered as soon as such approvals are obtained, but in any event
no later than one year after the Second Closing, as provided in Section 2(f) of
this Agreement

                    (5)   An Assumption of Tourism Agreements in the form
attached hereto as Exhibit K that has been duly executed by the CLO, in which
Buyer will agree to assume the CLO's obligations under and agree to be bound
by the Tourism Agreements, as the Tourism Agreements pertain to existing cost
sharing of maintenance, allowance of easements and access to the Area B
Property;

                    (6)    Possession of the Area B Property; and

                    (7)   Such other documents and instruments as may
reasonably be required by Buyer, its counsel, or the Title Company and that may
be necessary to consummate the conveyance of the Area B Property to Buyer.

                (b)   Buyer's Acts and Deliveries. At the Second Closing, Buyer
shall deliver, or cause to be delivered, the following to the CLO:

                     (1)   A Letter of Credit in the amount required by Section
26(b) of this Purchase Agreement;

                    (2)    An Assignment and Assumption of Leases in the form
attached hereto as Exhibit I that has been duly executed by Buyer;

                    (3)   An Assignment and Assumption of Water Rights
relating to the Area B Property in the form attached hereto as Exhibit J (if all
required approvals of such assignments have been obtained prior to the date of
the Second Closing as provided in Section 2(f»)that has been duly executed by
Buyer;

                    (4)   An Assumption of Tourism Agreements in the form
attached hereto as Exhibit K that has been duly executed by Buyer, in which
Buyer will agree to assume the CLO's obligations under and agree to be bound
by the Tourism Agreements, as the Tourism Agreements pertain to existing cost
sharing of maintenance, allowance of easements and access to the Area B
Property; and




                                       16
                   (5)    Such additional documents as might be reasonably
requested by the CLO, its counsel, or the Title Company to consummate the
transfer and conveyance of the Area B Property to Buyer.

       11.     Encumbrances of Property by Buyer. Without CLO's prior
written consent, Buyer shall not obtain any financing secured by an encumbrance
on any of the Property not yet conveyed to Buyer, nor shall Buyer sell, transfer or
assign its rights to any Property not yet conveyed or Buyer's rights and interests
as a contract vendee under this Contract as to any Property not yet conveyed. It
is expressly understood and agreed that when CLO conveys the Area A Property
and the Area B Property to Buyer, such Property shall be free of any claims by
CLO except as expressed in this Agreement and CLO will execute any and all
documents to which Buyer is legally entitled and that are necessary to enable
Buyer's construction lender ("Lender") to obtain a first mortgage lien on such
conveyed Property. If required by Buyer's Lender, CLO will enter into an
agreement with respect to any Property that has been conveyed to Buyer,
pursuant to which CLO will agree that if the Lender becomes the owner of the
Property or the Property is sold by reason of non-judicial or judicial foreclosure or
other proceedings brought to enforce the Lender's first mortgage lien, or the
Property is conveyed by deed in lieu of foreclosure, the Lender or such other
third-party purchaser of the Property ("Purchaser"), as the case may be, shall be
bound to CLO under all the terms, covenants and conditions of this Contract and
CLO shall have the same remedies against Lender or such Purchaser for breach
of this Contract that CLO might have had against Buyer if Lender or such
Purchaser had not succeeded to the interest of Buyer; provided, however, that
Lender or such Purchaser shall not be liable or bound to CLO for the construction
of any improvements required under Section 13 of this Contract in the event
Lender or such Purchaser acquires title to the Property prior to full completion of
such improvements.

       12.    Assignments by Buyer.

               (a)     Prior to Buyer's payment in full of the Purchase Price, Buyer
shall not assign or transfer Buyer's interest in this Agreement, or any part therein,
without CLO's prior written consent, which shall not be unreasonably withheld,
conditioned or delayed. Additionally, prior to Buyer's payment in full of the
Purchase Price, Buyer shall not sell more than 5% of the voting units of Buyer
without prior written consent of the CLO, which consent shall also not be
unreasonably withheld, conditioned or delayed. As conditions precedent to
Buyer's right of assignment, Buyer shall give CLO reasonable notice of the
proposed assignment with documentation reasonably requested by CLO
concerning the proposed assignee, including background and financial
information, and the proposed assignee shall, in recordable form, expressly
assume all the covenants and conditions of this Agreement that pertain to the
rights or interests to be assigned. Buyer will be liable for the payments under this
Agreement and performance of all obligations under this Agreement that pertain


                                         17
to the rights or interests to be assigned until assignee is accepted by written
consent from CLO. Notwithstanding the foregoing, the limitation on Buyer's right
to assign Buyer's interest in this Agreement, or any part thereof, does not in any
way interfere with or limit Buyer's right to sell or lease individual sites within the
portion of the Property already conveyed to Buyer; Buyer shall at all times have
the right to sell or lease all or part of the portion of the Property already conveyed
to Buyer without CLO's consent.

              (b)    Upon Buyer's payment in full of the Purchase Price, Buyer
shall have the right to assign or transfer Buyer's interest in this Agreement, or
any part thereof, without CLO's consent.

       13.    Development Requirements: Approval Process.

(a)     Development Requirements. Buyer or Buyer's assigns shall develop and
construct, or cause to be developed and constructed, on or near the Property the
items set out below (each being a "Development Requirement") within eight (8)
years after the Reversionary Interest, referenced in Section 18, is removed from
the Area B Property by the filing of a removal of deed restriction with the Marshall
County Clerk's Office and such restriction is deleted from the Revised Title
Commitment. It is understood and agreed that Buyer is under no obligation to
purchase the Area B Property or to construct any of the Development
Requirements that are applicable to the Area B Property if clear title to the
Reversionary Property, referenced in Section 18, is not deliverable. However, if
Buyer purchases the Area A Property, Buyer shall be obligated to comply with
the Development Requirements that are applicable to the Area A Property by
developing and constructing such improvements on or near Area A, even if Buyer
does not purchase the Area B Property. Further, Buyer shall begin actual
development and construction of the Area A Development Requirements within
two years of the First Closing. If Buyer fails to do so, the CLO shall have the
right to seek specific performance to compel Buyer to commence such activities.

               The Area A Development Requirements (which may be developed
or constructed on the Area A Property or on other Property acquired by Buyer
that is contiguous with the Area A Property) shall be as follows:

       (1)    Install streets and infrastructure and sell to individual owners
              or building contractors lots for not less than 75 high end
              homes (defined as more than 2000 square feet per house)
              and not less than 75 smaller homes (consisting of less than
              2,000 square feet per house). Construction plans and
              materials quality will be set forth in restrictive covenants and
              shall be overseen by a board or committee to maintain the
              high standard of building on the Property.




                                         18
      (2)    One or more condominium complexes consisting of a
             number and quality of units capable of being supported by
             the target demographics, with no less than a total of 25 units
             in all complexes.

      (3)    Not less than 18 holes of championship golf of the same or
             higher quality as the currently-existing Chickasaw Pointe
             Golf Course, along with a state-of-the-art club house and
             practice facility. In determining the 18 hole count, the
             potentially redesigned Chickasaw Pointe Golf Course can be
             utilized.

      (4)    A Nature Park, which may include ropes course, zip lines,
             and a climbing wall.

      (5)    Hiking trails and/or walking trails and paths of at least one
             mile. The hiking trails may include Cross County and
             Mountain Bike trails.

      (6)    One restaurant     capable      of being   supported    by the
             demographics.

              The Area B Development Requirements (which may be developed
or constructed on the Area B Property or on other Property acquired by Buyer
that is contiguous with the Area B Property, including but not limited to the Area
A Property) shall be as follows:

      (1)    Not less than one high grade, four star, resort hotel (with not
             less than 250 rooms), indoor pool, convention center with
             meeting rooms, business center, spa, restaurant and gym
             (the "Hotel and Convention Center"). The star rating system
             to be used for comparison in this instance is attached as
             Exhibit F. For this Development Requirement only, Buyer
             shall endeavor to commence construction on the Hotel and
             Convention Center within two years after the Second
             Closing; however, Buyer shall have no penalty for failure to
             commence construction until three years after the Second
             Closing. Buyer shall substantially complete construction on
             the Hotel and Convention Center within six years after the
             Second Closing, provided that this time limit may be
             extended by the CLO to accommodate construction
             requirements and delays.

      (2)    Install streets and infrastructure and sell to individual owners
             or building contractors lots for not less than 50 high end



                                        19
             homes and not less than 50 smaller homes; provided,
             however, if Buyer increases the number of lots on or near
             the Area A Property, Buyer will have the right to offset such
             additional lots against the number of lots required for the
             Area B Property. Construction plans and materials quality
             will be set forth in restrictive covenants and shall be
             overseen by a board or committee to maintain the high
             standard of building on the Property.

      (3)    At least one condominium complex and more if desirable,
             consisting of a number and quality of units capable of being
             supported by the target demographics, with no less than a
             total of 125 units in all complexes; provided, however, if
             Buyer increases the number of units on or near the Area A
             Property, Buyer will have the right to offset such additional
             units against the number of units required for the Area B
             Property.

      (4)    Aquatic center of theme, size and quality to match the resort.
             The aquatic center must include mUltiple swimming pools,
             waterfall, snack bar, cabanas and children's playground.

      (5)    An Outdoor Recreation Center of proper theme and quality
             to match the resort. The Outdoor Recreation Center may
             include rental of sailboats, canoes, wave runners, kayaks,
             outdoor basketball court, and tennis courts.

      (6)    Hiking trails and/or walking trails and paths of at least one
             mile, totaling together with the trails and paths on the Area A
             Property at least 2 miles in length around or through the
             Property. The hiking trails may include Cross County and
             Mountain Bike trails.

      (7)    Restaurants and retail shops capable of being supported by
             the demographics. The quality and design of both should be
             complementary to the design and theme of the resort.

The failure of Buyer to provide any of Area A Development Requirements, or the
failure of Buyer to provide any of the Area B Development Requirements if the
Reversionary Interest is removed timely as provided in Section 18, shall be a
material breach of this Agreement. In the event one or more, or even part of one,
of the items above is not completed by Buyer as required, then the CLO shall be
entitled to specific performance to compel the Buyer to complete such
Development Requirement(s) within a commercially reasonable period of time.




                                       20
                (b)   Approval of Development Requirements.                Prior to
commencing construction of a Development Requirement, Buyer will submit
conceptual plans for such improvements ("Initial Plans") to the CLO's staff for its
review and approval. The CLO agrees that its staff will provide its approval of
Buyer's Initial Plans for each Development Requirement, or its written comments
specifying in detail any objections (accompanied by suggestions for revisions that
would make the same acceptable), not later than fifteen (15) days after receipt of
Buyer's Initial Plans. If the CLO's staff does not notify Buyer of any objections or
requests for changes to the Initial Plans within such time period, the CLO shall be
deemed to have approved the Initial Plans as presented. The parties agree to
diligently, in good faith, work to reach agreement on any objections or suggested
changes to the Initial Plans reasonably requested by the CLO's staff. Upon
completion of construction of the improvements constituting a Development
Requirement, Buyer shall give written notice to the CLO, and the CLO shall have
the right to inspect the constructed improvements within thirty (30) days after
receipt of such notice to confirm whether the improvements have been
constructed in a manner that is generally consistent with the Initial Plans. If the
improvements, as constructed, are generally consistent with the Initial Plans
approved by the CLO's staff, the CLO shall have no right to disapprove the
constructed improvements and, upon the request of Buyer, the CLO shall
execute a partial release of the Memorandum of Agreement, in recordable form,
confirming that such Development Requirement has been satisfied. The CLO
agrees that its staff will not unreasonably withhold or delay approval of the Initial
Plans for a Development Requirement or the as-constructed improvements. If
the parties are unable to mutually approve the Initial Plans for a Development
Requirement, or if the CLO's staff is unwilling to approve the as-built
improvements, the parties agree to submit such issue to the Commissioners of
the CLO or to the District Court of Oklahoma County.

         14.  Compliance Requirements. From such time as Buyer receives
title to and possession of the Property and until such time as the Development
Requirements have been satisfied, Buyer shall comply with all laws, regulations,
restrictive covenants and easements governing the occupancy and use of the
Property (the "Compliance Requirements").

       15.    Liens. Until such time as the Purchase Price has been paid in full,
Buyer promptly shall pay all undisputed sums to Buyer's contractors and
construction vendors, where the failure to do so may result in the attachment of a
tax, mechanic's, materialman's or other lien against the Property before such lien
may attach on land previously conveyed. CLO agrees that Buyer cannot control
the attachment of liens on disputed sums, but Buyer agrees as to Property that
has been conveyed to Buyer but for which Buyer has not yet paid the full
Purchase Price to the CLO, Buyer will promptly prOVide to the CLO any additional
security, bonds etc., requested in writing by CLO, sufficient to cover the disputed
lien amount on such Property in the event any such lien is attached.



                                         21
      16.     No Title Warranty to Property. Buyer understands and
acknowledges that the CLO is prohibited from warranting title to property by law
pursuant to the Oklahoma Constitution, Article X, Section 23.

       17.    Closing Costs: Prorations; Taxes, Assessments.

                (a)    Closing Costs. The CLO shall pay the CLO's accounting,
legal and other expenses associated with the transactions contemplated by this
Agreement, including any expenses associated with obtaining the additional and
supplemental abstracts required by the Initial Title Commitment, curing Buyer's
Title Objections, and obtaining the consents and approvals that are necessary in
order to assign the Leases, Tourism Agreements and Water Rights; and remove
the Reversionary Interest. Buyer shall pay all other expenses of closing the
transactions contemplated by this Agreement, including: (i) the cost of obtaining
the Title Commitments, including title examination costs of the Title Company; (ii)
the premium for the Title Policy (including the cost of any lender's title insurance
policy); (iii) Survey costs; (iv) documentary stamp taxes, if any, and the fees for
recording the Quit Claim Deeds or Patents; (v) the Title Company's fees for
closing the transactions contemplated by this Agreement; and (vi) Buyer's
accounting, legal and other expenses associated with the transactions
contemplated by this Agreement (including all fees and costs of Buyer's
inspecting architects, engineers, or other consultants).

               (b)    Rents. Rents under the Leases shall be prorated between
the CLO and Buyer as of the Second Closing based upon rents actually
collected. Any prepaid rents shall be credited to Buyer, to the extent same is
attributable to a period of time after the Second Closing.

              (c)    Taxes and Assessments. After the First Closing, all taxes,
general or special, and all other public or governmental charges or assessments
against the Area A Property which are or may be payable on an annual basis
(including assessments, liens or encumbrances for sewer, water, drainage or
other public improvements completed or commenced on or prior to the Effective
Date of this Agreement, or subsequently to this Agreement), are to be paid by
Buyer. After the Second Closing, all taxes, general or special, and all other
public or governmental charges or assessments against the Area B Property
which are or may be payable on an annual basis (including assessments, liens or
encumbrances for sewer, water, drainage or other public improvements
completed or commenced on or prior to the Effective Date of this Agreement, or
subsequently to this Agreement), are to be paid by Buyer.

      18.    Reversionary Property. Buyer acknowledges that approximately
27.58 acres of lakefront Property included in this sale as part of the Area B
Property and located south of St. Hwy. 70 and on which the existing State Lodge


                                        22
and cabins are located (the "Reversionary Property") is subject to a reversionary
interest in favor of the United States Government ("Reversionary Interest"). The
Reversionary Interest will be triggered if the Reversionary Property ceases being
used for public park purposes for two years. The Reversionary Property is
described as follows:

      (a) A tract or parcel of land situated in the NW Y. of Section 36,
      Township 6 South, Range 6 East of the Indian Meridian, Marshall
      County, Oklahoma, more particularly described as: Beginning at the
      Southeast Corner of the NE Y. NE Y. NW Y. NW Y. , Section 36;
      thence S. 00° 00'30" E. 331.14 feet; thence N. 89° 52' OO"E. 662.57
      feet; thence S. 00° 00'20" E. 662.28 feet; thence N. 89°52'00" E.
      662.53 feet; thence N. 45°00'25" 936.78 feet; thence N. 63° 33'48"
      W. 740.07 feet to point of beginning, containing 7.54 acres, more or
      less; and,

      (b) A tract of or parcel of land situated in the E Yo of Section 36,
      Township 6 South, Range 6 East of the Indian Meridian, Marshall
      County, Oklahoma, more particularly described as: Beginning at the
      Northeast corner of the SE Y. NW Y., Section 36; thence S.
      00°00'00" W. 306.62 feet, thence S. 49°27'40" E. 341 feet; thence
      S. 83°11'10" E. 862.83 feet; thence S. 41°45'10" E. 636.72 feet;
      thence S. 13°45'00" W. 193.53 feet; thence S. 21°45'20" E. 229.33
      feet; thence S. 76 °05'50" E. 416.19 feet; thence 08°54'00" W.
      452.46 feet; thence N. 67°43'20" E. 245.32 feet; thence N.
      26°47'00" W. 466.03 feet; thence N. 77°51'20" W. 646.46 feet;
      thence N. 68°47'40" W. 536.34 feet; thence S. 75°04'10'W.
      341.55 feet; thence N. 39°50'30" W. 204.47 feet; thence N.
      53°15'10" W. 420.57 feet to the point of beginning containing the
      aggregate 20.04 acres, more or less.

The CLO covenants and represents that the necessary federal legislation to
remove the Reversionary Interest has been placed on the Congressional
legislative docket so the CLO can sell the Reversionary Property along with the
remainder of the Area B Property. The CLO acknowledges that the Reversionary
Property is important for successful development of the entire Property. The
CLO will do all things capable to get the legislation enacted into law, however,
Buyer understands and acknowledges the actions of Congress are outside of the
CLO's control. Until the legislation extinguishing the Reversionary Interest is
enacted, the CLO will retain ownership of the Area B Property, which includes
title to the Reversionary Property and it will remain 'public park' capable, which
will prevent the triggering event of the Reversionary Interest. As soon as the
Reversionary Interest is removed, the Area B Property can be conveyed as
contemplated in this Agreement.


                                       23
If the Reversionary Interest is not removed from the Reversionary Property within
two years of the First Closing, then Buyer shall be entitled to rescind the portion
of this Agreement applicable to the purchase of the Area B Property. If Buyer
exercises this option, then Buyer shall retain ownership of the Area A Property
but will be relieved of the obligation to acquire the Area B Property and relieved
of all of the Development Requirements set out in Section 13 of this Agreement
that are applicable to the Area B Property. Buyer shall not be entitled to a return
of any expenses or costs associated with the development or project, and the
Escrow Funds (including accrued interest) shall be disbursed to the CLO.

 If the Reversionary Interest is not removed from the Reversionary Property within
 two years of the First Closing, Buyer, at its option, may extend the two year time
 limit for removal of the Reversionary Interest for additional two year periods.

       19.    Events of Default.

               (a)    If Buyer defaults, except as excused by the CLO's failure to
 comply with its obligations under this Agreement, and the transactions
 contemplated by this Agreement with respect to the Area A Property are not
 consummated at the First Closing, the CLO shall retain the Deposit as full and
 complete liquidated damages, this Agreement shall terminate, and the parties
 shall have no further obligations except as provided elsewhere in this Agreement.

              (b)    If the CLO defaults, except as excused by Buyer's failure to
comply with its obligations under this Agreement, and the transactions
contemplated by this Agreement with respect to the Area A Property or the Area
B Property are not consummated, Buyer may, at its option, (i) terminate this
Agreement and require the CLO to return to Buyer the Deposit and any other
amounts that Buyer has paid to the CLO, in which event the parties shall have no
further obligations except as provided elsewhere in this Agreement; or (ii) seek
any other remedy to which Buyer may be entitled under applicable law.

               (c)   After the Reversionary Interest is removed from the Area B
Property and Buyer can be delivered clear title, the occurrence of anyone or
more of the following prior to full and complete payment of the unpaid balance of
the Purchase Price and compliance with the Section 13 Development
Requirements, shall, at the option of CLO, be considered an event of default:

                    (1)    the failure of Buyer to pay any installment of the
Purchase Price, as such amounts become due in accordance with the terms of
this Contract or when accelerated pursuant to any provision;

                     (2)   the failure of Buyer punctually and properly to perform
any material term, covenant, agreement or condition contained in this Contract;



                                        24
                    (3)    the failure of the Buyer to provide a good and
adequate Letter of Credit as specified in Section 26.

                     (4)    if Buyer

                            (i)    executes an assignment for the benefit of
Buyer's creditors;

                            (ii)   becomes or is adjudicated as bankrupt or
insolvent;

                           (iii) admits in writing an inability to pay Buyer's
debts generally as they become due;

                             (iv)    applies for or consents to the appointment of a
receiver, trustee or liquidator of a substantial part of Buyer's assets; or

                            (v)    files a voluntary petition in bankruptcy; or

                         (vi)  should the Property conveyed to Buyer be
seized under any writ or process of court or by any trustee acting under any
mortgage or other lien;

Regardless of any other provision, in the event of any monetary or non-monetary
default, if CLO elects to declare a default and to accelerate the maturity of
Buyer's monetary obligations, CLO agrees simultaneously to serve written notice
of such default to Buyer and further agrees Buyer will be accorded the
opportunity to cure or cause to be cured any such monetary or non-monetary
default within thirty (30) days after CLO's written declaration provided, however,
that if such default cannot reasonably be cured within such thirty (30) day period
and Buyer shall have commenced to cure such default within such thirty (30) day
period and thereafter diligently and expeditiously proceeds to cure the same,
such thirty (30) day period shall be extended for so long (but not to exceed 180
days) as it shall require Buyer in the exercise of due diligence to cure such
default; and if such default is cured to the reasonable satisfaction of CLO, Buyer
will be restored to Buyer's respective former position, rights and obligations as if
no such default had occurred.

       20.    Remedies. Upon a default by Buyer, if Buyer fails to cure such
default after notice and an opportunity to cure as provided in Section 19 of this
Agreement, CLO, at CLO's option, may do one or more of the following:

             (a)    If Buyer has failed to keep or perform any material covenant
contained in this Purchase Agreement, CLO may, with no obligation to do so,
perform or attempt to perform such covenant, and any payment made or



                                        25
expense incurred shall be a part of the unpaid balance of the Area A Purchase
Price or the Area B Purchase Price, as applicable, and shall bear interest at the
Default Rate provided. No such payment by CLO shall constitute a waiver of any
such default.

              (b)   CLO may, without notice (except as otherwise provided),
demand or presentment, which are waived by Buyer, declare the entire unpaid
balance of the Area A Purchase Price or the Area B Purchase Price, as
applicable, immediately due and payable.

               (c)    CLO, as a matter of right and without regard to the
sufficiency of the security and without any showing of insolvency, fraud or
mismanagement on the part of the Buyer, and without the necessity of filing any
judicial or other proceeding for appointment of a receiver, shall be entitled to the
appointment of a receiver of any part of the Property that has been conveyed to
Buyer but not yet paid for in full, and of the income, rents, issues and profits from
that Property.

             (d)    CLO may exercise its rights under the Letter of Credit issued
pursuant to Section 26 of this Purchase Agreement.

Notwithstanding the foregoing, if Buyer defaults in its performance of the
Development Requirements, the CLO's sole remedy shall be specific
performance, as provided in Section 13 of this Agreement.

       21.     Covenants Run With Land; Memorandum of Agreement. The
covenants, conditions and agreements contained in this Purchase Agreement
that under its terms are intended to survive the Closings shall be deemed as
running with the land and shall bind, and the benefits shall inure to, the
respective parties and their respective successors, assigns, executors,
administrators, trustees, personal representatives, or heirs. A memorandum of
this Purchase Agreement, in the form attached as Exhibit L, shall be filed of record
against the legal description of the Property, and shall be partially released upon
satisfaction of each Development Requirement as provided in Section 13(b) of this
Agreement.

       22.     Mineral Rights Reserved. CLO reserves from this Purchase
Agreement, and all Quit Claim Deeds or Patents associated with the transfer of
the Property, all right, title and interest in and to all oil, gas and other minerals in
and under the Land, including but not limited to, coal, oil, and gas, to the extent
such minerals have not been previously reserved or conveyed of record. CLO
specifically acknowledges (1) water and water rights are conveyed to the Buyer,
and (2) CLO's use of the Land for excavation or mineral exploration or production
would be inconsistent with the use intended by the Buyer. CLO or its assignees
shall not conduct surface mining or similar activities on the Property. Further,



                                          26
any oil & gas lease entered into by the CLO or its assignees shall specifically
prohibit the use of the surface for drilling or production operations. Such
restrictions shall be included in the Memorandum of Agreement or other
instrument filed of record against the legal description of the Property.

       23.    Compliance. From such time as Buyer receives title to and
possession of the Property and until such time as the Purchase Price has been
paid in full and the Development Requirements have been satisfied, Buyer
agrees, at Buyer's expense, to comply with all Compliance Requirements with
respect to the Property, and all Compliance Requirements pertaining to health or
the environment, and including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
("CERCLA"), the Superfund Amendment and Reauthorization Act of 1986, as
amended ("SARA"), the Resource Conservation and Recovery Act of 1987, as
amended ("RCRA") and all similar state or local laws now in existence or to be
enacted.

        24.  Contamination/Remediation. Until such time as the Purchase
Price has been paid in full and the Development Requirements have been
satisfied, Buyer agrees it will not knowingly cause or contribute to any
contamination of the Land and warrants if such occurs, Buyer will notify CLO and
will comply with all laws and regUlations regarding same, including initiating any
required remediation procedures, and will cooperate with Governmental
Authorities and CLO in remediation. The responsibility for all costs of and
damages flowing from such Buyer-caused contamination and remediation will be
borne by Buyer.

       25.     Indemnity. Buyer agrees to protect, indemnify, defend and hold
harmless CLO, its agents, contractors and employees ("Defended Parties") from
and against all losses, liabilities, obligations, claims, demands, damages,
penalties, fines, actions, causes of action, judgments, costs and expenses,
including, without limitation, reasonable attorney's fees, litigation expenses and
settlements entered into in good faith, incurred by any Defended Party or
asserted against the interest of the CLO in the Land or this Agreement which do
not result from the willful act or negligence of a Defended Party, and which arise
by reason of the actions of Buyer or Buyer's employees, contractors or
consultants (and not as the result of the acts or omissions of the CLO or of any
other third parties), and:

      (a)    result in any injury to or death of any person or any damage
             to the Property;

      (b)    result from any use, condition or state of repair of all or any
             part of the Land or Improvements;




                                       27
      (c)    result from any failure by the Buyer to perform or observe its
             obligations under this Purchase Agreement; or

      (d)    result from any negligence or willful act or omission on the
             part of the Buyer or any of the Buyer's agents, contractors,
             employees, licensees, invitees or sub-lessees.

If any such action, suit or proceeding is brought against a Defended Party, Buyer
will defend such action, suit or proceeding, promptly after the written request by
the Defended Party, at Buyer's expense with legal counsel designated by Buyer
and which is reasonably acceptable to CLO. CLO acknowledges and agrees that
the CLO is responsible for any such claims relating to the Area A Property that
arise before the CLO transfers title to and possession of the Area A Property to
Buyer, and any such claims relating to the Area B Property that arise before the
CLO transfers title to and possession of the Area B Property to Buyer, unless
such claims arise from Buyer's activities on such Property.

       26.   Letter of Credit. Buyer will provide CLO a good and adequate
surety bond or irrevocable letter of credit (collectively, "Letter of Credit"),
cancelable on successful completion of all payments as established in Section 4
under this Contract, in the amounts set forth below:

             (a)   From the First Closing until the Second Closing as
contemplated by Section 18 Buyer shall provide CLO with a Letter of Credit
equal to the amount of the unpaid balance of the Area A Purchase Price plus
One Million Dollars ($1,000,000.00) (the amount of such Letter of Credit being
$5,574,740 as of the date of the First Closing but reducing annually thereafter
as the unpaid balance reduces), payable to the CLO on written notice of default
declared by the CLO's governing board.


              (b)    After the CLO has transferred title to the Area B Property to
Buyer at the Second Closing, Buyer shall provide CLO with a replacement Letter
of Credit equal to the amount of the unpaid balance of the Area A Purchase Price
and the Area B Purchase Price, plus one million dollars ($1,000,000.00), payable
to the CLO on written notice of default declared by CLO's governing board. The
amount of the Letter of Credit shall be reduced annually as the unpaid balance of
the Purchase Price is reduced.

The terms of the Letter of Credit shall be agreed to by the parties before the First
Closing. The Letter of Credit shall be released upon the final payment of the
Purchase Price for the Property being received by the CLO as specified in
Section 4.




                                        28
Buyer understands and agrees the amounts specified for the Letter of Credit are
intended to protect the CLO's risk of loss on the project as a whole in the event of
Buyer's default. If, at the time of Buyer's default, Buyer has not received the Quit
Claim Deed or Patent for the Area B Property, then the CLO shall have the right
to retain title to that Property in addition to receiving the Letter of Credit payment.

All Letters of Credit, if they have an expiration date, shall be renewed at least
ninety (90) days prior to such expiration date or a default shall be declared and
the Letter of Credit called immediately by CLO.

       27.     Required Insurance. Buyer or its contractors shall maintain the
insurance required by Section 6(b) of this Contract if Buyer or Buyer's employees
or contractors conduct any activities on the Area A or the Area B Property prior to
the First Closing or the Second Closing, as applicable. From the First Closing
and until the Purchase Price for the Area A Property has been paid in full, Buyer,
its sublessees and its contractors will maintain the types of insurance described
below on the Area A Property, including any improvements thereon. From the
Second Closing and until the Purchase Price for the Area B Property has been
paid in full, Buyer, its sublessees and its contracts will maintain the types of
insurance described below on the Area B Property, including any improvements
thereon. Such policies of insurance shall be issued by responsible insurance
carriers licensed to do business in the State of Oklahoma and having a general
policyholder's service rating of not less than in Financial Size Category XI, as
rated in the most current available Best's Insurance Reports.

                (a)   Builder's Risk Insurance.     Buyer, its sublessees, or its
contractors will maintain builder's risk insurance on an "all risk" basis (including
collapse) on a completed value form for full replacement value covering the
interest of Buyer, and its contractors or subcontractors, in all work incorporated in
the improvements and all materials and equipment on or about the Property. All
materials and equipment in any off-site storage location intended for permanent
use in the Improvements, or incident to the construction (but not including
machinery, tools or equipment used by contractors and excluding foundations,
excavation and footings below the lowest basement floor) shall be insured on an
"all risk" basis as soon as the same have been purchased.

               (b)      Construction Period Liability Insurance.        Buyer, its
sublessees, or its contractors will maintain contractor's comprehensive general-
automobile liability insurance in an amount not less than two Million Dollars
($2,000,000.00) combined single limit for bodily injury and property damage.
Such insurance coverage shall include premises liability, contractor's protective
liability on the operations of all subcontractors, completed operations, blanket
contractual liability, and automobile liability (owned, non-owned and hired).




                                          29
               (c)     Permanent Property Insurance. Upon expiration of the
builder's risk policy, Buyer or its sublessee will maintain insurance against loss or
damage by fire and such other risks or hazards as are insurable under then
available standard forms of "all risk" insurance policies for the full replacement
cost value of the Improvements (including an "agreed amount" endorsement).

               (d)     Liability Insurance. Buyer or its sublessee will maintain
comprehensive general-automobile liability insurance, including blanket
contractual liability, products and completed operations coverage, in an amount
not less than two Million Dollars ($2,000,000.00) combined single limit for bodily
injury and property damage arising out of anyone occurrence, or in any increase
amount reasonably required by the CLO.

             (e)   Other Insurance. Buyer will maintain all insurance required
by law including but not limited to Worker's Compensation and unemployment
insurance. Buyer also will maintain all other insurance with respect to the
Property and Buyer's use and operation and in such amounts as CLO may
request, provided such other insurance shall be insurance which at the time is
commonly maintained by owners of like properties and/or operators of like
businesses.

              (f)   Policy Provisions: Separate Insurance.           All   insurance
required to be maintained by this Purchase Agreement will:

                     (i)     name CLO and Buyer as insureds as their
                             respective interests appear;

                     (ii)    provide the coverage afforded by such policies
                             will not be canceled, materially changed or
                             reduced without at least ninety (90) days prior
                             written notice to CLO; and

                     (iii)   be in form reasonably satisfactory to CLO.

Until the Purchase Price for such Property is paid in full, Buyer agrees not to take
out separate insurance for the Area A Property or the Area B Property,
concurrent in form or contributing in the event of loss with that required above,
unless

                     (iv)    the policies are submitted to CLO for its prior
                             approval, which approval will not be
                             unreasonably withheld,

                     (v)     the insurers and the terms are acceptable to
                             CLO in accordance with this Section, and



                                         30
                     (vi)   CLO is included as an additional named
                            insured.

             (g)      Deliverv of Policies. At each Closing, and upon each renewal
or securing a new policy until the Purchase Price for the Property is paid in full,
Buyer will deliver to CLO true and correct duplicate originals of all insurance
policies or a certificate of insurance required by this Contract, together with
appropriate evidence of payment of premium (if any).

              (h)   Review of Insurance. Buyer agrees to conduct periodic
reviews and analyses of the adequacy of the insurance coverage amounts
required as often as significant valuation or construction changes occur and at
least annually. Until the Purchase Price is paid in full, a report of the results of
such reviews along with any recommended action or changes will be forwarded
to CLO promptly after the reviews are made.

               (i)     Self Insurance. If Buyer's net worth as defined in its most
recently published annual statement exceeds One Hundred Million Dollars
($100,000,000.00), it is agreed Buyer shall have the right to carry its own risk in
regards to any portion of the Property, and accordingly insurance coverage
accruing to CLO's benefits are not obligations under this Contract. In lieu of such
coverage, Buyer agrees to indemnify, defend and hold CLO harmless from and
against claims and liability for personal injury, death, property damage, or
contract liability arising from the use, occupancy, disuse or condition of the
Property conveyed to Buyer, premises, improvements, or adjoining areas or
ways under Buyer's control, unless such liability or claims result from the acts of
third parties.

       28.    Casualty; Condemnation.

              (a)   Casualtv. If, prior to the First Closing, all or any portion of
the Area A Property is damaged by fire or other casualty (collectively, "Damage"),
then the following procedures shall apply. Due to the current condition of the
improvements located on the Area B Property, the parties agree that it will not be
necessary to follow these procedures if there is damage to any portion of the
Area B Property prior to the Second Closing:

                     (1)   $250,000 or Less. If the aggregate cost of repair or
replacement is $250,000 or less, in the opinion of Buyer's and CLO's respective
engineering consultants, Buyer shall close and purchase the Area A Property, as
diminished by such Damage, in accordance with this Agreement, subject to a
reduction in the Area A Purchase Price, in the amount of the estimated cost of
repair and/or replacement.




                                        31
·   .


                             (2)    In Excess of $250,000. If the aggregate cost of repair
        and/or replacement is greater than $250,000, in the opinion of Buyer's and CLO's
        respective engineering consultants, then Buyer, at its sole option, may elect
        either to (i) terminate and rescind this Agreement with respect to the Area A
        Property by written notice to the CLO and neither party shall have further liability
        hereunder, except as otherwise provided in this Agreement; or (ii) proceed to
        close subject to a reduction of the Area A Purchase Price by an amount equal to
        the estimated cost of repair and/or replacement.

                              (3)   Elections and Disputes. The parties shall make all
        elections and determinations within twenty (20) days following occurrence of the
        event giving rise to the Damage. In the event of a dispute between the CLO and
        Buyer with respect to the cost of repair and/or replacement with respect to the
        matters set forth in this Section, an engineer designated by the CLO and an
        engineer designated by Buyer shall select an independent engineer licensed to
        practice in the State of Oklahoma who shall solely resolve such dispute. All fees,
        costs, and expenses of the third engineer so selected shall be shared equally by
        Buyer and the CLO.

                      (b)    Condemnation. If prior to the First Closing or the Second
        Closing, as applicable, any condemnation or eminent domain proceedings are
        threatened or commenced against any portion of the Area A Property or the Area
        B Property, and such taking (i) would include more than five percent (5%) of the
        Area A Property or the Area B Property, or (ii) materially limit access to the Area
        A Property or the Area B Property, Buyer may terminate this Agreement with
        respect to all or any such portion of such Property (the "Condemned Property")
        within ten (10) days after receiving written notice of such proceedings. If Buyer
        does not terminate this Agreement, the CLO shall deliver to Buyer at the First
        Closing or the Second Closing, as applicable, all awards theretofore recovered
        by the CLO relating to the Condemned Property and, at such Closing, Buyer
        shall pay the full Purchase Price of the Area A Property or the Area B Property,
        as applicable, and the CLO shall assign to Buyer any and all rights to any future
        awards resulting from such proceedings. If Buyer partially terminates this
        Agreement as provided in this Section, the Purchase Price of the Area A
        Property or the Area B Property, as applicable, shall be reduced by the agreed
        value of the Condemned Property and the parties shall proceed to consummate
        the transactions pursuant to this Agreement. If the parties cannot agree on the
        value of the Condemned Property, the value of the Condemned Property shall be
        determined by appraisal undertaken by a qualified appraiser approved by the
        CLO and Buyer, and such determination shall be final and binding upon the CLO
        and Buyer. If Buyer terminates this Agreement in its entirety, the parties hereto
        shall have no further rights or obligations hereunder, except as otherwise
        expressly provided in this Agreement.




                                                32
        29.    Governing Law; Venue: Interpretation. This Contract shall be
interpreted in accordance with laws of the State of Oklahoma. In the construction
and interpretation of the terms of this Purchase Agreement, Buyer and CLO
agree that, pursuant to 15 O.S. § 170 and in recognition of the CLO's trust
obligation to maximize revenue for its beneficiaries, any ambiguity or uncertainty
in text or terminology in any term, covenant or condition of this Agreement shall
be construed in favor of the CLO. Buyer agrees this Contract is deemed
accepted, executed, approved and delivered in Oklahoma County. Buyer agrees
any dispute or litigation with CLO in relation to this Contract shall be conducted in
Oklahoma County, CLO's only official residence and place of business.

        30.    Entire Agreement. This Contract contains the entire agreement
between the parties. No promise, representation, warranty, or covenant not
included in this Contract has been, is or will be relied on by either party. Each
party has relied on his own examination of this Contract, the counsel of his own
advisors, and the warranties, representations, and covenants in the Contract
itself. Failure or refusal of either party in advance to inspect the Land or
Improvements, to read the Contract or other documents, or to obtain legal or
other advice relevant to this transaction constitutes a waiver of any objection,
contention, or claim that might have been based on such reading, inspection, or
advice.

       31.    Time. Time is of the essence of this Contract.

       32.   No Waiver. Any failure by a party to insist upon the strict
performance by the other party of any of the terms and provisions shall not be
deemed to be a waiver of any of the terms and provisions, and the party,
notwithstanding any such failure, shall have the right to insist upon the strict
performance by the other party of any and all of the terms and provisions of this
Agreement to be performed by the other party.

       33.    Other Agreements between Buyer and CLO. Any subsequent
agreement made by Buyer and CLO pursuant to this Purchase Agreement must
be in writing and, until such time as the Purchase Price is paid in full, CLO's
rights under any such subsequent agreement shall be superior to the rights of the
holder of any intervening lien or encumbrance, unless CLO agrees to
subordinate its rights. CLO shall execute any and all documents that are
necessary to enable Buyer's construction lender to obtain a first mortgage lien on
the conveyed Property, including, if required by Buyer's construction lender, an
agreement by CLO to subordinate its rights under this Purchase Agreement

      34.    Notices. Whenever this Purchase Agreement permits or requires
any consent, approval, notice, request or demand from one party to another, the
consent, approval, notice, request or demand shall be in writing. All notices shall
be deemed given on the date of delivery if personally delivered in return for a



                                         33
·   .


        receipt, sent by facsimile transmission (provided that a successful transmission
        report is received) or, if sent by certified mail, such notice shall be deemed to
        have been given on the third (3rd) business day after it is enclosed in an
        envelope, properly stamped, sealed and deposited in the United States mail,
        Certified Mail, Return Receipt Requested, addressed to the party to be notified at
        the following address (or at such other address as may be subsequently
        designated in writing):

              Buyer:        Pointe Vista Development, L.L.C.
                            Attention: Mark A. Fischer
                            701 Cedar Lake Blvd.
                            Oklahoma City, OK 73114
                            Fax No.: 405.478.2906

                            With copy to:

                            Pointe Vista Development, L.L.C.
                            Attn: Legal Department
                            701 Cedar Lake Blvd.
                            Oklahoma City, OK 73114
                            Fax No.: 405.478.2906

                            McAfee & Taft A Professional Corporation
                            Tenth Floor, Two Leadership Square
                            211 N. Robinson
                            Oklahoma City, OK 73102-7103
                            Attn: Frank D. Hill
                            Fax No.: 405.235.0439

              To CLO:       Commissioners of the Land Office
                            Attention: Secretary
                            P.O. Box 26910
                            Oklahoma City, Oklahoma 73126
                            Fax No.: 405.604.8199

                            With copy to:

                            Commissioners of the Land Office
                            Attn: Director, Real Estate Management
                            P.O. Box 26910
                            Oklahoma City, Oklahoma 73126
                            Fax No.: 405.604.8199




                                               34
       35. Amendment. This Purchase Agreement cannot be modified,
amended or changed except by an agreement in writing, and signed by both
parties.

        36.    No Partnership. This Contract specifically does not create any
partnership, agency or joint venture between the parties hereto, or render any
party liable for any of the debts or obligations of any other party, and the parties
represent and warrant to each other that no facts or relationship exist that would
expressly or impliedly create any such relationship.

        37.    Counterparts. This Contract may be executed in counterparts,
each of which shall be deemed to be an original and all of which shall constitute
one agreement that is binding upon all of the parties hereto, notwithstanding that
all parties are not signatories to the same counterpart. Facsimile signatures of
the parties hereto shall be binding.

        38.    Assisting Actions. The parties to this Agreement will attempt to
do all assisting actions necessary and appropriate to achieve the purposes of this
Agreement.

       39.    Headings: Construction. The headings that have been used
throughout this Agreement have been inserted for convenience of reference only
and do not constitute matter to be construed in interpreting this Agreement. The
words "herein," "hereof," "hereunder," and other similar compounds of the word
"here" when used in this Agreement shall refer to the entire Agreement and not to
any particular provision or section unless the context otherwise requires. If any
payment due date or the last day of any time period stated in this Agreement falls
on a Saturday, Sunday, or legal holiday, then such due date or time period shall be
extended to the next succeeding day that is not a Saturday, Sunday, or legal
holiday.


            REMAINDER OF PAGE LEFT INTENTIONALLY BLANK




                                        35
,   ..




                           OFFICIAL EXECUTION AND APPROVAL

                                               Buyer


         "Buyer": Pointe Vista Development, L.L.C.

         (SSNfTlN# ~-S()()       / 66b}
                                         By:      /}lO~
                                                       Name: Mark A. Fischer
                                                       Title: Manager



         STATE OF OKLAHOMA               )
                                         ) S5.
         COUNTY OF Oklahoma              )


         ~ The to""O;"' ;"'""~"t ~, e><e'","" befme me th;,             /  orday of
              ~4.   <     ,2007, by Mark A. Fischer as Manager and authotedagent on
         be   If of Pointe Vista Development, L.L.C.

         [Seal]




         My Commission EXPires/~o/';;z.t70?




                                                 36
· ..



                                    Non-Collusion Affidavit

       STATE OF OKLAHOMA )
                         ) ss.
       COUNTY OF OKLAHOMA)


       Mark A. Fischer, of lawful age, being first duly sworn, on oath says:

       1. (s)he is the duly authorized agent of Pointe Vista Development, L.L.C., the
       contractor under the contract which is attached to this statement, for the purpose
       of certifying the facts pertaining to the giving of things of value to government
       personnel in order to procure said contract;

       2. (s)he is fully aware of the facts and circumstances surrounding the making of
       the contract to which this statement is attached and has been personally and
       directly involved in the proceedings leading to the procurement of said contract;
       and

       3. neither the contractor nor anyone subject to the contractor's direction or control
       has paid, given or donated or agreed to pay, give or donate to any officer or
       employee of the State of Oklahoma any money or other thing of value, either
       directly or indirectly, in procuring the contract to which this statement is attached.

                                                  ~~

                                                                       f~:::--=--"   200.z




                                                37
· .'



                                   CLO
             COMMISSIONERS OF THE LAND OFFICE, ADMINISTRATORS
                      OKLAHOMA SCHOOL LAND TRUST
                 STATE OF OKLAHOMA, COUNTY OF OKLAHOMA


       Approved Date:   -I~u. .tJO<. !. . ~c.:. ~,- -,_=f=- __, 2007
                                                          By: -+----:c_ _----""-.L-   -A_

       ATTEST:               (SEAL)



       ~~sd~
       STATE OF OKLAHOMA                         )
                                                 ) ss.
       COUNTY OF OKLAHOMA                        )


       T~f~regoing    instrument was execute             me this I~        day of
        --fl/IM-h.   ,2007, by ~?KeJ~~~L.Lf.'fJ!L.~-----:--,
       Chairman, and attested by Clifton H. Scott, Secr tary, on behalf of the
       Commissioners of the Land Office of the State of    lahoma, Trustees of the
       Oklahoma School Land Trust, an Oklahoma Public Trust.




                                                          38
,   .'




                                                   LIST OF EXHIBITS


                 --._-   ..   ~--




                                                                                                  I
             Exhibit                 Description                                                  I
                                          --- ..                 -
                 A                   Legal Description of the Area A Land
         ~------


                 B                   Legal Description of the Area BLand

                 C                   Map of the Land

                 D                   List of Tangible Personal Property
         I                          -".
                                                                                                  i
                 E                    Real Estate Purchase and Sale Contract between CLO and      !

         I
         ,
                                    . Oklahoma TOUrism and Recreation Department, including Its
                                    . First and Second Amendments ("Tourism Agreement")
         1------+----
                 F                   Star rating system

                 G                   Form of Quit Claim Deed                                      i
                 H                   Form of Bill of Sale

                                     Form of Assignment and Assumption of Leases
                                             --------~-----------------~




                 K

                 L




                                                            39

								
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