Kimberly Clark Worldwide Inc 12/28/2005

first refusal granted herein shall expire and be extinguished. All fair market value offers must be based upon a current MAI appraisal of the Retained Property. Time is of the essence of each and every agreement and condition in this paragraph. Section 10. Agents. The parties represent and warrant that no real estate agents or brokers have been involved with this transaction and no commission shall be due on Closing. Purchaser agrees that if any claims should be made for commissions allegedly arising from the execution of this Agreement or any sale of the Property to Purchaser by any broker by reason of any acts of Purchaser, Purchaser will protect, defend, indemnify and hold Seller harmless from and against any and all loss, liabilities and expenses in connection therewith. Seller agrees that if any claims should be made for commissions allegedly arising from the execution of this Agreement or any sale of the Property to Purchaser by any broker by reason of any acts of Seller, Seller will protect,defend, indemnify and hold Purchaser harmless from and against any and all loss, liabilities and expenses in connection therewith. Section 11. Existing Tenants. The Purchaser understands and acknowledges that Seller does not presently have written leases with two existing tenants on the Property. Seller shall use its best efforts to enter into written leases by January 31, 2006 with Kane Equipment for the maintenance shop and with Washington Trucking for one (1) acre of parking on the Property. Both leases to Kane Equipment and Washington Trucking are in connection with the Seller's continued operation on its Retained Property. The lease with Kane Equipment will be for a minimum term of three (3) years with the option to renew by written mutual agreement for additional one (1) year terms, the lease with Washington Trucking will be for a minimum term of one(1)year with the option to renew by mutual written agreement for additional one (1)year terms, at a base monthly rent of Two Thousand Five Hundred Dollars ($2,500.00) for Kane Equipment and One Thousand Dollars ($1,000.00) for Washington Trucking, and with a provision providing either party with the option to terminate upon thirty (30) days' written notice. The leases shall contain other terms and provisions as reasonably agreed to between the Purchaser and Seller. Seller shall assign the leases, including rents due thereunder,to the Purchaser within ten days of execution of each lease. Rent accrued after Closing and received by Seller shall be paid by Seller to Purchaser. If Seller is unable to obtain either lease through not fault of its own, Seller shall pay all reasonable costs of legal action to evict the party without a lease. Section 12. Representations. A. Seller hereby warrants and represents to Purchaser that this Agreement and all documents to be executed and delivered by Seller at Closing are and at the Closing will be duly authorized, executed, and delivered, and are and at the Closing will be legal, valid, and binding obligations of Seller, and do not and at the Closing will not violate any provisions of any agreement to which Seller is a party or to which Seller is subject. Seller represents that it has not received any official notice or demand from any governmental agency regarding Hazardous Substances on the Property. The Seller's knowledge of Hazardous Substances on the Property is limited solely to the findings set forth in the above Environmental Site Assessments. - 10 -