Kimberly Clark Worldwide Inc 12/28/2005

B. For a period of ten (10) years after Closing, Purchaser shall have a right of first refusal to purchase the Retained Property on the following terms and conditions. If Seller receives an offer during this term to purchase the Retained Property, or if Seller desires to market the Retained Property,then in either event, Purchaser shall be granted a right of first refusal as set forth herein, provided at the time Purchaser is not otherwise in default under any of the provisions of this Agreement of Purchase and Sale. Further,the continuing legal existence of this granted right of first refusal shall expressly depend upon Seller enjoying peaceful occupancy of the Retained Property, which shall mean that the current ordinances will allow the current use of the Retained Property, including zoning, lighting and noise levels. If the Purchaser exercises its power of eminent domain with respect to the Retained Property, the Purchaser will reasonably cooperate with the Seller with respect to relocation of Seller's primary hog and chip fuel operation and will provide a commercially reasonable period of time for relocation. C. If Seller receives a bona fide fair market value offer to purchase the Retained Property, and if it intends to accept such an offer,or if Seller decides to make a bona fide fair market value offer to sell the Retained Property, in either event, Seller will give a written copy of the offer to Purchaser. Purchaser will have the right to accept the offer by written notice to Seller within sixty (60) days after Purchaser's receipt of the offer. If Purchaser accepts the offer, Purchaser will be bound to purchase the Retained Property strictly in accordance with the terms of the offer. If Purchaser does not timely accept in writing the offer,then its right of first refusal as provided herein shall lapse and be of no further force or effect. In the event the Purchaser becomes bound to purchase the Property, such purchase shall be on commercially reasonable terms in accordance with the terms of the binding offer. D. Additionally, if the Seller decides to market the Retained Property, it shall provide notice of an intent to do so to the Purchaser, and the Purchaser shall have thirty (30) days after receipt of this notice to indicate back to Seller whether or not it is interested in purchasing the Retained Property. If such an affirmative notice is not timely received back by the Seller, then Purchaser's rights of first refusal as provided herein shall lapse and be of no further force or effect, and the Seller shall be free to market and sell the Retained Property unencumbered by any rights of the Purchaser. In the event Purchaser does timely affirmatively respond to the Seller's initial notice, then the parties shall have fifteen (15) days from the date of such affirmative response to agree upon an appraiser to conduct a current MAI Appraisal of the Retained Property. In the event the parties timely agree upon a joint appraiser, for which the parties shall bear the cost equally, that appraisal must be completed within six (6) weeks of its commencement date, and upon its completion Purchaser shall then have thirty(30)days to indicate to Seller its intent to purchase the Retained Property at the appraised value,and if such notice is timely provided,the parties shall then have an additional thirty(30)days from the date of that notice to purchase the Retained Property on commercially reasonable terms. In the event that the Purchaser does not timely give its notice of intent to purchase the Property at the appraised value, then all of the Purchaser's rights of first refusal as provided herein shall lapse and be of no further force or effect,and the Seller shall be free to market and sell the Retained Property unencumbered by any rights of the Purchaser. If the parties do not agree on a joint appraiser, then each party shall appoint a separate appraiser within fifteen days and those appraisers shall conduct an MAI fair market value appraisal of the property within thirty days. If the two appraisals are within fifteen percent of each other, then the purchase price shall be the average of the two appraisals. If the two appraisals are not within fifteen percent of each other, then the two appraisers shall appoint a third appraiser who shall promptly conduct a third MAI fair market appraisal. If the third appraisal equals either appraisal or falls between the two appraisals, the third appraisal shall establish the purchase price of the Retained Property. If the third appraisal does not equal either appraisal or fall between the two appraisals, then the right of - 9 -