2003-102-RES APPROVE INCENTIVE AGREEMENT BETWEEN PEDC AND C-TECH

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PEDC is agreeing to donate the Land herein to the Company), the Company shall have a preferential right to purchase the Option Tract under the following terms and provisions: a. PEDC shall deliver written notice (the "Notice") to the Company of any offer to purchase the Option Tract which PEDC desires to accept that is received from a third party, which Notice shall contain the proposed purchase price and terms of the purchase. b. Similarly, if PEDC desires to donate the Option Tract, in whole or in part, to a third party, it will deliver the Notice to the Company, except that the Notice will state the purchase price and terms of sale as established by the Board of Directors of PEDC based upon an appraisal acceptable to it or as otherwise determined in the exercise of its discretion. c. The Company may exercise its right to purchase the Option Tract (herein called the "Exercise Notice"), under the same terms and provisions as are contained in the third party offer, or as set by the PEDC Board of Directors in the donation situation, at any time prior to 4:00 o'clock P.M. on the 30th day following the delivery of the Notice by PEDC, which Exercise Notice shall be in writing, signed by the Company and delivered to PEDC within the prescribed time. d. If the Company timely exercises its option to purchase the Option Tract, it shall then proceed to "Close" its purchase thereof within thirty (30) days after the date it exercises its option, by taking title to the Option Tract and paying the purchase price therefor. e. If there is not a third party offer for the Option Tract, or a donative intent by PEDC at the time, and the Company desires to purchase the Option Tract, the Company shall deliver written notice of its desire to PEDC, and the purchase price therefor and the terms of sale shall be determined by PEDC as described in subparagraph 3b. above. f. This right of first refusal hereby granted to the Cpmpany to purchase the Option Tract shall remain in full force anti effect, as long as the Company is not in default under this Agreement, for five (5) years after the Effective Date of this Agreement. g. At any time that the Company sends its Exercise Notice to PEDC, it shall also remit to PEDC its check for good funds in the amount of ten percent (10 %) of the purchase price for the Option Tract, to be held by PEDC as earnest money to bind the transaction and be credited to the balance of the purchase price due from the Company at Closing. 3