2004-028-RES TAX ABATEMENT AGREEMENT FROM SESACO CORP TO SESAME SOLUTIONS, LLC

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IV. Consideration Improvements 4.1 The OWNER agrees and covenants that it will diligently and faithfully, in a good and workmanlike manner, pursue the completion of the llvIPROVEMENTS. As a good and valuable consideration of this AGREEMENT, OWNER further covenants and agrees that all construction of the llvIPROVEMENTS will be in accordance with all applicable state and local laws, codes and regulations or will procure a valid waiver thereof. In further consideration, OWNER shall thereafter, from the date a Certificate of Occupancy is issued until the expiration of this AGREEMENT, continuously operate and maintain the PROPERTY as a sesame seed processing plant. V. Consideration Jobs 5,1 Not later than JulylO, 2001, OWNER will retain at least sixteen (16)jobs at the Paris Plant for work to be performed substantially either (a) at the site of the llvIPROVEMENTS, or (b) in support of operations performed by others at the site of the llvIPROVEMENTS. Such jobs to be filled with priority being given to promote and/or retain among equally qualified job applicants the hiring of employees first from within the Enterprise Zone, second from within the corporate limits of the City of Paris, and third from within the County of Lamar, State of Texas, subject to the laws and regulations of the United States of America and the State of Texas and subject to any labor contracts currently in effect and any successive contracts or past practices. 5.2 OWNER agrees that, during that portion of the term of the AGREEMENT occurring subsequent to March 12, 2001, it will not reduce below sixteen (16) the number of such jobs so retained. VI. Default 6,1 In the event that (a) the llvIPROVEMENTS for which an abatement has been granted are not completed in accordance with this AGREEMENT or the expenditure for the llvIPROVEMENTS does not meet the amount required herein; or (b) the jobs required herein are not maintained in accordance with this AGREEMENT; or(c) OWNER allows its ad valorem taxes owed the CITY to become delinquent and fails to timely and properly follow the legal procedures for protest or contest of any such ad valorem taxes; or (d) OWNER materially breaches any of the other terms and conditions of this AGREEMENT, then this AGREEMENT shall be in default. In the event the OWNER defaults in its performance of either (a), (b), (c), or (d) above, then the CITY shall give the OWNER written notice of such default and if the OWNER has not cured such default with sixty (60) days of said written notice, this AGREEMENT may be modified or terminated by the CITY. Notice shall be in accordance with paragraph 13.3. As liquidated damages in the event of default, and in accordance with the requirements of Section 312.205 (c) of the Property Tax Code TAX ABA TEl\IENT AG REEl\IENT - Page 3