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material extracted by Purchaser. Purchaser will remit payment to Wilcox for all <br /> consigned material no less frequently than quarterly. Wilcox will be paid for the <br /> Inventory at the rate set forth in the schedule attached hereto as Exhibit C(the <br /> "Scheduled Rates")unless Wilcox later agrees to any changes in the rates for the <br /> same.At the expiration of five years from the date of this Agreement,Purchaser will <br /> purchase all consigned Inventory not yet sold by paying to Wilcox the Scheduled <br /> Rates for such Inventory. <br /> 11. Equipment Con vev d. WOW does hereby transfer,assign and convey to Purchaser all <br /> of the Equipment. WOW shall sign any bill of sale or certificate of title reasonably <br /> necessary to accomplish or fin ther evidence this transfer. <br /> 12.&curity Interest in Inventory. Purchaser hereby grants Wilcox a security interest in <br /> all current and future inventory of Purchaser extracted at the locations of the Permits, <br /> including without limitation all sand,gravel and other materials extracted at the <br /> permit locations similar to those identified in Exhibit C(the"Purchaser Collateral'). <br /> The Purchaser Collateral includes,without limitation, all additions to, and products <br /> and produce of such collateral. These security interests shall secure Purchaser's full <br /> and complete performance under this Agreement,including without limitation the full <br /> payment of the 5%identified above.Purchaser acknowledges and agrees that Wilcox <br /> may file a UCC financing statement for its security interests under this Agreement. <br /> Purchaser, except in the ordinary course of business,agrees to keep the Purchaser's <br /> Collateral at the locations of the Permits or at such other locations as are acceptable to <br /> Wilcox. <br /> 13. Wilcox may Assign Payments. Wilcox may assign all payments to be received under <br /> this Agreement by Wilcox to such entity or persons as Wilcox may choose in <br /> Wilcox's sole discretion provided,however,that such assignment shall not be <br /> effective until written notice thereof is received by Purchaser. <br /> 14.Right of First Re iasaL Wilcox hereby provides Purchaser with a right of first refusal <br /> with respect to the claims shown on Exhibit D,which is incorporated herein by this <br /> reference. Wilcox provides no warranties or representations regarding these claims at <br /> this time and does not promise to maintain such claims. <br /> 15.Dmert Costs. The Parties have agreed to split all the fees and costs of expert advisors <br /> incurred in pursuing and consummating this transaction, including without limitation <br /> legal fees, fees of certified public accountants,and fees of Skipp Hewitt relating to <br /> quantifying the inventory. Within 30 calendar days of the mutual execution of this <br /> Agreement,the parties shall provide each other with an itemization of the above fees <br /> and costs and,within 30 days thereafter,shall pay to the other party one-half of such <br /> itemized amounts. Upon request,the parties will provide backup invoices for such <br /> expert advisors <br /> 16. Guarantee. Zane Lutterell hereby agrees to personally guarantee the performance of <br /> this Agreement by Purchaser,including without limitation the payment of all amounts <br /> jT <br /> Page 5of8; r, <br /> l� <br />