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MEMORANDUM OF
<br />GRAVEL PROPERTY LEASE WITH RIGHT OF FIRST REFUSAL
<br />THIS MEMORANDUM is to evidence that certain Gravel Property Lease with Right of
<br />First Refusal dated July 12, 2004, as amended (the "Lease"), by and among SUNDANCE
<br />INVESTMENTS, a Colorado General Partnership, whose address is 900 West Castleton, Suite
<br />115, Castle Rock, Colorado 80109 (the "Lessor") and LAFARGE WEST, INC., a Delaware
<br />corporation (the "Company") with its address at 10170 Church Ranch Way, Suite 200,
<br />Westminster, CO 80021, Attention: Division Land Manager.
<br />1. Rea] Property. The Lease covers the real property situate in El Paso County and
<br />described in Exhibit A and attached hereto and made a part of this Memorandum (hereinafter
<br />referred to as the "Property").
<br />2. Grant. Pursuant to the terms of the Lease, Lessor hereby leases, lets and demises
<br />to the Company the Materials as defined herein, in, on and under the Property, and the right to
<br />sample, drill and test for, develop, mine, quarry, extract, process, sell, use and remove them
<br />during the term of the Lease, along with the right to locate and operate and/or sublease
<br />aggregate, asphalt and concrete plants and with associated easements as provided therein.
<br />"Materials" mean stone, sand and gravel and any overburden, but not valuable solid
<br />minerals or hydrocarbon minerals such as coal, oil, gas, and associated liquid hydrocarbons, that
<br />are removed incident to sand and gravel operations hereunder and which are saleable and
<br />recoverable from the Property in the course of such operations. Any valuable solid minerals
<br />including precious and semi-precious stone which aze recovered do not come within the
<br />definition of Materials.
<br />3. Term. The term of the Lease is for a period commencing on May 1, 2006 (the
<br />"Lease Commencement Date") and extending for (i) a period of fifteen (15) years thereafter or
<br />(ii) until the production of 15 million sales tons of Materials, whichever first occurs.
<br />4. Onerations. During the term of the Lease, the Company has the right to construct,
<br />maintain, and use roads, pipe lines, power lines, telephone lines, and stockpile areas and any
<br />right-of--way it deems necessary or desirable for its operations on the Property related to the
<br />Company's operations under the Lease. The Company has the right during the term of the Lease
<br />to strip and remove overburden and otherwise to use and occupy the Property as is reasonably
<br />required in connection with mining, quarrying, extracting, processing, storage, transportation,
<br />sale and removal of Materials from the Property and from other properties on which the
<br />Company is conducting operations.
<br />The Company has the right to construct and maintain plants on the Property at a location
<br />selected by the Company in consultation with Lessor, and the Company shall have full right of
<br />access for the construction, use and maintenance of the plants and for stockpiling Materials
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