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1. The Issuer will issue its industrial <br />development revenue bonds in such principal amount as <br />necessary to finance the acquisition, construction and <br />equipping of the contemplated industrial facility, <br />excluding land for the proposed site unless and to the <br />extent the Issuer may lawfully reimburse the Company <br />toward the purchase of land from bond proceeds, such <br />capital cost of facilities presently estimated to be <br />not more than $973,000. Such bonds will be issued for <br />the purpose of paying the cost of the acquisition, <br />construction and equipping of a manufacturing <br />facility, as that phrase is used in Section 144(a) of <br />the Federal Internal Revenue Code of 1986, as amended, <br />and proceeds of the bonds shall be made available only <br />to pay such of those costs as may lawfully be paid <br />from bond proceeds under Florida and Federal law <br />relating to industrial development revenue bonds. <br />2. The Issuer and the Company will enter into a <br />Loan Agreement (of such form and designation as may be <br />deemed appropriate by counsel and bond counsel) which <br />shall provide for the loan of the proceeds of the <br />bonds from the Issuer to the Company. The loan <br />repayments shall be pledged and applied pursuant to <br />the Loan Agreement, and shall be sufficient to make <br />the payment of the- principal of, interest on and <br />redemption premium, if any, applicable to the bonds <br />and such other fees and costs as provided in the Loan <br />Agreement. <br />3. The Issuer will cooperate in the prompt <br />preparation of the Loan Agreement and the necessary <br />resolutions for the authorization and sale of the <br />bonds and, if requested, will promptly proceed with <br />validation of the bonds in the Circuit Court for <br />Indian River County, pursuant to the provisions of <br />Chapter 75, Florida Statutes. <br />4. Upon delivery of the bonds, the provisions <br />of this proposal and the agreement resulting from its <br />acceptance by the Company shall have no further <br />effect, and in the event of any inconsistency between <br />the terms of this proposal and the terms of the Loan <br />Agreement in the form in which it shall be finally <br />approved by resolution of the Issuer, the provisions <br />of the Loan Agreement as so approved shall control. <br />2 - <br />