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40 of Messrs. Davis and Davis February 1982 Page Two The Board has determined that the issuance of bonds by the Issuer to assist you by financing such Project in the area of the Issuer will result in an increase of employment in such area, and that the issuance of such bonds will serve a public purpose by advancing the economic prosperity and the general welfare of the State of Florida and its people. Accordingly, in order to further induce you to incur expenses for the initiation of such Project and its financing, the Issuer hereby makes the following proposal: 1. Subject to receipt of the firm take -our commitment letter of Barnett Bank of South Florida, N.A., f/k/a The First State Bank of Miami, properly executed by all parties thereto, the Issuer will issue its industrial development revenue bonds in an aggregate principal amount not to exceed $850,000 for the pur- pose of paying the cost of the acquisition, construction and equipment of the Project, pursuant to preliminary general plans and specifications relating to such facilities which are on file in the office of the Clerk of the Board. The bonds will be issued in such aggregate principal amount, mature at such times, bear interest at such rates and be subject to such other terms as shall be agreed upon among you and the Issuer and the bondholders. 2. You and the Issuer will enter into a Loan Agreement, Mortgage and Security Agreement (the "Agreement") which shall provide for a loan of bond proceeds by the Issuer to you for the purpose of the acquisition, construction and equipment of the Project, and you will execute and deliver a promissory note (the "Note") evidencing the loan. The Agreement shall be assigned either to a bank trustee for the benefit and protection of the bondholders, or to the bondholders. The installment payments to be made by you pursuant to the Agreement and Note shall be pledged to the payment of the principal of, interest on and redemption premium, if any, applicable to the bonds and the fees and expenses of the trustee, if any. The aggregate principal amount of the bonds shall only be fully sufficient to pay the cost of the Project, the cost and expenses of financing the same and the expenses of you, the trustee, if any, and the Issuer related thereto. 3. Phe Issuer will cooperate in the preparation of the Agreement, the Note and the necessary resolutions for the authorization and sale of the bonds, and will proceed with vali- dation of the bonds in the Circuit Court for Indian River County, Florida, pursuant to the provisions of Ch. 75, Fla. Stat. (1981).