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40 Bond pursuant to two Guaranty Agreements of even date herewith (hereinafter referred to as the "Company Guaranty" and the "Personal Guaranty," respectively). The County, the Bondholder, the Proprietor, and the Company desire to set forth certain terms and conditions with respect to the purchase, sale and issuance of the Bond, the custody and application of the proceeds thereof, and the custody and application of funds received for the purpose of paying prin- cipal and interest thereon. AGREEMENT In consideration of the foregoing, the parties hereto agree as follows: Section 1. Issuance and Purchase of Bond. The County shall issue the Bond substantially in the form attached as Exhibit A hereto. The Bond shall be in the principal amount of $850,000, shall be designated "Indian River County, Florida, Industrial Development Revenue Bond, Series 1982 (Rampmaster Project)". The Bond shall be dated as of its date of delivery and shall be stated to mature as stated therein, subject to the right or requirement, as the case may be, of prepayment, all as set forth in the Bond. In reliance upon the representations, warranties and agreements herein contained, and subject to the conditions herein set forth, at the Closing Time (herein defined) the County agrees to issue and sell the Bond to the Bondholder, and the Proprietor agrees to enter into the Lease with the Company and to grant and deliver to the County an assignment of the Lease and the Rents thereunder and its Personal Guaranty and to further secure the repayment of its loan by encumbering the Project with its Mortgage and Security Agreement. The Company shall deliver to the County its Guaranty Agreement. The County shall assign certain of its rights to the Bondholder, all of such documents to be in the form attached as exhibits hereto. Payment for the Bond shall be made at the price of par, and this Bond shall be issued, at 10:00 A.M., local time, on December 29, 1982, at the offices of Fleming, O'Bryan & Fleming, Boca Raton, Florida, or at such other time, date and place as may be mutually agreed upon by the parties hereto (the "Closing Time"). Pending expiration of the period for taking an appeal from the judgment of the Circuit Court in and for Indian River County, Florida, the Bond, the proceeds from the delivery thereof and the documents incidental to such delivery will be held in escrow by Robert A. Koppen, Esquire, pursuant to an Escrow Agreement (the "Escrow Agreement") between the County, the Proprietor, the Bondholder and Robert A. Koppen, Esquire. Section 2. Representations and Agreements of the County. The County represents and agrees with the Bondholder, the Proprietor and the Company as follows: -2-