11-10-08 Special Called Meeting of the La Porte Development Corporation Board of Directors

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Knudson # 0080990 081125 The disputing party shall give the other party written notice of the dispute via certified mail, or nationally recognized commercial delivery service. Within ten days after receipt of said notice, the receiving party shall submit to the other a written response. The notice shall include (a) a statement of each party's position and a summary of the evidence and arguments supporting its position, and (b) the name and title of the executive who will represent that party. The executives shall meet at a mutually acceptable time and place within twenty calendar days of the date of the disputing party's notice and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute. If the controversy or claim has not been resolved within thirty days of the meeting of the senior executives, the parties shall endeavor to settle the dispute by mediation under the Center for Public Resources Model Procedure for Mediation of Business Disputes, or pursue amicable termination of this Agreement. If the matter has not been resolved pursuant to the aforesaid mediation procedure within sixty days of the commencement of such procedure, (which period may be extended by mutual agreement), of if either party will not participate in such procedure, the parties shall pursue amicable termination. FORCE MAJEURE The term force majeure as used herein shall mean an unforeseen event, occurrence beyond the control and without the fault or negligence of a party including, but not limited to: earthquake, weather, flood, fire, explosion, malicious mischief, insurrection, riot, labor strike, lockouts, boycott, acts of a public enemy, war, compliance with any order or directive of any governmental agency. To the extent that a party's performance under this Agreement is rendered impossible or impracticable due to force majeure, that party shall be relieved of any further obligation under this Agreement except as to obligations incurred prior to the force majeure event which by their nature survive termination, including payment and indemnity obligations hereunder. OWNERSHIP OF DOCUMENTS All documents produced by the Knudson under this Agreement shall remain the property of Knudson as evidence of service and may not be used by the Client for any endeavor without the written consent of the Knudson prior to payment of all outstanding invoices. After payment of all outstanding invoices, ownership of all documents transfers to the Client as work for hire. Electronic documents prepared by Knudson as part of the scope of work will be supplied in a read only format. No modification, manipulation or use of these electronic documents is allowed without the express written approval of Knudson. Any modification, manipulation or use of these documents by the owner, whether approved by Knudson or not, is the responsibility of the owner. Knudson assumes no responsibility for documents modified or manipulated by anyone other than Knudson. Knudson assumes no responsibility for the accuracy of data supplied by others but used by Knudson in the preparation of any document required by the scope of work. Knudson retains ownership and all copyrights of these documents in a format which can be modified. Once all Knudson invoices are paid, ownership in a (one) read only version of each document will be transferred to the owner, if requested. Knudson is not responsible for supplying software, licensees or hardware which the owner made need to read the electronic version of any 30f7