Purchase and sale agreement - NLRC/Vidler and Southern Nevada Water Authority


    PURCHASE
      AND SALE AGREEMENT


      THIS
        AGREEMENT (“Agreement”) is made and
        entered into this 30th day of June, 2006, by and between NEVADA LAND AND
        RESOURCE COMPANY, a Nevada limited liability company (“NLRC”)
        and VIDLER WATER COMPANY, INC., a Nevada corporation
        (“VIDLER”) (collectively “SELLER”), whose address is 3480 GS Richards Blvd.,
        Suite 101, Carson City, Nevada 89703, and SOUTHERN NEVADA WATER AUTHORITY,
        a
        Joint Powers Authority established pursuant to NRS Chapter 277 (“BUYER”) whose
        address is 1001 S. Valley View Blvd, Las Vegas, Nevada 89153. SELLER and
        BUYER
        are sometimes hereinafter referred to individually as a “Party” and collectively
        as the “Parties.” The date that SELLER and BUYER have executed this Agreement is
        referred to herein as the “Effective Date”.


    R
      E C I T A L S

    A.  NLRC
      is the owner of all that land and real property lying and situated in White
      Pine
      County, Nevada, commonly known as Spring Valley Ranch including but not limited
      to the land more particularly described on Exhibit “A” attached hereto and
      incorporated herein by this reference located in White Pine County, Nevada
      (which, together with all easements and other appurtenances thereto is referred
      to herein as the “Real Property”).  

    B.  NLRC
      and VIDLER are the owners of the water rights which are appurtenant to the
      Real
      Property or used in connection therewith, including but not limited to the
      water
      rights and water rights applications described in Exhibit “A-1” hereto (“Water
      Rights”). NLRC is the owner of those certain Stock Water Rights used in
      conjunction with its cattle ranching operation which are more particularly
      described and set forth in Exhibit “A-2” attached hereto, which Stock Water
      Rights are being expressly retained by SELLER.

    C.  SELLER
      is the owner of certain grazing permits which are described in Exhibit “B”
hereto (“Grazing Permits”) some of which are to be transferred to BUYER and some
      of which are to be retained by SELLER as set forth in Exhibit “B”.

    D.  The
      Real Property, the Water Rights and the Grazing Permits designated as being
      transferred to BUYER are collectively referred to as the
“Property”.

    E.  SNWA
      is familiar with the ranch property and related water rights for the ranch
      property and the Parties believe that there are inherent surface water rights
      and recharge benefits related to the ranch property which provide water resource
      management benefits to Spring Valley.

    F.  SELLER
      desires to sell and BUYER desires to acquire the Property on the terms and
      conditions set forth herein.

    NOW
      THEREFORE, in consideration of the mutual
      covenants, terms and conditions herein contained, the Parties hereby agree
      as
      follows:

    1.  REPRESENTATIONS
      AND WARRANTIES: NO PERSON IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF BUYER
      ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, WARRANTY, GUARANTY
      OR
      PROMISE EXCEPT AS SET FORTH HEREIN; AND NO AGREEMENT, STATEMENT, REPRESENTATION
      OR PROMISE MADE BY ANY SUCH PERSON WHICH IS NOT CONTAINED HEREIN SHALL BE VALID
      OR BINDING ON SELLER. THE ONLY REPRESENTATIONS OR WARRANTIES OUTSTANDING WITH
      RESPECT TO THE SUBJECT MATTER OF THIS TRANSACTION, EITHER EXPRESS OR IMPLIED
      BY
      LAW, ARE SET FORTH HEREIN,
      AND BUYER EXPRESSLY WAIVES THE RIGHT TO ANY
      WARRANTY IMPLIED BY LAW. BUYER ACKNOWLEDGES THAT SELLER HAS MADE THE SUBJECT
      PROPERTY AVAILABLE FOR THE BUYER’S INDEPENDENT INSPECTION. THE PARTIES FURTHER
      ACKNOWLEDGE THAT, EXCEPT FOR THE SPECIFIED EXPRESS WARRANTIES OF THE OTHER
      CONTAINED IN THIS AGREEMENT, IF ANY, THE SUBJECT PROPERTY IS CONVEYED IN AN
“AS
      IS” CONDITION.

    2.  PURCHASE
      AND SALE OF REAL PROPERTY: SELLER agrees to convey the Property, together with
      all of SELLER’S rights, title and interest therein, in accordance with the terms
      of this Agreement.

    3.  PURCHASE
      PRICE: The purchase price for the Property shall be TWENTY TWO MILLION AND
      00/100 DOLLARS ($22,000,000.00), which shall be paid by BUYER to SELLER in
      accordance with the terms of this Agreement.


      4. ESCROW,
        CONVEYANCE, AND TITLE INSURANCE: Escrow shall be with TICOR TITLE OF NEVADA,
        INC. (“Escrow Holder”), which is located at 5441 Kietzke Lane, Suite 100, Reno,
        NV 89511, Escrow Officer, Susan Longero, telephone
        775-324-7400.


    a.  Escrow
      shall open as of the date upon which Escrow Holder has received a fully signed
      original, or counterpart originals, of this Agreement, accompanied by the sums
      and documents required herein. The date all such items have been delivered
      to
      Escrow Holder shall be referred to herein as the “Opening of Escrow” and
      reported by letter to the Parties by Escrow Holder, and the date escrow actually
      closes and the deed is recorded shall be referred to as “Close of
      Escrow” or the “Closing”. Escrow Holder is hereby
      authorized and instructed to act in accordance with the provisions of this
      Agreement, which Agreement, together with Escrow Holder’s standard escrow
      instructions, shall constitute Escrow Holder’s escrow instructions. As between
      the Parties, if there is a conflict between Escrow Holder’s standard
      instructions and this Agreement, this Agreement will control.

    b.  Ad
      valorem property taxes for the current fiscal year shall be prorated as of
      the
      Close of Escrow.

    c.  All
      assessments and/or special taxes, including the full principal amount of all
      bonded indebtedness encumbering the Property due and owing at the time of
      closing, if any, shall be prorated as of Close of Escrow. If any deferred
      agricultural taxes are due as of the Closing BUYER shall be responsible for
      deferred agricultural taxes up to a maximum amount of EIGHTY FOUR THOUSAND
      ($84,000.00) DOLLARS. Any deferred agricultural taxes due as of the Closing
      in
      excess of this EIGHTY FOUR THOUSAND ($84,000.00) DOLLARS shall be the
      responsibility of SELLER.

    d.  SELLER,
      at SELLER’S expense, shall furnish BUYER with a C.L.T.A. policy of title
      insurance in the full amount of the Purchase Price issued by TICOR TITLE
      INSURANCE COMPANY, subject only to those exceptions disclosed herein, or on
      the
      preliminary title report, or otherwise not objected to by BUYER.

    e.  BUYER
      and SELLER shall each pay one-half (1⁄2) of the escrow fee and any and all other
      fees, including recording fees, document preparation fees and similar costs
      not
      specifically allocated in this Agreement. The parties
      acknowledge that no real property transfer tax is due upon transfer to BUYER
      of
      the Property.

    f.  Title
      to Property shall be conveyed by Grant, Bargain and Sale Deed, title to the
      Water Rights shall be conveyed by a separate Grant, Bargain and Sale Deed.
      and
      title to the Grazing Rights designated to be transferred from SELLER to BUYER
      shall be transferred by Assignment from SELLER to BUYER.

    5. PAYMENT
      OF PURCHASE PRICE: The Purchase Price to be paid by BUYER to Escrow Holder
      for
      SELLER as follows:

    a.  Upon
      execution of this Agreement, BUYER shall deposit into escrow the amount of
      ONE
      HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00), (which, together with
      interest thereon, is referred to herein as the “Deposit”). Escrow Holder shall
      hold the Deposit in an interest bearing account acceptable
      to SELLER and BUYER, and the Deposit shall be credited to the
      Purchase Price at Close of Escrow, or if Escrow fails to close, otherwise
      disbursed as set forth herein. 

    b.  On
      August 21, 2006, the date set for the
      Close of Escrow, BUYER shall deliver to
      Escrow Holder TWENTY-ONE MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS
      ($21,900,000.00), together with BUYER’S share of the closing costs and Escrow
      fees, in cash, federal funds, wire transfer funds or other readily available
      funds.


      6. DUE
        DILIGENCE PERIOD: BUYER shall have until thirty (30) days after the Effective
        Date (hereinafter “Due Diligence Period”) to satisfy itself as to the items and
        matters which BUYER in its sole judgment feels are important and germane
        to the
        acquisition and ownership of the Property. If BUYER has not provided written
        notice of rejection of the Property to the SELLER and Escrow Holder prior
        to the
        expiration of the Due Diligence Period, the Deposit, together with any accrued
        interest, become nonrefundable, except in the case of SELLER’S default
        hereunder. In the event BUYER terminates this Agreement during the Due Diligence
        Period, the Deposit shall be refunded to BUYER. If this Agreement is not
        so
        terminated, the Deposit shall remain in Escrow until Close of Escrow, at
        which
        time it shall be applied to the Purchase Price. 


    7.  BUYER’S
      CONDITIONS ON CLOSE OF ESCROW: Close of Escrow shall be subject to the following
      conditions: The parties shall diligently attempt to achieve the satisfaction
      of
      these conditions without undue delay. If any of these conditions cannot be
      met,
      then, unless waived by BUYER, Escrow Holder, upon receipt of notification from
      BUYER or from SELLER that it cannot or will not be able to satisfy a condition,
      shall immediately cancel the Escrow and if such cancellation occurs, return
      the
      Deposit to BUYER and neither Party shall have any further obligation, rights,
      or
      liability under this Agreement. In the event of such cancellation SELLER shall
      pay the Escrow costs.

    a.  Except
      as otherwise approved by BUYER, title to the Property shall be free of liens
      and
      encumbrances except those evidenced by the preliminary title report. SELLER
      shall, at its expense, furnish BUYER with a preliminary title report within
      ten
      (10) days after Opening of Escrow. Within ten (10) days of receipt of: (i)
      the
      preliminary title report; or (ii) any supplemental or amendatory report and
      the
      documents referred to as exceptions thereto, BUYER shall give SELLER notice
      specifying those matters which are unacceptable conditions of title. Said
      preliminary title report as supplemented and/or amended is hereinafter referred
      to as the “Title Report.” All exceptions in the Title Report not specifically
      disapproved by BUYER within ten (10) days after receipt of the initial submittal
      and/or, as applicable, supplementary or amendatory materials by BUYER, shall
      be
      deemed to have been approved. SELLER shall attempt to remove such objectionable
      items within ten (10) days thereafter, but in any event prior to the Close
      of
      Escrow, and if SELLER fails to remove such objectionable
      items within said period, and/or if the Title Policy will not be issued in
      the
      exact form approved by BUYER, SELLER shall notify BUYER in writing of such
      fact,
      and BUYER shall have the election to be exercised in writing within five (5)
      days after delivery to BUYER of such notice of SELLER of either:

    1)  terminating
      this Agreement, in which event Escrow Holder shall return the Deposit and all
      other funds and documents deposited herein to the Party depositing same;
      or

    2)  accepting
      the Property subject to the objectionable items.

    b.  To
      the extent that the same exists, SELLER shall furnish BUYER with any and all
      land surveys and environmental assessments of, and any and all reports
      pertaining to, the Property in SELLER’S possession, within
      ten (10) days after Opening of Escrow, if any exist.
      Should BUYER fail to close escrow for whatever reason, BUYER shall promptly
      return all such land surveys, environmental assessments or other evaluations
      of
      the Property to SELLER.

     

    c.  Current
      Lease. The Real Property is subject to that certain current, on-going lease
      agreement with CL Cattle Company through October 31, 2007. The Real Property
      is
      being conveyed subject to said lease agreement which shall be assigned to BUYER
      at the Close of Escrow. The parties agree to cooperate in providing any required
      notice to lessee. Any lease payments pursuant to said lease agreement shall
      be
      prorated between SELLER and BUYER as of the Close of Escrow. 
      Within
      ten (10) days after the Effective Date, SELLER shall obtain a written waiver
      from the current lessee waiving any option to purchase the Property or right
      of
      first refusal with respect thereto.

    d.  Grazing
      Rights. There are various grazing permits and allotments that have been
      historically associated with the Spring Valley Ranch, as set forth in Exhibit
      “B” attached hereto. The grazing permits are granted by the Bureau of Land
      Management (BLM) and are specifically associated with certain “base property”
owned by NLRC.

    Portions
      of Spring Valley Ranch and the Grazing Permits are currently the subject of
      a
      lease with CL Cattle Company as set forth above. It is the intent of the parties
      that the Grazing Permits and allotments associated with the main headquarters
      ranch in Spring Valley and the Sunkist, Stonehouse, Larsen and Osborne
      properties be transferred to BUYER and the remaining permits and allotments
      be
      retained by NLRC as set forth in Exhibit B.

    e.  It
      is the
      intent of the parties that the Stock Water Rights assocated with the cattle
      ranching operation which are specifically set forth on Exhibit A-2 attached
      hereto and incorporated herein be retained by NLRC. NLRC will retain the Grazing
      Permits and allotments associated with Chin Creek, the Willow Springs and
      Connors Summit Allotments for use in their cattle ranching operation as set
      forth in Exhibit B. The parties agree to use their best efforts and to cooperate
      and execute such further documents as may be necessary to accomplish the
      transfer and allocation of the BLM Grazing Permits and allotments as set forth
      herein.

    f.  BUYER’S
      obligations under the terms of this Agreement are expressly contingent upon
      the
      approval of this transaction by its Board of Directors prior to Close of Escrow.
      In the event that the Board of Directors of BUYER fails to formally approve
      this
      Agreement and the transaction provided for herein by July 31, 2006, Escrow
      shall
      be cancelled and the Deposit, les any costs, shall be delivered to
      SELLER.

    8.  REMEDIES:
      

     


      8.1 SELLER’S
        Remedies. LIQUIDATED
        DAMAGES: BUYER RECOGNIZES THAT SELLER’S PROPERTY WILL BE REMOVED FROM THE MARKET
        DURING THE EXISTENCE OF THIS AGREEMENT. BOTH PARTIES AGREE THAT IF BUYER
        MATERIALLY BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT AND SUCH BREACH
        RESULTS
        IN BUYER’S FAILURE TO CLOSE ESCROW, SELLER SHOULD BE ENTITLED TO COMPENSATION
        FOR THE DETRIMENT DESCRIBED ABOVE, BUT THAT IT IS EXTREMELY DIFFICULT AND
        IMPRACTICAL TO ASCERTAIN THE EXTENT OF SELLER’S ACTUAL DAMAGE. IN PLACING THEIR
        INITIALS AT THE PLACE PROVIDED BELOW THE PARTIES AGREE THAT IN THE EVENT
        OF SUCH
        DEFAULT, SELLER SHALL RETAIN, AS ITS SOLE REMEDY AT LAW OR IN EQUITY, BUYER’S
        DEPOSIT IN THE AMOUNT OF $100,000.00 AS LIQUIDATED DAMAGES FOR SUCH
        DETRIMENT.


    


    SELLER’S
      Initials   BUYER’S
      Initials

    


     

    /s/DATP
          /s/pm  

     


      8.2 BUYER’S
        Remedies. If Closing fails to
        occur because of SELLER’S default, BUYER shall have all remedies available to
        BUYER at law or in equity, including specific performance.


    9.  SELLER’S
      REPRESENTATIONS, COVENANTS, WARRANTIES AND OBLIGATIONS:

    a. SELLER
      represents to BUYER that to the
      best knowledge of SELLER, the title to the Property to be conveyed to BUYER
      will
      not be encumbered by any easements, persons in possession, government patents
      or
      other rights, other than those items disclosed on the Title Report or which
      would be disclosed by a physical inspection of the Property or as specifically
      described herein. To the best knowledge of SELLER, the exception of common
      ranch
      materials and waste, there is no hazardous, toxic or radioactive material on
      the
      Real Property. SELLER agrees BUYER and/or its agents may make all disclosures
      and file all reports which may be required by law with respect to discovery
      of
      any hazardous, toxic or radioactive materials on the Real Property as a result
      of such investigations and hereby releases and holds BUYER harmless with respect
      to liability arising out of such disclosure. 

      SELLER
      covenants there are not threatened or pending annexation proceedings,
      condemnation proceedings or litigation against or affecting any part of the
      Property.

    During
      the pendency of this Agreement, SELLER shall not commit or suffer to be
      committed any waste in or upon the premises of the Real Property. Waste shall
      include, but not be limited to, any injury to the Real Property which renders
      it
      in a condition materially different from its condition at the date of this
      Agreement.

    b.  As
      a
      material inducement to BUYER’S purchase of the Property, SELLER agrees that
      SELLER will not acquire within a period of three (3) years after Close of Escrow
      in its own name, or through any entity in which SELLER has an ownership interest
      or through any entity affiliated with any owner of SELLER (collectively
“SELLER’S Affiliates”) any land or water rights within the larger of (a) the
      area known as Spring Valley, White Pine County, Nevada or (b) the area
      designated by the State Engineer of the State of Nevada as Basin 184 within
      White Pine County (herein “Reserved Property”). It is expressly understood and
      acknowledged that VIDLER is currently involved with the Lincoln County Water
      District and nothing in this agreement is intended to in anyway impair the
      activities relating to the water resource development activities in Lincoln
      County by Lincoln County Water District and VIDLER. In the event any such
      acquisition of Reserved Property occurs, the SELLER MUST provide written notice
      to BUYER of such acquisition within ten (10) days of execution of such hereby
      grants to BUYER the exclusive right and option (the “Option”) to purchase the
      Reserved Property so purchased by SELLER or SELLER’S Affiliate at a price equal
      to the purchase price paid by SELLER or SELLER’S Affiliate, which Option shall
      expire one (1) year after such acquisition by SELLER or SELLER’S Affiliate
      (“Option Expiration Date”), unless the Option is exercised by written notice
      given by BUYER to SELLER in the manner and at the address set forth in this
      Agreement prior to the Option Expiration Date. In the event the Option is
      exercised, escrow for the Reserved Property (the “Option Escrow”) shall close
      within sixty (60) days after the exercise of the Option. At close of the Option
      Escrow, SELLER shall be obligated to deliver title to the Reserved Property
      to
      BUYER (whether or not SELLER or SELLER’S Affiliate acquired the Reserved
      Property) in the same condition as existed on the date of such acquisition
      with
      all water rights, which shall be in good standing with the State Engineer.
      The
      purchase price for the Reserved Property shall be payable either in cash or
      under the same terms under which SELLER or SELLER’S Affiliate acquired the
      Reserved Property, at the option of BUYER. BUYER shall have the unilateral
      right
      to execute and record in the office of the County Recorder of the County in
      which the Reserved Property is located at any time after acquisition thereof
      by
      SELLER or SELLER’S Affiliate, a Memorandum of Option in a form satisfactory to
      BUYER describing the Option and the Reserved Property which is subject to the
      Option.

    c.  Notwithstanding
      any quantities or duties of water rights represented in the Exhibit A-1, SELLER
      does not warrant that any quantity of water or water rights will be approved
      for
      a change in manner of use, point of diversion or place of use by the Nevada
      State Engineer or warrant that any quantity of water will be permitted or
      certified by the Nevada State Engineer under any water rights application
      transferred hereunder.

    10.  ASSIGNMENT:
      Neither BUYER nor SELLER shall have the right to assign this Agreement and
      its
      rights under it, without the express written consent of the other party, which
      consent will not be unreasonably withheld.

    11.  POSSESSION:
      Possession of the Property shall be given to BUYER at Close of Escrow, but
      during the term of this Agreement BUYER and its agents may enter upon the Real
      Property upon reasonable notice to SELLER, for the purpose of performing
      engineering, surveying or soil testing. BUYER agrees to pay, defend, indemnify
      and hold SELLER harmless from all liability, claims, costs and expense, except
      such as might accrue from the mere discovery of hazardous or toxic material,
      resulting from BUYER’S activities on the Real Property during the escrow period.
      Should the BUYER fail to acquire the Property, then it is agreed that SELLER
      shall receive copies of all studies, test results and engineering generated
      by
      BUYER. 

    12.  BINDING
      EFFECT: This Agreement shall bind and inure to the benefit of the respective
      heirs, representatives, successors and assigns of BUYER and SELLER.

    13.  NOTICES:
      No notice, request, demand, instruction or other document to be given hereunder
      to any Party shall be effective for any purpose unless personally delivered
      to
      the person at the appropriate address set forth below (in which event such
      notice shall be deemed effective only upon such delivery) delivered by air
      courier next-day delivery (e.g., Federal Express), or delivered by U.S. mail,
      sent by registered or certified mail, return receipt requested as
      follows:

    If
      to
      SELLER, to: NEVADA
      LAND AND RESOURCE COMPANY

    3480
      GS
      Richards Boulevard, Suite 101

    Carson
      City, NV 89703

    Fax:
      (775) 885-5005

    


    If
      to
      BUYER, to: SOUTHERN
      NEVADA WATER AUTHORITY

    1001
      S.
      Valley View Blvd.

    Las
      Vegas, Nevada 89153

    Fax:
      (702) 258-3269

    


    Notices
      delivered by air courier shall be deemed to have been given the next business
      day after deposit with the courier and notices mailed shall be deemed to have
      been given on the second day following deposit of same in any United States
      Post
      Office mailbox in the state to which the notice is addressed or on the third
      day
      following deposit in any such post office box other than in the state to which
      the notice is addressed, postage prepaid, addressed as set forth above. The
      addresses and addressees, for the purpose of this Paragraph, may be changed
      by
      giving written notice of such change in the manner herein provided for giving
      notice. Unless and until such written notice of change is received, the last
      address and addressee stated by written notice, or provided herein if no such
      written notice of change has been received, shall be deemed to continue in
      effect for all purposes hereunder.

    14.  TIME:
      Time is of the essence for each provision of this Agreement of which time is
      a
      factor.

    15.  ATTORNEYS’
      FEES: In the event of any action or proceeding, including an arbitration brought
      by either Party against the other under this Agreement, the Parties shall each
      be responsible for their own costs and expenses including the actual fees of
      its
      attorneys incurred for prosecution, defense, consultation or advice in such
      action or proceeding.

    16.  COMPUTATION
      OF PERIODS: All periods of time referred to in this Agreement shall include
      all
      Saturdays, Sundays and state or national holiday, unless the period of time
      specifies business days, provided that if the date to perform any act or give
      any notice with respect to this Agreement, shall fall on a Saturday, Sunday
      or
      state or national holiday, such act or notice may be timely performed or given
      on the next succeeding day which is not a Saturday, Sunday or state or national
      holiday.

    17.  INTERPRETATION:
      The Parties hereto acknowledge and agree that each has been given the
      opportunity to review this Agreement with legal counsel independently, and/or
      has the requisite experience and sophistication to understand, interpret and
      agree to the particular language of the provisions hereof. The Parties have
      equal bargaining power, and intend the plain meaning of the provisions herein.
      In the event of an ambiguity in or dispute regarding the interpretation of
      same,
      the interpretation of this Agreement shall not be resolved by any rule of
      interpretation providing for interpretation against the Party who causes the
      uncertainty to exist or against the draftsman.

    18.  ENTIRE
      AGREEMENT: This Agreement contains the complete and entire agreement and
      understanding of the parties hereto with respect to the subject matter contained
      herein, and any and all prior or contemporaneous agreements, understandings,
      representations and statements, oral or written, of the parties hereto are
      revoked and merged herein. This Agreement may be amended, modified, changed
      or
      terminated only by a written instrument executed by the SELLER and BUYER. There
      are no agreements, restrictions, promises, warranties, covenants or other
      undertakings other than those expressly set forth herein. 

    19.  SURVIVABILITY:
      All covenants of BUYER or SELLER which are intended hereunder to be performed
      in
      whole or in part after Close of Escrow and all representations, warranties
      and
      indemnities by either Party to the other, shall survive Close of Escrow and
      delivery of the Grant, Bargain and Sale Deeds, and be binding upon and inure
      to
      the benefit of the respective Parties.

    20.  MUTUAL
      INDEMNITY: SELLER and BUYER hereby agree to indemnify, defend and hold the
      other
      Party harmless against any and all liability, claims, costs or expenses arising
      directly or indirectly out of the covenants, representations and warranties
      given by the indemnifying Party to the other in this Agreement.

    21.  AUTHORITY
      OF PARTIES: Any corporation signing this Agreement, and each agent, officer,
      director, or employee signing on behalf of such corporation, but in his
      individual capacity, represents and warrants that said Agreement is duly
      authorized by and binding upon said corporation. Any individual signing this
      Agreement on behalf of a partnership or business entity other than a corporation
      represents that such other entity has power and authority to enter into this
      Agreement, and by such person’s act is bound hereby.

    22.  COUNTERPART:
      This Agreement and any other agreement (or document) delivered pursuant hereto
      may be executed in one or more counterparts and by different Parties in separate
      counterparts. All of such counterparts shall constitute one and the same
      agreement and shall become effective when one or more counterparts of this
      Agreement have been signed by each Party and delivered to the other
      Parties.

    23.  NO
      BROKER’S COMMISSION: BUYER and SELLER each warrant and represent to the other
      that it has not contracted with any broker or finder with regard to this
      transaction, and agrees to indemnify and defend the other and to hold the other
      harmless from and against all claims, liability, demands, damages and costs
      of
      any kind arising from or connected with any such fee or commission claimed
      to be
      due any person rising from such party’s conduct with respect to this Option
      Agreement or the transaction contemplated hereby.

    24.  TAX
      DEFERRED EXCHANGE: At the sole discretion and election of SELLER and so long
      as
      no delay of the dates set forth herein is required, the BUYER and SELLER agree
      that BUYER will cooperate with the SELLER, but at the sole cost and expense
      of
      SELLER, in effecting a “Starker” or other tax deferred exchange of the Property
      pursuant to the provisions of Section 1031 of the United States Internal Revenue
      Code. Such cooperation is understood to be limited to the execution of such
      necessary and appropriate “exchange instructions” as the Title Company of the
“accommodator” for the SELLER may reasonable require.

    25.  POST
      CLOSING STATE ENGINEER HEARINGS. At the Close of Escrow, SELLER shall cease
      its
      participation as an “interested person” in the hearings before the State
      Engineer with respect to Applications 53987 to 53992 and 54003 to 54029, filed
      in the Spring Valley Hydrographic Basin, currently scheduled to begin on
      September 11, 2006.

    IN
      WITNESS WHEREOF, SELLER and BUYER have fully executed this Agreement as of
      the
      date first above written.

     

     

    “SELLER”     “BUYER”

    


    NEVADA
      LAND AND RESOURCE  SOUTHERN
      NEVADA WATER AUTHORITY

    COMPANY,
      LLC, a Nevada    a
      Joint
      Powers Authority under the laws of Nevada

    limited
      liability company

    


    By:
      /s/
      Dorothy A. Timian-Palmer  By:
      /s/
      Patricia Mulroy ____________ 

     

    Dorothy
      A. Timian-Palmer             Patricia
      Mulroy


    Chief
      Operating Officer              General
      Manager

    



      VIDLER
        WATER COMPANY, INC.



      a
        Nevada corporation


    


    



      By: /s/
        Dorothy A. Timian-Palmer

      Name: Dorothy
        A. Timian-Palmer



      Title:
        Chief Operating Officer


    


    Approval
      by SNWA Board

     

     

    The
      foregoing Agreement is hereby approved this ___20th_ day of _____July______,
      2006.

     

    ___/s/
      Amanda Cyphers_____________________________________

    Amanda
      Cyphers, Chairperson of the Board of


      Directors
        of Southern Nevada Water Authority