**EXHIBIT2.1**

 

**STOCKPURCHASE AGREEMENT**

** **

** **

**BY ANDAMONG**

** **

**MONACOCOACH CORPORATION,**

** **

**MCCACQUISITION CORPORATION,**

** **

**OUTDOORRESORTS OF AMERICA, INC.,**

** **

**AND**

** **

**OUTDOORRESORTS OF NAPLES, INC.,**

** **

** **

**Dated asof November 27, 2002**

 

----

 

**TABLEOF CONTENTS**

 
| ARTICLE I PURCHASE AND SALE  OF COMPANY CAPITAL STOCK |
|-------------------------------------------------------|
|                                                  |   |   |
| 1.1                                                   |   | Purchase and  Sale |
| 1.2                                                   |   | Closing Date |
| 1.3                                                   |   | Certain  Definitions |
| 1.4                                                   |   | Acquisition Consideration |
| 1.5                                                   |   | Transfer of  Certificates and Agreements |
| 1.6                                                   |   | Lost, Stolen or  Destroyed Certificates |
| 1.7                                                   |   | Tax |
| 1.8                                                   |   | Taking of  Necessary Action; Further Action |
| 1.9                                                   |   | Interpretation and  Construction |
|                                                  |   |   |
| ARTICLE II REPRESENTATIONS  AND WARRANTIES OF ORA     |
|                                                  |   |   |
| 2.1                                                   |   | Organization of the Company |
| 2.2                                                   |   | Company Capital Structure |
| 2.3                                                   |   | Subsidiaries |
| 2.4                                                   |   | Authority |
| 2.5                                                   |   | Company Financial  Statements |
| 2.6                                                   |   | ORA  Financial Statements |
| 2.7                                                   |   | No Undisclosed Liabilities |
| 2.8                                                   |   | No Changes |
| 2.9                                                   |   | Tax and Other Returns  and Reports |
| 2.10                                                  |   | Restrictions on  Business Activities |
| 2.11                                                  |   | Title of  Properties; Absence of Liens and Encumbrances; Condition of Equipment |
| 2.12                                                  |   | Intellectual  Property |
| 2.13                                                  |   | Agreements,  Contracts and Commitments |
| 2.14                                                  |   | Interested Party  Transactions |
| 2.15                                                  |   | Governmental Authorization |
| 2.16                                                  |   | Litigation |
| 2.17                                                  |   | Accounts  Receivable |
| 2.18                                                  |   | Minute Books |
| 2.19                                                  |   | Environmental  Matters |
| 2.20                                                  |   | Brokers’ and Finders’ Fees;  Third Party Expenses |
| 2.21                                                  |   | Employee Matters and  Benefit Plans |
| 2.22                                                  |   | Insurance |
| 2.23                                                  |   | Compliance  with Laws |
| 2.24                                                  |   | Consents |
| 2.25                                                  |   | No  Injunctions or Restraints on Conduct of Business |
| 2.26                                                  |   | Representations  relating to the Property |
| 2.27                                                  |   | Warranties;  Indemnities |
| 2.28                                                  |   | Representations  Complete; Disclosure |
| 2.29                                                  |   | No Other  Representations or Warranties |

 

i

----

 
| ARTICLE III  REPRESENTATIONS AND WARRANTIES OF MONACO AND BUYER          |
|--------------------------------------------------------------------------|
|                                                                     |   |   |
| 3.1                                                                      |   | Organization,  Standing and Power |
| 3.2                                                                      |   | Authority |
| 3.3                                                                      |   | Consents |
| 3.4                                                                      |   | Noncontravention |
| 3.5                                                                      |   | Brokers’  and Finders’ Fees; Third Party Expenses |
| 3.6                                                                      |   | Monaco Loan |
| 3.7                                                                      |   | No Other  Representations or Warranties |
|                                                                     |   |   |
| ARTICLE IV CONDUCT PRIOR  TO CLOSING                                     |
|                                                                     |   |   |
| 4.1                                                                      |   | Conduct of Business  of the Company |
| 4.2                                                                      |   | Sale to A.R.M |
| 4.3                                                                      |   | Other Offers |
|                                                                     |   |   |
| ARTICLE V ADDITIONAL  AGREEMENTS                                         |
|                                                                     |   |   |
| 5.1                                                                      |   | Securityholder Agreements |
| 5.2                                                                      |   | Resignation  of Directors and Officers of Company |
| 5.3                                                                      |   | Access |
| 5.4                                                                      |   | Confidentiality |
| 5.5                                                                      |   | Expenses |
| 5.6                                                                      |   | Brokers’  or Finders’ Fees |
| 5.7                                                                      |   | Consents |
| 5.8                                                                      |   | Reasonable  Best Efforts |
| 5.9                                                                      |   | Notification of Certain  Matters |
| 5.10                                                                     |   | Election  to Supplement Sellers’ Disclosure Letter |
| 5.11                                                                     |   | Inspection  Period |
| 5.12                                                                     |   | Risk of Loss |
| 5.13                                                                     |   | Notice of  Damage |
| 5.14                                                                     |   | Public  Disclosure |
| 5.15                                                                     |   | Closing  Cost Schedule |
| 5.16                                                                     |   | Additional  Documents and Further Assurances |
|                                                                     |   |   |
| ARTICLE VI CONDITIONS TO  THE ACQUISITION                                |
|                                                                     |   |   |
| 6.1                                                                      |   | Conditions  to Obligations of Each Party to Effect the Acquisition |
| 6.2                                                                      |   | Additional  Conditions to Obligations of the Company and ORA |
| 6.3                                                                      |   | Additional  Conditions to the Obligations of Monaco and Buyer |
|                                                                     |   |   |
| ARTICLE VII SURVIVAL OF  REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION |
|                                                                     |   |   |
| 7.1                                                                      |   | Survival of  Representations and Warranties |
| 7.2                                                                      |   | Indemnification |
| 7.3                                                                      |   | Arbitration |
| 7.4                                                                      |   | Guaranty |
| 7.5                                                                      |   | Subrogation |
| 7.6                                                                      |   | Claims Made  by ORA |

 

ii

----

 
| ARTICLE VIII TERMINATION,  AMENDMENT AND WAIVER |
|-------------------------------------------------|
|                                            |   |   |
| 8.1                                             |   | Optional  Termination |
| 8.2                                             |   | Automatic  Termination |
| 8.3                                             |   | Effect  of Termination |
| 8.4                                             |   | Amendment |
| 8.5                                             |   | Extension;  Waiver |
|                                            |   |   |
| ARTICLE IX POST-CLOSING  COVENANTS              |
|                                            |   |   |
| 9.1                                             |   | Sale of the Property by  Buyer |
| 9.2                                             |   | Tax Matters |
| 9.3                                             |   | ORA Additional Cooperation |
| 9.4                                             |   | Loan Release |
|                                            |   |   |
| ARTICLE X GENERAL PROVISIONS                    |
|                                            |   |   |
| 10.1                                            |   | Notices |
| 10.2                                            |   | Headings |
| 10.3                                            |   | Counterparts |
| 10.4                                            |   | Entire  Agreement |
| 10.5                                            |   | Assignment |
| 10.6                                            |   | Severability |
| 10.7                                            |   | Other Remedies |
| 10.8                                            |   | No Third Party  Beneficiaries |
| 10.9                                            |   | Governing Law |
| 10.10                                           |   | Specific  Performance |

 

iii

----

 

**INDEX OF SCHEDULES AND EXHIBITS**

 
| **Exhibit**  |   | **Description**                                                                 |
|--------------|--------|---------------------------------------------------------------------------------|
|         |   |                                                                            |
| A            |   | Form of Guaranty                                                                |
| B            |   | Form of Affiliates Agreement                                                    |
| C            |   | Description of Land                                                             |
| D            |   | Form of Opinion of Soper & Oakley, PLLC                                     |
| E            |   | Form of Opinion of Tribler Orpett &  Crone, Professional Corporation        |
| F            |   | Form of Opinion of Crary, Buchanan, Bowdish,  Bovie, Beres, Negron & Thomas |
|         |   |                                                                            |
| **Schedule** |   | **Description**                                                                 |
|         |   |                                                                            |
| 1.3(www)     |   | Permitted Exceptions                                                            |
| 2.1          |   | Directors and Officers                                                          |
| 2.2(a)       |   | Capital Structure                                                               |
| 2.5          |   | Company Financial  Statements                                                   |
| 2.6          |   | ORA Financial  Statements                                                       |
| 2.11(c)      |   | Equipment                                                                       |
| 2.12         |   | Intellectual Property                                                           |
| 2.13(a)      |   | Company Contracts                                                               |
| 2.14(b)      |   | Intercompany Receivable                                                         |
| 2.15         |   | Governmental  Authorization                                                     |
| 2.16         |   | Litigation                                                                      |
| 2.22         |   | Insurance                                                                       |
| 2.26(f)      |   | Governmental Approvals                                                          |
| 2.26(i)      |   | Property                                                                        |
| 2.26(j)      |   | Leases; Options; Broker  Agreement                                              |
| 2.26(k)      |   | Service Contracts                                                               |
| 2.26(s)      |   | Monies Owed                                                                     |
| 6.3(g)       |   | Consents                                                                        |
| 9.1(c)       |   | Schoellhorn Loan                                                                |

 

iv

----

 

**STOCK PURCHASE AGREEMENT**

 

This Stock Purchase Agreement (the **“Agreement”**)is made and entered into as of November 27, 2002 by and among Monaco CoachCorporation, a Delaware corporation (**“Monaco”**), MCC Acquisition Corporation, aDelaware corporation and a wholly-owned subsidiary of Monaco (“**Buyer**”), Outdoor Resorts of America, Inc.,a Delaware corporation (“**ORA**”),and Outdoor Resorts of Naples, Inc., a Florida corporation and a wholly-ownedsubsidiary of ORA (the “**Company)**.

 

**RECITALS**

 

A.                                   ORAowns all of the issued and outstanding capital stock of the Company, consistingof 100 shares (the **“Shares”**) of the Company’s Class A commonstock (**“CommonStock”**).

 

B.                                     TheBoards of Directors of each of the Buyer and the Company believe it is in thebest interests of each company and their respective stockholders that Buyeracquire the Company through the purchase of all the outstanding Common Stockdirectly from ORA (the “**Acquisition**”), and, in furtherance thereof,have approved the Acquisition.

 

C.                                     Concurrentlywith the execution and delivery of this Agreement, Monaco, Buyer, ORA, andOutdoor Resorts Motorcoach Country Club, Inc., a California corporation (“**ORMCC**”), are entering into a Stock PurchaseAgreement (the “**ORMCC Agreement**”)pursuant to which Buyer will purchase all the outstanding capital stock ofORMCC (the “**ORMCC Acquisition**”).

 

D.                                    Concurrentlywith the execution and delivery of this Agreement, Monaco, Buyer, ORA, andOutdoor Resorts of Las Vegas, Inc., a Nevada corporation (“**ORLV**”) are entering into a Stock PurchaseAgreement (the “**ORLV Agreement**”)pursuant to which Buyer will purchase all the outstanding capital stock of ORLV(the “**ORLV Acquisition**”).

 

E.                                      Concurrentlywith the execution and delivery of this Agreement, the Principals (as definedbelow) are entering into a Guaranty in favor of Monaco and Buyer in the formattached hereto as Exhibit A (the “**Guaranty**”)pursuant to which the Principals are agreeing to guarantee ORA’s obligationsunder ARTICLE VII of this Agreement.

 

F.                                      Concurrentlywith the execution and delivery of this Agreement, Monaco, Buyer, ORA, theCompany, ORMCC, ORLV and the Principals are entering into an AffiliatesAgreement****in the form attachedhereto as Exhibit B****(the “**Affiliates Agreement**”) pursuant to whichMonaco, Buyer, ORA, the Company, ORMCC, ORLV and the Principals release eachother from certain liabilities and the Principals agree to vote any shares ofstock of ORA held by them in favor of this Agreement and the transactions contemplatedhereby.

 

Now, therefore, inconsideration of the covenants, promises and representations set forth herein,and for other good and valuable consideration, the parties agree as follows:

 

----

 

# **ARTICLE I**

 

# **PURCHASEAND SALE OF COMPANY CAPITAL STOCK**

 

1.1                                 Purchase and Sale.  At the Closing(as defined in Section 1.2) and subject to and upon the terms andconditions of this Agreement, Buyer shall purchase from ORA and ORA shall sell,convey, transfer, assign and deliver to Buyer, free and clear of all liens, encumbrancesor other defects of title, all the Shares.

 

1.2                                 Closing Date.  Unlessthis Agreement is earlier terminated pursuant to Sections 5.10, 5.11,5.12, 8.1 or 8.2, or the rights and obligations of the parties are limitedas set forth in Section 4.2(c), the closing of the Acquisition (the**“Closing”**)will take place simultaneously with the closing of the ORMCC Acquisition andthe ORLV Acquisition and as promptly as practicable, but no later than five (5)business days, following satisfaction or waiver of the conditions set forth in ARTICLEVI, at the offices of Wilson Sonsini Goodrich & Rosati, 650 Page MillRoad, Palo Alto, California, unless another place or time is agreed to inwriting by Monaco and ORA.  The dateupon which the Closing actually occurs is herein referred to as the **“ClosingDate”**.

 

1.3                                 Certain Definitions.  For thepurposes of this Agreement, the following capitalized terms have the followingmeanings:

 

### (a)                                  “AccountsReceivable” shall have the meaning set forth in Section 2.17(a).

 

### (b)                                 “Acquisition”shall have the meaning set forth in the recitals.

 

### (c)                                  “Agreement”shall have the meaning set forth in the preamble.

 

### (d)                                 “ACOEPermits” shall mean the permits required for the development of the Projectby the Army Corps of Engineers.

 

### (e)                                  “AffiliatesAgreement” shall have the meaning set forth in the recitals.

 

### (f)                                    “AlternateTransaction” shall have the meaning set forth in Section 4.3(a).

 

### (g)                                 “AnnualFinancials” shall have the meaning set forth in Section 2.5.

 

### (h)                                 “ApplicableLevels of Regulatory Concern” shall mean those soil or groundwater clean-upstandards existing as of the Closing Date and applicable to the affectedproperty adopted pursuant to Environmental Laws or otherwise imposed by anyGovernmental Entity pursuant to Environmental Laws.

 

### (i)                                     “Approvals”shall have the meaning set forth in Section 2.26(f).

 

### (j)                                     “A.R.M.”shall have the meaning set forth in Section 2.26(q).

 

### (k)                                  “A.R.M.Closing Date” shall have the meaning set forth in Section 4.2(a).

 

2

----

 

### (l)                                     “A.R.M.Contract” shall have the meaning set forth in Section 2.26(q).

 

### (m)                               “A.R.M.Net Profit” shall have the meaning set forth in Section 4.2(a).

 

### (n)                                 “A.R.M.Sale” shall have the meaning set forth in Section 4.2.

 

### (o)                                 “BankAtlanticLoan” shall mean that certain loan in the amount of $2.9 million made byBankAtlantic, a Federal Savings Bank (“BankAtlantic”), evidenced by a notedated September 20, 2001 from the Company in favor of BankAtlantic and securedby a mortgage dated September 28, 2000, as amended by that certain Receipt forFuture Advance and Mortgage Modification Agreement dated September 20, 2001 onthe Property.

###  

### (p)                                 “BenefitsLiabilities” means any and all claims, debts, liabilities,commitments and obligations, whether fixed, contingent or absolute, matured orunmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown,whenever or however arising, including all costs and expenses relating theretoarising under law, rule, regulation, permits, action or proceeding before anyGovernmental Entity, order or consent decree or any award of any arbitrator ofany kind relating to any Plan, Employment Agreement or otherwise to anEmployee.

 

### (q)                                 “Buyer” shall have the meaning set forth in the preamble.

 

### (r)                                    “Closing”shall have the meaning set forth in Section 1.2.

 

### (s)                                  “ClosingCosts” shall mean the sum of (a) the premium charged for the Title Policyother than premiums for any endorsements requested by Buyer, (b) charges andfees required to cause title to the Property to be free and clear of all liens,restrictions and encumbrances except Permitted Exceptions and (c) the closingor escrow charges by the title company issuing the Title Policy.

###  

### (t)                                    “ClosingDate” shall have the meaning set forth in Section 1.2.

###  

### (u)                                 “Code”shall mean the Internal Revenue Code of 1986, as amended, or any successorthereto.

###  

### (v)                                 “CommonStock” shall have the meaning set forth in the recitals.

###  

### (w)                               “Company”shall have the meaning set forth in the preamble.

###  

### (x)                                   “CompanyContracts” shall have the meaning set forth in Section 2.13(a).

###  

### (y)                                 “CompanyFinancials” shall have the meaning set forth in Section 2.5.

###  

### (z)                                   “ConfidentialInformation” shall have the meaning set forth in Section 5.4.

###  

### (aa)                            “Conflict”shall have the meaning set forth in Section 2.4.

###  

### (bb)                          “CustomerInformation” shall have the meaning set forth in Section 2.11(d).

###  

3

----

 

### (cc)                            “DevelopmentCosts” shall have the meaning set forth in Section 5.3.

###  

### (dd)                          “DisclosureSupplement” shall have the meaning set forth in Section 5.10.

###  

### (ee)                            “Employee” means any current or former or retiredemployee or consultant of either the Company or any ERISA Affiliate of theCompany whose responsibilities primarily relate, or related, as the case maybe, to the Company’s business.

###  

### (ff)                                “EmploymentAgreement”means each management, employment, severance, consulting, relocation,repatriation, expatriation, visas, work permit or other agreement, contract orunderstanding between the Company or any ERISA Affiliate of the Company and anyEmployee relating, directly or indirectly, to such Employee’s terms andcondition of employment.

###  

### (gg)                          “EnvironmentalLaws” shall mean any and all applicable laws, statutes, ordinances, rules,codes, orders, decrees, directives, guidelines and regulations which prohibit,regulate or control any Hazardous Material or relate in any way to pollution,the environment, or the protection of human health and worker safety, ornatural and cultural resources, and all amendments and modifications of any ofthe foregoing.

###  

### (hh)                          “EnvironmentalRemediation Costs” shall mean anyliability, obligation, judgment, claim, penalty, fine, cost or expense(including reasonable attorneys’ fees and environmental consultant costs of anykind or nature) or the duty to indemnify, defend, or reimburse any Person withrespect to Remedial Activities which are necessary or required to both (i)comply with and fulfill Environmental Laws existing as of the Closing Date(including without limitation any orders of any Governmental Entity and anyconsent decree, consent agreement or memorandum of understanding withGovernmental Entities), and (ii) remediate and/or remove Hazardous Materials toa level compliant with Applicable Levels of Regulatory Concern.  Such Remedial Activities shall, at aminimum, be those Remedial Activities necessary to insure that the affectedproperty is not encumbered by any use or deed restriction (1) which is morerestrictive than any current use or deed restriction of any kind affecting theProperty or (2) which would materially affect the development of the Project.

###  

### (ii)                                  “Equipment”shall have the meaning set forth in Section 2.11(c).

###  

### (jj)                                  “ERISA” means the Employee RetirementIncome Security Act of 1974, as amended.

###  

### (kk)                            “ERISA Affiliate” means any otherperson or entity under common control with the Company within the meaning ofSection 414(b), (c), (m) or (o) of the Code and the regulations issuedthereunder.

###  

### (ll)                                  “ExpirationDate” shall have the meaning set forth in Section 5.1(a).

###  

### (mm)                      “GAAP”shall have the meaning set forth in Section 2.5.

###  

### (nn)                          “GovernmentalAuthorizations” shall mean each consent, license, permit, grant or otherauthorization issued to the Company by a Governmental Entity (i) pursuant towhich

 

4

----

 

### theCompany currently operates or holds any interest in any of its properties, or(ii) which is required for the operation of its business or the holding of anysuch interest.

###  

### (oo)                          “GovernmentalEntity” shall have the meaning set forth in Section 2.4.

###  

### (pp)                          “Guaranty”  shall have the meaning set forth in therecitals.

###  

### (qq)                          “HazardousMaterial” shall mean any material or substance that is prohibited orregulated by any Environmental Law or that has been designated by anyGovernmental Entity to be radioactive, toxic, hazardous, a pollutant, orotherwise a danger to health, safety, reproduction or the environment otherthan (1) products containing such materials used for janitorial or officepurposes properly and safely used and maintained and (2) building materials orproducts used in improving or maintaining the Property containing suchmaterials and properly and safely used in compliance with Environmental Laws.

###  

### (rr)                                “Improvements”shall mean all improvements, structures and fixtures located on the Land.

###  

### (ss)                            “IndemnifiedParty” shall have the meaning set forth in Section 7.2

###  

### (tt)                                “IndemnificationCap” shall mean $10,000,000, provided that upon the sale of the Property,the Indemnification Cap shall be reduced by the lesser of (i) $1,000,000 and(ii) twenty-five percent (25%) of the Net Profit.

###  

### (uu)                          “InspectionPeriod” shall have the meaning set forth in Section 5.11.

###  

### (vv)                          “IntellectualProperty” shall have the meaning set forth in Section 2.12(a).

###  

### (ww)                      “IntercompanyPayables” shall mean any amount owed by the Company to any of ORA, TheRobert A. Schoellhorn Trust, Robert A. Schoellhorn and E. Randall Henderson orany affiliates of such parties other than the amounts owed pursuant to theSchoellhorn Loan.

###  

### (xx)                              “IntercompanyReceivables” shall mean any amount owed to the Company by any of ORA, TheRobert A. Schoellhorn Trust, Robert A. Schoellhorn and E. Randall Henderson orany affiliates of such parties.

###  

### (yy)                          “InterimBalance Sheet” shall have the meaning set forth in Section 2.5.

###  

### (zz)                              “InterimFinancials” shall have the meaning set forth in Section 2.5.

###  

### (aaa)                      “knowledge”“to the knowledge of” “aware of” and words or phrases of similareffect with reference to the Company and/or ORA shall mean the knowledge, afterdue inquiry, of the officers, directors and managerial employees of the Companyand ORA and any direct or indirect subsidiary of ORA and shall include theknowledge of Robert A. Schoellhorn, E. Randall Henderson, Ronald W. Petty andOrien Dickerson.

###  

5

----

 

### (bbb)                   “Land”shall mean all that certain approximately 93 acre tract or parcel of landlocated in Naples, Florida, and more particularly described on Exhibit Cattached hereto.

###  

### (ccc)                      “Liens”shall have the meaning set forth in Section 2.9(b)(vii).

###  

### (ddd)                   “Losses”shall have the meaning set forth in Section 7.2(a).

###  

### (eee)                      “MaterialAdverse Effect” shall have the meaning set forth in Section 2.1.

###  

### (fff)                            “MitigationAgreement” shall mean that certain agreement between the Company andSouthwest Florida Wetlands J.V. relating to wetlands mitigation with respect tothe Property.

###  

### (ggg)                   “Monaco”shall have the meaning set forth in the preamble.

###  

### (hhh)                   “Monaco Loan”shall mean that certain loan from Monaco to the Company in the amount of $2.325million pursuant to a Loan Agreement dated July 27, 2001 and secured by amortgage dated September 26, 2001 on the Land and Improvements.

###  

### (iii)                               “Mortgages”shall have the meaning set forth in Section 2.26(i).

###  

### (jjj)                               “NetProfit” shall have the meaning set forth in Section 9.1(b).

 

### (kkk)                      “Officer’sCertificate” shall have the meaning set forth in Section 7.2(c)(i).

###  

### (lll)                               “ORA”shall have the meaning set forth in the preamble.

###  

### (mmm)             “ORA AnnualFinancials” shall have the meaning set forth in Section 2.6.

###  

### (nnn)                   “ORA’s andCompany’s Unknown Environmental Liabilities” shall mean the presence of anyHazardous Material in the soil, groundwater, surface water, air or buildingmaterials of any real property owned or leased by the Company at any time which(1) are not present as a result of the actions or omissions of the Company, thePrincipals or ORA or (2) were not known to the Company, the Principals or ORAas of the Closing Date.

###  

### (ooo)                    “ORAFinancials” shall have the meaning set forth in Section 2.6.

###  

### (ppp)                   “ORA InterimFinancials” shall have the meaning set forth in Section 2.6.

###  

### (qqq)                   “ORLV”shall have the meaning set forth in the recitals.

###  

### (rrr)                            “ORLVAcquisition” shall have the meaning set forth in the recitals.

###  

### (sss)                      “ORLVAgreement” shall have the meaning set forth in the recitals.

###  

### (ttt)                            “ORMCC”shall have the meaning set forth in the recitals.

###  

### (uuu)                   “ORMCCAcquisition” shall have the meaning set forth in the recitals.

###  

6

----

 

### (vvv)                   “ORMCCAgreement” shall have the meaning set forth in the recitals.

###  

### (www)             “Permitted Exceptions” shall mean thosetitle exceptions set forth in Schedule 1.3(www).

###  

### (xxx)                         “Person”shall mean an individual, a partnership, a limited liability company, acorporation, an association, a joint stock corporation, a trust, a jointventure, an unincorporated organization, or a Governmental Entity.

###  

### (yyy)                   “Personalty”shall mean all tangible personal property and all intangible property used orusable in connection with the Land, the Improvements or the tangible personalproperty, or any part thereof, or the construction or operation thereof or inconnection with the use thereof; including, without limitation, all electrical,mechanical, structural, heating, ventilation, air conditioning and otherequipment and operating systems, any and all agreements, contract rights,guaranties, warranties (including, but not limited to, those relating toconstruction, fabrication and environmental condition), utility contracts andrights, plans and specifications, governmental approvals, permits, land use anddevelopment rights, easements and building materials.

###  

### (zzz)                         “Plans”means any plan, program, policy, practice, contract, Employment Agreement orother arrangement providing for compensation, severance, termination pay,pension benefits, retirement benefits, deferred compensation, performanceawards, stock or stock-related awards, fringe benefits (including health,dental, vision, life, disability, sabbatical, accidental death anddismemberment benefits), or other employee benefits or remuneration of anykind, whether written, unwritten or otherwise, funded or unfunded, including,without limitation, each “employee benefit plan,” within the meaning of Section 3(3)of ERISA, which is or has been maintained, sponsored by, contributed to, orrequired to be contributed to, by the Company for the benefit of any Employee,or with respect to which the Company has or may have any liability orobligation to any Employee.

###  

### (aaaa)                “Plans andSpecifications” shall have the meaning set forth in Section 2.26(r).

###  

### (bbbb)            “Principals”shall mean Robert A. Schoellhorn, E. Randall Henderson, and the Robert A.Schoellhorn Trust.

###  

### (cccc)                “Project”shall mean that certain motor coach resort to be constructed and operated onthe Property, consisting of a clubhouse, a maintenance building, a salesoffice/administration building, 5 swimming pools, 4 tennis courts, a nine-holepitch and putt golf course, 5 lakes and 399 lots, including motor coach padsand utility connections thereto, to be sold to third party users.

###  

### (dddd)            “Property”shall mean the Land, Improvements and Personalty.

 

### (eeee)                “RemedialActivities” shall mean any activities related to investigating, removing,remediating, treating, transporting, disposing, characterizing, sampling,monitoring, encapsulating or assessing Hazardous Materials (including, withoutlimitation, any assessment of health or environmental risks posed by HazardousMaterials).

###  

7

----

 

### (ffff)                        “ReplacementLoan” shall mean that certain loan or loans that Monaco intends to secureto pay off the BankAtlantic Loan and/or to finance the Property.

###  

### (gggg)            “Returns” shallhave the meaning set forth in Section 2.9(b)(i).

###  

### (hhhh)            “Resale” shallhave the meaning set forth in Section 9.1(a).

###  

### (iiii)                            “ResaleClosing Date” shall have the meaning set forth in Section 9.1(b).

###  

### (jjjj)                            “SchoellhornLoan” shall mean the loan made by The Robert A. Schoellhorn Trust to theCompany in the amount set forth on Schedule 9.1(c).

###  

### (kkkk)                 “Sellers’Disclosure Letter” shall mean the disclosure letter delivered by ORA toMonaco concurrently with the execution and delivery of this Agreement.

###  

### (llll)                            “SFWMDPermits” shall mean the permits issued by the South Florida WaterManagement District, including, without limitation, Permit Nos. 11-02092-W and11-02081-P.

###  

### (mmmm)    “Shares” shall have themeaning set forth in the recitals.

###  

### (nnnn)            “SupplementalDisclosure Election” shall have the meaning set forth in Section 5.10.

###  

### (oooo)            “Tax” shallhave the meaning set forth in Section 2.9(a).

###  

### (pppp)            “Title Policy”shall have the meaning set forth in Section 6.3(n).

###  

1.4                                 Acquisition Consideration.  Asconsideration for the purchase of the Shares, Monaco and Buyer shall take thefollowing actions:

 

### (a)                                  Satisfactionof BankAtlantic Loan.  At theClosing, Monaco shall pay or cause to be paid to BankAtlantic the entireoutstanding principal and interest under the BankAtlantic Loan.

###  

### (b)                                 AffiliatesAgreement.  Monaco will release ORAand the Principals from certain liabilities as set forth in the AffiliatesAgreement.

###  

### (c)                                  Profitsfrom Resale of the Property.  Buyershall pay the amounts, if any, which may become due pursuant to Section 9.1hereof.

###  

1.5                                 Transfer of Certificates andAgreements.  At the Closing, ORA shall deliver toBuyer (i) stock certificates representing the Shares duly endorsed oraccompanied by stock powers duly endorsed in blank, with any required transferstamps affixed thereto, and (ii) all other documents, agreements, certificates,instruments or writings required to be delivered by the Company or ORA on orprior to the Closing Date pursuant to this Agreement.  The Company shall transfer on its books all shares sold pursuantto this Agreement.

 

1.6                                 Lost, Stolen or DestroyedCertificates.  In the event any certificatesevidencing the Shares shall have been lost, stolen or destroyed, ORA shall makean affidavit of that fact, and shall

 

8

----

 

deliver to Monaco at Closing (i) such affidavit and (ii) an agreement(in form and substance satisfactory to Monaco) to indemnify Monaco against anyclaim that may be made against Monaco with respect to the certificates allegedto have been lost, stolen or destroyed.

 

1.7                                 Tax.  Buyer shall bear and payany transfer taxes, documentation charges, recording fees or similar charges,fees or expenses that may become payable in connection with the sale of theShares, provided that Buyer shall not be responsible for ORA’s income taxesresulting from the sale of the Shares, which taxes shall be borne by ORA.

 

1.8                                 Taking of Necessary Action; FurtherAction.  Atany time, and from time to time on or after the Closing, at the reasonablerequest of Monaco and without further consideration, ORA and the Company willexecute and deliver those other instruments of sale, transfer, conveyance,assignment and confirmation and take such action as Monaco may reasonablydetermine is necessary to transfer, convey and assign to Buyer, and to confirmBuyer’s title to or interest in the Shares, to put Buyer in actual possessionand operating control of the Company and to assist Buyer in exercising allrights with respect thereto and to otherwise carry out the purposes of thisAgreement including without limitation assigning to the Company any contracts,rights or warranties relating to the Property that are in the name of ORA orother affiliates of ORA.  If, at anytime after the Closing, any such further action is necessary or desirable to carryout the purposes of this Agreement, Monaco, Buyer, ORA, the Company and theofficers and directors of the Company and the Buyer are fully authorized in thename of their respective companies or otherwise to take, and will take, allsuch lawful and necessary action, so long as such action is consistent withthis Agreement.

 

1.9                                 Interpretation and Construction.

 

### (a)                                  All references in this Agreement to “Articles,”“Sections,” “Schedules” and “Exhibits” refer to thearticles, sections, schedules and exhibits of this Agreement, unless otherwiseindicated.

###  

### (b)                                 Asused in this Agreement, neutral pronouns and any variations thereof shall bedeemed to include the feminine and masculine and all terms used in the singularshall be deemed to include the plural, and vice versa, as the context mayrequire.

###  

### (c)                                  Thewords “hereof,” “herein” and “hereunder” and other wordsof similar import refer to this Agreement as a whole, as the same may from timeto time be amended or supplemented, and not to any subdivision contained inthis Agreement.

###  

### (d)                                 Theword “including” when used herein is not intended to be exclusive andmeans “including, without limitation.”

###  

### (e)                                  Theparties agree that they have been represented by counsel during the negotiationand execution of this Agreement and, therefore, waive the application of anylaw, regulation, holding or rule of construction providing that ambiguities inan agreement or other document will be construed against the party draftingsuch agreement or document.

###  

9

----

 

# **ARTICLE II**

# ** **

# **REPRESENTATIONSAND WARRANTIES OF**ORA

# ** **

ORA represents and warrants to Monaco and Buyer,subject to such exceptions as are specifically disclosed in the Sellers’Disclosure Letter, as follows:

 

2.1                                 Organization of the Company. The Company is a corporation duly organized, validly existing and in goodstanding under the laws of the State of Florida.  The Company has the corporate power to own its properties and tocarry on its business as now being conducted. The Company is duly qualified to do business and in good standing as aforeign corporation in each jurisdiction in which the failure to be soqualified would have a material adverse effect on the business, assets(including intangible assets), financial condition or results of operations ofthe Company (hereinafter referred to as a **“Material Adverse Effect”**).  The Company has delivered a true and correctcopy of its Articles of Incorporation and Bylaws, each as amended and in fullforce and effect to date, to Monaco.  Schedule2.1 lists the directors and officers of the Company.

 

2.2                                 Company Capital Structure.

 

### (a)                                  Theauthorized capital stock of the Company consists of 1000 shares of Class ACommon Stock, $1.00 par value per share, of which 100 shares are issued andoutstanding, and 1000 shares of Series B Preferred Stock, no par value pershare, of which no shares are issued and outstanding.  All outstanding shares of the capital stock of the Company areduly authorized, validly issued, fully paid and non-assessable and not subjectto preemptive rights created by statute, the Articles of Incorporation orBylaws of the Company or any agreement to which the Company is a party or bywhich it is bound and have been issued in compliance with federal and statesecurities laws.  There are no declaredor accrued but unpaid dividends with respect to any shares of the Company’scapital stock.  Schedule 2.2(a)sets forth any restrictions as to the vesting of any of the Company’s capitalstock, including the number of shares subject to restriction, the holderthereof and the material terms of any such agreement.

###  

### (b)                                 ORAis and will be until immediately prior to the Closing the record and beneficialowner and holder of the Shares, free and clear of any charge, claim, communityproperty interest, condition, equitable interest, lien, option, pledge,security interest, right of first refusal, or restriction of any kind,including any restriction on use, voting, transfer, receipt of income, orexercise of any other attribute of ownership. The Shares constitute and will constitute on the Closing Date, all theoutstanding capital stock of the Company. As a result of the Acquisition, Buyerwill be the sole record and beneficial owner of all outstanding capital stockof the Company.

###  

### (c)                                  Thereare no options, warrants, calls, rights, commitments or agreements of anycharacter, written or oral, to which the Company is a party or by which it isbound obligating the Company to issue, deliver, sell, repurchase or redeem, orcause to be issued, delivered, sold, repurchased or redeemed, any shares of thecapital stock of the Company or obligating the Company to grant or enter intoany such option, warrant, call, right, commitment or agreement.  Except as contemplated by this Agreement,there is no rights agreement, voting trust, proxy or other agreement

 

10

----

 

### orunderstanding to which the Company is a party or by which it is bound withrespect to any security of any class of the Company.

###  

2.3                                 Subsidiaries.  The Company doesnot have and has never had any subsidiaries or affiliated companies and doesnot otherwise own and has never otherwise owned any shares of capital stock orany interest in, or control, directly or indirectly, any other corporation,partnership, association, joint venture or other business entity.

 

2.4                                 Authority.  TheCompany and ORA have all requisite power and authority to enter into thisAgreement and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreementand the consummation of the transactions contemplated hereby have been dulyauthorized by all necessary corporate action on the part of the Company andORA.  This Agreement has been dulyexecuted and delivered by the Company and ORA and constitutes the valid andbinding obligation of the Company and ORA, enforceable in accordance with itsterms except as such enforceability may be limited by principles of publicpolicy and subject to the laws of general application relating to bankruptcy,insolvency and the relief of debtors and rules of law governing specificperformance, injunctive relief or other equitable remedies.  Neither the execution and delivery of thisAgreement nor the consummation of the transactions contemplated hereby will conflictwith, or result in any violation of, or default under (with or without noticeor lapse of time, or both), or give rise to a right of termination,cancellation or acceleration of any obligation or loss of any benefit under(any such event, a **“Conflict”**) (i) any provision of theArticles of Incorporation or Bylaws of the Company, or (ii) any mortgage,indenture, lease, contract or other agreement or instrument, permit, Approval,concession, franchise, license, warranty, insurance policy, judgment, order,decree, statute, law, ordinance, rule or regulation applicable to the Companyand/or ORA or their respective properties or assets.  No consent, waiver, approval, order or authorization of, orregistration, declaration or filing with, any court, administrative agency orcommission or other federal, state, county, local or foreign governmentalauthority, instrumentality, agency or Commission (**“Governmental Entity”**) or anythird party (so as not to trigger any Conflict), is required by or with respectto the Company and/or ORA in connection with the execution and delivery of thisAgreement or the consummation of the transactions contemplated hereby.

 

2.5                                 Company Financial Statements. Schedule 2.5 sets forth the Company’s audited balance sheet as ofMarch 31, 2002 and the related audited statements of income and cash flow forthe twelve-month period then ended (collectively the **“Annual Financials”**), and theCompany’s unaudited balance sheet as of September 30, 2002 and the relatedunaudited statements of income and cash flow for the six-month period thenended (collectively the **“Interim Financials”**) (the AnnualFinancials and the Interim Financials collectively the **“Company Financials”**).  The Company Financials are (a) true andcorrect in all material respects, (b) present fairly the financial conditionand operating results of the Company as of the dates and during the periodsindicated therein, (c) are derived from and consistent with the Company’s booksand records, and (d) are prepared in accordance with generally acceptedaccounting principles (“**GAAP**”)applied on a basis consistent throughout the periods indicated and consistentwith each other (except that the Interim Financials need not contain thefootnotes required by GAAP and are subject to normal year-end adjustments,which will not be material in amount or significance in the aggregate).  Schedule 2.5 also sets forth a true,complete and accurate list of the Company’s accounts payable as of November 26,2002.

 

11

----

 

The Company’s balance sheet as of September 30, 2002 may be referred tohereinafter as the **“Interim Balance Sheet**.**”**

 

2.6                                 ORA Financial Statements.  Schedule 2.6 sets forthORA’s audited balance sheet as of March 31, 2002 and the related auditedstatements of income and cash flow for the twelve-month period then ended(collectively the **“ORA Annual Financials”**), and ORA’sunaudited balance sheet as of September 30, 2002 and the related unauditedstatements of income and cash flow for the six-month period then ended(collectively the **“ORA Interim Financials”**) (the ORA AnnualFinancials and the ORA Interim Financials collectively the **“ORA Financials”**).  The ORA Financials are (a) true and correctin all material respects, (b) present fairly the financial condition andoperating results of ORA as of the dates and during the periods indicatedtherein, (c) are derived from and consistent with ORA’s books and records, and(d) are prepared in accordance with GAAP on a basis consistent throughout theperiods indicated and consistent with each other (except that the ORA InterimFinancials need not contain the footnotes required by GAAP and are subject tonormal year end audit adjustments which are not material in amount).

 

2.7                                 No Undisclosed Liabilities. The Company does not have any liability, indebtedness, obligation, expense,claim, deficiency, guaranty or endorsement of any type, whether accrued,absolute, contingent, matured, unmatured or other (whether or not required tobe reflected in financial statements in accordance with GAAP), which,individually or in the aggregate, (i) has not been reflected in the CompanyFinancials, or (ii) has arisen since the date of the Interim Financials outsidethe ordinary course of the Company’s business.

 

2.8                                 No Changes.  Except ascontemplated by this Agreement, since the date of the Interim Balance Sheet,there has not been, occurred or arisen any:

 

### (a)                                  transactionby the Company except in the ordinary course of business as conducted on thedate of the Interim Balance Sheet and consistent with past practices;

###  

### (b)                                 amendmentsor changes to the Articles of Incorporation or Bylaws of the Company;

###  

### (c)                                  expenditureor commitment by the Company in excess of $10,000 individually or $50,000 inthe aggregate;

###  

### (d)                                 destructionof, damage to or loss of any material assets, business or customer of theCompany (whether or not covered by insurance), including the Property;

###  

### (e)                                  changein accounting methods or practices (including any change in depreciation oramortization policies or rates) by the Company;

###  

### (f)                                    revaluationby the Company of any of its assets, including the Property;

###  

### (g)                                 declaration,setting aside or payment of a dividend or other distribution with respect tothe capital stock of the Company;

###  

12

----

 

### (h)                                 materialchange in any compensation arrangement or agreement with any employee, officer,director or stockholder;

###  

### (i)                                     acquisition,sale, lease, license or other disposition of any of the assets of the Company,or any creation of any security interest in such assets or properties,including the Property;

###  

### (j)                                     amendmentor termination of any material contract, agreement, permit, approval or licenseto which the Company is a party or by which it is bound, including any purchaseand sale agreements for lots in the Project;

###  

### (k)                                  loanby the Company to any Person, incurring by the Company of any indebtedness,guaranteeing by the Company of any indebtedness, issuance or sale of any debtsecurities of the Company or guaranteeing by the Company of any debt securitiesof others;

###  

### (l)                                     waiveror release of any right or claim of the Company, including any write-off orother compromise of any account receivable of the Company;

###  

### (m)                               commencementor notice or threat of commencement of any lawsuit or judicial oradministrative proceeding against or investigation of the Company or itsaffairs, including the Project;

###  

### (n)                                 anyevent or condition of any character that has or could be reasonably expected tohave a material adverse impact on the Company;

###  

### (o)                                 anyagreement, contract, lease or commitment or any extension or modification ofthe terms of any agreement, contract, lease or commitment which (i) involvesthe payment of greater than $25,000 per annum, (ii) extends for more than one(1) year, (iii) involves any payment or obligation to any affiliate of theCompany other than in the ordinary course of business as conducted on that dateand consistent with past practices, or (iv) involves the sale of, lease of ortransfer of any interest in any material assets;

###  

### (p)                                 hiringof, or offer of employment to, any employees (or if an offer was acceptedpeople that would become employees); or

###  

### (q)                                 negotiationor agreement by the Company or any officer or employees thereof to do any ofthe things described in the preceding clauses (a) through (p) (other thannegotiations with Monaco or Buyer and their representatives regarding thetransactions contemplated by this Agreement).

###  

2.9                                 Tax and Other Returns and Reports.

 

### (a)                                  Definitionof Taxes.  For the purposes of thisAgreement, **“Tax”** or, collectively, **“Taxes”**, means (i) any and all federal,state, local and foreign taxes, assessments and other governmental charges,duties, impositions and liabilities, including taxes based upon or measured bygross receipts, income, profits, sales, use and occupation, and value added, advalorem, transfer, franchise, withholding, payroll, recapture, employment,excise and property taxes, together

 

13

----

 

### with all interest, penalties and additions imposedwith respect to such amounts and any obligations under any agreements orarrangements with any other Person with respect to such amounts, (ii) anyliability for the payment of any amounts of the type described in clause (i) ofthis Section 2.9(a) as a result of being a member of an affiliated,consolidated, combined or unitary group for any period, and (iii) any liabilityfor the payment of any amounts of the type described in clauses (i) or (ii) ofthis Section 2.9(a) as a result of any express or impliedobligation to indemnify any other Person or as a result of and including anyliability for taxes of a predecessor entity.

###  

### (b)                                 TaxReturns and Audits.

###  

#### (i)                                     TheCompany has prepared and timely filed all required federal, state, local andforeign returns, estimates, information statements and reports (**“Returns”**)relating to any and all Taxes concerning or attributable to the Company or itsoperations and such Returns are true and correct and have been completed inaccordance with applicable law.

####  

#### (ii)                                  TheCompany:  (A) has timely paid all Taxesit is required to pay and (B) has withheld with respect to its employees (andtimely paid over to the appropriate taxing authority) all federal and stateincome taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Actand other Taxes required to be withheld.

####  

#### (iii)                               TheCompany has not been delinquent in the payment of any Tax nor is there any Taxdeficiency outstanding, proposed or assessed against the Company, nor has theCompany executed any waiver of any statute of limitations on or extending theperiod for the assessment or collection of any Tax.

####  

#### (iv)                              Noaudit or other examination of any Return of the Company is presently inprogress, nor has the Company been notified of any request for such an audit orother examination.

####  

#### (v)                                 TheCompany does not have any liabilities for unpaid federal, state, local andforeign Taxes which have not been accrued or reserved against on the CompanyFinancials, whether asserted or unasserted, contingent or otherwise, and theCompany and/or ORA have no knowledge of any basis for the assertion of any suchliability attributable to the Company or its assets or operations.  Since the date of the Interim Balance Sheet,the Company has not incurred any liability for Taxes other than in the ordinarycourse of business.

####  

#### (vi)                              TheCompany has provided to Monaco or its legal counsel copies of all federal andstate income and all state sales and use Tax Returns filed by the Company forall periods since inception.

####  

#### (vii)                           Thereare (and as of immediately following the Closing there will be) no liens,pledges, charges, claims, security interests or other encumbrances of any sort(**“Liens”**)on the assets of the Company relating to or attributable to Taxes other thanPermitted Exceptions and the lien of ad valorem real estate taxes which are notdelinquent as of the Closing Date.

####  

#### (viii)                        Neitherthe Company nor ORA has any knowledge of any basis for the assertion of anyclaim relating or attributable to Taxes which, if adversely determined, wouldresult

 

14

----

 

#### in anyLien on the assets of the Company other than Permitted Exceptions and the lienof ad valorem real estate taxes which are not delinquent as of the Closing Date.

####  

#### (ix)                                Noneof the Company’s assets are treated as “tax-exempt use property” within themeaning of Section 168(h) of the Code.

####  

#### (x)                                   Noadjustment relating to any Tax Return filed by the Company has been proposedformally or, to the knowledge of the Company or ORA, informally by any taxingauthority to the Company or any representative thereof.

####  

#### (xi)                                TheCompany has not filed any consent agreement under Section 341(f) of the Code oragreed to have Section 341(f)(2) of the Code apply to any disposition of asubsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by theCompany.

####  

#### (xii)                             TheCompany has (a) never been a member of anaffiliated group (within the meaning of Code §1504(a)) filing a consolidatedfederal income Tax Return (other than a group the common parent of which wasORA), (b) never been a party to a Tax sharing, indemnification orallocation agreement nor does the Company owe any amount under any suchagreement, (c) no liability for the Taxesof any Person (other than the Company) under Treas. Reg. § 1.1502-6 (or anysimilar provision of state, local or foreign law), as a transferee orsuccessor, by contract, or otherwise and (d) never been a party to any jointventure, partnership or other agreement that could be treated as a partnershipfor Tax purposes.

####  

#### (xiii)                          TheCompany is not, nor has at any time been, a “United States real propertyholding corporation” within the meaning of Section 897(c)(2) of the Code.

####  

#### (xiv)                         TheCompany’s tax basis in its assets is accurately reflected on the Company’s taxbooks and records and will not be affected by any transactions contemplated bythis Agreement.

####  

#### (xv)                            The Company has not constituted either a“distributing corporation” or a “controlled corporation” in a distribution ofstock qualifying for tax-free treatment under Section 355 of the Code (x) inthe two (2) years prior to the date of this Agreement or (y) in a distributionwhich could otherwise constitute part of a “plan” or “series of relatedtransactions” (within the meaning of Section 355(e) of the Code) in conjunctionwith the******Acquisition.

####  

### (c)                                  ExecutiveCompensation Tax.  There is nocontract, agreement, plan or arrangement to which the Company is a party,including the provisions of this Agreement, covering any employee or former employeeof the Company, which individually or collectively, could give rise to thepayment of any amount that would not be deductible pursuant to Sections 280G,404 or 162(m) of the Code.

###  

2.10                           Restrictions on Business Activities. There is no agreement (noncompete or otherwise), commitment, judgment,injunction, order or decree to which the Company is a party or otherwisebinding upon the Company which has or reasonably could be expected to have theeffect of prohibiting or impairing any business practice of the Company, anyacquisition of property

 

15

----

 

(tangible or intangible) by the Company or the conduct of business bythe Company, including the completion or operation of the Project.

 

2.11                           Title of Properties; Absence of Liens andEncumbrances; Condition of Equipment.

 

### (a)                                  Exceptfor the Property, the Company does not own, lease, license, sublease orotherwise occupy any real property, nor has it ever owned, leased, licensed,subleased or otherwise occupied any real property.

###  

### (b)                                 TheCompany has good and valid title to, or, in the case of leased properties andassets, valid leasehold interests in, all of their tangible properties andassets, real, personal and mixed, used or held for use in its business, freeand clear of any Liens (as defined in Section 2.9(b)(vii)), except(i) as reflected in the Company Financials, (ii) the lien of ad valorem realestate taxes which are not delinquent as of the Closing Date, (iii) liens forother taxes not yet due and payable and (iv) such imperfections of title andencumbrances, if any, which are not material in character, amount or extent,and which do not materially detract from the value, or materially interferewith the present use, of the property subject thereto or affected thereby.

###  

### (c)                                  Schedule 2.11(c)identifies all material items of equipment, machinery, furniture, fixtures andtangible personal property owned or leased by the Company for use in thebusiness of the Company (collectively, the “**Equipment**”)and identifies if any such items are subject to any lien or encumbrance.  The Equipment set forth on Schedule 2.11(c)is all the equipment, machinery, furniture, fixtures and tangible personalproperty used by the Company in the operation of its business.

###  

### (d)                                 TheCompany has sole and exclusive ownership, free and clear of any Liens, of allcustomer lists, customer contact information, customer correspondence andcustomer licensing and purchasing histories relating to its current and formercustomers (the **“Customer Information”**). No Person other than the Company possesses any claims or rights withrespect to use of the Customer Information.

 

2.12                           Intellectual Property.

 

### (a)                                  Status.  Set forth in Schedule 2.12 is alist and brief description of all trademarks, trademark applications, servicemarks, service mark applications and trade names, and all applications for suchwhich are in the process of being prepared, owned by or registered in the nameof the Company, or of which the Company is a licensor or licensee or in whichthe Company has any right, and in each case a brief description of the natureof such right (the “**Intellectual Property**”).

###  

### (b)                                 Ownership.  Neither the Company nor ORA has anyknowledge of any conflict with or infringement of the rights of others withrespect to the Intellectual Property. There are no outstanding options, licenses, or agreements of any kindrelating to the Intellectual Property, nor is the Company bound by or a partyto any options, licenses or agreements of any kind with respect to thetrademarks, service marks and trade names of any other Person.

###  

16

----

 

### (c)                                  Infringement.  The Company has not received anycommunications alleging that the Company has violated or, by conducting its businessas proposed, would violate any of the trademarks, service marks and trade namesof any other Person.  Neither theCompany nor ORA is aware of any action, suit, proceeding or investigationpending or currently threatened against the Company which relate to theCompany’s ownership of the Intellectual Property that may, to the Company’ orORA’s knowledge, materially and adversely affect the Company’s business as nowconducted, nor are the Company or ORA aware that there is any basis for theforegoing.

###  

2.13                           Agreements, Contracts and Commitments.

 

### (a)                                  Setforth in Schedule 2.13(a) is a list of all agreements, contracts,leases, licenses or commitments (a) under which the Company has or may acquireany rights, (b) under which the Company has or may become subject to anyobligation or liability, or (c) by which the Company or any of the assets ownedor used by it is or may become bound (collectively, the “**Company Contracts**”), including any of thefollowing:

###  

#### (i)                                     anyagreements or arrangements that contain any severance pay or post-employmentliabilities or obligations,

####  

#### (ii)                                  anybonus, deferred compensation, pension, profit sharing or retirement plans, orany other employee benefit plans or arrangements,

####  

#### (iii)                               anyemployment or consulting agreement, contract or commitment with an employee orindividual consultant or salesperson or consulting or sales agreement, contractor commitment with a firm or other organization,

####  

#### (iv)                              anyfidelity or surety bond or completion bond,

####  

#### (v)                                 anylease of personal property,

####  

#### (vi)                              anyagreement of indemnification or guaranty,

####  

#### (vii)                           anyagreement, contract or commitment containing any covenant limiting the freedomof the Company to engage in any line of business or to compete with any Person,

####  

#### (viii)                        anyagreement, contract or commitment relating to capital expenditures,

####  

#### (ix)                                anyagreement, contract or commitment relating to the disposition or acquisition ofassets or any interest in any business enterprise outside the ordinary courseof the Company’s business,

####  

#### (x)                                   anymortgages, indentures, loans or credit agreements, security agreements or otheragreements or instruments relating to the borrowing of money or extension ofcredit, including guaranties referred to in clause (vi) hereof,

####  

17

----

 

#### (xi)                                anypurchase order or contract for the purchase of raw materials,

####  

#### (xii)                             anyconstruction contracts,

####  

#### (xiii)                          anydistribution, joint marketing or development agreement, or

####  

#### (xiv)                         any otheragreement, contract or commitment that is not cancelable without penalty withinthirty (30) days.

####  

### (b)                                 TheCompany has not breached, violated or defaulted under, or received notice thatit has breached, violated or defaulted under, any of the terms or conditions ofany Company Contract.  Each CompanyContract is in full force and effect and is not subject to any defaultthereunder of which the Company or ORA have knowledge by any party obligated tothe Company pursuant thereto.

###  

### (c)                                  Noconsents, waivers and approvals of parties to any Company Contract are necessaryin order to avoid any breach, violation, default, acceleration or terminationright or other loss of rights or event that would constitute a breach,violation, default, acceleration or termination right or other loss of rightswith the lapse of time, giving of notice, or both, in connection with theexecution and delivery of this Agreement and the consummation of transactionscontemplated hereby.

###  

### (d)                                 TheCompany has delivered to Monaco true, correct and complete copies of theCompany Contracts, including all exhibits, amendments and supplements and allmaterial correspondence related thereto. No party to any Company Contract has informed the Company of itsintention to terminate or not renew such Company Contract.  No issue has been raised by any party out ofthe ordinary course of business, if unresolved, would result in the terminationor nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all ofthe rights that the Company had under the Company Contracts prior to theClosing without payment of any additional amounts or consideration other thanongoing fees or payments which the Company would otherwise be required to paypursuant to the terms of such Company Contract had the transactions contemplatedby this Agreement not occurred.

###  

2.14                           Interested Party Transactions.

 

### (a)                                  Otherthan by virtue of its interest in ORA, no officer, director or shareholder ofthe Company or, to the knowledge of the Company or ORA, nor any ancestor,sibling, descendant or spouse of any of such Persons, or any trust, partnershipor corporation in which any of such Persons has an interest, has, directly orindirectly, (i) an interest in any entity which furnished or sold, or furnishesor sells, services or products that the Company furnishes or sells or proposesto furnish or sell, or (ii) an interest in any entity that purchases from orsells or furnishes to the Company any goods or services, or (iii) a beneficialinterest in any Company Contract; provided, that ownership of no more than onepercent (1%) of the outstanding voting stock of a publicly traded corporationshall not be deemed an “interest in any entity” for purposes of this Section 2.14.

###  

### (b)                                 Schedule 2.14(b)accurately lists and describes each Intercompany Receivable and eachIntercompany Payable.

###  

18

----

 

2.15                           Governmental Authorization.

 

### (a)                                  Schedule 2.15accurately lists each Governmental Authorization. The GovernmentalAuthorizations are in full force and effect and constitute all GovernmentalAuthorizations required to permit the Company to operate or conduct itsbusiness substantially as it is currently and has been conducted or hold anyinterest in its properties or assets.

###  

### (b)                                 Noevent has occurred or circumstance exists that may (with or without notice orlapse of time) (i) constitute or result directly or indirectly in a materialviolation of or a failure to comply with any term or requirement of anyGovernmental Authorization listed or required to be listed on Schedule 2.15or (ii) result directly or indirectly in the revocation, withdrawal,suspension, cancellation or termination of, or any modification to, anyGovernmental Authorization listed or required to be listed on Schedule 2.15.

###  

### (c)                                  Noneof the Company, ORA or the Principals have received any notice or othercommunication (whether written or oral) from any Governmental Entity or anyother Person regarding (i) any actual, alleged, possible or potential violationof or failure to comply with any term or requirement of any GovernmentalAuthorization or (ii) any actual, proposed, possible or potential revocation,withdrawal, suspension, cancellation, termination of or modification to anyGovernmental Authorization.

###  

2.16                           Litigation.  Exceptas set forth on Schedule 2.16, there is no action, suit, claim orproceeding of any nature pending or threatened against the Company or itsproperties, any of its officers or directors in their respective capacities assuch or the Project (other than litigation which has been filed but of whichthe Company and ORA have no knowledge of and with respect to which have notbeen served), nor, to the knowledge of the Company or ORA, is there any basistherefor.  There is no investigationpending or threatened against the Company or its properties or any of itsofficers or directors by or before any Governmental Entity, nor, to theknowledge of the Company or ORA, is there any basis therefor.  Schedule 2.16 sets forth, withrespect to any pending or threatened action, suit, proceeding or investigation,the forum, the parties thereto, the subject matter thereof and the amount ofdamages claimed or other remedy requested. No Governmental Entity has at any time challenged or questioned the legalright of the Company to complete or operate the Project which remainsunresolved or which continues to be asserted. There is no action, suit, claim or proceeding of any nature pending, orovertly threatened, against the Company, or its properties or any of itsofficers or directors, arising out of, or in any way connected with, theexecution and delivery of this Agreement or the other transactions contemplatedby the terms of this Agreement.

 

2.17                           Accounts Receivable.

 

### (a)                                  TheCompany has made available to Monaco a list of all accounts receivable of theCompany reflected on the Company Financials (**“Accounts Receivable”**) alongwith a range of days elapsed since invoice.

###  

### (b)                                 AllAccounts Receivable of the Company arose in the ordinary course of business,are carried at values determined in accordance with GAAP consistently appliedand, to the best knowledge of the Company and ORA, should be collectible exceptto the extent of reserves 

 

19

----

 

### thereforset forth in the Company Financials.  NoPerson has any Lien on any of such Accounts Receivable and no request oragreement for material deduction or discount has been made with respect to anyof such Accounts Receivable.

###  

2.18                           Minute Books.  The minute books of the Companymade available to counsel for Buyer are the only minute books of the Companyand contain an accurate summary of all meetings of directors (or committeesthereof) and shareholders and actions by written consent of directors orshareholders since the time of incorporation of the Company.

 

2.19                           Environmental Matters. No Hazardous Materials are present, as a result of actions or omissions of theCompany or ORA, or to the Company’s or ORA’s knowledge, as a result of anyactions or omissions of any third party or otherwise, in, on, or under anyproperty, including the land and the improvements, ground water and surfacewater thereof, that the Company has at any time owned, operated, occupied orleased. The Company has obtained, and is and has been in compliance in allmaterial respects with all applicable permits, licenses, registrations,approvals and other authorizations that are required for the operation of theCompany’s business under all applicable Environmental Laws.  The Company is and has been in compliancewith all applicable Environmental Laws and to the knowledge of the Company andORA, the Company’s agents, predecessors in interest, contractors, invitees orlicensees are and have been in compliance with all applicable EnvironmentalLaws in connection with the operation of the Company’s business and theProject.  The Company has not disposedof, released, discharged, or emitted any Hazardous Materials into the air,soil, groundwater or otherwise at any properties owned, leased or occupied atany time by the Company, or at any other property, or exposed any employee orother individual to any Hazardous Materials or any workplace or environmentalcondition in such a manner as would reasonably be expected to subject theCompany to liability.  Neither theCompany nor ORA is aware of any fact or circumstance, which could result in anyenvironmental liability which could reasonably be expected to result in aMaterial Adverse Effect on the business or financial status of the Company. TheCompany has delivered to Monaco or made available for inspection by Monaco andits agents, representatives and employees all records in the Company’spossession or reasonably available to the Company concerning the Company’scompliance with Environmental Laws, and all environmental site assessments,sampling, analyses, tests, audits and engineering data relating to any realproperty currently or formerly owned or leased by the Company. The Company hascomplied with all environmental disclosure obligations imposed by applicablelaw with respect to this transaction.

 

2.20                           Brokers’ and Finders’ Fees; Third Party Expenses. The Company has not incurred, nor will it incur, directly or indirectly, anyliability for brokerage or finders’ fees or agents’ commissions or any similarcharges in connection with this Agreement or any transaction contemplatedhereby for which Monaco or Buyer could become liable or obligated.

 

2.21                           Employee Matters and Benefit Plans.

 

### (a)                                  TheCompany never has had any Employees, does not have any outstanding offers ofemployment to any potential Employees, nor will it have any Employees at theClosing.  The Company is not party to orbound by any currently effective Employment Agreements.  The Company does not, nor has it ever hadthe obligation to, maintain, establish, sponsor, participate in,

 

20

----

 

or contribute to any Planof the Company or any ERISA Affiliate of the Company, whether a Plan byadoption by the Company or any ERISA Affiliate of the Company or by impositionor application pursuant to applicable laws, rules and regulations of anyGovernmental Entity, with respect to which the Company or any ERISA Affiliateof the Company will or may have any liability or Benefits Liabilities for thebenefit of Employees.

 

### (b)                                 Neitherthe Company nor any ERISA Affiliate of the Company has ever maintained,established, sponsored, participated in, contributed to, or has been requiredto contribute to any Pension Plan that is subject to Title IV of ERISA orSection 412 or 413 of the Code.

###  

### (c)                                  TheCompany is not subject to any Benefits Liabilities and at the Closing, theCompany, Monaco and Buyer will not be subject to any Benefits Liabilities.

###  

2.22                           Insurance.  Schedule 2.22contains a true, correct and complete list of all insurance policies and bondscovering the assets, business, equipment, properties, operations, employees,officers and directors of the Company. There is no claim by the Company pendingunder any of such policies or bonds as to which coverage has been questioned,denied or disputed by the underwriters of such policies or bonds.  All premiums due, payable and not yetdelinquent under all such policies and bonds have been paid and the Company isotherwise in compliance with the terms of such policies and bonds (or otherpolicies and bonds providing substantially similar insurance coverage).  The Company and ORA have no knowledge of anythreatened termination of, or material premium increase with respect to, any ofsuch policies.

 

2.23                           Compliance with Laws. The Company is in material compliance with all federal, state and localstatutes, laws or regulations, domestic or foreign, and has not received anynotices of violation with respect to any of such statutes, laws or regulations.

 

2.24                           Consents.  No consent, waiver,approval, order or authorization of, or registration, declaration or filingwith, any Governmental Entity or any third party (so as not to trigger anyConflict), is required by or with respect to the Company and/or ORA inconnection with the execution and delivery of this Agreement or theconsummation of the transactions contemplated hereby or thereby.

 

2.25                           No Injunctions or Restraints onConduct of Business.  No temporary restraining order, preliminaryor permanent injunction or other order issued by any court of competent jurisdictionor other legal or regulatory restraint or provision challenging Buyer’sproposed acquisition of the Company, or limiting or restricting Buyer’s conductor operation of the business of the Company or against the Company or theProperty is in effect, nor, to ORA’s and the Company’s knowledge, has anyproceeding by an administrative agency or commission or other governmentalauthority or instrumentality, domestic or foreign, seeking any of the foregoingbeen overtly threatened or commenced.

 

2.26                           Representations relating to theProperty.

 

### (a)                                  NoCondemnation Pending or Threatened. There is no pending condemnation, environmental, zoning or other landuse regulatory proceeding affecting the Property

 

21

----

 

### or thecompletion and operation of the Project or any portion thereof, and neither theCompany nor ORA have any knowledge that any such action is currentlycontemplated or threatened.

###  

### (b)                                 Partiesin Possession.  There are no partiesin pos­session of any portion of the Property, whether as lessees, tenants atsufferance, trespassers or otherwise.

###  

### (c)                                  FloodZone.  No portion of the Property islocated in a wetland area, as defined by laws, or in a designated or recognizedflood plain, flood plain district, flood hazard area or area of similarcharacterization.  The Project will notviolate any requirement of the United States Corps of Engineers or lawsrelating to wetland areas.

###  

### (d)                                 ExistingImprovements.  No Improvementsrequired for the completion and operation of the Project have been commenced,including utility installations, and no construction, including grading, hasbeen performed.

###  

### (e)                                  HazardousSubstances.

###  

#### (i)                                     Tothe knowledge of the Company and ORA (a) there are no surface impoundments,lagoons, waste piles, injection wells, or underground storage areas, or otherman-made facilities located on the Property that may have accommodatedHazardous Materials; (b) no portion of the Property has been used as a dump orlandfill or consists of filled-in land; (c) there are no buried, partiallyburied, above-ground or other tanks, storage vessels, drums or containerslocated on the Property; and (d) there has never been a spill, leak, discharge,emission, escape, leaching or disposal of the contents of any undergroundstorage tank into groundwater, surface water or subsurface soils.

####  

#### (ii)                                  Tothe knowledge of the Company and ORA, the Property currently complies with allEnvironmental Laws, and the Company has received no warning, notice,administrative complaint, judicial complaint or other formal or informal noticealleging that any conditions on the Property are or may be in violation of anyEnvironmental Laws.  The Company has notreceived and, to the knowledge of the Company, and ORA, no previous owner of theProperty has received any notice, summons, citation, letter or othercommunication, written or oral, from any Governmental Entity alleging orinquiring into any possible release, emission, discharge, disposal, use,storage, production, handling or presence of any Hazardous Materials on orabout the Property or the soil, surface water or groundwater thereof.

####  

#### (iii)                               Tothe knowledge of the Company and ORA, there are no wells on the Property andthe Project does not include installation of any wells for purposes ofirrigation or consumptive use and all water necessary for consumption andirrigation for the Project as it is anticipated to be developed is currentlyprovided by a municipal water supply which extends to the Property boundary.

####  

### (f)                                    GovernmentalApprovals; No Violations of Zoning Laws. Except as set forth on Schedule 2.26(f), to the knowledge of theCompany and ORA, the Company has obtained all licenses, permits, variances,approvals, authorizations, easements and rights of way, including proof ofdedication, required from all Governmental Entities having jurisdiction overthe Property or from

###  

22

----

 

### privateparties, for the completion and operation of the Project, including, withoutlimitation, the sale of lots to third party users, and to insure vehicular andpedestrian ingress to and egress from the Property and adequate parking on theProperty (“**Approvals**”).  No action, proceeding, amendment procedure,writ, injunction or claim is pending, or to the Company’s or ORA’s knowledge,threatened concerning any such permit. No land use, zoning, building or other law, ordinance, regulation orrestriction (including, without limitation, the Americans with DisabilitiesAct) is, or as of the Closing Date will be, violated by the Property.  The Improvements and all parts thereof donot violate any restrictive covenants affecting it. Except as set forth on Schedule2.26(f), there are no commitments to governmental authorities or agenciesor quasi-governmental entities which relate to land use or zoning affecting theProperty and there are no conditions of the Property’s zoning or use which havenot been completely fulfilled.  To theCompany’s and ORA’s knowledge, there is no law, ordinance, order, regulation orrequirement now in existence or under active consideration by any governmentagency or legislative body which would require the owner of the Property tomake any expenditure in excess of $1,000 to modify or improve the Property inorder to bring it into compliance therewith or to complete the Project.  There is nothing that would constitute anuncured material violation of Federal, state, or municipal laws, ordinances,orders, regulations or requirements affecting any portion of the Property.  Schedule 2.26(f) lists all Approvalsthat have not yet been received or that require further performance by theCompany thereunder, the status of receipt of each Approval and/or theperformance by the Company thereunder, the steps required to receive orcomplete performance with respect to each Approval, the estimated time requiredto receive and/or complete required performance with respect to each Approval,and any anticipated impediments to receiving and/or completing performance withrespect to each Approval.

###  

### (g)                                 Access.  The Property has adequate direct access toand from completed, dedicated and accepted public roads and there is no pendingor threatened governmental proceeding which would impair or curtail suchaccess.

###  

### (h)                                 Utilities.  There are presently in existence notelephone, telecommunication, water, sewer, gas and electrical lines and cablesand surface drainage systems on the Land. All such utility, telecommunications and drainage systems thatare required to serve the Project are located in the right of way alongImmokalee Boulevard; however, the Company has not yet obtained permits for theconnection to such systems.

###  

### (i)                                     Property.  Except for the recorded mortgages/deeds oftrust securing the Monaco Loan and the BankAtlantic Loan, liens for ad valoremreal estate taxes not delinquent at the Closing Date, the Permitted Exceptionsand as set forth in Schedule 2.26(i), the Company is and, followingthe consummation of the transaction contemplated by this Agreement will be, theowner of good and marketable fee simple title to the Property free and clear ofany liens, mortgages, pledges, security interests, options, rights, leases,charges, encumbrances or restrictions of any kind (“**Mortgages**”).  Except asset forth in Schedule 2.11(c), there is no personal property ownedby the Company which is used by the Company in connection with the ownership ofthe Property other than the Personalty. The Property is segregated on the applicable tax rolls, so that no otherproperty is included on any tax bill relating to any portion of theProperty.  There are no tax exemptionsor abatements affecting any of the Property. The Property as a whole can be conveyed to third party purchasers withoutfuture action.  Schedule 2.26(i)lists all Mortgages to which the Property is subject (other than the recordedmortgages/deeds of trust securing the BankAtlantic Loan and the

###  

23

----

 

### Monaco Loan), the parties in whose favor the Mortgagesrun, the dates of such Mortgages, the amounts of such Mortgages and the subjectmatter of such Mortgages.

###  

### (j)                                           Leases;Options; Broker Agreement.  Otherthan the A.R.M. Contract, except as set forth in Schedule 2.26(j),there are no oral or written leases, licenses or other occupancy agreements,pending purchase and sale agreements or parking agreements with respect to theProperty or options or rights of first refusal to lease or purchase theProperty.  Schedule 2.26(j)sets forth a list of all such agreements, the names of the parties thereto, thedates thereof, the portions of the Property affected thereby (including the lotnumber, if applicable) and (a) as to leases, licenses and other occupancyagreements, the terms thereof and the aggregate rental and/or fees payablethereunder and (b) as to purchase agreements, the purchase price, the amount ofthe earnest money deposit, the estimated closing date and the conditions toclosing.  The Company has delivered toMonaco true, correct and complete copies of all such agreements, and suchagreements constitute the entire agreement with the Company thereunder.  The Company and the other parties thereto donot have any right to cancel or terminate any such agreements as a result ofany existing fact known to the Company. The Company is not in default under any such agreements, and to the bestknowledge of the Company, and ORA, the other party thereto is not in defaultunder any such agreements, and has performed all of the obligations required tobe performed by the Company thereunder. All such obligations to be performed on or prior to the Closing willhave been duly performed and paid for in full by the time of Closing.  No brokerage or leasing commissions or othercompensation is due or payable to any Person with respect to any suchagreements or any extension, expansion or renewal thereof.  No claims or litigation, actual orthreatened, exist with regard such agreements. Neither the Company nor ORA nor any of the Principals has entered intoany broker agreements, listing agreements or other similar agreements withrespect to the sale or leasing of any portion of the Property.

###  

### (k)                                  ServiceContracts.  There are presently inexistence no service contracts, billboard or other advertising agreements orother sorts of operating agreements with respect to the Property, other thanthose listed on Schedule 2.26(k), all of which can be canceled,without penalty or other payment, upon written notice of thirty (30) days orless.  There are no union contractsaffecting the Property.  Schedule 2.26(k)sets forth a list of all such agreements, the names of the parties thereto, thedates thereof, the work covered thereby, the terms thereof and the aggregatepayments thereunder.

###  

### (l)                                     Insurance.  The Company carries commercial generalliability insurance with respect to the Property in the amount of $12,000,000.

###  

### (m)                               NoAssessments.  To the Company’s andORA’s best knowledge, there are no pending or threatened assessments,improvements or activities of any public or quasi-public body either planned,in the process of construction or completed which may give rise to anyassessment against the Property or any portion thereof, including uponcompletion of the Project.

 

### (n)                                 BankAtlanticLoan.  With respect to theBankAtlantic Loan, (i) prepayment of such indebtedness is permitted at anytime without premium or penalty, (ii) the Company has provided Monaco true,correct and complete copies of all of the documents securing and evidencing theBankAtlantic Loan and none of such documents has been endorsed, renewed,amended,

###  

24

----

###  

### transferred, pledged or otherwise modified, and (iii)the current outstanding principal balance under the BankAtlantic Loan is twomillion nine hundred seven thousand eight hundred ninety-four dollars($2,907,894).

###  

### (o)                                 Project.  The existing Approvals required for thecompletion and operation of the Project, all of the agreements described in Section 2.26(j) and (k)above, all warranties, construction contacts and all similar documents andagreements relating to the Property and the Project are in the name of and/orin favor of the Company.  To the bestknowledge of the Company and ORA, the mitigation measures required by the ArmyCorps of Engineers and the South Florida Water Management District related tothe big cypress fox squirrels (which requires the maintenance of 19 acres ofnatural areas) will not interfere with the completion or operation of theProject or the potential sale of the Property to A.R.M.  There have been no changes to the Propertysince the survey dated January 17, 2001 prepared by Wilson Miller, a true,correct and complete copy of which has been provided to Monaco.  To the best knowledge of the Company, andORA, there is no opposition to the Project from any individual, group orentity.

###  

### (p)                                 AdverseInformation.  The Company has noinformation or knowledge that there are any laws, ordinances or restrictions,or any change contemplated therein, or any judicial or administrative action,or any action by adjacent landowners, or natural or artificial conditions uponthe Property, or any other facts or conditions which could, in the aggregate,have a material adverse effect upon the Property or the completion or operationof the Project, including the value or profitability thereof.  The Company has not received any notice fromany insurance company of any defects or inadequacies in any of the Propertywhich could materially and adversely affect the insurability of the Property orthe Project or the premiums for the insurance thereof.  No notice has been given by any insurancecompany which has issued a policy with respect to any of the Property or by anyboard of fire underwriters (or other body exercising similar functions)requesting the performance of any repairs, alterations or other work with whichcompliance has not been made.

###  

### (q)                                 Offerto Purchase.  On September 13, 2002,the Company entered into an Agreement for Purchase and Sale (the “**A.R.M. Contract**”) for the sale of theProperty to A.R.M. Development Corp. of S.W. FL, Inc. (“**A.R.M.**”). The Company has delivered a true, correct and complete copy of theA.R.M. Contract to Buyer.  Buyeracknowledges that the A.R.M. Contract contains a due diligence contingency asto A.R.M.’s obligation to purchase the Property.  Neither the Company nor ORA is aware of any reason why A.R.M.would be unwilling or unable to purchase the Property on the terms set forth inthe A.R.M. Contract.

###  

### (r)                                    Deliveryof Documents.  The Company hasprovided Monaco with true, correct and complete copies of the following items tothe extent that ORA or the Company or their affiliates possess such items:  (a) all existing land use anddevelopment licenses, permits and approvals regarding the Project; (b) themost recent survey of the Property in the Company’s possession; (c) a copyof the Company’s policy of title insurance on the Property; (d) all of thedocuments and agreements described in this Section 2.26, including,without limitation, those set forth in Schedule 2.26(j) and (k)and those described in Section 2.26(n), and none of such documentsor agreements have been amended, transferred, other than pursuant to theBankAtlantic Loan documents, pledged or otherwise modified; (e) copies of allair, soil, water, engineering (including, without limitation, structural andseismic reports and reports with respect to the American with

###  

25

----

 

### Disabilities Act) and environmental reports, tests,indemnities and materials regarding the Property in the possession of orcommissioned or requested by the Company; (f) a complete copy of all plansand specifications for the construction of the Improvements and the developmentof the Project (the “**Plans and Specifications**”);(g) a copy of all construction contracts entered into by the Company or otherwisein the Company’s possession with regard to the Property; (h) copies of allconcession agreements, commercial licenses, governmental licenses, permits,covenants, conditions and restrictions and any other agreements related to theProperty, which have been certified by the Company to be true, correct andcomplete copies; (i) copies of all contracts relating to the operation,maintenance and management of the Property, including all service and supplyagreements, franchise agreements and personal property leases; (j) copies ofthe Property tax bills for the last three (3) years and a schedule of all bondassessments, if applicable, for the Property for the last three (3) years; (k)copies of all financing documents pertaining to the Property; (l) copies of allfire, casualty (including earthquake and flood), liability and other insurancepolicies regarding the Property; and (m) an inventory of all tangiblePersonalty.

###  

### (s)                                  MoniesOwed.  Schedule 2.26(s) setsforth a true, correct and complete list of all amounts owed by the Company tothird parties in connection with services or supplies furnished to theProperty, the development of the Project or otherwise.

###  

### (t)                                    LoanApplications.  The Company has usedall of the loan proceeds received from the BankAtlantic Loan and the MonacoLoan, except as expressly approved by Monaco as to the Monaco Loan, only forthe purposes for which such proceeds were required in the Company’s loanapplication.

###  

### (u)                                 MitigationAgreement.  The Company has paid thebalance of the wetlands mitigation payment required pursuant to section 3.1.2of the Mitigation Agreement in the amount of $373,538.000 to the SouthwestFlorida Wetlands J.V., and no further monies are owed by the Company pursuantto the Mitigation Agreement. The Southwest Florida Wetlands J.V. has agreed inwriting that the Mitigation Agreement is amended with the following changes: 1)if the ACOE Permit is not obtained, it will refund to the Company the amount of$533,625.00, and 2) the ninety day period for obtaining the ACOE Permit and theSFWMD Permits has been amended to allow the Company two additional ninety dayperiods to obtain such permits, which periods shall run sequentially. To theCompany’s and ORA’s knowledge, the U.S. Department of Fish & Wildlife hasagreed to the issuance of the ACOE Permit for the Project. The Company hasfully complied with all provisions and requirements set forth in the SFWMDPermits and the Mitigation Agreement.

###  

### (v)                                 MonacoLoan.  The current outstandingprincipal balance under the Monaco Loan is one million eight hundred thousanddollars ($1,800,000).

###  

2.27                           Warranties; Indemnities.  Except forthose set forth in this Agreement, the Company has not given indemnitiesrelating to the Project.

 

2.28                           Representations Complete; Disclosure. None of the representations or warranties made by the Company and ORA (asmodified by the Sellers’ Disclosure Letter), nor any statement made in anySchedule or certificate furnished by the Company or ORA pursuant to thisAgreement, contains or will contain at the Closing, any untrue statement of amaterial fact, or omits or will omit

 

26

----

 

at the Closing to state any material fact necessary in order to makethe statements contained herein or therein, in the light of the circumstancesunder which made, not misleading.  Eachdocument delivered by the Company or its counsel to Monaco or its counsel inconnection with this Agreement or the transactions contemplated hereby was atrue and complete copy of such document including all exhibits, schedules andamendments thereto.

 

2.29                           No Other Representations orWarranties.  Except for the representations and warranties made bythe Company or ORA in this Agreement, the ORLV Agreement, the ORMCC Agreement,the Agreement and the Affiliates Agreement, neither the Company nor ORA makeany representations or warranties, and the Company and ORA hereby disclaim anyother representations or warranties, whether made by the Company or ORA ortheir respective officers, directors or employees, with respect to theexecution and delivery of this Agreement, the Agreement or the AffiliatesAgreement or the transactions contemplated hereby and thereby, notwithstandingthe delivery or disclosure to Monaco or Buyer or its representatives of anydocumentation or other information with respect to any one or more of theforegoing.

 

# **ARTICLE III**

# ** **

# **REPRESENTATIONS AND WARRANTIES OF MONACO AND BUYER**

# ** **

Monaco and Buyer represent and warrant to the Companyas follows:

 

3.1                                 Organization, Standing and Power. Each of Monaco and Buyer is a corporation duly organized, validly existing andin good standing under the laws of the State of Delaware.  Each of Monaco and Buyer has the corporatepower to own its properties and to carry on its business as now being conductedand is duly qualified to do business and is in good standing in eachjurisdiction in which the failure to be so qualified would have a materialadverse effect on the ability of Monaco or Buyer to consummate the transactionscontemplated hereby.

 

3.2                                 Authority.  Each of Monaco and Buyer hasall requisite corporate power and authority to enter into this Agreement and toconsummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the consummationof the transactions contemplated hereby have been duly authorized by allnecessary corporate action on the part of each of Monaco and Buyer.  This Agreement has been duly executed anddelivered by Monaco and Buyer and constitutes the valid and binding obligationof Monaco and Buyer, enforceable in accordance with its terms, except as suchenforceability may be limited by principles of public policy and subject to thelaws of general application relating to bankruptcy, insolvency and the reliefof debtors and rules of law governing specific performance, injunctive reliefor other equitable remedies.

 

3.3                                 Consents.  No consent of any Person not aparty to this Agreement and no consent of any Governmental Entity is requiredto be obtained on the part of Monaco or Buyer to permit the consummation of thetransactions contemplated by this Agreement.

 

27

----

 

3.4                                 Noncontravention.  The execution anddelivery of this Agreement does not, and the consummation of the transactionscontemplated hereby will not, conflict with any provision of the Certificate ofIncorporation or Bylaws of Monaco or Buyer.

 

3.5                                 Brokers’ and Finders’ Fees; Third PartyExpenses.  Neither Monaco nor Buyer has incurred, not will theyincur, directly or indirectly, any liability for brokerage or finders’ fees oragents’ commissions or any similar charges in connection with this Agreement orany transaction contemplated hereby for which the Company, ORA or thePrincipals could become liable or obligated.

 

3.6                                 Monaco Loan. The current outstanding principalbalance under the Monaco Loan is one million eight hundred thousand dollars($1,800,000).

 

3.7                                 No Other Representations orWarranties.  Except for the representations and warranties made bythe Monaco or Buyer in this Agreement, the ORLV Agreement and the ORMCCAgreement, neither Monaco nor Buyer make any representations or warranties, andMonaco and Buyer hereby disclaim any other representations or warranties,whether made by the Monaco or Buyer or their respective officers, directors oremployees, with respect to the execution and delivery of this Agreement or thetransactions contemplated hereby and thereby, notwithstanding the delivery ordisclosure to ORA or its representatives of any documentation or other informationwith respect to any of the foregoing.

 

**ARTICLEIV**

 

**CONDUCTPRIOR TO CLOSING**

 

4.1                                 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until theearlier of the termination of this Agreement or the Closing, the Company agrees(except to the extent that Monaco shall otherwise consent in writing), to carryon its business in the usual, regular and ordinary course in substantially thesame manner as heretofore conducted, materially comply with all the terms,conditions and provisions of all laws, rules regulations, orders, leases,liens, mortgages, agreements, insurance policies and other contractualarrangements relating to the Property, to pay its debts and Taxes when due, topay or perform other obligations when due, confer with Monaco concerningmaterial business or operational matters relating to the Company’s business,use reasonable, good faith efforts to maintain all the assets of the Company intheir current condition and to promptly replace, repair or restore such assetsin the event of any damage to or destruction of any of such assets prior to theClosing, maintain the books and records in the usual, regular and ordinarymanner, on a basis consistent with prior years, report periodically to Monaco concerningthe status and operation of the Project, and to use all reasonable effortsconsistent with past practice and policies to preserve intact the Company’spresent business organizations, keep available the services of its presentofficers and key employees and preserve their relationships with customers,suppliers, licensors, licensees, and others having business dealings with it,all with the goal of preserving unimpaired the Company’s goodwill and ongoing

 

28

----

 

businesses at the Closing; it being understood that Monaco and theCompany shall keep each other informed of developments to, and relating actionsto be taken in connection with the matters described in Schedule 6.3(g)hereto.  Without limiting the foregoing,but subject to the limitations in Sections 4.1(a)-4.1(bb) below,during such period, the Company agrees to (i) use commercially reasonableefforts to sell the Property to A.R.M. pursuant to the terms of the A.R.M.Contract or other terms reasonably acceptable to Monaco, or if A.R.M. is unableto purchase the Property or terminates the A.R.M. Contract, to a third party onterms acceptable to Monaco, (ii) perform all of its obligations under allApprovals and applications therefore, including as required to comply with theterms of or keep in force the Mitigation Agreement and the SFWMD Permits, andto maintain its efforts to obtain the required ACOE Permits and (iii) maintainthe present insurance on the Property and promptly provide Monaco with copiesof any written notice from any insurance company or board of fire underwriters(or other body exercising similar functions) of any defects or inadequacies inthe Property or requesting performance of any repairs, alterations or otherwork to the Property. The Company shall promptly notify Monaco of any event oroccurrence or emergency not in the ordinary course of business of the Company,and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shallnot, without the prior written consent of Monaco:

 

### (a)                                  Enterinto any commitment or transaction not in the ordinary course of business orany commitment or transaction of the type described in Section 2.8hereof;

###  

### (b)                                 Enterinto, assume, become bound or obligated by, or extend or modify the terms ofany agreement, contract or commitment which (i) involves the payment of greaterthan $10,000 per annum, (ii) extends for more than one year or (iii) involvesany payment or obligation to any affiliate of the Company;

###  

### (c)                                  Prepayany outstanding indebtedness other than payments described in Section 4.2hereof;

###  

### (d)                                 Transferto any Person any rights to the Intellectual Property;

###  

### (e)                                  Amendor otherwise modify (or agree to do so), except in the ordinary course ofbusiness, or violate the terms of, any of the Company Contracts or Approvals;

###  

### (f)                                    Amendor otherwise modify (or agree to do so) the A.R.M. Contract;

###  

### (g)                                 Commence,settle, institute, prosecute, compromise any action, suit, proceeding,arbitration, or governmental or regulatory investigation or audit or obtain therelease of any threatened action, suit, proceeding, arbitration, orgovernmental or regulatory investigation or audit involving or relating to theCompany or its business or assets;

###  

### (h)                                 Declareor pay any dividends on or make any other distributions (whether in cash, stockor property) in respect of any of its capital stock, or split, combine orreclassify any of its capital stock or issue or authorize the issuance of anyother securities in respect of, in lieu of or in substitution for shares ofcapital stock of the Company, or repurchase, redeem or otherwise acquire,

 

29

----

 

### directlyor indirectly, any shares of its capital stock (or options, warrants or otherrights exercisable therefor);

###  

### (i)                                     Issue,deliver or sell or authorize or propose the issuance, delivery or sale of, orpurchase or propose the purchase of, any shares of its capital stock orsecurities convertible into, or subscriptions, rights, warrants or options toacquire, or other agreements or commitments of any character obligating it toissue any such shares or other convertible securities;

###  

### (j)                                     Causeor permit any amendments to its Articles of Incorporation or Bylaws;

###  

### (k)                                  Acquireor agree to acquire by merging or consolidating with, or by purchasing asubstantial portion of the assets of, or by any other manner, any business orany corporation, partnership, association or other business organization ordivision thereof, or otherwise acquire or agree to acquire any assets which arematerial, individually or in the aggregate, to the business of the Company;

###  

### (l)                                     Sell,lease, license or otherwise dispose of any of its properties or assets, orgrant a security interest in any of such properties or assets;

###  

### (m)                               Incurany indebtedness for borrowed money or guarantee any such indebtedness or issueor sell any debt securities of the Company or guarantee any debt securities ofothers;

###  

### (n)                                 Hireor extend an offer of employment with the Company to any individual;

###  

### (o)                                 Change,increase or amend the rate of remuneration or amount of bonuses or otherbenefits or any other terms of employment of any employee;

###  

### (p)                                 Grantany severance or termination pay to any employee, or adopt any new severanceplan, amend or modify or alter in any manner any severance plan, agreement orarrangement relating to any employee;

###  

### (q)                                 Adoptor amend any Plan;

###  

### (r)                                    Revalueany of its assets, including without limitation writing down the value ofinventory or writing off notes or accounts receivable other than in theordinary course of business;

###  

### (s)                                  Pay,discharge or satisfy, in an amount in excess of $25,000 (in any one case) or$50,000 (in the aggregate), any claim, liability or obligation (absolute,accrued, asserted or unasserted, contingent or otherwise), other than thepayment, discharge or satisfaction in the ordinary course of business ofliabilities reflected or reserved against in the Company Financial Statements(or the notes thereto);

###  

### (t)                                    Makeor change any material election in respect of Taxes, adopt or change anyaccounting method in respect of Taxes, enter into any closing agreement, settleany claim or assessment in respect of Taxes, or consent to any extension orwaiver of the limitation period applicable to any claim or assessment inrespect of Taxes;

 

30

----

 

### (u)                                 Enterinto any strategic alliance or joint marketing arrangement or agreement;

###  

### (v)                                 grantany loans to others or purchase debt securities of others or amend the terms ofany outstanding loan agreement;

###  

### (w)                               enterinto any agreement to purchase or sell any interest in real property, grant anysecurity interest in any real property or enter into any lease, sublease,license or other occupancy agreement with respect to any real property;

###  

### (x)                                   grantnor otherwise create or consent to the creation of any easement, covenant,restriction, assessment, encumbrance or lien affecting any of the Property;

###  

### (y)                                 conveyany of the Property or any interest or rights therein (other than pursuant tothe terms of the A.R.M. Contract), nor commit, permit or suffer to exist anywaste or nuisance on the Property;

###  

### (z)                                   makeor permit to be made any material change in the Property;

###  

### (aa)                            takeany action, or fail to take any action, that would reasonably be expected toresult in any of the representations and warranties set forth in ARTICLE II****not being true and correct on and as ofthe Closing Date with the same force and effect as if such representations andwarranties had been made on and as of the Closing Date; or

###  

### (bb)                          take,or agree in writing or otherwise to take, any of the actions described in Sections4.1(a) through (aa) above, or any other action that would prevent theCompany from performing or cause the Company not to perform its covenantshereunder.

###  

4.2                                 Sale to A.R.M.  In the event that theCompany sells the Property to A.R.M. pursuant the A.R.M. Contract (the “**A.R.M. Sale**”) prior to the Closing:

 

### (a)                                  theCompany shall pay to Monaco upon close of escrow of the A.R.M. Sale (the “**A.R.M. Closing Date**”) (1) all amountsoutstanding (including interest) under the Monaco Loan or otherwise advanced byMonaco and (2) a sum equal to 50% of the A.R.M Net Profit.  “**A.R.M.Net Profit**” shall mean all cash proceeds from the A.R.M. Sale receivedby the Company, less:

###  

#### (i)                                     allamounts outstanding (including interest) on the BankAtlantic Loan that havebeen repaid in connection with the A.R.M. Sale;

####  

#### (ii)                                  allamounts outstanding (including interest) on the Monaco Loan or otherwiseadvanced by Monaco that have been repaid in connection with the A.R.M. Sale;

####  

#### (iii)                               allreasonable overhead costs of the Company relating to the operation andmanagement of the Property prior to the A.R.M. Closing Date;

####  

#### (iv)                              Allamounts paid to the Robert A. Schoellhorn Trust pursuant to Section 4.2(b);

 

31

----

 

#### (v)                                 allliabilities incurred or costs paid by the Company (other than amounts owed orpaid to ORA or any affiliates of ORA) in connection with the operation of thebusiness of the Company or the Property prior to the consummation of the A.R.MSale, including payment of real estate taxes, assessments, insurance, permitand land use fees and approvals, attorneys’ fees and consultants’ fees; and

####  

#### (vi)                              allliabilities incurred or costs paid by the Company (other than amounts owed orpaid to ORA or any affiliates of ORA) in connection with the A.R.M Sale,including broker commissions, transfer taxes, escrow costs, title costs, surveycosts, attorneys’ fees and other closing costs.

####  

### (b)                                 theCompany shall pay to the Robert A. Schoellhorn Trust upon the A.R.M ClosingDate the amount set forth on Schedule 9.1(c).

###  

### (c)                                  theparties hereto will no longer have any obligations pursuant to this Agreementother than the obligations contained in Sections 4.2, 5.4, 5.5, 5.6,and ARTICLE X hereof.

###  

### (d)                                 thepayments obligations of the Company pursuant to Section 4.2(a)hereof will supercede the payment obligations of the Company to Monaco pursuantto Sections 7.2 and ARTICLE IX of that certain Agreementdated July, 2001, by and between ORA, the Company and Monaco, as amended,relating to the Monaco Loan.

###  

4.3                                 Other Offers.  In theevent the Company or ORA or any of the Principals shall receive any offer orproposal with respect to any proposed agreement, contract or commitment to sellto any Person other than Monaco or the Buyer all or any portion of theCompany’s business and properties or capital stock, whether by merger, sale ofassets, tender offer or otherwise (an “**AlternateTransaction**”), the Company and/or ORA shall promptly (i) informMonaco that such an offer or proposal has been received and (ii) disclose toMonaco the identity of the party making the offer or proposal and the terms ofsuch offer or proposal.  Thereafter, theCompany and ORA shall consult with Monaco regularly with regard to such offeror proposal and the status of discussions and/or negotiations with respectthereto.  The Company and ORA will notenter into, and will prohibit the Company’s and ORA’s officers from enteringinto, any agreement, contract or commitment with respect to an AlternateTransaction without the prior written consent of Monaco.

 

**ARTICLEV**

 

**ADDITIONALAGREEMENTS**

 

5.1                                 Securityholder Agreements.

 

### (a)                                  Agreementto Retain Shares.  ORA agrees not totransfer (except as may be specifically required by court order), sell,exchange, pledge or otherwise dispose of or encumber any shares of capitalstock of the Company beneficially owned by ORA as of the date hereof, or tomake any offer or agreement relating thereto, at any time prior to theExpiration Date.  As used herein, the

 

32

----

 

### term **“Expiration Date”** shall mean the earlier tooccur of (i) the Closing Date, and (ii) such date and time as this Agreementshall be terminated pursuant to Article VIII hereof.

###  

### (b)                                 Agreementto Vote Shares.  At every meeting ofthe shareholders of the Company called with respect to any of the following,and at every adjournment thereof, and on every action or approval by writtenconsent of the shareholders of the Company with respect to any of thefollowing, ORA shall vote the Shares: (i) in favor of approval of this Agreement and the Acquisition and anymatter that could reasonably be expected to facilitate the******Acquisition; and (ii) against approval ofany proposal made in opposition to or competition with consummation of theAcquisition and against any merger, consolidation, sale of assets,reorganization or recapitalization, with any party other than with Monaco,Buyer and their affiliates and against any liquidation or winding up of theCompany.

###  

### (c)                                  AdditionalDocuments.  ORA hereby covenants andagrees to execute and deliver any additional documents necessary or desirable,in the reasonable opinion of Monaco or the Company, as the case may be, tocarry out the intent of this Agreement.

###  

### (d)                                 Consentand Waiver.  ORA hereby gives anyconsents or waivers that are reasonably required for the consummation of theAcquisition under the terms of any agreements to which such ORA is a party orpursuant to any rights ORA may have.

###  

5.2                                 Resignation of Directors andOfficers of Company.  The Company and ORA shall use theirreasonable best efforts to cause all of the directors and officers of theCompany to resign their respective positions effective as of the Closing, andto cause each director and officer of the Company to deliver written notice ofsuch resignation to Buyer at the Closing.

 

5.3                                 Access.  The Company and ORA shall afford Monacoand its accountants, counsel, consultants, and other representatives, full andcomplete access to the Property and the Company’s books and records, personnel,business and commercial relationships relating to the Company’s business, theProperty and the Project during normal business hours during the period fromthe date hereof and prior to the Closing, including without limitation, to (i)all of the Company’s and ORA’s properties, books, contracts, commitments, andrecords related to the Company’s business, the Property and the Project,including without limitation, access to the Property for the purpose of (a)conducting an environmental audit or assessment that may include soil,groundwater, or Hazardous Materials sampling as Monaco in its discretion deemsnecessary and desirable to identify the presence or absence of HazardousMaterials, (b) conducting such surveys, tests, inspections and examinations asMonaco desires in regard to engineering and planning for future development ofthe Property, and examining the current condition of the Property, anddetermining the feasibility of future uses of the Property, including withoutlimitation, as-built surveys, engineering studies, and seismic tests and (c)communicating with the Company’s personnel, consultants, Governmental Entities,and representatives from financial institutions, (ii) other informationconcerning the business, properties and personnel (subject to restrictionsimposed by applicable law) of the Company, including but not limited todocuments relating to the planning, permitting, construction and developmentcosts (“**Development Costs**”) of theProject, forecasted future Development Costs of the Project and actual andforecasted sales of lots within the Project, and (iii) the records of theCompany’s independent accountants related to the Property or the Project. TheCompany agrees to

 

33

----

 

provide to Monaco and its accountants, counsel, consultants, and otherrepresentatives copies of internal financial statements (including Tax returnsand supporting documentation) promptly upon request.  No information or knowledge obtained in any investigationpursuant to this Section 5.3 shall affect or be deemed to modifyany representation or warranty contained herein or the conditions to theobligations of the parties to consummate the Acquisition.

###  

5.4                                 Confidentiality.  Each of the partieshereto hereby agrees to keep such information or knowledge obtained in anyinvestigation pursuant to Section 5.3, or pursuant to thenegotiation and execution of this Agreement or the effectuation of thetransactions contemplated hereby  (**“ConfidentialInformation”**), confidential and not to use such ConfidentialInformation except as contemplated by this Agreement; provided, however, thatthe foregoing shall not apply to information or knowledge which (a) aparty can demonstrate was already lawfully in its possession prior to thedisclosure thereof by the other party, (b) is generally known to thepublic and did not become so known through any violation of law, (c) becameknown to the public through no fault of such party, (d) is later lawfullyacquired by such party from other sources (and not in violation of anobligation of confidentiality of such other sources with respect to suchinformation), (e) is required to be disclosed by order of court orgovernment agency with subpoena powers, (f) is disclosed in the course of anylitigation between any of the parties hereto or (g) is developed independentlyby either party without reference to, or specific knowledge of, the otherparties’ Confidential Information.

 

5.5                                 Expenses.  Whether or not the Acquisition isconsummated, all fees and expenses incurred in connection with the Acquisitionshall be the obligation of the respective party incurring such fees; provided,however, all fees and expenses incurred by the Company in connectionwith the Acquisition shall be borne by ORA. Such expenses shall include, without limitation, all legal, accounting,financial advisory, consulting and all other fees and expenses of third partiesincurred by a party in connection with the negotiation and effectuation of theterms and conditions of this Agreement and the transactions contemplatedhereby.

 

5.6                                 Brokers’ or Finders’ Fees.  Monacoand Buyer will indemnify and hold the Company and ORA harmless from any claimfor brokers’ or finders’ fees arising out of the transactions contemplatedhereby by any Person claiming to have been engaged by Monaco or Buyer.  ORA will indemnify and hold Monaco and Buyerharmless from any claim for brokers’ or finders’ fees arising out of thetransactions contemplated hereunder by any Person claiming to have been engagedby the Company or ORA.

 

5.7                                 Consents.  The Company and ORA shall usetheir reasonable best efforts to obtain the consents, waivers and approvalsunder any of the Company Contracts as may be required in connection with theAcquisition so as to preserve all rights of, and benefitsto, the Company thereunder.

 

5.8                                 Reasonable Best Efforts.  Subject tothe terms and conditions provided in this Agreement, each of the parties heretoshall use its reasonable best efforts to take promptly, or cause to be taken,all actions, and to do promptly, or cause to be done, all things necessary,proper or advisable under applicable laws and regulations to consummate andmake effective the transactions contemplated hereby, to obtain all necessarywaivers, consents and approvals and to effect all necessary registrations andfilings and to remove any injunctions or other impediments or delays,

 

34

----

 

legal or otherwise, in order to consummate and make effective thetransactions contemplated by this Agreement for the purpose of securing to theparties hereto the benefits contemplated by this Agreement.

 

5.9                                 Notification of Certain Matters. The Company and ORA shall give prompt notice to Monaco, and Monaco shall giveprompt notice to the Company, of (i) the occurrence or nonoccurrence of anyevent, the occurrence or nonoccurrence of which is likely to cause anyrepresentation or warranty of the Company, ORA, Monaco or Buyer, respectively,contained in this Agreement to be untrue or inaccurate at or prior to theClosing Date and (ii) any failure of the Company, ORA, Monaco or Buyer, as thecase may be, to comply with or satisfy any covenant, condition or agreement tobe complied with or satisfied by it hereunder; provided, however, that thedelivery of any notice pursuant to this section shall not (a) limit orotherwise affect any remedies available to the party receiving such notice or(b) constitute an acknowledgment or admission of a breach of thisAgreement.  No disclosure by any partypursuant to this Section 5.9 shall be deemed to amend or supplementthe Disclosure Letter or prevent or cure any misrepresentation, breach ofwarranty or breach of covenant.

 

5.10                           Election to Supplement Sellers’Disclosure Letter.  ORA is entitled to make a one time election(the “**Supplemental Disclosure Election**”)to provide Monaco with a Supplement to the Seller’s Disclosure Schedule (the “**Disclosure Supplement**”) at least seven (7)days prior to the Closing Date or, if Monaco provides less than nine (9) daysnotice of the Closing Date, within two (2) days after notice of the ClosingDate.  The Disclosure Supplement may containonly qualifications to ORA’s representations and warranties that the Companyand ORA had no knowledge of as of the date of this Agreement.  Notwithstanding Section 5.9hereof, the Disclosure Supplement will be deemed to amend the Sellers’Disclosure Schedule and to cure any breach of any or the representations orwarranties related to such Disclosure Supplement.  If ORA makes the Supplemental Disclosure Election, Monaco mayterminate this Agreement in its sole an absolute discretion, whether or not theinformation contained in the Disclosure Supplement is material.

 

5.11                           Inspection Period.  Notwithstanding theprovisions of Section 5.8, at any time between the date hereof andthe date that is thirty (30) days thereafter (the “**Inspection Period**”), Monaco may terminate this Agreement inaccordance with the provisions of this Section if (a) Monaco is not satisfied,in Monaco’s sole and absolute discretion, with the information obtained fromits exam­i­na­tion of the Property or from documents delivered to it by theCompany pursuant to the provisions of this Agreement or otherwise obtained bythe Monaco; or (b) Monaco is not satis­fied, in Monaco’s sole and absolutediscretion, with the information determined by it or its representa­tives’inspections of or inquiries regarding the Property or relevant financialrecords; or (c) if Monaco does not approve, in Monaco’s sole and absolutediscretion, the form and sub­stance of each Permitted Exception or isdissatisfied in any other way.  ThisAgreement establishes an option which can be exercised for any of the foregoingreasons if Monaco noti­fies the Company of its dis­satis­fac­tion, in writing,on or prior to the last day of the Inspection Period, which notice may, butneed not, set forth the conditions giving rise to Monaco’s dissatisfaction, ifany.  Monaco shall have the right at itsoption either immediately to termi­nate this Agreement by written notice or toterminate this Agreement immediately prior to the date specified in Section 8.1(b)(i)unless those conditions specified in the notice of dissatisfaction have by thenbeen satisfied to Monaco’s satisfaction in Monaco’s sole and absolutediscretion.

 

35

----

 

5.12                           Risk of Loss.  The Company shall bear all riskof loss or damage to the Property by fire, other casualty, condemnation orHazardous Materials prior to the Closing. If before the Closing the Property should be damaged or taken orthreatened to be taken or Hazardous Materials shall become present on theProperty, or if access to or parking for the Property is altered in any regard,Monaco may, at its option, (a) terminate this Agreement by written noticedelivered to the Company at or prior to the Closing or (b) proceed to Closingas provided under this Agreement, in which event Monaco shall receive any andall insurance and condemnation proceeds attributable to the casualty orcondemnation.

 

5.13                           Notice of Damage. If at any time prior tothe Closing all or any portion of the Property is destroyed or damaged as aresult of fire or any other cause whatsoever, or taken by condemna­tion oreminent domain or any proceeding in condemnation or eminent domain or theCompany or ORA become aware of the threat of such taking, or HazardousMaterials shall become present on the Property, the Company or ORA, asapplicable, shall promptly give written notice thereof to Monaco.

 

5.14                           Public Disclosure.  No party shall issueany statement or communication to any third party (other than to theirrespective agents) regarding the subject matter of this Agreement or thetransactions contemplated hereby, including, if applicable, the termination ofthis Agreement and the reasons therefore, without the prior written consent ofthe other party, which consent shall not be unreasonably withheld.  This Section 5.14 shall notapply to any disclosure deemed necessary or advisable by Monaco (i) in orderfor Monaco to complete its due diligence of the Company, (ii) in order tocomply with applicable securities laws, or to any disclosure required by otherapplicable law or (iii) to satisfy the condition to Closing set forth in Section 6.2(c).

 

5.15                           Closing Cost Schedule.  Monaco and ORAshall mutually agree at least one (1) business day prior to the Closing Date ona Closing Cost Schedule, which shall identify the Closing Costs.

 

5.16                           Additional Documents and FurtherAssurances.  Each party hereto, at the request of another partyhereto, shall execute and deliver such other instruments and do and performsuch other acts and things as may be necessary or desirable for effectingcompletely the consummation of this Agreement and the transactions contemplatedhereby.

 

# **ARTICLE VI**

# ** **

# **CONDITIONS TO THE**ACQUISITION

# ** **

6.1                                 Conditions to Obligations of EachParty to Effect the Acquisition. The respective obligations of each party to this Agreement to effect thetransactions contemplated by this Agreement shall be subject to thesatisfaction at or prior to the Closing of the following conditions:

 

### (a)                                  NoInjunctions or Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction orother order issued by any court of competent jurisdiction or other legalrestraint or prohibition preventing the consummation of the transactionscontemplated by

 

36

----

 

### thisAgreement shall be in effect, nor shall any proceeding brought by anadministrative agency or commission or other governmental authority orinstrumentality, domestic or foreign, seeking any of the foregoing be pending;nor shall there be any action taken, or any statute, rule, regulation or orderenacted, entered, enforced or deemed applicable to the Acquisition, which makesthe consummation of the Acquisition illegal.

###  

### (b)                                 CertainRelated Agreements.  (i) Allconditions set forth in ARTICLE VII of each of the ORMCC Agreement andthe ORLV Agreement shall have been satisfied or waived and (ii) the ORMCCAcquisition and the ORLV Acquisition shall have closed concurrently with theClosing.

###  

### (c)                                  Federaland State Filings and Approvals. All applicable federal and state filing or licensing requirements, andall required federal and state regulatory approvals, in connection with thetransactions contemplated by this Agreement shall have been satisfied orobtained, respectively.

###  

6.2                                 Additional Conditions to Obligationsof the Company and ORA.  The obligations of the Companyand ORA to consummate and effect this Agreement and the transactionscontemplated hereby shall be subject to the satisfaction at or prior to theClosing of each of the following conditions, any of which may be waived, inwriting, exclusively by the Company and ORA:

 

### (a)                                  Representations,Warranties and Covenants.  Therepresentations and warranties of Monaco and Buyer in this Agreement shall betrue and correct in all material respects on and as of the Closing******as though suchrepresentations and warranties were made on and as of such time (other thanthose representations and warranties which were qualified by terms such as“material,” “materially,” or “Material Adverse Effect,” which representationsand warranties shall have been true and correct, as so qualified, in allrespects on and as of the Closing) and Monaco and Buyer shall have performedand complied in all material respects with all covenants, obligations andconditions of this Agreement required to be performed and complied with bythem.

###  

### (b)                                 Certificateof Monaco.  ORA shall have beenprovided with a certificate executed on behalf of the Monaco by one of itsexecutive officers to the effect that, as of the Closing:

###  

#### (i)                                     allrepresentations and warranties made by the Monaco and Buyer in this Agreementare true and correct in all material respects (other than those representationsand warranties which were qualified by terms such as “material,” “materially,”or “Material Adverse Effect,” which representations and warranties so qualifiedshall have been true and correct in all respects on and as of the Closing);

####  

#### (ii)                                  allcovenants and obligations under this Agreement to be performed or complied withby Monaco and Buyer on or prior to the Closing have been so performed orcomplied with in all material respects; and

 

37

----

####  

#### (iii)                               allconditions to the obligations of the Company set forth in this Section 6.2have been satisfied (unless otherwise waived in accordance with the terms ofthis Agreement.

 

### (c)                                  Paymentof BankAtlantic Loan.  Monaco shallhave paid or caused to be paid to BankAtlantic the entire outstanding principaland interest under the BankAtlantic Loan.

###  

6.3                                 Additional Conditions to the Obligationsof Monaco and Buyer.  The obligations of Monaco and Buyer toconsummate and effect this Agreement and the transactions contemplated herebyshall be subject to the satisfaction at or prior to the Closing******of each of thefollowing conditions, any of which may be waived, in writing, exclusively byMonaco:

 

### (a)                                  Representations,Warranties and Covenants.  Therepresentations and warranties of the Company and ORA in this Agreement weretrue and correct on the date they were made and shall be true and correct inall material respects on and as of the Closing as though such representationsand warranties were made on and as of such time (other than thoserepresentations and warranties which were qualified by terms such as“material,” “materially,” or “Material Adverse Effect,” which representationsand warranties shall have been true and correct, as so qualified, in allrespects on and as of the Closing) and each of the Company and ORA shall haveperformed and complied in all material respects with all of their respectivecovenants, obligations and conditions of this Agreement required to beperformed and complied with by them as of the Closing.

###  

### (b)                                 WrittenResignations.  All directors andofficers of the Company shall have delivered to Buyer written resignations fromtheir respective positions, effective as of the Closing.

###  

### (c)                                  Certificatesof Company ORA.  Monaco shall havebeen provided with certificates executed by ORA and executed on behalf of theCompany by its President and Secretary to the effect that, as of the Closing:

###  

#### (i)                                     allrepresentations and warranties made by the party providing the certificate inthis Agreement are true and correct in all material respects (other than thoserepresentations and warranties which were qualified by terms such as“material,” “materially,” or “Material Adverse Effect,” which representationsand warranties shall have been true and correct as so qualified in all respectson and as of the Closing);

####  

#### (ii)                                  allcovenants and obligations under this Agreement to be performed or complied withby the Company and the party providing the certificate on or prior to theClosing have been so performed or complied with in all material respects; and

####  

#### (iii)                               allconditions to the obligations of Monaco and Buyer set forth in this Section 6.3have been satisfied (unless otherwise waived in accordance with the terms ofthis Agreement.)

####  

### (d)                                 Secretary’sCertificate of Company.  Monacoshall have been provided with a certificate executed on behalf of the Companyby its Secretary to the effect that, as of the Closing:

 

38

----

 

#### (i)                                     theCompany has provided Monaco with complete and accurate copies of the Company’sArticles of Incorporation and Bylaws, each as amended and corrected to date;

####  

#### (ii)                                  theCompany has provided Monaco with complete and accurate copies of resolutions ofORA’s and the Company’s Boards of Directors approving the Acquisition and thetransactions contemplated by this Agreement; and

####  

#### (iii)                               theCompany has provided Monaco with complete and accurate copies of resolutions ofits shareholders approving the Acquisition and the transactions contemplated bythis Agreement.

####  

### (e)                                  IncumbencyCertificate.  The Company hasprovided Buyer with a certificate as to the incumbency of signatories andgenuineness of signatures.

###  

### (f)                                    Claims.  No claims shall have been asserted (whetheror not asserted in litigation) which might materially and adversely affect theconsummation of the transactions contemplated hereby or the business assets(including intangible assets), financial condition or results of operations ofthe Company.

###  

### (g)                                 ThirdParty Consents.  Any and allconsents, waivers, and approvals listed pursuant to Schedule 6.3(g)shall have been obtained.

###  

### (h)                                 SoperOpinion.  Monaco shall have receiveda legal opinion from Soper & Oakley, PLLC, legal counsel to the Company andORA, substantially in the form of Exhibit D hereto.

###  

### (i)                                     TriblerOpinion.  Monaco shall have receiveda legal opinion from Tribler Orpett & Crone, Professional Corporation, legalcounsel to the Principals, substantially in the form of Exhibit Ehereto.

###  

### (j)                                     NoMaterial Adverse Changes.  Thereshall not have occurred any material adverse change in the business, assets(including intangible assets), results of operations, liabilities (contingentor accrued) or financial condition of the Company.

###  

### (k)                                  Litigation.  There shall be no action, suit, claim orproceeding of any nature pending, or overtly threatened, against the Buyer orthe Company, their respective properties or any of their officers or directors,arising out of, or in any way connected with, the Acquisition or the othertransactions contemplated by the terms of this Agreement.

###  

### (l)                                     FIRPTACompliance.  The Company shall havedelivered to Monaco a properly executed statement in a form reasonablyacceptable to Monaco for purposes of satisfying Monaco’s and Buyer’sobligations under Treasury Regulation Section 1.1445-2(b).

###  

### (m)                               IntercompanyPayables.  ORA shall have providedevidence satisfactory to Monaco that all Intercompany Payables have beenpermanently and irrevocably forgiven.

 

39

----

 

### (n)                                 TitleInsurance. Buyer shall have obtained an ALTA form of owner’s titleinsurance policy with the survey exception deleted insuring Buyer’s fee simpletitle to the Property following the Closing at standard rates in the amount of$7.2 million, subject only to the Permitted Exceptions, and includingmechanics’ and materialmen’s liens coverage, zoning and subdivisionendorsements and such endorsements as Buyer may require (the “**Title Policy**”).

###  

### (o)                                 TitleAffidavits.  The Company and ORAshall have provided such affidavits and other documents as are reasonablyrequired as a condition to issuing the Title Policy without the surveyexception or other exceptions, except the Permitted Exceptions, including,without limitation, an owner’s affidavit, mechanics’ lien indemnity, gapindemnity and an affidavit that there have been no changes to the Propertysince the January 17, 2001 survey of the Property.

###  

### (p)                                 LoanDocuments.  Buyer shall havereceived pay-off statements acceptable to Monaco and the title company issuingthe Title Policy regarding the BankAtlantic Loan and any liens to be satisfiedon Closing, and such other documents and instruments (including, withoutlimitation, requests for reconveyance or substitutions of trustee andreconveyances of deeds of trust) as the title company issuing the Title Policymay require as a condition to insuring Buyer’s title to the Property free andclear of such deeds of trust.

###  

### (q)                                 IntercompanyReceivables.  The Company shall havebeen paid all amounts owed to it pursuant to Intercompany Receivables.

###  

### (r)                                    Permits.  Any Governmental Authorization relating tothe Project issued to any person or entity other than the Company shall havebeen transferred to or re-issued in the name of the Company.

###  

### (s)                                  Guaranty.  Each of the parties to the Guaranty shallhave executed and delivered the Guaranty.

###  

### (t)                                    AffiliatesAgreement.  Each of the parties tothe Affiliates Agreement shall have executed and delivered the AffiliatesAgreement.

###  

### (u)                                 CraryOpinion.  Monaco shall have receiveda legal opinion from Crary, Buchanan, Bowdish, Bovie, Beres, Negron &Thomas, legal counsel to the Company, substantially in the form of Exhibit Fhereto.

 

# **ARTICLE VII**

# ** **

**SURVIVALOF REPRESENTATIONS AND WARRANTIES;****INDEMNIFICATION**

# ** **

7.1                                 Survival of Representations andWarranties.  All representations and warranties in this Agreementor in any instrument deliveredpursuant to this Agreement, shall survive the Closing for three years, provided,however, that (i) the representations and warranties in Section 2.2(b)

 

40

----

 

relating to title matters and the representations and warranties in Sections 2.9relating to tax matters shall survive the Closing and shall not terminate and(ii) the representations and warranties in Sections 2.19 and 2.26(e)relating to environmental matters and hazardous substances shall survive theClosing and shall terminate at the close of business on the 120thday following the expiration of the applicable statute of limitations withrespect to the environmental liabilities in question.

 

7.2                                 Indemnification.

 

### (a)                                  GeneralIndemnification. ORA covenants and agrees to indemnify, defend, protect andhold harmless Monaco, Buyer and their affiliates (each an “**Indemnified Party**”) from, against and inrespect of any claim, loss, expense, liability or other damage (includingwithout limitation any liability of Monaco, Buyer or any of their affiliatesfor expenses incurred by the Company related to the transactions contemplatedhereby), including reasonable attorneys’ fees, to the extent of the amount ofsuch claim, loss, expense, liability or other damage that Monaco, Buyer or anyof their affiliates have incurred or reasonably and in good faith anticipatesincurring (i) by reason of the inaccuracy or breach of any representation orwarranty of the Company and ORA contained herein or in any certificate,instrument, or other document delivered pursuant to this Agreement, subject to Section 7.1,(ii) by reason of a breach of any covenant or agreement, of the Company and ORAcontained herein, (iii) relating to ORA’s and Company’s Unknown EnvironmentalLiabilities, but only to the extent of any Environmental Remediation Costs,(iv) relating to Taxes attributable to ORA or a member of ORA’s affiliatedgroup (as defined in Section 1504(a)) of the Code (other than the Company) as aresult of the Company having been a member of ORA’s affiliated group or havingfiled a consolidated (or similar) return with the ORA affiliated group or (v)relating to any and all payroll, employee related or income taxes whensoeverarising with respect to or relating to the Company that are attributable to anytaxable period ending on or prior to the Closing Date and, in case of a taxableperiod that includes, but does not end on the Closing Date, the portion of suchtaxable period that ends on the Closing Date (all of the foregoing collectively**“Losses”**);****provided, however, thatMonaco and Buyer shall only have the right to be indemnified against Lossesdescribed in clauses (i), (ii) and (iii) above if, and to the extent that, theaggregate of the Losses (as such term is defined in each of this Agreement, theORMCC Agreement and the ORLV Agreement) under this Agreement, the ORMCCAgreement and the ORLV Agreement exceeds $250,000 (though the right to offsetLosses set forth in Section 9.2(b) shall apply to all Losses andnot solely to the amount of Losses above and beyond such $250,000threshold).  After the Closing, ORA’saggregate contractual liability for Losses under this Agreement, the ORMCCAgreement and the ORLV Agreement shall not exceed the Indemnification Cap;provided, however, that nothing herein shall limit any noncontractual remedyfor fraud. For the purpose of determining the amount of any Loss for which anyof the indemnified parties may be entitled to indemnification by ORA pursuantto this ARTICLE VII, any representation or warranty contained in thisAgreement or in any certificate, instrument, or other document deliveredpursuant to this Agreement that is qualified by a term or terms such as“material,” “materially,” or “Material Adverse Effect,” shall be deemed made orgiven without such qualification.

###  

### (b)                                 ExclusiveRemedy.  Exceptas provided in Section 10.10 and except for remedies relating tofraud, the provisions of this ARTICLE VII shall constitute thesole and exclusive remedy of the Indemnified Parties with respect to anyLosses.

 

41

----

 

### (c)                                  IndemnificationProcedures.  All claims forindemnification under this ARTICLE VII shall be asserted and resolved asfollows:

###  

#### (i)                                     IndemnificationClaims.  In the event that anIndemnified Party has a claim for Losses hereunder which does not involve claimbeing asserted against or sought to be collected by a third party, Monaco shalldeliver to ORA and each of the Principals a certificate signed by any officerof Monaco (an **“Officer’s Certificate”**): (A) stating that Monaco (or an Indemnified Party) has paid or properlyaccrued or reasonably and in good faith anticipates that it will have to pay oraccrue Losses, and (B) specifying in reasonable detail the individual items ofLosses included in the amount so stated, the date each such item was paid orproperly accrued, or the basis for such anticipated liability, and the natureof the misrepresentation, breach of warranty or claim to which such item isrelated.  If ORA does not notify Monacoin writing within thirty (30) days from the date of receipt of the Officer’sCertificate that ORA objects to any claim or claims made in any Officer’sCertificate, the amount of the claim for Losses contained in the Officer’sCertificate shall be conclusively deemed a liability of the indemnifying partyhereunder.  Notwithstanding theforegoing, Monaco may not deliver an Officer’s Certificate to ORA to seekindemnification from ORA pursuant to this Section 7.2 for Lossesrelating to the inaccuracy or breach of any representation or warranty of ORAcontained herein or in any certificate, instrument, or other document deliveredpursuant to this Agreement after the applicable representations or warrantieshave terminated in accordance with Section 7.1.

####  

#### (ii)                                  Resolutionof Conflicts.

####  

##### (1)                                  Incase ORA shall so object in writing to any claim or claims made in anyOfficer’s Certificate, ORA and Monaco shall attempt in good faith to agree uponthe rights of the respective parties with respect to each of such claims.  If ORA and Monaco should so agree, amemorandum setting forth such agreement shall be prepared and signed by bothparties.

#####  

#### (iii)                               Ifno such agreement can be reached after good faith negotiation, either Monaco orORA may demand arbitration of the matter as set forth below in Section 7.3unless the amount of the damage or loss is at issue in pending litigation witha third party, in which event arbitration shall not be commenced until suchamount is ascertained by court judgment or settlement of the parties to thelitigation or Monaco and ORA agree to arbitration.

####  

### (d)                                 Third-PartyClaims.  In the event Monaco becomesaware of a third-party claim which Monaco believes may result in a claim byMonaco for indemnification pursuant to this ARTICLE VII, Monaco shallnotify ORA of such claim, and ORA shall be entitled, at its expense, toparticipate in any defense of such claim. Monaco shall have the right in its sole discretion to settle any suchclaim; provided, however, that except with the consent of ORA, no settlement ofany such claim with third-party claimants shall alone be determinative of theamount of any claim against ORA under this Section 7.2.  In the event that ORA has consented to anysuch settlement, ORA shall have no power or authority to object under anyprovision of this ARTICLE VII to the amount of any claim by Monacoagainst ORA for indemnification with respect to such settlement.

 

42

----

 

7.3                                 Arbitration.

 

### (a)                                  Theresolution of any disputes arising under this ARTICLE VII shall be settledby Arbitration.  Such arbitration shallbe conducted by three arbitrators. Monaco shall select one arbitrator and ORA shall select one arbitrator.  The two arbitrators so selected shall selecta third arbitrator.  The decision of amajority of the three arbitrators as to the validity and amount of any claim inan Officer’s Certificate shall be binding and conclusive upon the parties tothis Agreement.

###  

Judgment upon any award rendered by the arbitratorsmay be entered in any court having jurisdiction.  Any such arbitration shall be held in Lane County, Oregon underthe rules then in effect of the American Arbitration Association. For purposesof this subsection, in any arbitration hereunder in which any claim or theamount thereof stated in the Officer’s Certificate is at issue, Monaco shall bedeemed to be the Non-Prevailing Party in the event that the arbitrators awardMonaco less than the sum of one half of the disputed amount plus any amountsnot in dispute; otherwise, ORA shall be deemed to be the Non-PrevailingParty.  Each party shall pay its ownexpenses and one-half the fees of each arbitrator and the administrative fee ofthe American Arbitration Association; provided, however, that the arbitratorsmay require the Non-Prevailing Party to pay the expenses, including withoutlimitation, reasonable attorneys’ fees and costs, incurred by the other partyto the arbitration if the arbitrators find that the arbitration action wasbrought or defended other than in good faith and with a reasonable basis infact by the Non-Prevailing Party.

 

7.4                                 Guaranty.  In the event that after the proceduresset forth above have been followed, an Indemnified Party is entitled toindemnification pursuant to this ARTICLE VII, Monaco may, in its solediscretion, seek payment of such amount from either ORA pursuant to thisAgreement or from the Principals pursuant to the Guaranty or both, providedthat no Indemnified Party shall be entitled to receive in payment in aggregatein excess of the amount it is entitled to under this ARTICLE VII.

###  

7.5                                 Subrogation.  In the event ORA pays anyIndemnified Party for Losses pursuant to Section 7.2 in connectionwith any third party claim, ORA shall be subrogated to the extent of suchpayment to all of the rights of recovery of the Company, Monaco and Buyer,which shall cooperate with ORA to enable ORA to secure such rights and toeffectively to bring suit to enforce such rights.

###  

7.6                                 Claims Made by ORA. If ORA brings anaction against Monaco or Buyer relating to (i) the inaccuracy or breach of anyrepresentation or warranty of Monaco and Buyer contained herein or in anycertificate, instrument, or other document delivered pursuant to thisAgreement, subject to Section 7.1, or (ii) a breach of any covenantor agreement, of Monaco and Buyer contained herein, then ORA may recover fromMonaco or Buyer for any loss, expense, liability or other damage (includingwithout limitation any liability of ORA or any of its affiliates for expensesincurred by ORA related to the transactions contemplated hereby), includingreasonable attorney’s fees, arising from (i) or (ii) above;****provided, however, that ORAand its affiliates shall only have the right to such recovery if, and to theextent that, Monaco’s and Buyer’s aggregate contractual liability under thisAgreement, the ORMCC Agreement and the ORLV Agreement exceeds $250,000.  After the Closing, Monaco’s and Buyer’saggregate contractual liability under this Agreement, the ORMCC Agreement andthe ORLV Agreement shall not exceed the Indemnification Cap; provided, however,that nothing herein shall limit any noncontractual remedy for fraud.

 

43

----

 

# **ARTICLE VIII**

# ** **

# **TERMINATION, AMENDMENT AND WAIVER**

# ** **

8.1                                 Optional Termination.  Except asprovided in Section 8.3 below, this Agreement may be terminated andthe Acquisition abandoned at any time prior to the Closing:

 

### (a)                                  bymutual consent of ORA and Monaco;

###  

### (b)                                 byMonaco or ORA if:  (i) the Closing hasnot occurred on or before December 15, 2002; (ii) there shall be a finalnonappealable order of a federal or state court in effect preventingconsummation of the Acquisition; or (iii) there shall be any statute, rule,regulation or order enacted, promulgated or issued or deemed applicable to theAcquisition by any Governmental Entity that would make consummation of theAcquisition illegal;

###  

### (c)                                  byMonaco if there shall be any action taken, or any statute, rule, regulation ororder enacted, promulgated or issued or deemed applicable to the Acquisition byany Governmental Entity, which would: (i) prohibit or materially and adversely restrict Buyer’s or theCompany’s ownership or operation of all or a portion of the business of theCompany or (ii) compel Buyer or the Company to dispose of or hold separate allor a portion of the business or assets of the Company or Buyer as a result ofthe Acquisition;

###  

### (d)                                 byMonaco if it is not in material breach of its obligations under this Agreementand there has been a material breach of any representation, warranty, covenantor agreement contained in this Agreement on the part of the Company or ORA andsuch breach has not been cured within ten (10) business days after writtennotice to the Company (provided that no cure period shall be required for abreach which by its nature cannot be cured);

###  

### (e)                                  byMonaco if there shall have occurred any event or condition of any characterthat has had or is reasonably likely to have a material adverse effect on thebusiness or operations of the Company;

###  

### (f)                                    bythe Company or ORA if they are not in material breach of their obligationsunder this Agreement and there has been a material breach of anyrepresentation, warranty, covenant or agreement contained in this Agreement onthe part of Monaco and such breach has not been cured within ten (10) businessdays after written notice to Monaco (provided that, no cure period shall berequired for a breach which by its nature cannot be cured);

###  

### (g)                                 pursuantto Sections 5.10, 5.11, or 5.12 of this Agreement.

###  

Where action is taken to terminate this Agreement pursuantto this Section 8.1, it shall be sufficient for such action to beauthorized by the Board of Directors (as applicable) of the party taking suchaction.

 

8.2                                 Automatic Termination.  Except asprovided in Section 8.3 below, this Agreement shall terminate andthe Acquisition shall be abandoned if at any time prior to the Closing eitherthe

 

44

----

 

ORLV Agreement or the ORMCC Agreement is terminated pursuant to Sections 8.1of such agreements.

 

8.3                                 Effect of Termination.  In the eventof termination of this Agreement as provided in Sections 8.1 or 8.2,this Agreement shall forthwith become void and there shall be no liability orobligation on the part of Monaco, Buyer, the Company, or ORA, or theirrespective officers, directors or shareholders, if applicable, provided thateach party shall remain liable for any breaches of this Agreement prior to itstermination; and provided further that, the provisions of Sections 5.4, 5.5,5.6, this Section 8.3 and ARTICLE X of this Agreement shall remain in full force andeffect and survive any termination of this Agreement.

 

8.4                                 Amendment.  Except as may otherwise required byapplicable law after the shareholders of the Company approve this Agreement,this Agreement may be amended at any time by execution of an instrument inwriting signed by Monaco, Buyer, the Company and ORA.

 

8.5                                 Extension; Waiver.  At any time prior tothe Closing, Monaco and Buyer, on the one hand, and the Company and ORA, on theother, may, to the extent legally allowed, (i) extend the time for theperformance of any of the obligations of the other party hereto, (ii) waive anyinaccuracies in the representations and warranties made to such party containedherein or in any document delivered pursuant hereto, and (iii) waive compliancewith any of the agreements or conditions for the benefit of such partycontained herein.  Any agreement on thepart of a party hereto to any such extension or waiver shall be valid only ifset forth in an instrument in writing signed on behalf of such party.

 

# **ARTICLE IX**

# ** **

# **POST-CLOSING COVENANTS**

# ** **

9.1                                 Sale of the Property by Buyer.

 

### (a)                                  CommerciallyReasonable Efforts.  Buyer herebycovenants to use commercially reasonable efforts to sell the Property (the “**Resale**”) to A.R.M. pursuant to the A.R.M.Contract, or if that agreement is terminated, then to any third party on termsacceptable to Buyer in its sole and absolute discretion.

###  

### (b)                                 ProfitParticipation.  If Buyer sells theProperty, Buyer or Monaco shall pay to ORA upon close of escrow of such Resale(or if there is no escrow, upon recordation of the deed) (the “**Resale Closing Date**”) a sum equal to 50% ofthe Net Profit.  “**Net Profit**” shall mean all cash proceedsfrom the sale of the Property received by Buyer, less:

###  

#### (i)                           allamounts paid by Buyer or Monaco to repay the BankAtlantic Loan (includingaccrued interest) and pay off any delinquent taxes and default judgments,including any prepayment penalties, legal fees, processing fees, recording feesand any other associated costs;

 

45

----

 

#### (ii)                        allamounts paid by Buyer or Monaco to secure the Replacement Loan, if any,including legal fees, processing fees, recording fees and any other associatedcosts;

####  

#### (iii)                     allinterest that has accrued under the Replacement Loan up to and including theResale Closing Date;

####  

#### (iv)                    all reasonableoverhead costs of Monaco relating to the operation and management of theProperty from the Closing Date to the Resale Closing Date or relating to the Resale;

####  

#### (v)                       all amountsoutstanding (including interest) under any other loans to the Company,including the Monaco Loan, as of the Resale Closing Date;

####  

#### (vi)                    allliabilities incurred or costs paid by the Buyer or Monaco in connection withthe operation of the business of the Company or the Property prior to theconsummation of the Resale, including payment of real estate taxes,assessments, insurance, permit and land use fees and approvals, attorneys’ feesand consultants’ fees;

####  

#### (vii)                 all amounts paidto the Robert A. Schoellhorn Trust pursuant to Section 9.1(c);

####  

#### (viii)              all Losses to theextent that Buyer or Monaco are unable to seek indemnification against ORApursuant to Section 7.2(a) due to the fact that the aggregateamount of Losses is less than $250,000;

####  

#### (ix)                      the ClosingCosts;

####  

#### (x)                         all Taxliabilities arising from the sale of the Property and taxes paid by Buyer underSection 1.7 hereof; and

####  

#### (xi)                      allliabilities incurred or costs paid by the Buyer or Monaco in connection withthe Resale, including broker commissions, transfer taxes, escrow costs, titlecosts, survey costs, attorneys’ fees and other closing costs.

####  

Buyer shall have no obligation to pay any amount inconnection with any sale transaction which fails to close (i.e., title isconveyed to the purchaser) for any reason. Buyer shall have the right, in its sole and absolute discretion, toreject any offer to purchase the Property.

 

### (c)                                  Notwithstandingthe foregoing, upon any Resale, the Robert A. Schoellhorn Trust shall receivepayment from the proceeds of the Resale at the Resale Closing Date in theamount set forth on Schedule 9.1(c), regardless of the amount ofthe Net Profit.

###  

### (d)                                 Notwithstandingthe foregoing, the payments described in Sections 9.1(b) and (c)shall be reduced by any amounts to which Monaco is entitled pursuant to Section 7.2hereof.

###  

### (e)                                  Notwithstandingthe foregoing, the Net Profit calculation of Section 9.1(b) shallnot include interest accrued on loans from Monaco to the Company after theClosing to the

 

46

----

 

### extentthat the interest rate on such loans exceeds the greater of (i) Monaco’sregular corporate funds borrowing rate at the time the loan is made and (ii)the prime rate at the time the loan is made plus one percent (1%).

###  

9.2                                 Tax Matters.

 

### (a)                                  TaxFiling.  For purposes of thisAgreement and the filing of applicable Tax Returns, whenever Monaco and ORAreasonably agree that it is equitable to allocate an item of income, gain,deduction, loss or credit to either a taxable year or period that ends on orbefore the Closing Date or a taxable year or period that begins after theClosing Date, rules consistent with those in Treasury Regulation Section1.1502-76(b) will be applied.

###  

### (b)                                 Assistanceand Cooperation.

###  

#### (i)                                     Afterthe Closing Date, the parties to this Agreement shall (or shall cause theirrespective affiliates to):

####  

(A)                              assistthe other party, to the extent the party providing assistance has pertinentinformation, in preparing any Tax Returns which such other party is responsiblefor preparing and filing after the Closing Date;

 

(B)                                cooperatefully, to the extent the party providing assistance has pertinent information,in preparing for any audits of, or disputes with taxing authorities regarding,any Tax Returns of the Company or its subsidiaries; and

 

(C)                                makeavailable to the other party and to any taxing authority as reasonablyrequested all information, records, and documents relating to Taxes of theCompany.

 

#### (ii)                                  Afterthe Closing Date but no later than July 31, 2003, ORA shall (or shall cause itsrespective affiliates to) deliver to Monaco a written good faith estimate ofany items (including, but not limited to, net operating losses) to be reportedon ORA’s 2002 federal or state income tax returns, which items would berequired by Monaco in preparing its 2002 federal or state income taxreturns.  ORA shall deliver to Monaco awritten final determination of any items reported on such estimate within 30days after ORA has filed its 2002 federal or state income tax return.

####  

9.3                                 ORA Additional Cooperation. Inconsideration of the profit participation set forth hereinabove (i) ORA agreesafter Closing to provide to Buyer any contacts, inquiries or othercommunication received by Buyer in connection with the possible sale of theProperty, or any portion thereof, and (ii) with respect to any letter ofintent, contract, offer or other communication presently in the files of ORA orthe Company or received after Closing, ORAagrees after Closing to assist Buyer in connection with Buyer’s review,assessment, negotiation and consummation of any transaction resulting in aResale as Buyer may choose to pursue. The profit participation set forthhereinabove is in consideration of this agreement and undertaking by ORA andshall not be construed to be a finder’s fee, broker’s fee or similar payment,such profit participation being part of the consideration for the transactionscontemplated by this Agreement.

 

47

----

 

9.4                                 Loan Release.  Monaco shall use commerciallyreasonable efforts following theClosing Date to obtain a release of the deed of trust securing the BankAtlanticLoan and a cancellation of the related note and other loan documents.

 

# **ARTICLE X**

# ** **

# **GENERAL PROVISIONS**

# ** **

10.1                           Notices.  All notices and other communications hereunder shall be in writing andshall be deemed given if delivered personally or by commercial deliveryservice, or mailed by registered or certified mail (return receipt requested)or sent via facsimile (with acknowledgment of complete transmission) or sentvia electronic mail (with electronic acknowledgement of receipt) to the partiesat the following addresses (or at such other address for a party as shall bespecified by like notice):

 

### (a)                                  ifto Monaco or Buyer, or to the Company after the Closing, to:  Monaco Coach Corporation, 91320 IndustrialWay, Coburg, Oregon  97408, Attention:Controller, Tel: (541) 686-8011, Fax: (541) 302-3800, and to Monaco CoachCorporation, Indiana Operations, 606 Nelson’s Parkway, Wakarusa, IN 46573,Attention:  General Counsel, Tel (800)650-7337, Fax:  (219) 293-1528.

 

with a copy to: WilsonSonsini Goodrich & Rosati, Professional Corporation,650 Page Mill Road,Palo Alto, California 94304-1050, Attention: Henry P. Massey, Jr., Esq., Tel:650-493-9300, Fax: 650-493-6811.

 

### (b)                                 ifto ORA, or to the Company up to and including the Closing, to:  Robert A. Schoellhorn, President, MarathonCoach, Inc., 91333 Coburg Industrial Way, Coburg, OR 97408-9432, Tel: (541)343-9991, Fax: (541) 343-2401.

###  

with a copy to: StephenM. Alderman, Garfield & Merel, Ltd., 223 West Jackson Blvd., Suite 1010,Chicago, IL 60606, Tel: (312) 583-1600, Fax: (312) 583-1700.

 

### (c)                                  ifto a Principal, to the address for notice set forth on the signature pageto the Affiliates Agreement.

###  

with a copy to: Daniel D.Drew, Tribler, Orpett & Crone, 30 North La Salle Street, Chicago, IL 60602,Tel: (312) 201-6414, Fax: (312) 201-6401.

 

10.2                           Headings.  The table of contents and headingscontained in this Agreement are for reference purposes only and shall notaffect in any way the meaning or interpretation of this Agreement.

 

48

----

 

10.3                           Counterparts.  This Agreement may be executedin one or more counterparts, all of which shall be considered one and the sameagreement and shall become effective when one or more counterparts have beensigned by each of the parties and delivered to the other party, it beingunderstood that all parties need not sign the same counterpart.

 

10.4                           Entire Agreement.  This Agreement, theSchedules and Exhibits hereto, and the documents and instruments and otheragreements among the parties hereto referenced herein: (a) constitute theentire agreement among the parties with respect to the subject matter hereofand supersede all prior agreements and understandings, both written and oral,among the parties with respect to the subject matter hereof, including withoutlimitation the agreement in principal among certain of the parties hereto datedJuly 24, 2002.

 

10.5                           Assignment.  No party may assign or delegateeither this Agreement or any of its rights, interests, or obligations hereunderwithout the prior written approval of the other parties.  Subject to the immediately preceding sentence,this Agreement shall be binding upon and shall inure to the benefit of theparties hereto and their respective successors and permitted assigns.Notwithstanding the foregoing, Buyer may assign its rights under this Agreementwithout the consent of the Company or ORA provided the assignee assumes inwriting all obligations and liabilities of Buyer, in which event Buyer but notMonaco shall be relieved of any further liability hereunder.

 

10.6                           Severability.  In the event that anyprovision of this Agreement or the application thereof, becomes or is declaredby a court of competent jurisdiction to be illegal, void or unenforceable, theremainder of this Agreement will continue in full force and effect and theapplication of such provision to other Persons or circumstances will beinterpreted so as reasonably to effect the intent of the parties hereto.  The parties further agree to replace suchvoid or unenforceable provision of this Agreement with a valid and enforceableprovision that will achieve, to the extent possible, the economic, business andother purposes of such void or unenforceable provision.

 

10.7                           Other Remedies.  Except as otherwiseprovided herein, any and all remedies herein expressly conferred upon a partywill be deemed cumulative with and not exclusive of any other remedy conferredhereby, or by law or equity upon such party, and the exercise by a party of anyone remedy will not preclude the exercise of any other remedy.

 

10.8                           No Third Party Beneficiaries. This Agreement is solely for the benefit of (a) Monaco and Buyer and itssuccessors and permitted assigns with respect to the obligations of theCompany, and ORA under this Agreement and (b) the Company and ORA, andtheir respective successors and permitted assigns with respect to theobligations of Monaco and Buyer under this Agreement.  This Agreement shall not be deemed to confer upon or give to anyother third party any remedy, claim, right to reimbursement, cause of action orother right, unless expressly provided for in this Agreement.

 

10.9                           Governing Law.  This Agreement shall begoverned by and construed in accordance with the laws of the State of Oregon,regardless of the laws that might otherwise govern under applicable principlesof conflicts of laws thereof.

 

49

----

 

10.10                     Specific Performance.  The partiesagree that irreparable damage would occur in the event that any of theprovisions of this Agreement were not performed in accordance with theirspecific terms or were otherwise breached. It is accordingly agreed that either party shall be entitled to seek aninjunction or injunctions or other equitable relief to prevent breaches of thisAgreement and to enforce specifically the terms and provisions hereof in anycourt of the United States or any state having jurisdiction over the dispute.

 

50

----

 

IN WITNESS WHEREOF, Monaco, Buyer, the Company and ORAhave executed this Agreement as of the date first written above.

 
| **MONACO COACH CORPORATION**         | **MCC ACQUISITION CORPORATION** |
|--------------------------------------|---------------------------------|
|                                 |                            |
|                                 |                            |
| By:                                  | /s/ John W. Nepute              |   | By: | /s/ John W. Nepute |   |
|                                 | John W. Nepute,                 |   | John W. Nepute, |
|                                 | President                       |   | Vice President |
|                                 |                            |
|                                 |                            |
| **OUTDOOR RESORTS OF AMERICA, INC.** |                            |
|                                 |                            |
|                                 |                            |
| By:                                  | /s/ E. Randall  Henderson       |   |   |
|                                 | E. Randall Henderson,           |   |
|                                 | President                       |   |
|                                 |                            |
|                                 |                            |
| **OUTDOOR RESORTS OF NAPLES, INC.**  |                            |
|                                 |                            |
|                                 |                            |
| By:                                  | /s/ E. Randall  Henderson       |   |   |
|                                 | E. Randall Henderson,           |   |
|                                 | President                       |   |
|                                      |                                 |  |  |  |  |  |  |  |

 

[**SIGNATURE PAGE TO ORN STOCK PURCHASE AGREEMENT]**

 

----

 

With respect to the following pages, theCompany has omitted the listed exhibits, but agrees to furnish supplementally acopy of the exhibit to the Commission upon request.

 

**EXHIBIT A**

 

**FORM OF GUARANTY**

 

i

----

 

**EXHIBIT B**

 

**FORM OFAFFILIATES AGREEMENT**

 

ii

----

 

**EXHIBIT C**

 

**DESCRIPTION OF LAND**

** **

iii

----

 

**EXHIBIT D**

 

**FORM OF OPINION OF SOPER &OAKLEY, PLLC**

 

iv

----

 

**EXHIBITE**

 

**FORM OFOPINION OFTRIBLER ORPETT & CRONE, PROFESSIONAL CORPORATION**

 

v

----

 

**EXHIBITF**

 

**FORM OFOPINION OFCRARY, BUCHANAN, BOWDISH, BOVIE, BERES,NEGRON & THOMAS**

** **

vi

----