ex45.htm


     

    Exhibit
4.5

     

     

     

    THIRD
PARTY

     

    ASSIGNMENT
OF LEASES, RENTS AND PURCHASE AGREEMENTS

     

    THIS
THIRD PARTY ASSIGNMENT OF LEASES, RENTS AND PURCHASE AGREEMENTS is made this
_____ day of ,
2008 by LEE OIL COMPANY,
INC., a Virginia
corporation (“Assignor”) whose address is P.O. Box 487, U.S. Highway Old 58,
Ewing, Virginia 24248 in favor of CHOICE FINANCIAL GROUP, a
North Dakota state bank (“Lender”), whose address is 1697 South 42nd Street,
Grand Forks, North Dakota 58201.

     

    WHEREAS,
Heartland, Inc., a Nevada corporation (“Borrower”) executed and delivered to
Lender a Promissory Note in the original principal amount of $3,250,000.00 (the
“Note”) dated of even date herewith; and

     

    WHEREAS,
payment of the Note and all other obligations of Borrower in connection with the
Note is secured by a Third Party Deed of Trust, Assignment and Security
Agreement (the “Deed of Trust”) covering certain real property located inCounty,
Virginia,

     

    legally
described on “Exhibit A” attached hereto and incorporated herein by reference
and the buildings, improvements, fixtures and personal property now or hereafter
located thereon (the “Mortgaged Premises”).

     

    Lender,
as a condition to make the loan evidenced by the Note has requested the
execution of this Assignment; and

     

    ASSIGNMENT

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    ARTICLE
I. Assignment

     

    1.1.          Assignor
does hereby grant, transfer and assign to Lender all of the right, title and
interest
of Assignor in and to:

     

    (a) Any and
all present or future leases, subleases, ground leases, concessions, licenses,
other use contracts or tenancies, whether written or oral, covering or affecting
any or all of the Mortgaged Premises or all or any part of any present or future
improvements located on the Mortgaged Premises, together with any and all
extensions, modifications and renewals thereof (collectively, the
“Leases”);

     

    (b) All
rents, fees, charges, profits, income and other payments of every kind due or
payable or to become due or payable to Assignor, by virtue of the Leases, or
otherwise due and payable or to become due or payable to Assignor as a result of
any use, possession or occupancy of any portion or portions of the Mortgaged
Premises or as the result of the use of or lease of any personal property on or
in the Mortgaged Premises (collectively, the “Rents”), whether the Rents accrue
before or after foreclosure of the Deed of Trust or during the period of
redemption thereof; and

     

    (c) Any
and all present and future purchase agreements, reservation agreements, letters
of intent, option agreements and any other agreements for the purchase and sale
of all or any portion of the Mortgaged Premises, together with any and all
extensions, modifications and amendments thereof and all earnest money and all
other deposits described therein (collectively, the “Purchase
Agreements”).

     

    1.2.          This
Assignment is made for the purpose of securing the following (the “Obligations”):

     

    (a) Payment
of all indebtedness evidenced by the Note and all other sums secured by the Deed
of Trust and this Assignment; and

     

    (b) Performance
and discharge of each and every obligation, covenant and agreement contained in
the Note, the Deed of Trust and related Loan Agreement, Guaranty, Environmental
Indemnification Agreement and all other documents executed in connection with
the Note (collectively, “Loan Documents”).

     

    ARTICLE
II.

    Warranties and
Representations

     

    2.1.          Assignor
hereby covenants and warrants to Lender that:

     

    (a)            Assignor
is now and will be absolute owner of (i) the Leases, (ii) the Rents,
and (iii) the Purchase Agreements, with full right, title, power and authority
to assign
the same and the Leases, the Rents and the Purchase Agreements have not been,
and will not be mortgaged, pledged, assigned or in any manner encumbered except
as set forth in this Assignment;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) Each
Lease and each Purchase Agreement now in existence and executed after the date
hereof is and shall be valid and enforceable in accordance with its terms, and
no Lease or Purchase Agreement has been or shall be materially altered, modified
or amended without the prior written consent of Lender;

     

    (c) No part
of the Mortgaged Premises is the homestead of any person or used for
agricultural purposes;

     

    (d) As to any
Lease or Purchase Agreement now in existence, neither Assignor nor the other
party to any Lease or Purchase Agreement is now in default under any of the
terms, covenants or conditions thereof, and Assignor has not waived, and will
not waive, any provision thereunder to be complied with by the other party
thereto;

     

    (e) Assignor
has not performed any act or executed any instrument and is not bound by any
law, charter or agreement which might prevent Lender from operating under any of
the terms and conditions hereof, or which would limit Lender in such operation;
and

     

    (f) No
Rents, earnest money or other deposits have been waived, anticipated,
discounted, compromised or released, except as may be permitted by the Leases or
the Purchase Agreements, provided, however, that Assignor may collect, in
advance, the first and last month’s rent due under any Lease, and the tenants
under the Leases have no defenses, setoffs or counterclaims against
Assignor.

     

     2.2.To
protect the security of this Assignment, Assignor agrees as
follows:

     

    (a) To
faithfully abide by, perform and discharge each and every obligation, covenant
and agreement which Assignor is now or hereafter becomes liable to observe or
perform under any present or future Lease and/or Purchase Agreement; to give
prompt written notice to Lender of any notice of default on the part of Assignor
received from a tenant under any Lease or any buyer under any Purchase
Agreement; at the sole cost and expense of Assignor, to enforce or secure the
performance of each and every obligation, covenant, condition and agreement to
be performed by the tenant under each and every Lease or any buyer under any
Purchase Agreement; not to borrow against, pledge or assign the Leases, Rents or
Purchase Agreements, or anticipate the Rents except as herein permitted, or
materially reduce the amount of the Rents or other payments under the Leases or
purchase price under any Purchase Agreement or waive, excuse, condone, or in any
manner release or discharge the tenants or buyers thereunder of or from the
material obligations, covenants, conditions and agreements by said tenants or
buyers to be performed, including the obligation to pay the Rents called for
thereunder or close the sale
of any portion of the Mortgaged Premises under any Purchase Agreement in the
manner and at the place and time specified therein; and not to terminate any of
the Leases or Purchase Agreements or accept a surrender thereof except by reason
of the expiration of the stated terms of the Leases or otherwise with the
consent of Lender;

     

    
      
        
        

      

      
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    (b) At
Assignor’s sole cost and expense, to appear in and defend any action or
proceeding arising under, growing out of or in any manner connected with any
Lease, Purchase Agreement or the obligations, duties or liabilities of Assignor
or any tenant or buyer thereunder, and to pay all costs and expenses of Lender,
including reasonable attorneys’ fees, in any such action or proceeding in which
Lender may appear or with respect to which it may incur costs;

     

    (c) To
transfer and assign to Lender, upon written notice by Lender, any and all
specific Leases or Purchase Agreements Lender requests. Such transfer or
assignment by Assignor shall be upon the same or substantially the same terms
and conditions as are herein contained, and Assignor will properly file or
record such assignments, at Assignor’s expense, if requested by
Lender;

     

    (d) To
transfer, upon demand, to Lender any security deposits, earnest money or other
deposits held by Assignor or any third party under the terms of the Leases or
any Purchase Agreement. Such security deposits, earnest money or other deposits
may be held by Lender without any allowance of interest thereon and shall become
the absolute property of Lender, to be applied in accordance with the provisions
of the Leases and the Purchase Agreements. Until Lender makes such demand and
the deposits, earnest money and other deposits are paid over to Lender, Lender
assumes no responsibility to the tenants or buyers of any portion of the
Mortgaged Premises under the Leases or Purchase Agreement for any such security
deposits, earnest money or other deposits; and

     

    (e) To pay
immediately upon demand all sums expended by Lender under the authority hereof,
together with interest thereon at the rate then in effect for the Term Note, and
the same shall be added to the said indebtedness and shall be secured hereby and
by the Deed of Trust.

     

     2.3.
Should Borrower fail to make any payment in connection with the Obligations or
should Assignor fail to do any act as herein provided, then Lender may, but
without obligation to do so, and without releasing Assignor from any obligation
hereof, make or do the same in such manner and to such extent as Lender may deem
necessary to protect the security hereof, including, specifically, without
limiting its general powers, the right to appear in and defend any action or
proceeding purporting to affect the security hereof or the rights or powers of
Lender, and also the right to perform and discharge each and every obligation,
covenant, and agreement of Assignor contained in the Leases and the Purchase
Agreements, and in exercising any such powers to pay necessary costs and
expenses, employ counsel and pay reasonable attorneys’ fees. Assignor hereby
irrevocably constitutes and appoints Lender or any representative of Lender its
true and lawful attorney in Assignor’s name and stead:

     

    (a) To
perform all of the acts and things required of Assignor in this Section 2.3;
and

     

    (b) To
perform all acts and things provided in Section 4.1 hereof.

     

    provided
that Lender shall not so act on behalf of Assignor until after the occurrence of
an event of default which remains uncured after the applicable cure
period.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE
III.

    Present
Assignment

     

    This
assignment shall constitute a perfected, absolute and present assignment,
provided that, so long as no default exists in the Obligations, Assignor may
collect, but not prior to accrual, except as otherwise set forth herein, all
Rents (but not amounts paid under any Purchase Agreement), and may retain and
use the same:

     

    (a) For
payment to Lender of the Obligations;

     

    (b) For the
accounting for or repayment when due of all tenant security deposits, with
interest thereon, pursuant to the provisions of applicable laws;

     

    (c) For
payment of all delinquent or current real estate taxes and special assessments
payable with respect to the Mortgaged Premises, or if the Deed of Trust requires
periodic escrow payments for such taxes and assessments, to the escrow payments
then due;

     

    (d) For
payment of all premiums then due for the insurance required by the provisions of
the Deed of Trust, or if the Deed of Trust requires periodic escrow payments for
such premiums, to the escrow payments then due;

     

    (e) For
payment of expenses incurred for the keeping of the covenants required of a
lessor or licensor pursuant to the provisions of applicable laws;

     

    (f) For
payment of expenses incurred for normal maintenance and repairs of the Mortgaged
Premises; and

     

    (g)The
remainder thereof for the enjoyment of Assignor.

     

    The
provisions of the foregoing section are intended to be a mere license in favor
of Assignor and a mere deferral of Lender’s exercise of its perfected, absolute
and present rights hereunder, and shall not be construed to be a future
assignment thereof.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ARTICLE
IV. 

    Lender’s
Rights

     

    4.1.          Upon
or at any time after the existence of an Event of Default in any of the
Obligations,
as defined therein, Lender may, at its option, either:

     

    (a) Collect
and receive Rents directly from tenants, and in the name, place and stead of
Assignor do and perform the acts and things which a receiver is authorized to do
or perform pursuant to Sections 4.3 and 4.4 of this Article, in which event this
Assignment shall operate against and be binding, as well as upon Assignor, upon
the tenants of the Mortgaged Premises;

     

    (b) Apply
for, and Assignor hereby consents to, the appointment of a receiver of the
Mortgaged Premises; and/or

     

    (c) Close
of the sale of any portion of the Mortgaged Premises under any Purchase
Agreement and apply the proceeds as provided herein.

     

     4.2.
Lender shall be entitled to the rights and remedies granted herein whether or
not proceedings for the foreclosure of the Deed of Trust have been commenced,
and if such proceedings have been commenced, whether or not a foreclosure sale
has occurred, without regard to waste, adequacy of the security, or solvency of
Assignor. The exercise of any of the foregoing rights or remedies shall not cure
or waive any Event of Default in the Obligations or invalidate any act done by
virtue of such Event of Default.

     

     4.3.
All Rents, earnest money and other deposits and sale proceeds under any Purchase
Agreement collected by Lender, or by a receiver, as the case may be, shall be
held and applied in the following order:

     

    (a) To
payment of all reasonable fees and costs of the receiver, if any, approved by
the court;

     

    (b) To the
accounting for or repayment when due of all tenant security deposits, with
interest thereon, pursuant to the provisions of applicable laws;

     

    (c) To
payment of all delinquent or current real estate taxes and special assessments
payable with respect to the Mortgaged Premises, or if the Deed of Trust requires
periodic escrow payments for such taxes and assessments, to the escrow then
due;

     

    (d) To
payment of all premiums then due for the insurance required by the provisions of
the Deed of Trust, or if the Deed of Trust required periodic escrow payments for
such premiums, to the escrow payments then due;

     

    (e) To
payment of expenses incurred for the keeping of the covenants required
of a lessor or licensor pursuant to the provisions of applicable
laws;

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (f) To
payment of expenses incurred for normal maintenance and repairs of the Mortgaged
Premises;

     

    (g) To Lender
in payment of the Obligations in such order of application as Lender may
elect.

     

    The
rights, powers and remedies of Lender under this Assignment and the application
of the Rents, earnest money and other deposits pursuant to this Section 4.3
shall continue and remain in full force and effect both before and after
commencement of any action or proceeding to foreclose the Deed of Trust, after
the foreclosure sale of the Mortgaged Premises in connection with the
foreclosure of the Deed of Trust, and until expiration of the period of
redemption, if any, from any such foreclosure sale, whether or not any
deficiency from the unpaid balance of the Obligations exists after such
foreclosure sale.

     

    4.4.If the Mortgaged Premises are
sold at a foreclosure sale:

     

    (a) If Lender
is the purchaser at the foreclosure sale, the Rents, earnest money and other
deposits shall be paid to Lender to be applied to the extent of any deficiency
remaining after the sale, the balance to be retained by Lender. In such case, if
the Mortgaged Premises are redeemed by Assignor or any other party entitled to
redeem, the Rents, earnest money and other deposits shall be applied first to
the items described in Article 4.3, (a) through (g) above, and the balance
thereof as a credit against the redemption price, with any remaining excess to
be paid to Borrower. If the Mortgaged Premises are not redeemed, any remaining
excess shall belong to Lender, whether or not a deficiency exists;

     

    (b) If Lender
is not the purchaser at the foreclosure sale, the Rents, earnest money and other
deposits shall be paid to Lender to be applied first to the extent of any
deficiency remaining after the sale, and the balance shall be retained by the
purchaser. In such case, if the Mortgaged Premises are redeemed by Assignor or
any other party entitled to redeem, the Rents, earnest money and other deposits
received following the date of the foreclosure sale shall be applied as a credit
against the redemption price and any remaining excess shall be paid to Borrower.
If the Mortgaged Premises are not redeemed any remaining Rents shall be paid:
first to the purchaser at the foreclosure sale in an amount equal to the
interest accrued upon the sale price pursuant to applicable laws; second to
Lender to the extent of any deficiency remaining unpaid; and third, the
remainder to the purchaser.

     

     4.5.
A receiver appointed pursuant hereto shall have the authority granted to it by
applicable laws, and without limitation shall be entitled to (i) enter upon,
take possession of, manage and operate the Mortgaged Premises; (ii) make,
enforce, modify and accept the surrender of Leases; (iii) obtain or evict
tenants; (iv) fix or modify Rents and do any acts which the receiver deems
proper to protect the Mortgaged Premises; (v) sue for or otherwise collect and
receive all Rents, including those past due and unpaid, and enforce all rights
of Assignor under the Leases; (vi) make any repairs or alterations and
improvements to the Mortgaged Premises or any part thereof which

    the
receiver deems proper; (vii) order, purchase, cancel, modify, amend and/or in
any and all ways control and deal with any and all policies of insurance of any
kind and all kinds now or hereafter on or in connection with the whole or any
part of the Mortgaged Premises and to adjust any loss of damage thereunder;
(viii) adjust, bring suit at law or in equity for, settle or otherwise deal
with, any taking of any or all of the Mortgaged Premises for public purposes or
any claim for real or alleged harm or damage to said Mortgaged Premises and
execute and/or render any and all instruments deemed by the receiver to be
necessary or appropriate in connection therewith; (ix) adjust, settle or
otherwise deal with any real estate tax abatements and execute and/or render any
and all instruments deemed by the receiver to be necessary or appropriate in
connection therewith, and (x) enter into purchase agreements for the sale of any
portion of the Mortgaged Premises or otherwise amendment, modify or cancel any
Purchase Agreement or otherwise close on the sale of any portion of the
Mortgaged Premises.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    4.6. Assignor shall pay, and
shall indemnify Lender against, any and all reasonable attorneys’
fees and expenses incurred by Lender in exercising its rights and remedies
hereunder.

     

      
4.7. Lender shall not be obligated to collect or attempt to collect any Rents
which are not in fact paid to it or its agent. Further, Lender shall not be
obligated to perform or discharge, nor does it hereby undertake to perform or
discharge, any obligation, duty or liability of Assignor under any Lease or any
Purchase Agreement, or to do any of the things for which rights, interests,
power and/or authority are herein granted to Lender. This Assignment shall not
operate to place responsibility for the control, care, management or repair of
the Mortgaged Premises upon Lender, nor for the carrying out of any of the terms
and conditions of the Leases or Purchase Agreements; nor shall it operate to
make Lender responsible or liable for any waste committed on the Mortgaged
Premises by the tenants or any other party, or for any dangerous or defective
condition of the Mortgaged Premises or for any negligence in the management,
upkeep, repair or control of the Mortgaged Premises resulting in loss or injury
or death to any tenant, licensee, employee or stranger. Assignor shall defend
and indemnify Lender against and hold it harmless from any liability, loss or
damage which it may incur under any Lease, Purchase Agreement or under this
Assignment and from any claims and demands which may be asserted against it by
reason of any alleged obligation or undertaking on its part to perform or
discharge any of the terms, covenants or agreements contained in any Lease, or
Purchase Agreement, except where such liability, loss or damage arises from the
negligence or willful misconduct of Lender, its employees or agents. If Lender
incurs any such liability, loss or damage under any Lease, Purchase Agreement or
under this Assignment, or in the defense against any such claims or demands, the
amount thereof, including costs, expenses and reasonable attorneys’ fees,
together with interest thereon at the rate then in effect for the indebtedness
evidenced by the Term Note, shall be secured hereby and by the Deed of Trust,
and Assignor shall reimburse Lender therefor immediately upon
demand.

     

     4.8.
This Assignment shall not operate to prevent Lender from pursuing any remedy
which it now has or hereafter may have under the terms or conditions of the Deed
of Trust or the Note or any other instrument securing the same, or by
law.

     

     4.9.
The tenants under each of the Leases and buyers under each of the Purchase
Agreements are hereby irrevocably authorized and directed to recognize the
claims of Lender, or its assigns, hereunder without investigating the reason for
any action taken by Lender, or the validity or

     

    the
amount of indebtedness owing to Lender, or the existence of any default in the
Deed of Trust, or under this Assignment, or the application of the Rents,
earnest money or other deposits to be made by Lender. Assignor hereby
irrevocably directs and authorizes each tenant and buyer to pay to Lender all
sums due under its Lease or Purchase Agreement and consents and directs that
said sums shall be paid to Lender without the necessity for a judicial
determination that an Event of Default has occurred hereunder or under either of
the Note or Deed of Trust or that Lender is entitled to exercise its rights
hereunder. To the extent such sums are paid to Lender, Assignor agrees that the
tenant or buyer shall have no further liability to Assignor for the same. The
sole signature of Lender shall be sufficient for the exercise of any rights
under this Assignment and the sole receipt by Lender for any sums received shall
be a full discharge and release therefor to any such tenant, occupant or buyer
of any portion of the Mortgaged Premises.

     

    
      
        
        

      

      
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    4.10.
Lender, and not Assignor, shall be deemed to be the creditor of the tenants of
the Leases or buyers under Purchase Agreements in respect of assignments for the
benefit of creditors and bankruptcy, reorganization, insolvency, dissolution, or
receivership proceedings affecting any such tenants or buyers (without
obligation on the part of Lender, however, to file or make timely filings of
claims in such proceedings or otherwise to pursue creditor’s rights therein)
with an option to Lender to apply any money received by Lender as such credit in
reduction of the Obligations.

     

    4.11.
Assignor hereby irrevocably appoints Lender, and its successors and assigns its
agent and attorney-in-fact to execute and deliver during the term of this
Assignment such further instruments as Lender may deem necessary to make this
Assignment and any further assignment effective provided that Lender shall not
so act until after the occurrence of an event of default which remains uncured
following the applicable cure period.

     

    ARTICLE
V.

    Notice

     

    Any
notice provided for in this Assignment shall be in writing and shall be either
personally delivered or given by certified mail, return receipt requested,
postage prepaid, addressed to:

     

    
      
        	
                 

              	

                Assignor
      at:

              	
                Lee
      Oil Company, Inc.

              
	
                 

              	 	P.O.
      Box 487, U.S. Highway Old 58
	
                 

              	 	Ewing,
      Virginia 24248
	
                 

              	Lender
      at:	
                Choice
      Financial Group

              
	
                 

              	 	1697
      South 42nd
      Street
	
                 

              	 	Grand
      Forks, North Dakota 58201


      

    

     

    or to
such other address furnished by notice to the other party as provided herein.
Any notice provided for in this Assignment shall be deemed to have been given
when received.

     

    
      
        
        

      

      
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    ARTICLE
VI.

    Uniform Commercial
Code

     

    In
addition to its being, but without in any way limiting or impairing its validity
as, an assignment of Leases, Rents and Purchase Agreements, this Assignment
shall also constitute a Security Agreement under the Uniform Commercial Code,
creating in favor of Lender, until the Obligations are fully paid, a first and
prior security interest in the Leases, the Rents and Purchase Agreements.
Accordingly, Assignor hereby acknowledges to Lender that Lender shall have, in
addition to all other rights and remedies afforded to it herein or in either
Note and Deed of Trust, all rights and remedies afforded to secured parties by
the Uniform Commercial Code. Assignor consents to the filing of a financing
statement and other assurances as Lender may reasonably request to create,
perfect and preserve the security interest herein created and shall cause such
financing statements and assurances to be filed or recorded as Lender may
reasonably request.

     

    ARTICLE
VII.

    Miscellaneous

     

     7.1.
This Assignment and each and every covenant, agreement and other provision
hereof shall be binding upon Assignor, its successors and assigns, including
without limitation each and every record owner of the Mortgaged Premises or any
other person having an interest therein from time to time, and shall inure to
the benefit of Lender and its successors and assigns.

     

     7.2.
This Assignment is made with reference to and shall be governed by the laws of
the State of Virginia. It is the intention of the parties hereto that this
Assignment shall confer upon Lender the fullest rights, remedies and benefits
available pursuant to Virginia law.

     

     7.3.
All subsequently executed Leases, oral rental agreements and Purchase Agreements
will ipso facto
become subject to the provisions hereof without the necessity of any
further action on the part of Assignor or Lender. Assignor shall, promptly on
request of Lender, execute and deliver to Lender such further evidence of
similar assignments thereof as Lender may request.

     

     7.4.
Lender may take or release additional security, may release any party primarily
or secondarily liable for the repayment of the Obligations, may grant
extensions, renewals or indulgences with respect to such Obligations, and may
apply any other security therefor held by it to the satisfaction of the
Obligations without prejudice to any of its rights hereunder.

     

    7.5.          Nothing
herein contained, and no action taken pursuant to this Assignment, shall
be

     

    construed
as constituting Lender as a “Lender in possession.”

     

     7.6.
Upon the payment in full of the Obligations, evidenced by the recording or
filing of an instrument of satisfaction or full release of the Deed of Trust,
this Assignment shall be void and of no effect.

     

     7.7.
All rights, powers and remedies provided herein may be exercised only to the
extent that the exercise thereof does not violate any applicable law, and are
intended to be limited to the extent necessary so that they will not render this
Assignment invalid, unenforceable or not entitled

    to be
recorded, registered or filed under any applicable law. If any term of this
Assignment shall be held to be invalid, illegal or unenforceable, the validity
of other terms hereof shall in no way be affected thereby. This Assignment
contains the entire agreement of Lender and Assignor with respect to the subject
matter hereof and supersedes all prior agreements, discussions and
understandings.

     

    7.8
ASSIGNOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY
AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES,
RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THE
INDEBTEDNESS OR ANY CONDUCT, ACT OR OMISSION OF ASSIGNOR OR LENDER, OR ANY OF
THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR
ANY OTHER PERSONS AFFILIATED WITH ASSIGNOR OR LENDER, IN EACH OF THE FOREGOING
CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the undersigned have caused this Third Party Assignment of
Leases, Rents and Purchase Agreements to be duly executed as of the day and year
first above written.

     

     

     

    
      
        	 	

                LEE
      OIL COMPANY, INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	Its  	 	 
	 	 	 	 


      

    

     

    
      
        	STATE
      OF  	 	)	 
	 	 	) ss	 
	COUNTY
      OF 	 	)	 


      

       

    

     

    
      The
foregoing instrument was acknowledged before me this ___ day of ____________,
2008, by __________________, the ________________ of  Lee Oil Company,
Inc., a Virgina Coporation,
on behalf of the corporation.

    

     

     

    
      
        	
                 

              	
                 

              	 	 
	 	 	Notary
      Public	 


      

    

     

     

    THIS
INSTRUMENT WAS DRAFTED BY: Winthrop & Weinstine, P.A.

    225 South
Sixth Street, Suite 3500

    Minneapolis,
Minnesota 55402

    


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    LEGAL
DESCRIPTION

     

     

     

     

    12