exh10-24.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

     

    EXHIBIT
      10.24

     

    LETTER
      AGREEMENT DATED FEBRUARY 15, 2007 BETWEEN

    PARK-PREMIER
      MINING COMPANY AND TALISKER REALTY LIMITED

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LETTER
      AGREEMENT

    (Project
      “A”: Approximately 303.1 Acres)

    


    February
      15, 2007

    
 

    This
      Letter Agreement (“Agreement”)
      memorializes the agreement of the undersigned, Park Premier Mining Company,
      a
      Utah corporation, f/k/a Cummings Mining Company, a/k/a Park Premier Properties;
      and Park Cummings Mining Company, a Utah corporation, as their respective
      interests may appear (collectively, “Seller"), to sell to Talisker Realty
      Limited or assigns (“Buyer”) all right, title and interest in and to
      approximately 303.1 acres of land in Wasatch County, Utah, as described more
      particularly in Exhibit “A” attached hereto; together with all rights and
      appurtenances related thereto (collectively, the “Sale Property”), upon the
      terms, conditions, and covenants contained herein.  Buyer and Seller
      are sometimes called the "Parties"; and the Buyer's acquisition of the Sale
      Property is sometimes called the "Acquisition".

    


    The
      purchase and sale of the Sale
      Property shall occur based on the following terms and conditions:

    


    A.           BASIC
      TRANSACTION

    


    Seller
      shall sell and Buyer shall
      purchase “AS-IS,” except as otherwise expressly provided in this Agreement, the
      Sale Property at the Closing. Within five (5) calendar days of execution of
      this
      Agreement by the Parties, this Agreement shall be ratified by the Seller's
      Board
      of Directors.  Thereafter, the Closing shall occur within three (3)
      calendar days of ratification of this Agreement by at least a majority of the
      Seller's Shareholders and satisfaction of the conditions below.  Buyer
      shall not assume any liabilities associated with the Sale Property unless agreed
      in writing by the Parties, and subject to the Seller’s representations and
      warranties below, Buyer shall release Seller from all post-Closing liabilities
      associated with the Sale Property. The obligation of the Seller to close this
      agreement is subject to the satisfaction, at or prior to the Closing, of the
      following conditions: (a) Seller and Ranch 248 LLC or assigns, and associated
      third parties shall have entered into and delivered copies of Letter Agreements
      (Project “B,” and Project “C”: Approximately 30 Acres) mutually acceptable to
      the parties thereto; and (b) the directors and shareholders of Seller shall
      have
      approved and ratified this Agreement and Project “C” as described
      above.

    


    B.           PURCHASE
      PRICE

    


    The
      Purchase Price of the Sale Property
      is $7,000,000 payable by Buyer to Seller as follows:

     

    
 

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
              1
                  

            	
              $3,250,000
                in cash, payable at Closing;

            


    

    


    
      	
              2
                  

            	
              $3,750,000
                within two years of Closing, payable by means of a lot exchange as
                set
                forth in the attached Addendum.

            


    

    


    C.           OTHER
      TERMS

    


    
      	
               

            	
              1

            	
              Seller
                Warranties and
                Representations: Seller
                represents that Seller has fee title to the Property and will convey
                good
                and marketable title to Buyer at Closing by Special Warranty Deed,
                free
                from any encumbrances except those approved by Buyer.  Seller
                agrees to be responsible for taxes related to the Property prior
                to
                Closing.  Seller will cause to be paid by Closing all mortgages,
                trust deeds, judgments, mechanic's liens, damages, claims, tax liens
                and
                warrants involving the Property which are not removed in the Title
                Policy
                delivered at Closing, and will indemnify and hold Buyer harmless
                from and
                against such to the extent related to any events and/or ownership
                of the
                Property prior to Closing. Seller disclaims, and makes no representation
                or warranty with respect to water or water rights including, without
                limitation, the ability of the Property to participate in, or purchase
                water rights from any water
                district.

            


    

    


    
      	
               

            	
              2

            	
              Seller
                Disclosures:  No later than ten days following
                execution of this Agreement, Seller shall provide to Buyer the following
                (“collectively, "Seller Disclosures"): (a) a current commitment for
                a
                policy of title insurance issued by Coalition Title Agency; (b) a
                copy of
                any leases and rental agreements now in effect, if any, with regard
                to the
                Property; (c) a copy of written notices of any claims or conditions
                concerning the Property, if any, including without
                limitation,  any relating to environmental conditions; and (d)
                any documents, surveys or studies in Seller’s possession concerning the
                Property.  Within three days of receipt of the Seller
                Disclosures, Buyer may (i) terminate this Agreement based on any
                material
                condition adversely affecting the Property, as identified in the
                Seller
                Disclosures, or (ii) give Seller with written notice of unmerchantability
                of title or of any other unsatisfactory title condition shown by
                the title
                documents.  If Seller receives notice of unmerchantability of
                title or any other unsatisfactory title conditions, Seller shall
                use
                reasonable efforts to correct said items and shall bear any nominal
                expense to correct the same prior to Closing.  If such
                unsatisfactory title conditions are not corrected on or before Closing
                to
                Buyer’s satisfaction, this Agreement shall then terminate; provided,
                however, Buyer may, by written notice received by Seller, on or before
                Closing, waive objection to such items and proceed to
                Closing.  Upon such waiver and notwithstanding any other
                provision of this Agreement to the contrary, all of
                Seller’s 

            


    

     

    
 

    
      
        
        

      

      
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                 obligations
                  as to any such waived conditions shall be deemed discharged and
                  satisfied,
                  and Seller shall be deemed released by Buyer from any and
                  all claims  in connection
                  therewith.

              


      

       

    

    
      	
               

            	
              3

            	
               1031
                Exchange:  If
                requested by a Party, the other Party agrees to cooperate with the
                other
                Party in effectuating a tax-deferred exchange in accordance with
                IRC
                Section 1031 relative to either the Sale Property or the Exchange
                Property, which exchange may result in the assignment of such Party's
                interest in this Agreement to an exchange intermediary.  In no
                event shall the cooperating Party be obligated
                to:  (a) take title to any replacement property that is not
                the subject of this Agreement; (b) incur any obligation,
                indebtedness, liability, cost or expense as a result of cooperation
                to
                effect that exchange; (c) act as a qualified intermediary for any
                deferred like-kind exchange; or (d) agree to any extension of the
                Closing Date.  The exchanging Party agrees to indemnify , defend
                and hold harmless the cooperating Party from and against any and
                all
                claims, suits, proceedings, liabilities, damages, losses, costs and
                expenses including, without limitation, reasonable attorneys' fees
                and
                disbursements in any way connected with the cooperation with the
                effort to
                effect such an exchange.

            


    

    


    D.           COSTS

     

                  
      The Buyer and Sellers are responsible for their respective costs and expenses
      incurred at any time in connection with pursuing or consummating the
      Acquisition.  Notwithstanding the foregoing, Seller shall be
      responsible for the title insurance premium for an Owner’s Policy of Title
      Insurance in the full amount of the Purchase Price.  Each Party shall
      be responsible for one half of the Closing costs, with items such as property
      taxes to be pro-rated as of the Closing.

    


    E.           MISCELLANEOUS

    
       

      1  Counterparts.  This
        Agreement may be executed in one or more counterparts, each of which will
        be
        deemed to be an original copy and all of which, when taken together, will
        be
        deemed to constitute one and the same agreement.

       

      2  Binding
        Effect.  Upon execution of this Agreement, the purchase
        and sale of the Sale Property shall occur in accordance with the terms and
        conditions of this Agreement.

       

      3  Confidentiality.  The
        Parties shall at all times keep the terms and conditions of this Agreement,
        the
        attached Addendum and the transaction involving the purchase and sale of
        the
        Sale Property strictly confidential, and shall not disclose such outside
        their
        respective organizations except that the Parties may disclose such to any
        party
        providing 

       

       

       

      
        
          
          

        

        
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      financing
        or professional services to it or its affiliates, or as required by law either
        through mandatory legal process or in disclosures required of public companies.
        Each Party shall cause its members, officers, employees, agents, representatives
        and affiliates to abide by the provisions of this Paragraph 3. or as may
        be
        required by law

       

      4  Governing
        Law; Jurisdiction; Costs.  This Agreement shall be
        construed in accordance with and governed by the laws of the State of
        Utah.  In the event of any dispute related to this Agreement or the
        Property, (i) any formal action shall be commenced and maintained in federal
        and/or state courts located in Utah, and (ii) the prevailing party shall
        be
        entitled to all costs and expenses related thereto, including attorney’s
        fees.

       

      5  Commissions.   Each
        party represents and warrants that no broker or finder has acted directly
        or
        indirectly for it in connection with this Agreement, and no broker or finder
        is
        entitled to any brokerage or finder’s fee or other commission in connection with
        the transactions contemplated herein.

      


      The
        captions and headings of this Agreement are for convenience and reference
        only,
        and do not affect the construction or interpretation of any of its
        provisions.  In this Agreement the singular includes the plural, the
        plural the singular, and the use of any gender is applicable to all
        genders.  This Agreement shall not be assigned without the prior
        written consent of the parties hereto, such consent not to be unreasonably
        withheld.

    

    


    
      	
              
                Park
                  Cummings Mining Company

              

            	
               

            


    

    


    


    
      	
              By:

            	
                  
                /s/ Robert W. Dunlap       
                

            


    

    


    


    
      	
              Its:

            	
                  President  
                2/21/07         
                    


            


    

    


    
      	
              
                Park
                  Premier Mining Company

              

            	
              Talisker
                Realty Limited

            


    

    
      


      
        	
                By:    
                  /s/ Robert W.
                  Dunlap           
                  

              	
                By:   
                  /s/ David J.
                  Smith          

              


      

       

      
        	
                Its:    
                  President   
                  2/21/07            
                  

              	
                Its:  
                  Authorized / Signing Officer

              


      

      


      
        
          
          

        

        
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    Addendum
      to Letter Agreement Dated February 15, 2007

    between

    Talisker
      Realty Limited and its Assigns, as Buyer, and

    Park
      Premier Mining Co., and Park Cummings Mining Co.

    


    This
      Addendum forms a part of the
      Agreement, and describes the methodology and details related to payment of
      that
      portion of the Purchase Price listed in section B 2 of the Agreement, such
      portion being the amount of $3,750,000.00 (the
“Remainder”).  Capitalized terms used in this Addendum shall have the
      definitions ascribed to them in the Agreement unless otherwise expressly defined
      herein.

    


    1.  Payment
      by Means of Land Swap; Lot Selection.  The Remainder shall be paid
      to Seller in the form of a land swap consisting of conveyances to Seller of
      unimproved, platted, single family lots (“Lots”) located in Wasatch County,
      Utah, within the project known as Tuhaye, as described on Exhibit “A” attached
      hereto and incorporated in this Agreement.  For purposes of this land
      swap, included in the definition of Tuhaye is the Sale Property, and the
      property identified in Project “B” and Project “C,” as defined in Letters of
      Intent dated as of the date hereof and attached hereto as Exhibit “B”
(collectively, the “Lot Inventory Property”). At Closing, Seller shall designate
      a Seller’s Representative for purposes of selecting Lots as described
      below.  The Lots shall be selected by Seller’s Representative,
      delivered to Seller, and credited against the Remainder, as
      follows:

    


    
      	
              a.  

            	
              Commencing
                at and for a period of 24 months following Closing (the "Selection
                Period), and subject to the limitations of this subparagraph "a"
                and the
                provisions of Paragraph 2, below, the Seller’s Representative shall select
                Lots having a combined “Value” (determined as described below) of at least
                $3,500,000 but not more than $4,000,000 from among the then existing
                inventory of Lots that have been priced and released to the general
                public
                for purchase or for formal reservation, and that are either not then
                under
                contract or reservation, or that are under contract or reservation
                pursuant to a non-arms-length contract or reservation that is at
                least six
                months old and that is with a person or entity controlled by
                Buyer.  In the event that (i) plats have not been recorded on
                the Lot Inventory Property within the Selection Period such that
                Seller is
                unable to select all of the Lots Seller is entitled to select hereunder,
                and (ii) Seller has in fact not selected all of the Lots Seller is
                entitled to select hereunder, then the Selection Period shall be
                extended
                up to an additional 36 months until the plats referred to in event
                (i)
                above have been filed or until event (ii) above has
                occurred.  Lots may be selected by Buyer individually or as a
                series at any time, and from time to time, within the Selection
                Period.  For purposes of determining Value and the amount to be
                credited against the Remainder at the time such selected Lots are
                conveyed
                to Seller, said Value shall be the retail prices for such lots as
                published at 

            


    

    


    
      
        
        

      

      
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                    the
                      time such Lots are selected by Seller.  Such retail prices shall
                      be established by Buyer during the ordinary course of business
                      and in a
                      manner not designed or

                    intended
                      to discriminate against Seller.  Seller’s Lot selection rights
                      shall be exercised by written notice to Buyer and shall be
                      effective only
                      when such notice is actually received
                      by Buyer.

                  

                


        

      

       

    

    
      	
              b.  

            	
              Each
                Lot selected by Seller's Representative under subparagraph “a”, above,
                shall be conveyed to Seller (jointly or severally, as designated
                by
                Seller) by Special Warranty Deed on a date identified by Seller (the
                “Conveyance Date”), provided that such Lot is evidenced by a recorded plat
                on or before the conveyance date identified by Seller.  Subject
                to Paragraph 2, below, the cumulative Value of all Lots conveyed
                to Seller
                hereunder shall not exceed
                $4,000,000.

            


    

    


    
      	
              c.  

            	
              Buyer
                represents that as of the Conveyance Date, the transferor will have
                fee
                title to the conveyed Lot(s) and will convey good and marketable
                title to
                Seller at the closing thereon free from any encumbrances except those
                approved by Seller.  Buyer shall cause said transferor to be
                responsible for taxes, assessments and charges related to the Lot
                prior to
                the Conveyance Date.  Buyer will cause to be paid by the
                Conveyance Date all mortgages, trust deeds, judgments, mechanic's
                liens,
                damages, claims, tax liens and warrants involving the Property which
                are
                not removed in the Title Policy delivered on the Conveyance Date,
                and will
                indemnify and hold Seller harmless from and against such to the extent
                related to any events and/or ownership of the Lots prior to the Conveyance
                Date.

            


    

    


    
      	
              d.  

            	
               Within
                thirty (30) days prior to the Conveyance Date,  for each Lot,
                Buyer shall provide to Seller the following (“collectively, "Buyer
                Disclosures") with respect to the Lot(s) to be conveyed on the Conveyance
                Date: (a) a current commitment for a policy of title insurance issued
                by
                Coalition Title Agency; (b) a copy of any leases and rental agreements
                then in effect, if any, with regard to the Lot(s); (c) a copy of
                written
                notices of any claims or conditions concerning the Lot(s), if any,
                including without limitation, any relating to environmental conditions;
                and (d) any agreements, documents, surveys or studies in Buyer’s
                possession concerning the Lot(s) including, without limitation, any
                option
                or purchase agreements.  Within ten days of receipt of the Buyer
                Disclosures, Seller may withdraw and reselect all or any of the Lots
                selected based on any material condition adversely affecting the
                Lot(s),
                as identified in the Buyer
                Disclosures.

            


    

    


    2.  Lot
      Selection & Remainder Reconciliation.  In the event the total
      of the combined Values of all Lots conveyed to Seller under Paragraph 1, above,
      is less than the original amount of the Remainder, then the difference between
      the 

     

     

    
      
        
        

      

      
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    Values
      of
      such Lots and the Remainder shall be paid in cash by Buyer to Seller on the
      Conveyance Date for the last Lot selected hereunder.  In the event the
      total of the combined Values of all Lots conveyed to Seller under Paragraph
      1,
      above, is more than the Remainder, then the difference between said total and
      the Remainder shall be paid to Buyer by Seller at the time of any conveyance
      of
      a Lot to Seller which causes or follows such event.  The events
      described in this Paragraph 2 shall, in all cases, be subject to the upper
      and
      lower dollar amount limit and requirement described in Paragraph 1
      above.

    


    3.  Transfers
      and Sales of Lots.  Seller shall have the right to sell, transfer,
      exchange or otherwise dispose of the Lots it acquires hereunder (a
“Disposition”); provided, however, that the sales price or the value of any
      consideration received for a Disposition by Seller shall not be less than the
      lesser of (a) the Value of such lot determined as described in Section 1, above,
      or (b) the retail sales price of another single family lot which, in Buyer’s
      reasonable discretion, is comparable to such resold Lot based on lots proximate
      to the resold Lot.  In connection with any attempted Disposition,
      Seller may (a) list any resold Lot with its own realtors, (b) list any resold
      Lot with realtors working for Buyer or any affiliate of Buyer and cooperate
      with
      Buyer in the manner in which such resold Lots may be included in standard
      marketing materials utilized at by such realtors, or (c) offer any resold Lot
      directly to any third party without the assistance of a realtor.  In
      no event shall Seller post signs on any Lot.  Buyer shall have a right
      of first refusal to be exercised within 60 days of notice from Seller with
      respect to any sale or transfer by Seller of multiple Lots comprising the
      majority of the Lots ultimately to be selected under Paragraph 1,
      above.

    


    4.  Talisker
      Club Memberships and Dues.  Each Lot shall include a dormant Full
      Talisker Club Membership (a “Membership”).  Because the transfer of
      lots hereunder to Seller are a means of acquiring the Property, no dues shall
      be
      assessed in connection with the Membership associated with any such lot until
      the earlier of: (i) a post-Disposition owner of such lot activates the
      Membership in compliance with the requirements of the Talisker Club; or (ii)
      twelve months after the Disposition of such lot as permitted under the
      provisions of Paragraph 3, above.  Conversely, upon Disposition of any
      such lot by Seller, Seller shall not be entitled to payment or recovery of
      any
      amount from Talisker Club related to Talisker Club membership deposits or
      membership fees, and any Membership not activated as described above shall
      be
      forfeited.

    


    5.  Trust
      Deed.  The performance of Buyer’s obligations under this Addendum
      shall be secured by a deed of trust (the “Performance Deed of Trust”)
      encumbering the Property.  The Performance Deed of Trust shall
      provide, among other things, for the substitution by Buyer, at Buyer’s election,
      of substitute collateral having a value equal to or greater than, the
      outstanding amount of the Remainder, and for acknowledgement of Buyer's
      performance of its obligations and partial releases of the Property as the
      obligations secured thereby are satisfied.  The form of the Trust Deed
      will be agreed upon by Seller and Buyer, each acting reasonably.

     

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