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200303003 MEMORANDUM OF FIRST REFUSAL AGREEMENT THIS MEMORANDUM OF FIRST REFUSAL AGREEMENT is made this V4' day of March, 2003, by and between Ice Castles, Inc. whose mailing address is 1615 West North Front Street, Grand Island, Nebraska 68801 ( "Seller') and Arctic Nebraska Inc., a Nebraska corporation, whose mailing address is c/o Arctic Glacier Inc., 625 Henry Avenue, Winnipeg, Manitoba, Canada R3A OV 1 ( "Buyer "). WITNESSETH WHEREAS, Seller is the owner of a certain parcel of land located at 1615 West North Front Street, Grand Island, Hall County, Nebraska and more particularly described in Exhibit A attached hereto (the "Land ") together with all buildings, structures, fixtures and improvements located thereon (collectively with the Land, the "Property "). WHEREAS, pursuant to that certain First Refusal Agreement entered into between Seller and Buyer on March _, 2003 (the "First Refusal Agreement "), Seller has granted to Buyer a right of first refusal to purchase the Property if Seller elects to sell the Property (the "Right "). WHEREAS, Seller and Buyer have agreed to execute and to deliver this Memorandum of First Refusal Agreement for the purpose of establishing the First Refusal Agreement and Buyer's Right as matters of public record. NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer do hereby confirm the First Refusal Agreement and acknowledge as follows: 1. Names and Addresses of Seller and Buyer. The names and addresses of Seller and Buyer are as set forth in the preamble to this Memorandum of First Refusal Agreement. 2. Term of the Right. The term of the Right is scheduled to expire on March (O , 2008 unless otherwise terminated in accordance with the terms of the First Refusal Agreement. 3. Effect of this Memorandum. This Memorandum of First Refusal Agreement is intended solely to establish the First Refusal Agreement and the Buyer's Right under the First Refusal Agreement as matters of public record. Reference is hereby made to the First Refusal Agreement for a complete description of all of the rights, duties and obligations of the parties in respect of the Right. This Memorandum of First Refusal Agreement is not intended to, and will not be so interpreted as to, amend the First Refusal Agreement or alter in any manner the rights, duties or obligations or either party under the First Refusal Agreement. In the event of any inconsistency between the terms of the First Refusal Agreement and any provision of this Memorandum of First Refusal Agreement, the former will control. 4. Counterparts. This Memorandum of First Refusal Agreement may be executed in several counterparts, each of which when so executed will be deemed to be an original and all of which will together constitute one and the same agreement. DI 157502320 Visa IotSt716Z3Z