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200202629 Memorandum of Understanding Between Electrical Contractors, Inc. And Five Points Bank, NA This Memorandum of Understanding is entered into by and among Electrical Contractors, Inc., (hereinafter ECI), Dennis G. Vanosdall and Ann M. Vanosdall, husband and wife, (hereinafter Vanosdall) and Five Points Bank, NA, (hereinafter Bank). Electrical Contractors Inc. and Dennis G.Vanosdall are jointly and severally indebted to Five Points Bank, NA (hereinafter Bank) in the amount of $1,353,827.61 as evidenced by certain promissory notes contain in the records of Bank, plus interest thereon as described more fully in said promissory notes. Ann M. Vanosdall remains indebted only on those promissory notes which she has previously executed. In an effort to reach agreement regarding of these accounts, ECI, Vanosdall and Bank agree to the following facts and conditions: 1. ECI and/or Vanosdall agree to convey to Bank by deed, real estate legally described on Exhibit A attached hereto, no later than March 9, 2002. Bank shall attempt to sell, in a reasonably commercial manner, said real estate and the proceeds from said sales shall be credited to the above stated indebtedness after first paying any real estate taxes, special assessments or other liens assessed on said real estate. ECI and or Vanosdall further agree to assign all leases currently in force on said real estate to Bank. 2. ECI agrees to assign to Bank all of its accounts receivables including retainage amounts on completed projects, as listed on the books and records of ECI as of March 8, 2002. Bank will attempt to collect said accounts receivable and any money received by Bank in payment of said accounts receivable shall be credited to the above stated indebtedness. Dennis G. Vanosdall as President of ECI, agrees to provide Bank an appropriate corporate resolution authorizing said assignment. A. ECI and /or Vanosdall currently own certain real estate as legally described on Exhibit B, attached hereto. Said real estate has previously been sold on contract and that contract has previously been assigned to Bank. Bank shall continue to receive the payments on the contract and apply the same to the above stated indebtedness. B. Vanosdall agrees to transfer and assign ownership their interest in and to real estate commonly known as the Clark Brothers Subdivision lot to Bank by March 11, 2002. 4. ECI and /or Vanosdall agree to assign to Bank, all of its interest in and to the Tri -City Arena, L.L.C. Dennis G. Vanosdall as President of ECI, agrees to provide Bank an appropriate corporate resolution authorizing said assignment. 5. Vanosdall is the owner of certain real estate legally described on Exhibit C, attached hereto. This real estate further secures the above indebtedness. Bank agrees to secure and assign $50,000 of the above indebtedness to said real estate and Vanosdall agrees to make payments on