PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement ("Agreement"), dated as of October __, 2006, is made and entered into by
and between HUNTINGTON INVESTMENTS, LLC, a Colorado limited liability company and
_______________________, AS TRUSTEE OF THE MARITAL TRUST CREATED UNDER THE PATRICIA
HUNTINGTON REVOCABLE TRUST DATED JUNE 29, 2000 (collectively, the “Purchaser”), and CA
FARMINGTON, LLC, a Missouri limited liability company (“Seller”). Seller and Purchaser hereby agree as follows:

1. PURCHASE AND SALE. At the price and upon the terms, conditions and provisions herein
contained, Seller agrees to sell to Purchaser, and Purchaser agrees to buy from Seller, all of the right, title and interest of
Seller in and to the real property consisting of approximately 101 acres of land located in Section 13, Township 29 North,
Range 13 West NMPM ("Land") located in San Juan County, New Mexico as legally described on attached Exhibit A.
The Land will be furthered described by the survey and legal description to be prepared pursuant this Agreement, said
survey and legal description to govern. As used in this Agreement, the term “Property” shall mean and include the Land,
together with (a) all improvements thereon, (b) all easements and rights of way appurtenant thereto, (c) all of the right,
title and interest of Seller in and to all public and private streets, roads, avenues, alleys and passageways, open or
proposed, in front of or abutting upon the Land, (d) any strips or gores of land adjoining the Land, and (e) all water
rights, mineral rights, air rights, easements, privileges and appurtenances belonging or appertaining thereto, which Seller
may have, subject to all matters of record.

2. PURCHASE PRICE. The purchase price ("Purchase Price") for the Property shall be Four Million and
00/100 Dollars ($4,000,000.00). The Purchase Price shall be payable to Seller at the time and in the manner hereinafter
set forth:

2.1 On or about October ___, 2006, Purchaser shall deposit One Hundred and 00/100 Dollars
($100.00) Earnest Deposit (such deposit and any interest earned thereon being referred to herein as the "Earnest
Deposit") with San Juan County Abstract & Title Co. ("Title Company"), which amount the parties agree constitutes
good and sufficient Earnest Deposit and consideration for the agreements of Seller and Purchaser hereunder. The Title
Company shall hold the Earnest Deposit for the mutual benefit of the parties hereto in an interest bearing account at a
bank whose accounts are federally insured. At Closing, the Title Company shall pay the Earnest Deposit to Seller and
such payment shall be credited against the Purchase Price payable by Purchaser hereunder on the Closing Statement (as
hereinafter defined) to be signed by the parties at Closing (as hereinafter defined).

2.2 At the Closing, Purchaser shall deposit with the Title Company (for payment to Seller),
by wire transfer of good funds, the Purchase Price, less the Earnest Deposit and any other credits or adjustments to
the Purchase Price described in this Agreement.

3. SELLER DELIVERIES. Seller shall deliver to Purchaser the items listed on Exhibit B attached hereto
and incorporated herein by reference (the “Seller Deliveries”) within five (5) business days after Purchaser has delivered
the Earnest Deposit to the Title Company, to the extent not previously delivered to Purchaser. Seller makes no
representations or warranties regarding the accuracy or completeness of any of the Seller Deliveries; and Purchaser shall
not have the right to rely on the same as against Seller; provided, however, the foregoing shall in no way preclude
Purchaser from asserting a claim against any third party for errors or omissions contained within any item prepared by
such third party. Purchaser agrees to rely solely on Purchaser’s inspections of the Property in deciding whether to
complete the purchase thereof.

4. CONTINGENCY PERIOD. If Purchaser, in Purchaser’s sole discretion, is not satisfied with the
condition of the Property or any other matter or thing in any way relating to the Property, then Purchaser shall have the
right to terminate this Agreement by giving written notice thereof to Seller and the Title Company, such notice to be
given not later than the second business day following the expiration of ten (10) day period (“Contingency Period”)
commencing on the Effective Date. If Purchaser terminates this Agreement pursuant to its rights hereunder as aforesaid,
then the Earnest Deposit shall be immediately refunded to Purchaser; and upon any such termination neither party shall
have any further obligation hereunder. For purposes of this Agreement, the term “Effective Date” means the first date on

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which this Agreement has been fully executed and delivered by Purchaser and Seller.

5. RIGHT OF ENTRY. Purchaser and its agents, employees, contractors, and representatives shall have
the right, privilege and license to enter upon the Property for the purpose of inspecting the same. Purchaser shall
indemnify, defend and hold Seller harmless against all claims, losses, liabilities, and judgments caused by reason of or
arising out of any acts or omissions of Purchaser or any party acting in Purchaser’s behalf in connection with the entry
rights provided in this Paragraph not caused by negligence or willful misconduct of Seller. If Purchaser elects to
terminate this Agreement, Purchaser agrees to restore any damage done to the Property by Purchaser. Purchaser’s
obligations under this Paragraph shall survive the Closing or any termination of this Agreement.

6. CLOSING DATE. If Purchaser has not terminated this Agreement pursuant to the terms of this
Agreement, the Closing and conveyance of title to the Property to Purchaser (the "Closing") shall take place at San Juan
Title Company on a date specified by Seller by not less than five (5) days written notice to Purchaser, provided, however,
said date shall not be later than December 31, 2006 (the “Closing Date”). At Closing, Seller shall furnish to Purchaser a
so-called "FIRPTA" affidavit certifying that Seller is not a foreign entity.

7. CLOSING AND POSSESSION.

7.1 The transaction contemplated hereby shall close at 1:00 p.m. on the Closing Date at the offices
of the Title Company. A party to this Agreement will not be required to be present in person at such Closing if such party
has delivered all of the items it is required to deliver at the Closing to the Title Company on or before the Closing;
provided, that if such items have been delivered to the Title Company with escrow instructions, such escrow instructions
must be consistent with the provisions of this Agreement. If any such instructions conflict with the provisions of this
Agreement, the provisions of this Agreement shall govern. The attorneys of each party are hereby authorized to execute
and deliver escrow instructions on behalf of their respective clients with the same binding effect as if executed by their
respective clients.

7.2 At the Closing, Seller shall execute (where necessary) and deliver to Purchaser the following:

7.2.1 a special warranty deed conveying to Purchaser or its designee title to the Property,
in form and substance required by the Title Company to issue an ALTA owner’s policy of title insurance (“Title
Policy”) to Purchaser, or Purchaser’s designee;

7.2.2 the Ground Lease (the “Lease”) in the form of Exhibit C attached hereto and
incorporated herein by reference;

7.2.3 a certification that Seller is not a foreign person (as defined in Section 1445 of the
Internal Revenue Code of 1986, as amended) and containing such other certifications as the Title Company may
require in connection therewith;

7.2.4 a seller’s affidavit (or ALTA Statement) on the form required by the Title Company
and such other affidavits, forms, agreements, certifications, transfer tax declarations and confirmations as may
be reasonably required by the Title Company to issue the Title Policy;

7.2.5 sole possession of the Property subject only to the Lease; and

7.2.6 the Closing Statement.

7.3 At Closing, Purchaser shall execute (where necessary) and deliver the following:

7.3.1 the Closing Statement;

7.3.2 the Lease; and

7.3.3 the Purchase Price, subject to the credits and adjustments shown on the Closing

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 Statement, as provided in Section 8 of this Agreement.

8. PRORATIONS. Seller and Purchaser agree to prorate real estate taxes as of the date of the Closing,
and the same shall be reflected on a closing statement (the “Closing Statement”) to be prepared by the Title Company, as
follows:

8.1 Purchaser shall receive a credit against the Purchase Price for the amount of all general real
estate taxes levied against the Property which are unpaid as of the Closing Date and which are attributable to the period
prior to and including the Closing Date (based on the actual number of days elapsed in a year over the total number of
days in such year), the amount of such credit to be determined on the basis of the current tax bills for the Property or, if
the same are not available on the day of the Closing, the most recent ascertainable assessed value and tax rate, with the
parties agreeing to re-prorate said taxes upon the receipt of the actual tax bills for the Property. Seller shall be
responsible for paying the real estate taxes for all periods prior to the tax year in which the Closing occurs out of Seller’s
own funds and, if requested by Purchaser, Seller shall provide evidence of the payment thereof at or prior to the Closing
Date. If the Property was part of one or more tax parcels which included land not within the boundary lines of the
Property during any period over which taxes are to be prorated as provided herein, then the parties agree to prorate the
real estate taxes (relating to the unimproved land component of such taxes only) over the entire tax parcel or parcels on a
per square foot basis.

8.2 Other items customarily adjusted upon the sale of a property similar to the Property shall be
adjusted by the parties. Seller and Purchaser shall diligently attempt to determine the exact amounts of prorations and
adjustments prior to or at Closing; provided, however, the parties acknowledge that exact amounts may not be available
at Closing and agree to reprorate such items following Closing based upon final bills or statements.

8.3 Purchaser and Seller agree that the Title Company shall be the “reporting person” relative to
the transaction contemplated herein for purposes of Section 6045(e) of the Internal Revenue Code of 1986, as amended.

9. EXPENSES.

9.1 Purchaser shall pay for the following expenses:

(a) all costs of Purchaser's inspections of the Property;

(b) one-half of the closing fee charged by the Title Company; and
(c) the fees and expenses of Purchaser 's counsel.

9.2 Seller shall pay for the following expenses:

(a) the fees and expenses of counsel to Seller;

(b) any transfer taxes and deed stamps due in connection with the sale contemplated
herein, if any;
(c) the cost of any title examination and the commitment charge, including the premium
for the Title Policy.
(d) one-half of the closing fee charged by the Title Company;
(e) all commissions due to any broker of Seller; and
(f) all unpaid special assessments or taxes which are pending or levied against the
Property by any governmental authority prior to the Closing Date.

9.3 If any expenses of Closing not addressed above are incurred, then the parties agree that such
expenses shall be allocated between Purchaser and Seller according to the custom and practice in the County where the
Land is located.

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 10. BROKERAGE.

10.1 The parties hereby represent and warrant to one another that they have not dealt with any
broker or finder in respect to the transaction contemplated hereby. Each party hereby agrees to indemnify, defend and
hold the other harmless from and against any and all claims, causes of action, losses, damages, liabilities, judgments,
settlements and expenses (including, without limitation, attorneys’fees) that the other may sustain or incur by reason of its
breach of the foregoing representation and warranty.

10.2 Purchaser acknowledges and agrees that Purchaser has been advised by Seller that members of
Seller are real estate brokers (licensed in other states) and real estate professionals. Purchaser warrants that it has had
sufficient opportunity to consult with brokers, attorneys, appraisers and other real estate professionals with respect to the
transaction contemplated herein. Seller agrees that the transactions contemplated herein are fair and reasonable.

11. CONDEMNATION. If, prior to the Closing Date, all or any portion of the Property is taken by
exercise of the power of eminent domain or any proceedings are instituted to effect such a taking, Seller shall promptly
notify Purchaser thereof and Purchaser shall have the option, exercisable by the delivery of notice to Seller within fifteen
(15) days after Purchaser receives such notice of such taking, to terminate this Agreement. If Purchaser terminates this
Agreement as aforesaid, then Purchaser shall be entitled to a full refund of the Earnest Deposit and neither party shall
have any further obligations hereunder. If Purchaser does not elect to terminate this Agreement as provided above, Seller
shall, at Closing, assign or pay to Purchaser all condemnation awards collected or claimed relative to such taking.

12. DEFAULT.

12.1 If Purchaser defaults in the performance of its obligation to close hereunder, then Seller shall
have the right to terminate this Agreement by giving Purchaser written notice thereof, in which event the Earnest Deposit
shall be forfeited to Seller as liquidated damages for Purchaser’s default.

12.2 If Seller defaults in the performance of its obligations hereunder or if any representation or
warranty of Seller in this Agreement is not true and correct in all material respects as of the Closing Date (any such event
being referred to herein as a “Seller Default”), then Purchaser shall have the right to terminate this Agreement by giving
Seller written notice thereof, in which event Seller shall cause the Earnest Deposit to be refunded to Purchaser and Seller
shall reimburse Purchaser for any loss, damage or expense suffered by Purchaser as a result of the Seller Default.

12.3 In the event either party elects to assert its rights with respect to the refund or forfeiture of the
Earnest Deposit after the expiration of the Contingency Period, then the parties shall follow the procedure set forth in this
Section. The party claiming the right to receive the Earnest Deposit shall deliver an affidavit to the Title Company
stating that it is entitled to the receipt of the Earnest Deposit and stating the reasons therefore. Upon the receipt of such
affidavit, the Title Company shall deliver to the other party a copy of such affidavit together with a notice stating that if
no objection to the disposition of the Earnest Deposit as set forth in the affidavit is received from the other party within
ten (10) days after the date such notice is sent by the Title Company, the Title Company will deliver the Earnest Deposit
in accordance with the terms of such affidavit. If such other party fails to object to the disposition of the Earnest Deposit
by the Title Company within the ten (10) day period as provided above, then the Title Company is hereby authorized and
directed by the parties to this Agreement to deliver the Earnest Deposit in accordance with the terms of such affidavit. If
such other party delivers to the Title Company an objection to the disposition of the Earnest Deposit as contemplated in
such affidavit within such ten (10) day period, then the Title Company may interplead the Earnest Deposit into a court of
competent jurisdiction for a resolution of any disputes involving the Earnest Deposit.

12.4 If any litigation is commenced to enforce the rights of any party to this Agreement, then the
non-prevailing party shall reimburse the prevailing party for all of the prevailing party’s expenses incurred in connection
with such litigation, including, without limitation, attorneys fees and court costs. Such obligation shall survive any
termination of this Agreement and shall be in addition to any limits on the liability of any party hereunder.

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 13. SURVIVAL. All representations, warranties, covenants, agreements and obligations of the parties
hereto shall, notwithstanding any investigation made by any party hereto, survive Closing and the same shall inure to the
benefit of and be binding upon the respective heirs, personal representatives, successors and assigns of the parties hereto.

14. NOTICES. Any notice or other document to be given hereunder shall be in writing and shall be
delivered personally or sent by United States registered or certified mail, return receipt requested, postage prepaid and
addressed to the parties at the respective addresses set forth on the signature pages this Agreement, and the same shall be
effective upon receipt if delivered personally, one business day after deposit with Federal Express or other reputable
overnight courier or two business days after deposit in the mails if mailed. In addition, notices may be sent by Facsimile
to the facsimile number indicated for each party on the signature pages of this Agreement, and the same shall be deemed
delivered upon the transmission thereof to the correct number if the same is also sent by overnight courier as aforesaid. A
party may change its address for receipt of notices by service of a notice of such change in accordance herewith.

15. MISCELLANEOUS. The parties acknowledge and agree that the Seller’s obligations hereunder are
conditioned upon Seller’s acquisition of the Property pursuant to the terms and conditions of that certain Purchase and
Sale Agreement dated August 25, 2005, by and among Malcolm C. McDonald and Earlene McDonald, April Hagar,
Personal Representative of the Estate of Patricia Driskell, Deceased, Bob M. Browning and Gwyneth H. Browning and
Seller. This Agreement contains the entire agreement and understanding of the parties in respect to the subject matter
hereof, and the same may not be amended, modified or discharged nor may any of its terms be waived except by an
instrument in writing signed by Seller and Purchaser. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Time is
of the essence in this Agreement. Seller may assign its rights or obligations hereunder without the prior written consent
of Purchaser. Purchaser may not assign its rights its obligations hereunder, without Seller’s consent. This Agreement
shall be governed by and construed in accordance with the laws of the State of New Mexico. The transmission by
facsimile of signed counterpart of this Agreement to a party at its facsimile number indicated above shall have the same
binding effect as the hand delivery of an originally signed counterpart hereof. If the day for performance of any action
hereunder falls on a Saturday, Sunday or legal holiday, then the time for performance shall be deemed extended to the
next succeeding business day.

16. PROPERTY TO BE SOLD IN ITS “AS-IS” CONDITION, WITH ALL FAULTS. THE
PROPERTY IS BEING SOLD IN ITS "AS IS" CONDITION WITH ALL FAULTS. SELLER HEREBY
DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY,
HABITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY.
THERE ARE NO WARRANTIES BEYOND THE FACE OF THIS AGREEMENT. THE PARTIES
STIPULATE AND AGREE THAT THE CONSIDERATION FOR THE PURCHASE AND SALE OF THE
PROPERTY HAS BEEN ADJUSTED TO COMPENSATE PURCHASER FOR THE RISKS ASSOCIATED
WITH PURCHASING THE PROPERTY ON AN “AS IS “ BASIS WITH ALL FAULTS.

17. 1031 EXCHANGE. Either party (“exchanging party”) may consummate the purchase of the Property
as part of a so-called like kind exchange (the “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as
amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor
shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to the
exchanging party's obligations under this Agreement; (b) the exchanging party shall effect the Exchange through an
assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and the other party
(“Accommodating Party”) shall not be required to take an assignment of the purchase agreement for the relinquished
property or be required to acquire or hold title to any real property for purposes of consummating the Exchange; and
(c) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the
Accommodating Party had the exchanging party not consummated its purchase through the Exchange, to the extent
reasonable. The Accommodating Party shall not by this agreement or acquiescence to the Exchange (i) have its rights
under this Agreement affected or diminished in any manner or (ii) be responsible for compliance with or be deemed to
have warranted to the exchanging party that the Exchange in fact complies with § 1031 of the Code. Either Purchaser or
Seller, in furtherance of their Exchange at the Closing may elect to contemporaneously pay, in immediately available
funds outside of the Closing to the other, such Closing charges as such party determines to pay outside of the Closing so
that the same do not appear on the settlement statement signed by such party in order to avoid monies that if appearing on
the settlement statement would be characterized for tax purposes as “boot received” and which could cause recognition of

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taxable gain to such party, as determined in the sole discretion of such party’s accountant. In such case, charges paid
outside of the Closing shall be paid through the Title Company but shall not appear on the settlement statement signed by
such party.

18. CONFIDENTIALITY. Unless Seller specifically and expressly otherwise agrees in writing, Purchaser
agrees that the following constitutes “Confidential Information”: (a) the provisions of this Agreement or any document
delivered to Purchaser or Seller hereunder, (b) the results of all inspections, analyses, studies and similar reports relating
to the Property prepared by or for Purchaser utilizing any information acquired in whole or in part through the exercise of
Purchaser’s inspection rights hereunder, but excluding public information, (the “Purchaser Information”), and (c) all
information (the “Proprietary Information”) regarding the Property of any nature made available to Purchaser by Seller or
Seller's agents or representatives, including, without limitation, the Seller Deliveries, but excluding public information.
The Confidential Information is confidential and shall not be disclosed to any other person except Purchaser and its
employees, agents and attorneys and then only upon Purchaser making such persons aware of the confidentiality
restriction and procuring such persons’ agreement to be bound thereby. Purchaser agrees not to use or allow to be used
any Confidential Information for any purpose other than to determine whether to proceed with the contemplated purchase
of the Property. Notwithstanding anything to the contrary contained herein, if Purchaser or any representative of
Purchaser is required, pursuant to any subpoena, lawsuit interrogatories, lawsuit requests for production or other legal
process, or by any applicable law or regulation, to disclose any of the Confidential Information, the Purchaser and such
representative may disclose such Confidential Information, but only to the extent reasonably necessary to avoid penalty,
sanction, or other material adverse consequence. If this Agreement is terminated for any reason, then (a) Purchaser
agrees to return to Seller, or cause to be returned to Seller, all Proprietary Information or, if requested by Seller, to
destroy copies of same, and (b) if requested by Seller, Purchaser shall deliver to Seller such copies of the Purchaser
Information as Seller may request. The obligations of Purchaser under this Section shall survive the termination of this
Agreement.

19. ACCEPTANCE. This Agreement is subject to acceptance by Seller on or before October 4, 2006, and
if not accepted by Seller executing and returning two (2) fully executed copies of this Agreement to Purchaser on or
before such date, this Agreement shall automatically become null and void and of no further force and effect, and neither
party shall have any further obligations to the other hereunder.

[See next pages for signatures.]

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 SIGNATURE PAGE FOR
PURCHASE AND SALE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the later date set forth below.

SELLER:

CA FARMINGTON LLC

By: CRG-Farmington LLC, a Member

By: CLAYCORP, INC., its manager

By:
Thomas Schroyer, President

Address for notices:

c/o Clayco, Inc.

Attn: Thomas Schroyer and Matt Prickett
2199 Innerbelt Business Center Drive
St. Louis, MO 63114
Fax: (314) 429-3165

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 SIGNATURE PAGE FOR
PURCHASE AND SALE AGREEMENT

PURCHASER:

HUNTINGTON INVESTMENTS, LLC, a Colorado limited

liability company

By:
Printed Name:
Title:

_____________________________, as Trustee of The Marital

Trust created under the Patricia Huntington Revocable Trust
dated June 29, 2000

Address for Notice:

3410472 8
 EXHIBIT A

Legal Description

SURFACE RIGHTS ONLY

Parcel 1 (McDonald Property):

The Southeast Quarter of the Northwest Quarter (SE1/4NW1/4) and the Northeast of the Southwest
(NE1/4SW1/4) and the Northwest Quarter of the Southeast Quarter (NW1/4SE1/4) of Section Thirteen (13),
Township Twenty Nine (29) North, Range Thirteen (13) West, N.M.P.M., San Juan County, New Mexico;
LESS AND EXCEPT:
Lot A of the MALCOLM C MCDONALD SUBDIVISION recorded June 6, 2005, and conveyed by Warranty
Deed recorded in Book 1411, page 653; Browning Parkway, Wildflower Drive, Southside River Road and
Amoco Court, as conveyed in instruments recorded in Book 1001, pages 451 and 452; in Book 1003, pages
361 and 362, in Book 1160, page 543 and in Book 1236, page 3 of the Records of San Juan County, New
Mexico.

AND
LESS AND EXCEPT:
Browning Parkway, Wildflower Drive, Southside River Road and Amoco Court where presently in existence.

AND
LESS AND EXCEPT (Parcel to be conveyed to BP):

A PARCEL OF LAND LYING IN THE NORTHEAST QUARTER OF THE NORTHWEST

QUARTER (NE/4NW/4) OF SECTION THIRTEEN (13), TOWNSHIP TWENTY-NINE (29)
NORTH, RANGE THIRTEEN (13) WEST, N.M.P.M., CITY OF FARMINGTON, SAN JUAN
COUNTY, NEW MEXICO, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF BROWNING

PARKWAY, FROM WHICH THE 1” ALUMINUM CAPPED MONUMENT SET BY LS5992
FOR THE SECTION CORNER COMMON TO SECTIONS 11, 12, 13 AND 14, TOWNSHIP 29
NORTH, RANGE 13 WEST, N.M.P.M. BEARS NORTH 35°49’24” WEST, 2249.83 FEET;

THENCE SOUTH 00°25’14” WEST, 247.60 FEET TO A POINT ON A NON-TANGENT

CURVE;

THENCE ALONG SAID NON-TANGENT CURVE CONCAVE TO THE SOUTHWEST

HAVING A RADIUS OF 50.00 FEET THROUGH A CENTRAL ANGLE OF 18°37’47” FOR AN
ARC LENGTH OF 16.26 FEET AND HAVING A CHORD THAT BEARS SOUTH 68°43’46”
EAST, 16.19 FEET TO THE BEGINNING OF A REVERSE CURVE;

THENCE ALONG SAID REVERSE CURVE TO THE LEFT HAVING A RADIUS OF 15.00
FEET THROUGH A CENTRAL ANGLE OF 57°31’48” FOR AN ARC LENGTH OF 15.06 FEET
AND HAVING A CHORD THAT BEARS SOUTH 88°10’47” EAST, 14.44 FEET;

3397762
THENCE NORTH 63°03’19” EAST, 83.73 FEET TO THE BEGINNING OF A CURVE;

THENCE ALONG SAID CURE TO THE LEFT HAVING A RADIUS OF 25.00 FEET THROUGH
A CENTRAL ANGLE OF 90°08’08” FOR AN ARC LENGTH OF 39.33 FEET AND HAVING A
CHORD THAT BEARS NORTH 17°59’15” EAST, 35.40 FEET TO A POINT ON THE
WESTERLY RIGHT-OF-WAY OF BROWNING PARKWAY;

THENCE ALONG SAID WESTERLY RIGHT-OF-WAY ON A COMPOUND CURVE TO THE

LEFT HAVING A RADIUS OF 1289.96 FEET THROUGH A CENTRAL ANGLE OF 09°32’40”
FOR AN ARC LENGTH OF 214.88 FEET AND HAVING A CHORD THAT BEARS NORTH
31°51’09” WEST, 214.64 FEET TO THE POINT OF BEGINNING;

CONTAINING 17,434 SQ.FT. (0.40 ACRE) MORE OR LESS.

Parcel 2 (Chief Joseph Property):

That part of the Southwest Quarter of the Northeast Quarter (SW1/4NE1/4) of Section Thirteen (13) in
Township Twenty-Nine (29) North of Range Thirteen (13) West, N.M.P.M., San Juan County, New Mexico,
lying North of Wildflower Parkway;

LESS AND EXCEPT, HOWEVER, that part of the above described property conveyed to Martin R. Garcia et
ux by Warranty Deed recorded in Book 962, page 162 of the Records of said County.

3397762 - 10 -
 EXHIBIT B

Seller Deliveries

1. Phase One Environmental Site Assessment prepared by Souder Miller Civil/Environmental Engineers, dated
May 28, 2006.

2. Phase Two Environmental Site Assessment prepared by Souder Miller Civil/Environmental Engineers, dated
June 12, 2006.

3. Biological & Cultural Assessment prepared by Muukuli-ci Cultural & Environmental Services, LLC, dated
April 2006.

4. Preliminary Geotechnical Engineering Evaluation Report prepared by Terracon Consulting Engineers &
Scientists, dated July 11, 2006.

5. Traffic Impact Assessment prepared by Harwick Transportation Group, Inc., dated July 6, 2006.

6. Title commitment prepared by San Juan County Abstract & Title Co., dated March 14, 2006.

7. Survey prepared by Souder, Miller & Associates, dated January 2006.

3397762 - 11 -
 EXHIBIT C

Ground Lease

LEASE

This Lease (“Lease”) is made as of ___________, 2006, by and between HUNTINGTON

INVESTMENTS, LLC, a Colorado limited liability company and ________________, AS TRUSTEE OF
THE MARITAL TRUST CREATED UNDER THE PATRICIA HUNTINGTON REVOCABLE
TRUST DATED JUNE 29, 2000 (collectively, the “Landlord”), and CA FARMINGTON, LLC, a Missouri
limited liability company (“Tenant”).

ARTICLE 1
Lease of Property, Term of Lease and Termination, Condition of Property

1.1. Landlord, for and in consideration of the rents to be paid and of the covenants and agreements
hereinafter contained to be kept and performed by Tenant, hereby leases to Tenant, and Tenant hereby leases
from Landlord, all that certain parcel of land (the “Demised Land”) situated in San Juan County, New Mexico
described in Exhibit A attached hereto and made part of this Lease, together with all right, title and interest, if
any, of Landlord in and to any and all Improvements (as hereinafter defined), appurtenances, rights, privileges
and easements benefiting, belonging or pertaining thereto, and any right, title and interest of Landlord in and to
any land lying in the bed of any street, road or highway (open or proposed) in front of or adjoining the
Demised Land.

1.2. TO HAVE AND TO HOLD the same, for a term commencing on the Commencement Date
(as hereinafter defined) and ending two hundred (200) years following the Commencement Date (unless this
Lease shall sooner terminate as hereinafter provided), upon and subject to the covenants, agreements, terms,
provisions and limitations hereinafter set forth, all of which Tenant covenants and agrees to perform and
observe.

1.3. Tenant shall accept the Demised Land and Improvements (the “Property”) in its current
condition, “as is,” “where is,” with all faults, subject to all applicable laws, ordinances, regulations, covenants
and restrictions. Except as otherwise set forth in this Lease, Landlord has made no representations or
warranties of any nature whatsoever, express or implied, with respect to the Property, including, without
limitation, any warranty as to the physical condition of the Property, as to the suitability of the Property for the
conduct of Tenant's business or intended use, or as to the merchantability of the Property. In no event shall
Landlord have any obligation for any defects in the Property or any limitations on its use. Tenant
acknowledges that Tenant has had full and adequate opportunity to inspect, analyze, review and evaluate the
Property; Tenant and its representatives have conducted such investigation of the Property as deemed necessary
by Tenant; Tenant is thoroughly aware of the condition of the Property; Tenant is leasing the Property based
upon its inspection, evaluation, review and analysis; and Tenant assumes the entire risk associated with such
inspection, evaluation, review and analysis being incomplete or inaccurate. The taking of possession of the
Property shall be conclusive evidence that Tenant accepts the Property and that the Property was in acceptable
condition at the time possession was taken.
ARTICLE 2
Definitions

2.1. The terms defined in this Section shall, for all purposes of this Lease, and all agreements
supplemental hereto, have the meanings herein specified, unless the context otherwise reasonably requires.

(a) The term “Commencement Date” shall mean the date of this Lease.

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 (b) The term “Demised Land” shall mean the parcel of land described in Exhibit A.

(c) The terms “Environmental Laws” shall mean the Resource Conservation and
Recovery Act of 1987, the Comprehensive Environmental Response, Compensation and Liability Act,
any so-called “Superfund” or “Superlien” law, the Toxic Substances Control Act and any other
federal, state or local statute, law, ordinance, code, rule, regulation, permit, order, judgment or decree
regulating, relating to or imposing liability or standards of conduct concerning any Hazardous
Materials.

(d) The term “Hazardous Materials” shall mean any hazardous substance, hazardous
waste or pollutant or contaminant defined or classified as such in (or for the purposes of) any
Environmental Laws and shall include, without limitation, any radioactive material (including, without
limitation, any source, special nuclear or by-product material as defined in 42 U.S.C. Section 2014 et
seq., as amended or hereafter amended) explosives, hydrocarbons, asbestos in any form or condition,
polychlorinated biphenyls (PCBs), petroleum or petroleum based products, radon gas and all other
wastes, materials and substances, now or hereafter defined or classified as hazardous, toxic,
dangerous, or otherwise regulated under any Environmental Laws, and any other materials or
substances, the exposure to which, or release of, is prohibited, limited or regulated by any
governmental agency.

(e) The term “Impositions” shall mean all taxes, assessments, special assessments, use
and occupancy taxes, rental taxes, water and sewer charges, rates and rents, charges for public utilities,
excises, levies, license and permit fees and other charges, general and special, ordinary and
extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which shall or may during
the term of this Lease be assessed, levied, charged, confirmed or imposed upon or become payable out
of or become a lien on the Property, or any part thereof, the appurtenances thereto or the rent and
income received by or for the account of Tenant from any subtenants or for any use or occupation of
the Property, and such franchises, licenses and permits as may be appurtenant to the use of the
Property, this transaction or any documents to which Tenant is a party, creating or transferring an
interest or estate in the Property; but shall not include any municipal, state or federal income, capital
levy, estate, succession, inheritance or transfer taxes of Landlord or assessed against Landlord, or any
franchise taxes imposed upon any corporate owner of the Demised Land, or any part thereof.

(f) The term “Improvements” shall mean any building, structure or other improvements
of Tenant which may be erected or located on the Demised Land during the term of this Lease by or
on behalf of Tenant, if any.

(g) The term “Leasehold Mortgage” shall mean any mortgage, deed to secure debt or
similar instrument granting a mortgage or lien against Tenant’s leasehold interest in the Property.

(h) The term “Permitted Title Exceptions” shall mean the matters set forth in Exhibit B
attached hereto and made a part hereof.

(i) The term “Personal Property” shall mean all personal property of Tenant or any
subtenant on the Property.

(j) The term “Property” shall mean the Demised Land and the Improvements.

(k) The term “sublease” shall mean any lease, sublease or other agreement for the use or
occupancy of any space in the Property (other than this Lease).

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 (l) The term “subtenant” shall mean any tenant, subtenant, licensee or other occupant of
space in the Property (other than Tenant).

2.2. The following rules of construction shall be applicable for all purposes of this Lease and all
agreements supplemental hereto, unless the context otherwise reasonably requires:

(a) The terms “hereby”, “hereof”, “hereto”, “herein”, “hereunder” and any similar terms
shall refer to this Lease and the term “hereafter” shall mean after, and the term “heretofore” shall mean
before, the date of this Lease.

(b) Words of the masculine, feminine or neuter gender shall mean and include the
correlative words of the other gender and words importing the singular number shall mean and include
the plural number and vice versa.

(c) Words importing persons shall include firms, associations, partnerships (including
limited partnerships), limited liability companies, trusts, corporations and other legal entities,
including public bodies, as well as natural persons.

(d) The terms “include”, “including” and similar terms shall be construed as if followed
by the phrase “without being limited to”.

(e) All references in this Lease to numbered Articles and Sections and to lettered Exhibits
are references to the Articles and Sections of this Lease and the Exhibits attached to this Lease, unless
expressly otherwise designated.

(f) This Lease shall be governed by, and construed in accordance with, the laws of the
State of New Mexico.

2.3. The captions under the Article numbers of this Lease are for convenience and reference only and
in no way define, limit or describe the scope or intent of this Lease nor in any way affect this Lease.

ARTICLE 3
Base Rent

3.1. During the term of this Lease, base rent shall equal $400,000.00 per annum (“Rent”) and shall
be payable by Tenant to Landlord in quarterly installments in the amount of $100,000.00, in arrears, on each of
March 31, June 30, September 30 and December 31 during the term of this Lease. This Lease shall be deemed
and construed to be a “net lease,” and Tenant shall provide, contract for and pay all costs of all utility and other
services required for its use and occupancy of the Property, shall pay all Impositions as required under Article
4, shall maintain and care for the Property as required under Article 5, and shall pay and perform the other
obligations required to be paid and performed by Tenant hereunder. Landlord acknowledges and agrees that
such obligations on the part of Tenant constitute good and valuable consideration to Landlord for entering into
this Lease.

ARTICLE 4
Impositions

4.1. Throughout the term of this Lease, Tenant will pay, or cause to be paid, as and when the same
becomes due, all Impositions except that:

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 (a) all Impositions for the fiscal year or tax year in which the term of this Lease begins
and expires shall be apportioned between Landlord and Tenant; and

(b) where any Imposition is permitted by law to be paid in installments, Tenant may pay
its share of such Imposition in installments as and when each such installment becomes due.

4.2. Landlord shall deliver to Tenant copies of all bills for Impositions, and Tenant shall pay its
share thereof to Landlord not less than ten (10) days prior to the date on which payment of each such bill is
due.

4.3. Tenant may, if it shall so desire, contest the validity or amount of any Imposition, in whole or
in part, by an appropriate proceeding diligently conducted in good faith. Tenant shall only conduct such a
contest after payment of the challenged Imposition unless Tenant shall give Landlord prior written notice to the
effect that the payment of such Imposition would, in the opinion of Tenant’s counsel, prejudice or render moot
Tenant’s contest. Notwithstanding any provision to the contrary contained herein, Tenant shall not allow such
Imposition to remain unpaid for such length of time as shall permit the Property, or any part thereof, or the lien
thereon created by such Imposition to be sold by a governmental authority for the nonpayment of the same.

4.4. Tenant at its expense may, if it shall so desire, endeavor at any time or times, upon prior
written notice to Landlord, to obtain a lowering of the assessed valuation upon the Property for the purpose of
reducing taxes thereon and, in such event, Landlord will offer no objection and, at the request of Tenant, will
cooperate to the extent reasonable with Tenant, but without expense to Landlord, in effecting such a reduction.
Tenant shall be authorized to collect any tax refund payable as a result of any proceeding Tenant may institute
for that purpose and any such tax refund shall be the property of Tenant to the extent to which it may be based
on a payment made by Tenant, subject, however, to an apportionment between Landlord and Tenant with
respect to taxes paid in the years in which the term of this Lease commences and ends.

4.5. Landlord shall not be required to join in any action or proceeding referred to in Sections 4.3
and 4.4 unless required by law or any rule or regulation in order to make such action or proceeding effective, in
which event, any such action or proceeding may be taken by Tenant in the name of, but without expense to,
Landlord.

ARTICLE 5
Condition, Maintenance, Mechanic’s Liens
Zoning, Compliance with Laws & Entry by Landlord

5.1. Landlord shall not be required to furnish any services or facilities or to make any repairs or
alterations in or to the Property, throughout the term of this Lease. Tenant hereby assumes the full and sole
responsibility, risk and expense for the condition, operation, repair, replacement, maintenance and management
of the entire Property. Landlord shall not be responsible for any loss or damage occurring to any property
owned by Tenant or any subtenant, unless caused by the Landlord, its agents or employees.

5.2. Tenant shall keep the Property free and clear of any and all mechanics’ liens or other similar
liens or charges incidental to work done or material supplied in or about the Property; provided that whenever
and as often as any such lien shall have been filed against the Property based upon any action or interest of
Tenant or any subtenant, Tenant shall forthwith take such action by bonding, deposit or payment as will
remove or fully satisfy the lien; provided further, however, that Tenant may, by an appropriate proceeding
undertaken in good faith and prosecuted with due diligence, upon prior written notice to Landlord, contest the
validity or amount of any such lien, and, pending the determination of such contest, postpone the removal or
satisfaction thereof, except that Tenant shall not postpone such removal or satisfaction so long as to permit or

3397762 - 15 -
cause any loss of title to all or any part of the Property.

5.3. Tenant shall obtain at its expense all zoning changes, licenses, permits or approvals as shall be
necessary to permit Tenant’s use of the Property. Landlord agrees to reasonably cooperate and assist in
connection with Tenant’s efforts to obtain such zoning changes, licenses, permits or approvals as shall be
reasonably requested by Tenant from time to time, at no cost or expense to Landlord.

5.4. For and during the term of this Lease, Tenant shall at its own expense comply with, and cause
compliance with, all present and future laws, acts, rules, requirements, orders, directions, ordinances and/or
regulations (including Title III of the Americans with Disabilities Act of 1990 and Environmental Laws),
ordinary or extraordinary, foreseen or unforeseen, which apply to the Property or any part thereof, or the use
thereof.

5.5. Upon no less than twenty-four (24) hour prior written notice to Tenant, Landlord shall have
the right at any time during the term of this Lease to enter upon the Property, or any part thereof, for the
purpose of ascertaining the condition of the Property or whether Tenant is observing and performing the
obligations assumed by it under this Lease, all without hindrance from Tenant.

5.6. Tenant shall be permitted to erect or locate any Improvements on the Demised Land without
providing Landlord written notice thereof. Any and all Improvements erected or located on the Demised Land
by Tenant shall comply with applicable law, shall comply with any applicable insurance requirements, and
shall be erected or located on the Demised Land in a safe, sound and workmanlike fashion.

5.7 Tenant shall have the sole and exclusive right to obtain all governmental approvals and
incentives in connection with Tenant’s use of the Property. Landlord agrees to reasonably cooperate and assist
in connection with Tenant’s efforts to obtain any such governmental approval or incentive as reasonably
requested by Tenant from time to time, at no cost to the Landlord. Landlord agrees that any governmental
incentive shall accrue to the benefit of Tenant, its successors and assigns.

ARTICLE 6
Insurance

6.1. During the term of this Lease, Tenant will, at its sole cost and expense, keep and maintain
commercial general public liability insurance in an amount not less than $1,000,000 per occurrence insuring
Tenant and naming Landlord as an additional insured.

6.2. Upon the execution and delivery of this Lease, and thereafter prior to the expiration dates of
the expiring policy, Tenant shall deliver to Landlord originals or duplicate originals of the policy required by
this Article 6 or a certificate thereof and reasonable evidence of the payment of the premium therefor.

6.3. Any insurance required to be maintained by Tenant hereunder may be effected by a policy or
policies of blanket or master insurance.

6.4. Any subtenant(s) of Tenant shall be required to maintain the insurance required hereunder and to
provide evidence of insurance as required hereunder.

ARTICLE 7
Assignment and Subletting

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 7.1. Tenant shall have the right to assign this Lease, whether by operation of law or otherwise,
without the prior written consent of Landlord; provided that Landlord is given prompt written notice of such
assignment, the assignee assumes all of Tenant’s obligations hereunder, and Landlord is given a copy of the
assignment and assumption document(s).

7.2. Tenant shall have the right to sublease all or any portion of the Property, without the prior
written consent of Landlord, provided that Tenant promptly gives Landlord a copy of each fully executed
sublease.

ARTICLE 8
Option to Purchase

8.1. At any time during the term of this Lease, Tenant shall have the right and option to purchase
fee simple title to the entire Property, and not less than the entire Property, from Landlord, at a purchase price
and on the terms and conditions set forth in Section 8.2. Tenant shall exercise such right by delivery of written
notice thereof to Landlord at least thirty (30) days prior to the expiration of the term of this Lease. Upon
execution of this Lease, Landlord shall execute and deliver into escrow with San Juan Title Company (the
“Title Company”), a special warranty deed conveying fee simple title to Tenant, free and clear of any and all
liens or encumbrances created or suffered by Landlord, other than Permitted Title Exceptions (“Special
Warranty Deed”).

8.2. The purchase price payable by Tenant for the Property shall be the sum of (i) $4,000,000.00,
which amount shall increase at the rate of 1.00% per annum from the Commencement Date until the date of
closing, and (ii) any unpaid Rent. In the event that Tenant elects to exercise its option as aforesaid, the closing
of the transaction shall take place at a time and date (not more than ninety (90) days after Tenant's notice of
such exercise) specified in the aforesaid notice from Tenant at the offices of the Title Company. On the
closing date, Landlord shall convey to Tenant (a) fee simple title to the Property and (b) all of Landlord's right,
title and interest under this Lease. Such conveyance shall be made by Special Warranty Deed. At the closing,
Landlord shall deliver to Tenant, in addition to the aforesaid Special Warranty Deed, appropriate resolutions,
affidavits or certificates confirming the authority of Landlord to make the contemplated conveyance to Tenant
or which are reasonably and customarily required by the Title Company. Tenant's obligation to close the
purchase contemplated hereby is conditioned upon the issuance to Tenant at its expense of an owner's title
insurance policy in the amount of the purchase price consistent with the state of title described above.
Simultaneously with said conveyance, Tenant shall pay the purchase price to Landlord by wire transfer of good
funds in accordance with Landlord’s wire transfer instructions.

8.3. If Tenant exercises the aforesaid option to purchase and Landlord defaults in the performance
of its obligations pursuant to this Article 8, then Tenant shall have the right to (A) stop paying Rent, (B)
specifically enforce Landlord’s obligations herein, (C) recover any and all losses, costs and expenses
(including, but not limited to, attorneys’ fees) resulting from Landlord’s default, and (D) exercise any other
right or remedy available to Tenant under applicable law or equity. If Tenant exercises the aforesaid option to
purchase and thereafter defaults in the performance of Tenant’s obligations under this Article 8 in any material
respect, then (i) Tenant shall be obligated to continue performing its obligations under this Lease; (ii) Tenant
shall reimburse Landlord for any of Landlord’s reasonable out-of-pocket expenses suffered or incurred as a
result of Tenant’s exercise of the such option to purchase; (iii) Tenant shall not be deemed to have waived the
option to purchase the Property subsequently; and (iv) Landlord shall not have the right to specifically enforce
Tenant’s obligation to purchase the Property.

8.4. Except with Tenant’s prior written consent, Landlord shall not create or suffer the creation of
any exception to title to the Property which is not a Permitted Title Exception (and will not amend, modify or

3397762 - 17 -
terminate any Permitted Title Exception), and if any such exceptions arise, then Landlord shall cause the same
to be released as encumbrances against the Property prior to closing. Landlord, at Landlord’s expense, shall
cause (a) any and all applicable mortgages, financing leases or other liens for the payment of money to be fully
satisfied and released at or prior to closing in a manner reasonably acceptable to the Title Company insuring
Tenant’s title to the Property, and (b) all contracts or other agreements, executed or created by Landlord, which
affect the ownership or operation of the Property and which are not Permitted Title Exceptions to be terminated
at or prior to the date of closing. If Landlord breaches any of the agreements in this paragraph, then Tenant
shall have the right, in addition to any other rights or remedies available hereunder or applicable law, to cause
the same to be paid and satisfied in full and to deduct the reasonable cost thereof from the purchase price to be
paid at such closing.

8.5. The purchase option granted to Tenant hereunder is an integral part of this Lease, shall not be
severable from the terms hereof, and shall not be separately assignable independent of an assignment of this
Lease. The purchase option granted hereunder shall terminate upon the expiration or termination of this Lease;
provided, however, that the provisions of this Article 8 shall survive the expiration or termination of this Lease
to the extent necessary to effectuate any exercise of the option duly made by Tenant prior to the expiration or
termination hereof.

ARTICLE 9
Default and Remedy Provisions

9.1. Tenant agrees that any one or more of the following events shall be deemed an “Event of
Default”:

(a) Tenant shall default in making any payment required to be paid by Tenant hereunder
when due as herein provided and such default shall continue for ten (10) days after notice thereof in
writing to Tenant; or

(b) Tenant shall default in keeping, observing or performing any of the other covenants or
agreements herein contained to be kept, observed and performed by Tenant, and such default shall
continue for ninety (90) days after notice thereof in writing to Tenant or, if such default cannot
reasonably be cured within such ninety (90) day period, Tenant fails to initiate the cure of such default
within such ninety (90) day period and to thereafter diligently pursue such cure to completion; or

(c) Tenant shall be adjudged an involuntary bankrupt or a decree or order approving, as

properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the
Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered,
and any such decree or judgment or order shall not have been vacated or stayed or set aside within
sixty (60) days from the date of the entry or granting thereof; or

(d) Tenant shall file or admit the jurisdiction of the court and the material allegations
contained in any petition in bankruptcy or any petition pursuant or purporting to be pursuant to the
Federal bankruptcy laws now existing or as hereafter amended, or Tenant shall institute any
proceedings or shall give its consent to the institution of any proceedings for any relief of Tenant
under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of
indebtedness, reorganization, arrangements, composition or extension.

9.2. Upon the occurrence of any Event of Default, Landlord may terminate this Lease. Upon
termination of this Lease, Landlord may re-enter the Property with or without process of law using such force
as may be necessary and remove all persons, fixtures and chattels therefrom and Landlord shall not be liable

3397762 - 18 -
for any damages resulting therefrom. If Landlord terminates this Lease, Tenant shall be obligated to satisfy its
obligations hereunder, which become applicable at the end of the Lease term. If Landlord terminates this
Lease and Tenant does not satisfy its obligations hereunder, Landlord may recover from Tenant all reasonable
costs incurred by Landlord in satisfying Tenant’s obligations thereunder on Tenant’s behalf. Landlord may
also pursue such other rights and remedies as may be available to Landlord at law or equity.

ARTICLE 10
End of Term

10.1. Upon the expiration of the term of this Lease or upon the earlier termination thereof
(collectively the “Termination Date”), Tenant shall remove the Personal Property at Tenant’s own cost and
expense. Any Personal Property remaining after the Termination Date will be deemed to have been abandoned
and, at the option of Landlord, may either be retained by Landlord as its property or be disposed of, without
accountability, in such manner as Landlord may see fit and Tenant shall reimburse Landlord the costs of
disposal.

ARTICLE 11
Indemnification

11.1. Tenant agrees, at its sole cost and expense, to indemnify and hold harmless Landlord and
Landlord’s officers, directors, agents and employees from and against all liability, loss, damage, expense
(including all legal fees and expenses of Landlord), causes of action, suits, claims, demands or judgments of
any nature arising from any injury to or the death of any person or damage to any property occurring on the
Property during the term of this Lease to the extent arising from the use, occupation and operation of the
Property by Tenant or any subtenant. The obligations of Tenant under this Section shall survive the expiration
or termination of this Lease.

11.2. Subject to the limitations herein, Landlord agrees, at its sole cost and expense, to indemnify
and hold harmless Tenant and Tenant’s officers, directors, agents and employees from and against all liability,
loss, damage, expense (including all legal fees and expenses of Tenant), causes of action, suits, claims,
demands or judgments of any nature to the extent caused by the negligence or willful misconduct of Landlord
arising from any injury to or the death of any person or damage to any property occurring on the Property
during the term of this Lease. The obligations of Landlord under this Section shall survive the expiration or
termination of this Lease.

ARTICLE 12
Financing

12.1 Tenant’s Financing. Tenant shall have the right, at any time and from time to time, in addition
to any other rights herein granted and without any requirement to obtain Landlord’s consent, to encumber any
or all of Tenant’s Property. Tenant acknowledges that so long as any Leasehold Mortgage shall remain
unsatisfied of record or until written notice of satisfaction is given by the leasehold lender to Landlord, the
following provisions shall apply in respect of such leasehold lender notwithstanding any other provisions of
this Lease to the contrary:

12.1.1 There shall be no cancellation, termination, surrender, acceptance of surrender,

amendment or modification of this Lease by joint action of Landlord and Tenant, nor shall Landlord recognize
any such action by Tenant alone, without in each case the prior consent in writing of any leasehold lender. Nor
shall any merger result from the acquisition by, or devolution upon, any person or entity of both the fee estate
in the Demised Premises and the leasehold estate created by this Lease. Any attempted cancellation,

3397762 - 19 -
termination, surrender, amendment, modification or merger of this Lease without the prior written consent of
all leasehold lenders shall be of no force or effect.

12.1.2 Each leasehold lender shall be given notice of any arbitration or action, suit or other
proceeding or dispute between the parties and shall have the right to intervene therein and be made a party
thereto if Tenant fails to do so. In any event, each leasehold lender shall receive notice, and a copy, of any
award, decision or judgment rendered in such arbitration, action, suit or other proceeding.

12.1.3 If there is a condemnation or taking by eminent domain in respect of the Demised

Premises, any award or payment which are to be paid to Tenant shall be paid instead to the leasehold lenders in
accordance with the priority of their liens. If a condemnation or taking by eminent domain results in a
termination of this Lease, Tenant’s portion of the award or payment shall be paid to the leasehold lenders in
accordance with the priority of their liens and the provisions of their respective Leasehold Mortgages.

12.1.4 No payment made to Landlord by any leasehold lender shall constitute agreement that
such payment was, in fact, due under the terms of this Lease; and the leasehold lender having made any
payment or portion thereof to Landlord pursuant to Landlord’s wrongful, improper or mistaken notice or
demand shall be entitled to the return of any such payment or portion thereof provided it shall have made
demand therefor not later than one (1) year after the date of its payment.

12.1.5 In connection with the rights of a leasehold lender to cure Tenant’s defaults under this
Lease and to protect its security, Landlord and Tenant hereby expressly grant to each leasehold lender, and
agree that each leasehold lender shall have, the absolute and immediate right to enter in and upon the Demised
Premises or any part thereof to such extent and as often as the leasehold lender, in its sole discretion, deems
necessary or desirable in order to prevent or to cure any such default by Tenant, without any obligation to do
so, all such rights being subject to the rights of any sublessee.

12.1.6 In the event any right granted to a leasehold lender under this Section shall by its
nature only be exercisable by one leasehold lender and more than one leasehold lender desires to exercise such
right, then in that event only the leasehold lender holding the most senior Leasehold Mortgage among the
leasehold lenders desiring to exercise such right, shall be entitled to do so.

12.1.7 In the event a leasehold lender or its designee (by foreclosure, conveyance in lieu of
foreclosure or otherwise), or the purchaser at a foreclosure sale or the assignee or designee of such purchaser,
acquires Tenant’s interest in this Lease, the leasehold lender or its designee shall not be bound by any
modification or amendment to this Lease occurring after the granting of such Leasehold Mortgage unless
approved by the leasehold lender in writing.

12.1.8 In the event a leasehold lender or its designee (by foreclosure, conveyance in lieu of
foreclosure or otherwise), or the purchaser at a foreclosure sale or the assignee or designee of such purchaser,
acquires Tenant’s interest herein, such party shall thereupon become Tenant under this Lease and hereby
agrees to perform each and all of Tenant’s obligations and covenants hereunder; provided, however, that any
defaults by Tenant under this Lease which do not involve the payment of money and which cannot be satisfied
or cured by such party shall be deemed waived.

12.1.9 Nothing in this Section 12.1 shall be deemed or construed to create or impose any
obligation, covenant or liability, whatsoever, upon a leasehold lender: (a) for the payment of any Rent or any
additional monetary sums due under this Lease; (b) for the performance of any of Tenant’s covenants and
agreements hereunder; or (c) to cure any default by the Tenant under this Lease, and neither Tenant nor
Landlord shall have any claims against a leasehold lender for its failure to make any payment or take any action

3397762 - 20 -
which it is entitled to take under this Section 12.1 until such time as such leasehold lender assumes possession
of the Demised Premises or acquires the Tenant’s interest in the Lease, and then only for as long as it remains
in possession or the owner of the leasehold estate created thereby.

12.1.10 The liability of any leasehold lender, its successors and assigns, shall be limited in all
respects to its interest in this Lease and the leasehold estate created hereby and such leasehold lender shall have
no personal liability hereunder and no judgment or decree shall be enforceable beyond the interest of such
leasehold lender in the leasehold estate created under this Lease or shall be sought or entered in any action or
proceeding brought in connection with this Lease.

12.1.11 Notwithstanding anything to the contrary contained in this Lease, if a leasehold lender
or its designee shall acquire title to Tenant’s interest in this Lease, by foreclosure of its Leasehold Mortgage
thereon or by assignment in lieu of foreclosure, such leasehold lender or designee may freely assign this Lease
and shall thereupon be released from all liability for the performance or observance of the covenants and
conditions in this Lease contained on Tenant’s part to be performed and observed from and after the date of
such assignment, provided that the assignee shall have assumed the obligations of Tenant under this Lease that
accrue from and after the date of such assumption.

12.1.12 Subject to the terms of its Leasehold Mortgage and to the extent permitted therein,
should a leasehold lender be entitled to the appointment of a receiver for all or any part of the Premises (a
“Receiver”), without regard to whether such leasehold lender has commenced an action to foreclose the lien of
its Leasehold Mortgage and without regard to the nature of the action in which the appointment of a receiver is
sought, Landlord agrees that it will not oppose any such appointment, whether or not entitled by the terms of
this Lease to do so. Notwithstanding anything to the contrary contained in this Lease, the appointment of a
Receiver for the Demised Premises or any part thereof by any court at the request of a leasehold lender or by
agreement between Tenant and such leasehold lender, or the entering into possession thereof by such Receiver,
shall not be deemed to make such leasehold lender a “mortgagee-in-possession” or otherwise liable in any
manner with respect to the Demised Premises and shall not, in and of itself, constitute default under this Lease.

12.1.13 Tenant and Landlord agree that the provisions of this Section 12.1 are for the benefit
of and shall be enforceable by each leasehold lender and its respective successors and assigns who comply with
the provisions of this Section 12.1.

12.2 Landlord Financing. Landlord shall not sell, convey, transfer, assign, exchange, mortgage,
pledge, encumber, alienate or other dispose of its interest in the Property without the prior written consent of
the Tenant until the earlier of (i) five (5) years from the Commencement Date, or (ii) the termination of this
Lease.

12.3 Tenant Bankruptcy. If Tenant becomes the subject of a bankruptcy or insolvency proceeding,
then the parties agree as follows (subject to the provisions of applicable bankruptcy law):

12.3.1 Landlord and Tenant shall immediately notify any leasehold lender thereof;

12.3.2 Landlord will recognize any leasehold lender having priority over any other leasehold
lenders then in existence as the tenant under this Lease immediately upon the filing of any bankruptcy or
insolvency proceedings by or against Tenant notwithstanding any subsequent rejection of this Lease;

12.3.3 If this Lease is rejected in such a proceeding, then, within thirty (30) days after a written
demand from any leasehold lender, Landlord shall enter into a new lease with such leasehold lender on the same
terms as this Lease for the balance of the term of this Lease, effective upon such termination of this Lease

3397762 - 21 -
(provided that such obligation will terminate and expire on the date 20 years and 11 months following the
death of the last to die of those lineal descendants of George W. Bush, the President of the United States,
now living on the date of this Lease); subject to the obligation of the leasehold lender to cure any outstanding
and reasonably curable defaults on the part of the Tenant under this Lease; and

12.3.4 Such leasehold lender will have the right to apply for an extension of the 60-day period
under Bankruptcy Code Section 365(d) or any successor provision.

12.4 Landlord Bankruptcy. If Landlord becomes the subject of a bankruptcy or insolvency

proceeding, then the parties agree as follows:

12.4.1 Any leasehold lender having priority over any other leasehold lenders then in existence
shall have full right, power and authority to control the Tenant’s election under Federal Bankruptcy Code Section
365(h) (11 U.S.C. §§ 101 et.seq) (the “Bankruptcy Code”);

12.4.2 If this Lease is rejected under Section 365 of the Bankruptcy Code or pursuant to other
insolvency laws or proceedings, any all rights and obligations of Landlord and Tenant will be governed by this
Lease;

12.4.3 Possession, for purposes of said Section 365 of the Bankruptcy Code will include the
Tenant's right of possession, which will include the possession of any sublessee; and

12.4.4 Offsets against the Rent as a result of any damage caused to the Tenant by the Landlord's
bankruptcy will not constitute a default under this Lease.

If Tenant desires to grant a Leasehold Mortgage after the date hereof, Landlord agrees to make such modifications
to Article 12 as may be reasonably requested by the leasehold lender thereunder to reflect changes in the
bankruptcy or insolvency laws affecting lessors, lessees and leases generally.

ARTICLE 13
Miscellaneous Provisions

13.1. If Tenant shall fail to pay any Imposition or make any other payment required to be made
under this Lease or shall default in the performance of any other covenant, agreement term, provision or
condition herein contained, Landlord, without being under any obligation to do so and without thereby waiving
such default, may make such payment and/or remedy such other default for the account and at the expense of
Tenant, immediately and, in the case of emergency, without notice or in any other case only provided Tenant
shall fail to make such payment or remedy such default within the period provided herein for remedying such
default. Bills for any expense incurred by Landlord in connection therewith, and bills for all costs, expenses
and disbursements of every kind and nature whatsoever, including attorneys’ fees, involved in enforcing or
endeavoring to enforce any right against Tenant under or in connection with this Lease, any sublease or
pursuant to law, including any such cost, expense and disbursement involved in instituting and prosecuting
summary proceedings, as well as bills for any property, material, labor or services provided, furnished or
rendered, or caused to be, by Landlord to Tenant, with respect to the Property, together with interest at the rate
of ten percent (10%) per annum or the maximum legal rate, whichever is less, from the respective dates of
Landlord’s making of each such payment or incurring of each such cost or expense, may be sent by Landlord
to Tenant monthly, or immediately at Landlord’s option, and shall be due and payable in accordance with the
terms of said bills and if not paid when due the amount thereof shall immediately become due and payable as
additional Rent under this Lease.

3397762 - 22 -
 13.2 Landlord may restrain any breach or threatened breach of any covenant, agreement, terms,
provision or condition herein contained but the mention herein of any particular remedy shall not preclude
Landlord from any other remedy it might have either at law or in equity. The failure of Landlord to insist upon
the strict performance of any one of the covenants, agreements, terms, provisions or conditions of this Lease or
to exercise any right, remedy or election herein contained or permitted by law shall not constitute or be
construed as a waiver or relinquishment for the future of such covenant, agreement, term, provision, condition,
right, remedy or election, but the same shall continue and remain in full force and effect. Any right or remedy
of Landlord in this Lease specified and any other right or remedy that Landlord may have at law, in equity or
otherwise upon breach of any covenant, agreement, term, provision or condition in this Lease contained upon
the part of Tenant to be performed shall be distinct, separate and cumulative rights or remedies and no one of
them, whether exercised by Landlord or not, shall be deemed to be in exclusion of any other. No covenant,
agreement, term, provision or condition of this Lease shall be deemed to have been waived by Landlord unless
such waiver be in writing and signed by Landlord. The consent of Landlord to any act or matter must be in
writing and shall apply only with respect to the particular act or matter to which such consent is given and shall
not relieve Tenant from the obligation wherever required under this Lease to obtain the consent of Landlord to
any other act or matter.

13.3. Landlord covenants that if and so long as Tenant keeps and performs each and every covenant,
agreement, term, provision and condition herein contained on the part and on behalf of Tenant to be kept and
performed, Tenant shall quietly and peacefully enjoy the Property without hindrance from Landlord, or any
party claiming through or under Landlord, subject to the covenants, agreements, terms, provisions and
conditions of this Lease.

13.4. The parties hereto waive a trial by jury of any and all issues arising in any action or proceeding
between them or their successors or assigns under or connected with this Lease or any of its provisions or any
negotiations in connection therewith or Tenant’s use or occupation of the Property.

13.5. All notices, demands, requests or other communications which may be or are required to be
given, served or sent by either party to the other shall be in writing and shall be deemed to have been properly
given or sent by personal delivery or mailing by registered or certified mail with the postage prepaid, return
receipt requested, at the following addresses:

Landlord:

With a copy to:

Tenant: c/o Clayco, Inc.

2199 Innerbelt Business Center Drive
St. Louis, Missouri 63114
Attention: Thomas M. Schroyer

With a copy to: Thompson Coburn LLP

One US Bank Plaza
St. Louis, Missouri 63101
Attn: Paul M. Macon

3397762 - 23 -
Each party may designate by notice in writing a new address to which any notice, demands request or
communication may hereafter be so given, served or sent. Each notice, demand, request or communication
which shall be mailed by registered mail to Landlord or Tenant in the manner aforesaid shall be deemed
sufficiently given, served or sent for all purposes hereunder on the second business day after the mailing
thereof at any regularly maintained office of the United States Postal Service.

13.6. If any term or provision of this Lease or the application thereof to any person or circumstances
shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or
provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not
be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest
extent permitted by law.

13.7. The covenants, agreements, terms, provisions, and conditions of this Lease shall be binding
upon and inure to the benefit of the successors and assigns of Landlord and the successors and permitted
assigns of Tenant.

13.8. This Lease may be executed in any number of counterparts, each of which is an original, but
all of which shall constitute one instrument.

13.9. This Lease sets forth the entire understanding and agreement between the parties hereto with
respect to the Property. No modification or amendment of this Lease, or waiver of any term hereof, shall be
binding upon Landlord or Tenant, unless in writing and executed by both Landlord and Tenant.

13.10. All obligations of Landlord under this Lease will be binding upon Landlord only during the
period of its ownership of the Property and not thereafter. The term "Landlord" in this Lease shall mean only
the owner, for the time being of the Property, and in the event of the transfer by such owner of its interest in the
Property, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter
accruing, but such obligations shall be binding during the Lease term upon each new owner for the duration of
such owner’s ownership. Any liability of Landlord under this Lease shall be limited solely to its interest in the
Property, and in no event shall any personal liability be asserted against Landlord in connection with this Lease
nor shall any recourse be had to any other property or assets of Landlord.

13.11. This Lease shall not be recorded but the parties hereto agree that, upon the written request of
either party, they will execute, acknowledge, and deliver a short form memorandum of lease to the end that the
same may be recorded in the office of the Recorder of Deeds of San Juan County, New Mexico in order to
provide notice to third parties of the existence of this Lease and of the Tenant’s option to purchase the Property
pursuant hereto. Recording charges shall be paid by the requesting party.

13.12. If any part of the Property should be taken for any public or quasi-public use under
governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu
thereof (a "Taking"), Landlord shall be entitled to receive the lesser of (i) the entire price or award from any
such Taking, or (ii) an amount equal to the purchase price payable by Tenant for the Property as set forth in
Section 8.2 hereof, and the remaining amount shall be paid to Tenant.

13.13. In the event proceedings are filed, in a court of law or a court of equity, by one party hereunder
against the other party hereunder, to enforce this Lease, to recover damages or other relief hereunder, or
otherwise in connection with this Lease, the non-prevailing party in such proceedings shall pay the reasonable
attorney’s fees and court costs of the prevailing party in such proceedings.

13.14 Either party (“exchanging party”) may consummate the purchase of the Property as part of a
so-called like kind exchange (the “Exchange”) pursuant to §1031 of the Internal Revenue Code of 1986, as

3397762 - 24 -
amended (the “Code”), provided that: (a) the closing shall not be delayed or affected by reason of the
Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or
condition subsequent to the exchanging party’s obligations under the Lease, (b) the exchanging party shall
effect the Exchange through an assignment of this Lease, or its rights under this Lease, to a qualified
intermediary and the other party (“accommodating party”) shall not be required to take an assignment of the
purchase agreement fro the relinquished property, or be required to acquire or hold title to any real property for
purposes of consummating the Exchange; and (c) the exchanging party shall pay any additional costs that
would not otherwise have been incurred by the accommodating party had the exchanging party not
consummated its purchase through the Exchange, to the extent reasonable. The accommodating party shall not
by this agreement or acquiescence to the Exchange (i) have its rights under this Lease affected or diminished in
any manner or (ii) be responsible for compliance with or be deemed to have warranted to the exchanging party
that the Exchange in fact complies with §1031 of the Code.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

3397762 - 25 -
 SIGNATURE PAGE
FOR LEASE

IN WITNESS WHEREOF, the parties hereto have duly executed this instrument as of the day and
year first above written.

LANDLORD:

HUNTINGTON INVESTMENTS, LLC, a

Colorado limited liability company

By:
Printed Name:
Title:

_____________, as Trustee of The Marital Trust

created under the Patricia Huntington Revocable
Trust dated June 29, 2000

3397762 - 26 -
 SIGNATURE PAGE
FOR LEASE

TENANT:

CA FARMINGTON LLC

By: CRG-Farmington LLC, a Member

By: CLAYCORP, INC., its manager

By:
Thomas Schroyer, President

3397762 - 27 -
 EXHIBIT A TO GROUND LEASE

Legal Description

SURFACE RIGHTS ONLY

Parcel 1 (McDonald Property):
The Southeast Quarter of the Northwest Quarter (SE1/4NW1/4) and the Northeast of the Southwest
(NE1/4SW1/4) and the Northwest Quarter of the Southeast Quarter (NW1/4SE1/4) of Section Thirteen (13),
Township Twenty Nine (29) North, Range Thirteen (13) West, N.M.P.M., San Juan County, New Mexico;
LESS AND EXCEPT:
Lot A of the MALCOLM C MCDONALD SUBDIVISION recorded June 6, 2005, and conveyed by Warranty
Deed recorded in Book 1411, page 653; Browning Parkway, Wildflower Drive, Southside River Road and
Amoco Court, as conveyed in instruments recorded in Book 1001, pages 451 and 452; in Book 1003, pages
361 and 362, in Book 1160, page 543 and in Book 1236, page 3 of the Records of San Juan County, New
Mexico.
AND
LESS AND EXCEPT:
Browning Parkway, Wildflower Drive, Southside River Road and Amoco Court where presently in existence.

AND
LESS AND EXCEPT (Parcel to be conveyed to BP):

A PARCEL OF LAND LYING IN THE NORTHEAST QUARTER OF THE NORTHWEST

QUARTER (NE/4NW/4) OF SECTION THIRTEEN (13), TOWNSHIP TWENTY-NINE (29)
NORTH, RANGE THIRTEEN (13) WEST, N.M.P.M., CITY OF FARMINGTON, SAN JUAN
COUNTY, NEW MEXICO, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF BROWNING

PARKWAY, FROM WHICH THE 1” ALUMINUM CAPPED MONUMENT SET BY LS5992
FOR THE SECTION CORNER COMMON TO SECTIONS 11, 12, 13 AND 14, TOWNSHIP 29
NORTH, RANGE 13 WEST, N.M.P.M. BEARS NORTH 35°49’24” WEST, 2249.83 FEET;

THENCE SOUTH 00°25’14” WEST, 247.60 FEET TO A POINT ON A NON-TANGENT

CURVE;

THENCE ALONG SAID NON-TANGENT CURVE CONCAVE TO THE SOUTHWEST

HAVING A RADIUS OF 50.00 FEET THROUGH A CENTRAL ANGLE OF 18°37’47” FOR AN
ARC LENGTH OF 16.26 FEET AND HAVING A CHORD THAT BEARS SOUTH 68°43’46”
EAST, 16.19 FEET TO THE BEGINNING OF A REVERSE CURVE;

THENCE ALONG SAID REVERSE CURVE TO THE LEFT HAVING A RADIUS OF 15.00
FEET THROUGH A CENTRAL ANGLE OF 57°31’48” FOR AN ARC LENGTH OF 15.06 FEET
AND HAVING A CHORD THAT BEARS SOUTH 88°10’47” EAST, 14.44 FEET;

THENCE NORTH 63°03’19” EAST, 83.73 FEET TO THE BEGINNING OF A CURVE;

THENCE ALONG SAID CURE TO THE LEFT HAVING A RADIUS OF 25.00 FEET THROUGH
A CENTRAL ANGLE OF 90°08’08” FOR AN ARC LENGTH OF 39.33 FEET AND HAVING A

3410472
CHORD THAT BEARS NORTH 17°59’15” EAST, 35.40 FEET TO A POINT ON THE
WESTERLY RIGHT-OF-WAY OF BROWNING PARKWAY;

THENCE ALONG SAID WESTERLY RIGHT-OF-WAY ON A COMPOUND CURVE TO THE

LEFT HAVING A RADIUS OF 1289.96 FEET THROUGH A CENTRAL ANGLE OF 09°32’40”
FOR AN ARC LENGTH OF 214.88 FEET AND HAVING A CHORD THAT BEARS NORTH
31°51’09” WEST, 214.64 FEET TO THE POINT OF BEGINNING;

CONTAINING 17,434 SQ.FT. (0.40 ACRE) MORE OR LESS.

Parcel 2 (Chief Joseph Property):

That part of the Southwest Quarter of the Northeast Quarter (SW1/4NE1/4) of Section Thirteen (13) in
Township Twenty-Nine (29) North of Range Thirteen (13) West, N.M.P.M., San Juan County, New Mexico,
lying North of Wildflower Parkway;

LESS AND EXCEPT, HOWEVER, that part of the above described property conveyed to Martin R. Garcia et
ux by Warranty Deed recorded in Book 962, page 162 of the Records of said County.

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 EXHIBIT B TO GROUND LEASE

Permitted Title Exceptions

1. Taxes for the year 2006.

2. Easement (s) to the City of Farmington Electric Utility Systems and Mountain States Telephone and
Telegraph Company recorded in Book 926, page 594, in book 1123, page 740 and in Book 1146, page
978; Easement(s) to Pan American Gas Company recorded in Book 555, page 291 and 292 and in
Book 568, page 18; Easement(s) to City of Farmington, San Juan County, New Mexico recorded in
Book 362, page 173, in Book 1071, page 39, in Book 1152, pages 301, 305 and 306, in Book 1172,
page 566 and in Book 1313, page 741; All of the Records of said County.

3. Twenty (20) foot Easement (s) recorded in Book 1345, page 11.

4. Terms and Conditions of that certain Agreement recorded in Book 994, page 381 and amended in
Book 994, page 382 of the Records of said County.

5. Matters revealed and depicted by those certain Surveys recorded in Book 1254, page 539, in Book
1312, page 355, in Book 1218, page 241 and Subdivision Plat recorded in Book 1411, page 149 of the
Records of said County.

6. Browning Parkway, Wildflower Drive, Southside River Road and Amoco Court where presently in
existence.

7. Overhead electric lines, gas lines, fences, utility easements, drainage easements, gas well locations,
access easements and other matters revealed and depicted in ALTA/ACSM Land Title Survey
recorded in Book ____, page ____ of the Records of said County.

8. Easement(s) to the City of Farmington, San Juan County, New Mexico recorded in Book 1152, page
302 of the Records of said County.

9. Easement(s) to Basin Light and Power Company and Mountain States Telephone and Telegraph
Company recorded in Book 396, page 351 of the Records of said County.

10. Right-of-Way easement to Adjacent Property recorded in Book 1076, page 441 of the Records of said
County.

11. Access easement conveyed to Martin R. Garcia et ux by warranty deed recorded in Book 962, page
162 of the Records of said County.

12. Section breakdowns, rights of way and other matters revealed and depicted by those certain surveys
recorded in Book 1221, page 266 and in Book 1302, page 700 of the Records of said County.

3410472