OPTION TO PURCHASE To the Commonwealth of Massachusetts: I. This the 3Dfl..day of July, 2002, MT.

TOM SKI AREA, INC., a Massachusetts corporation with a business address ofP. O. Box 1158, Holyoke, Massachusetts 01040, hereinafter called the Grantor, for consideration paid, the receipt and sufficiency whereof is hereby acknowledged, consideration having been received by Grantor on July 30, 2002, pursuant to and in accordance with a Purchase and Sale Agreement dated June 28, 2002, executed by and between the parties hereto (hereinafter the "P&S") grants to the COMMONWEALTH OF MASSACHUSETTS, acting by and through its Department of Environmental Management, with an address of251 Causeway Street, Boston, Massachusetts 02214 (hereinafter the "Grantee'), an exclusive and irrevocable option to purchase, upon the terms hereinafter set forth, the land and premises hereinafter described. II. The land and premises subject to this Parcel A-5 on a plan entitled ""Plan of Land Ski Area, Inc." by Heritage Surveys, Inc., of (Sheet 2 of3 sheets) (hereinafter the Heritage Option (hereinafter the Premises) are shown as in Holyoke, Massachusetts Surveyed For Mt. Tom Southampton, Massachusetts, dated June 18, 2002, Plan), Parcel A-5 containing 16.141 acres.

III. The Premises have the benefit of and are subject to easements, covenants and restrictions as set forth in that certain Declaration dated July 30,2002, recorded with the Hampden County Registry of Deeds (hereinafter the "Declaration"), and the Grantor shall exercise its rights and obligations set forth herein in conformance with the provisions of the Declaration as well as the provisions of this Option. IV. The Premises shall be conveyed by a good and sufficient quitclaim deed running to the Grantee. Said deed shall convey good, clear, record and marketable title to the above described premises, free from encumbrances except: (a) Provisions of existing building and zoning laws; (b) Such taxes for the then current year as are not due and payable on the day the deed to the Premises is delivered to Grantee; (c) Any liens for municipal betterments assessed after the date of conveyance; (d)Easements, restrictions and reservations affecting the Premises and recorded with the Hampden County Registry of Deeds on or before July 30, 2002; (e) A right of first offer as set forth in the P&S and incorporated herein in Section XII, below.


This Option shall be irrevocable and the Grantee shall have the power to exercise the Option under the terms and conditions hereof at the occurrence of one or more of the following events: (a) When Grantor or its assigns have removed two (2) million tons of processed crushed stone from the quarry area (hereinafter defined) in accordance with Grantor's quarrying rights under the terms ofthe P&S;
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(b) When it is September 1,2012, or any date thereafter; or (c) Upon permanent cessation and abandonment by Grantor of quarrying activities and completion of the Grantor's obligations under Paragraph 20(b) of the P&S, namely Grantor's full compliance with the requirements of the Massachusetts Contingency Plan (MCP) under MGL Chapter 21E, and, in connection with the Department of Environmental Protection's file number RTN 1-1069 and as part of Grantor's compliance with the MCP, filing of a Response Action Outcome (RAO). For purposes of this section, "permanent cessation and abandonment" of quarrying activities shall mean when Grantor 1. Notifies the Grantee in writing that it has ceased and abandoned these activities; 2. A court of competent jurisdiction has ruled that the activities are unlawful and the ruling has not been appealed by Grantor, its successors or assigns, and the appeal period has expired, or 3. Grantee's license to a third party to conduct quarrying activities has been terminated and the conditions of Section VI.(j), below, are met. VI. During the period of this Option, Grantor shall have the right to conduct quarrying activities, as well as the right to allow others to do so, on the Premises, subject to the following conditions: (a) The quarry located on the Premises may not expand beyond its existing approximately nine acre area as characterized on a Site Plan Map prepared by George L. Marshall Engineering Geologists, dated February 1, 1999, revised May 19, 1999, on file with the Land Court, Misc. Case No. 258929, and as superimposed in the Heritage Plan, and one additional acre, the existing quarry and the additional acre hereinafter called the "Quarry Area," provided, however, the additional acre may be made up of sections located in more than one area so long as the additional acre is all within the Premises, and its subparts, if any, total in the aggregate not more than one acre, and each part is contiguous with the existing quarry, without such parts having to be contiguous with each other; (b) The depth of excavation in the Quarry Area shall not go below 400 feet in elevation but in no event lower than would leave and allow natural drainage from the Quarry Area, provided that the existing quarry will be excavated to the 400 foot elevation prior to excavation of the additional one acre; (c) No more than two (2) million tons of processed crushed stone will be removed from the Quarry Area; (d) Grantor shall provide Grantee, at least quarterly, with certified statements setting forth the amount of processed crushed stone removed from the Quarry Area as provided by the quarry operator; (e) Grantor shall notify Grantee when the amount of crushed processed stone removed from the Quarry Area reaches 1.9 million tons.
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(t) The quarrying activities will cease on or before August 31,2012, or when two (2)
million tons of processed crushed stone have been removed from the Quarry Area, whichever occurs first; (g) Grantor shall not cause and shall not allow or permit waste, despoliation or degradation of the Premises or the natural resources thereon, subject, however, to Grantor's right to quarry within the Quarry Area; (h) Grantor shall not cause and shall not allow or permit the imposition of any encumbrances, liens or other attachments on the Premises, and shall not offer or use or allow others to offer or use the Premises as collateral or security for any loan or other obligation or expense. (i) Grantor shall maintain the right-of-way and easements appurtenant to the Premises (hereinafter access road), which right of way and easements provide access to the Premises as well as to land conveyed by Grantor to Grantee and Grantee's nominees (as identified in the P&S) by deeds recorded herewith, and Grantor shall keep the access road and any paved portion thereof in good condition, and in any event in no worse condition than its condition on June 28, 2002.

(j) In the event Grantor's license with a third party to quarry in the Quarry Area has terminated and the quarrying that could be undertaken by Grantor has been completed but for the extraction of rock from the additional acre described in Section V(a), above, then Grantor shall not enter into any other contracts or grant, give, license, permit or assign any additional quarrying activities in the Quarry Area.
(k) Risk of loss or damage to the Premises or to persons or their property, including injury and death, or due to fire or other casualty shall remain with the Grantor until such time as title actually passes, irrespective of when such event occurs. VII. Upon the occurrence of anyone or more ofthe events that trigger Grantee's right to exercise its option to acquire, Grantor shall deliver to Grantee, for nominal consideration, a deed to the Premises in a form acceptable to Grantee, and subject to the following obligations on the part of Grantor: (a) To deliver good title to the Premises, subject to no encumbrances, liens or attachments other than those that are on record on July 30, 2002, and accepted by Grantee under the terms of the P&S; (b) Grantor shall have filed an RAO with DEP in connection with RTN 1-1069 and shall have complied with G.L. Chapter 21E and the Massachusetts Contingency Plan, all as more specifically described in Paragraph 20 of the P&S, and Grantor shall not have caused, allowed or permitted the release of any hazardous material or substance on the Premises during the period of the Option, or Grantor shall have removed such material or substance before Grantee has the right to exercise this Option;
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(c) To deliver the Premises free of occupants or parties in possession, and any equipment, machinery or installations of every nature and description, whether or not associated with the quarry operation, and free of all personal property, debris, rubbish or discarded material or items. (d) To restore the portion of Parcel A-3 as shown on the Heritage Plan (hereinafter Parcel A-3) used by Grantor or its assigns and licenseesfor the Scale Easement as defmed in the Declaration to original or no worse condition than it was on July 30, 2002 (hereinafter the "A-3 restoration It). VIII. If at the time Grantee has the right to exercise its option to acquire the Premises as provided in this Option and so notifies Grantor of its intent to do so the Grantor is unable to give title or to make conveyance or to deliver possession of the Premises, all as herein stipulated, or if the condition of the access road or the A-3 restoration are not as provided in this Option, then the Grantor shall take immediate steps to remove any defects in title, or to deliver possession as provided herein, or to make the Premises, access road or the A-3 restoration conform to the provisions hereof, in which event the Grantor shall give written notice to the Commonwealth at or before the time for performance hereunder and thereupon, the time for performance hereof may be extended for a reasonable period not to exceed thirty (30) days. If, at the end of the extension period, Grantor has failed to remove any defects in title, or to deliver possession as provided herein or in accordance with the terms of the P&S, or to make the Premises, access road or the A-3 restoration conform to the provisions hereof then Grantor shall be immediately required to pay to Grantee $100,000 in liquidated damages plus eighteen percent (18%) interest on any unpaid balance from the date such payment was due, plus costs and attorneys fees incurred by Grantee in collecting said sum, or to pay, upon direction from Grantee, all or a portion of the liquidated damages and interest thereon to Grantee's assigns. In order to reduce attorney's fees, Grantor agrees that ajudgment may enter on the terms as stated above in any court of competent jurisdiction in the Commonwealth of Massachusetts. IX. Grantor and Grantee shall attempt in good faith to resolve any dispute arising out of or relating to Grantor's obligations under this Option, t and the P&S by negotiation between representatives of the parties. If the dispute is not resolved by negotiation within forty-five (45) days of Grantee's written notice to Grantor of a dispute, which notice shall set forth Grantee's position and reasons therefor, then the Grantor and Grantee shall endeavor to settle the dispute by mediation under the then current CPR Mediation Procedure. Unless otherwise agreed, the parties will select a mediator from the CPR Panels of Distinguished Neutrals. If the dispute is not resolved by mediation within ninety (90) days of the initiation of such procedure, this agreement does not preclude the Grantee from initiating litigation, provided, however, that if Grantee has requested Grantor to participate in a non-binding procedure and the Grantor refuses or has failed to participate, the Grantee may initiate litigation prior to the expiration of the ninety (90) day period. X. The acceptance of a deed by the Grantee shall be deemed to be a full performance and discharge of every agreement and obligation of Grantor herein contained or expressed, except for
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Grantor's obligation to carry out the provisions of Section Vlltb), above. XI. Water and sewer use charges, if any, and real estate taxes for the then current year shall be apportioned to the date of recording. At the time of delivery of the deed, the Grantor shall deliver its check or money order for the amount of said obligation properly apportioned to Grantor. All utility charges and other similar assessments related to the use and occupation of the Premises shall be paid by the Grantor until the date of recording. If the amount of said taxes is not known at the time of the delivery of the deed, they shall be apportioned on the basis of the taxes assessed for the preceding year, with a reapportionment should the new tax rate result in an increased tax obligation imposed on the Commonwealth during the period in which the Grantor held title. Should the tax obligation decrease as a result of an abatement or lower tax rate or valuation, the Grantor hereby waives any claim thereto against the Commonwealth. XII. The deed of the Premises to Grantee shall contain a reservation by Grantor of a right of first offer, subject to the terms hereinafter set forth, to undertake Qualified Reclamation Work (defined below) in connection with the existing quarry on the Premises if, as and when Grantee should seek to undertake or have undertaken such reclamation work. Grantor's right of first offer arises in connection with Grantor's contract with Mt. Tom Rock, LLC, to conduct quarry operations on the Premises (hereinafter the "Quarry Contract"), and Grantor shall have the right to delegate, license or assign such right to Mt. Tom Rock, LLC, its successors and assigns. "Qualified Reclamation Work" as used herein shall mean reclamation work that entails and results in the removal of rock from the Premises. This right of first offer will be applicable to only Mt. Tom Rock, LLC, its successors and assigns, under the Quarry Contract, and shall automatically terminate if and when the license to quarry under the Quarry Contract is terminated due to default by the licensee. The term of the right of first offer shall be for a period of twenty (20) years that will begin when the license to quarry under the Quarry Contract expires or is terminated other than for default by the licensee and in any event will begin no later than September I, 2012. In the event Grantee decides, in its sole discretion, to undertake Qualified Reclamation Work, and the right of first offer is then in effect, Grantee shall notify Grantor of what work is to be undertaken and Grantor shall accept the same by written notice to Grantor sent within forty-five (45) days after Grantor receives written notice from Grantee of such proposed work. It shall be Grantor's obligation to provide Grantee with its current mailing address for purposes of notification. If Grantee does not receive written notice from Grantor within said 45 days, Grantee may assume Grantor has waived its right to undertake the reclamation work. If Grantor accepts the work within said forty-five day period, Grantor may undertake such work and any related activities at its own expense and shall be entitled to the proceeds of the sale of any removed material, but only after Grantor provides to Grantee, whose consent will not be unreasonably withheld, delayed or conditioned, with (i) a written agreement and certification to undertake the reclamation work in conformance with Grantor's plan that sets forth and describes the intended work, (ii) evidence of reasonable insurance coverage to protect Grantor and Grantee against all claims for injuries or losses to persons or property, and for the removal and disposal of any contaminated material discovered in the course of such activities, and (iii) indemnification of Grantee for any losses, damages or liability for injuries to persons and property, including without limitation, liability associated with the removal or disposal of
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contaminated material. All work shall be performed in accordance with applicable law and in a diligent and workmanlike manner and shall be conducted so as to minimize adverse impacts to the remaining or adjacent portions of the Premises and access thereto. Nothing herein or the reservation contemplated hereby shall interfere with or deny the right or opportunity of Grantee or Grantee's nominee(s) to take and utilize material from the existing quarry on the Premises or from land adjacent thereto for Grantee's purposes on the Premises or on the property Grantor has conveyed to the United States Fish and Wildlife Service or Grantee or its nominees by deeds recorded with the Hampden County Registry of Deeds or Registry District. If Grantee has offered a Qualified Reclamation Plan opportunity to Grantor, and Grantor has declined or waived its right of first offer with respect thereto, and Grantor has been unable engage another party to perform such Qualified Reclamation Work at no cost to Grantee, and Grantee solicits bids for Qualified Reclamation Work to be done on the Premises, then Grantee shall send to Grantor an invitation to bid at or before the invitation to bid is published or otherwise made public.

Executed under seal this

3LYP" day of July, 2002.



Then personally appeared the above-named Mary Rose O'Connell, President as aforesaid, and Paul E. Glinski, Treasurer as aforesaid, and acknowledged the foregoing as the free act and deed of Mt. Tom Ski Area, Inc., before me

Notary public: Erica P. Bigelow My commission expires: July 28, 2006
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