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This Agreement is made between SOUTHWEST BENEFICIAL FINANCE, INC., an

illinois corporation qualified to do business in Oklahoma and doing
business as "Lakemont Shores & Bay Club", hereafter referred to as
Oklahoma corporation, hereafter referred to as "POA".
Owner, as the successor by way of merger to the right, title
and interest of Southwestern Investment Company, a Texas
corporation (hereafter "SIC"), owns real property situated
in Delaware County, Oklahoma (herafter called the
"Property"), on the shores of the Grand Lake 0 i the
Cherokees. The Property, also called the Lakemont Shores
development, is delineated with particularly in a
Declaration of Covenants and Restrictions dated
January 13, 1977 made by sic, as successor to LTD Land
Company, an Oklahoma corporation.
The Declaration, which was filed of record with the Clerk
of Delaware County on January 17, 1977 in Book 352, page 823
et. seq., had, as its purpose, the subjection of the
Property to various covenants, restrictions, easements,
charges, assessments and liens in order to provide for the
preservation of the value and amenities of the Property,
thereby carrying out the intentions of sic to create a
residential community characterized by permanent common
facilities such as parks and playgrounds.
The POA came into being pursuant to the Declaration. By
virtue of that Declaration, the POAis charged with the
responsibility of administering theProperty, including the
collection and disbursement of feesimposed by POA By-Laws
and authorized by the Declaration. Enforcement of the
various covenants and restrictions in the Declaration is
also a POA responsibility.
POA membership is composed of persons who have purchased a
fee interest in improved or unimproved lots on the Property
which initially were subdivided by sic. The POA Board of
Directors is empowered by the Declaration to charge and
collect membership fees from POA members. For those
property owners who do not maintain a POA membership, The
POA charges and collects an upkeep and beautification fees.
The membership fees and the uplteep and beautification fees
must be used by the POA for road maintenance and general
beautification of the Property.
Under the assumed business name of Lakemont Shores and Bay
Club, Owner sells unimproved lots. At one time Owner was
actively engaged in financing the lots it sold under a
Contract for Sale but it no longer is conducting business of
that nature and a sale of a lot now must be for cash.
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( continued)
with the exception of the POA Administrative Office, Owner
has deeded to the POA all of its right, title and interest
in and to the recreational facilities and buildings that
Owner and sic erected on the Property. The timing of
delivery of a Deed to the POA conveying Owner's title to the
Administrative Office building is governed by the
Owner is in the process of closing out its interest in the
Lakemont Shores development. That interest extends to over
1,400 lots which remain under its ownership. In order to
dispose of these lots as swiftly as possible, Owner has
embarked upon a three-step plan of action as follows:

1. Offer to all current property owners in the Lakemont

Shores development the first right of refusal on these
remaining lots, without any financing arrangements but
at the decidedly reduced lot price of $1,000.00, to be
sold on a first-come, first-served basis, which offer
shall be for a limited period not extending beyond 60
2. Offer all unsold lots on the Property to the general
pUblic, through newspaper advertisements and other
similar media, sometime after the conclusion of the
first 60-day period and for a further limited period of
time, the commencement and length of which offering to
be at the sole discretion of Owner.
3. After the determination by Owner that Steps 1 and 2 have
been completed, deed all lots on the Property remaining
unsold to the POA.
The POA is disposed to assist Owner in effecting sales of
the currently unsold lots, through its Administrative Office
at Lakemont Shores, by taking the action as follows:
1. Coordinate the purchase of any lot on the Property made
available for sale by Owner.
2. Afford prospective purchasers with a complete list of
all available lots.

3. Utilize POA members, who shall donate time and services

to the POA, in effecting transport and guiding of
prospective purchasers to lot sites for viewing
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Owner is willing to reimburse the POA for all expenses
incurred in coordinating the purchase of any lot made
available by Owner, including the compilation and up-dating
of a list of available lots and the transport of prospective
purchasers to the lot sites.

Owner, at the time it determines that it should discontinue

attempting to make further sales of unsold lots, intends to
deed to the POA all remaining unsold lots on the property
and, pursuant to the Declaration, simultaneously deed to the
POA Owner's title to the Administrative Office building and
this Agreement is written for the purpose of reducing to
wri ting all promises and covenants made by both POA and
Owner and the POA agree as follows:
1. The POA shall assist Owner in the sale of lots of unimproved
portions of the property by (1) coordinating, through the POA
Administrative Office, the purchase of any lot made available by
Owner, (2) providing prospective purchasers with a complete iist
of all available lots and (3) utilizing the time and services of
POA members to transport prospective purchasers from the POA
Administrative Office to view a lot site.
2. Owner shall reimburse the POA for the full amount of all expenses
incurred in coordinating the purchase of any lot made available
by owner, including the compilation and up-dating of a list of
available lots and the transport of prospective purchasers to the
lot sites, whether the prospective purchasers are POA members or
members of the general public. Owner shall remit any amount
billed to Owner by the POA, within 30 days of the receipt of a
detailed statement of expenses from the POA.

3. Upon notification from Owner that Owner is now prepared to deed

all remaining lots to the POA, the POA shall purchase from Owner,
for a nominal consideration of $10.00 and other good and valuable
considerationi and Owner, at the time of purchase, Owner shall
deliver to the POA a Deed which conveys to the POA all of Owner's
right, title and interest in and to whatever unsold lots on the
property. In addition, Owner shall deliver a Deed which conveys
to the POA all of Owner i s right. title and interest in and to the
land and building containing the POA Administrative Office.
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IN WITNESS WHEREOF, the undersigned parties have caused their

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respective c~rporat. e names to be signed to this instrument on



Forrest B. Kinne , president

Chairman Directors

Subscribed and Sworn to before me this 1st. Day of June, 1989

W;fu u
My Comíni~siori .Ëxpir-es
July -27, .1992.:.-