RIGHT OF FIRST REFUSAL THIS AGREEMENT made this ___

RIGHT OF FIRST REFUSAL

THIS AGREEMENT made this ____ day of_____________, by and between THE

PARTNERSHIP INDUSTRIAL CENTER WEST ADMINISTRATIVE COUNCIL, as the

authorized agent for and on behalf of Springfield Business Development Corporation (hereinafter

“Seller”) and _______________, a ___________ corporation (hereinafter “Purchaser”).

WHEREAS, Springfield Business Development Corporation is the owner of the

Property;

WHEREAS, Pursuant to that certain Partnership Industrial Center West Development

Agreement executed on July 2, 2001 and amended by that certain First Amendment to Partnership

Industrial Center West Development Agreement executed on April 17, 2003 (as amended the

“Development Agreement”), the parties to the Development Agreement granted various powers to

a board called the Partnership Industrial Center West Administrative Counsel (as referred to herein

as the “Seller”);

WHEREAS, Under and in accordance with the Development Agreement, Springfield

Business Development Corporation delegated to the Seller the sole authority to convey the

Property; and

WHEREAS, Purchaser is interested in having a first right of refusal to purchase:

__________________ (____) acres, more or less, commonly known as Partnership

Industrial Center West, Lot ____ (__),

(collectively, the “Property”), as each lot is more specifically described on Exhibit A, or any

portion of the Property.

NOW, THEREFORE, FOR VALUABLE CONSIDERATION the receipt and

sufficiency being acknowledged, it is agreed:

1. Seller hereby grants Purchaser a right of first refusal on the Property or any portion

of the Property in accordance with the terms below (“Right of First Refusal”).

2. If during _______ (__) days from the date of this Agreement, Seller receives either

a bona fide written offer by a willing third party to purchase all or part of the Property which Seller

intends to accept, or a purchase agreement which Seller intends to enter into (collectively,

“Offer”), Seller shall give written notice to Purchaser at the address provided below accompanied

by a copy of such Offer at least fifteen (15) days before the date of contemplated sale.

3. Within fifteen (15) business days after receipt of the written notice, Purchaser shall

have the right to notify Seller that it is exercising its Right of First Refusal and will purchase the

Property pursuant to a purchase agreement which incorporates the terms and conditions of the

Offer. Not withstanding the terms of the Offer, however, the purchase price of the Property shall

be _______________________________ ($_______) per acre, and Purchaser shall only be

required to purchase that portion of the Property which it identifies to Seller in its notice of intent

to purchase. Closing of the sale to Purchaser shall be made in accordance with the commercially

reasonable closing practices of the Partnership Industrial Center West to the extent that such are

customary for the general Springfield, Missouri area. Purchaser’s written notice of its exercise of

its Right of First Refusal shall be given to the President of the Administrative Council of the

Partnership Industrial Center West, with a copy to the Director of Economic Development of City

Utilities at the addresses provided below.

4. If Purchaser fails to exercise its Right of First Refusal within the time stated above,

this Right of First Refusal shall have no more force and effect.

5. Within three (3) days after the effective date (the date of complete execution and

delivery of this Agreement), Purchaser shall deposit with Seller the sum of

_______________________ ($____________) as “Earnest Money”. If the sale is closed, the

Earnest Money shall be applied toward the Purchase Price. If Purchaser decides not to purchase

said Property or this Right of First Refusal expires unexercised after ______ (__) days, Seller shall

retain ____________________________ ($_________) of the Earnest Money.

6. Time is of the essence of this Agreement.

7. Notices. Any notice, request or demand herein provided for or given hereunder, if

given by the parties hereto, shall be effective (a) when delivered in person to the recipient named

below, (b) one day after timely deposit with a responsible overnight courier to the recipient named

below, or (c) five days given if mailed by postage paid, certified mail return receipt requested as

follows:

Seller: President

PIC West Administrative Council

202 S. John Q. Hammons Parkway

P.O. Box 1687

Springfield, MO 65801

With Required Copy to:

Director-Economic Development

City Utilities of Springfield

301 East Central

Springfield, MO 65802

Purchaser: ________________

________________

With Required Copy to:

________________

8. Miscellaneous.

(a) Entire Agreement. This Agreement is the entire Agreement among the

parties and, when executed by the parties, supersedes all prior agreements, understandings and

communications, either verbal or in writing, between the parties with respect to the subject matter

contained herein.

(b) Amendments. This Agreement may not be amended, modified or changed

except by written instrument signed by all of the parties.

benefit of, the parties and their respective heirs, legal representatives, successors and permitted

assigns. Seller acknowledges that if Purchaser determines that it desires to expand its operations

onto the Property, that Purchaser will assign this Right of First Refusal to a developer so that the

developer could subject to certain contingencies, including an acceptable incentives offering by

the state and local government, construct a facility for Purchaser’s operations. Therefore, This

Right of First Refusal shall be fully assignable, and Purchaser shall have the right to assign this

Right of First Offer to the developer of its choice, provided only that Purchaser shall notify Seller

of the name and notice address of such assignee.

(d) Captions. All captions and headings are inserted for the convenience of the

parties and shall not be used in any way to modify, limit or otherwise affect this Agreement.

(e) Counterparts. This Agreement may be executed simultaneously or in one

or more counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument.

(f) Waiver. Any failure by a party to comply with any obligation, agreement or

condition herein may be expressly waived in writing by each of the other parties, but such waiver

or failure to insist upon strict compliance with such obligation, agreement or conditions shall not

operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

(g) Governing Law. This Agreement shall be governed by, and construed in

accordance with, the internal domestic laws of the State of Missouri, without reference to choice of

law principles.

(i) Severability. If any term, provision or condition of this Agreement is

determined by a court or other judicial or administrative tribunal to be illegal, void or otherwise

ineffective or not in accordance with public policy, the remainder of this Agreement shall not be

affected thereby and shall remain in full force and effect.

(j) Interpretation. In the event of a dispute or disagreement arising under this

Agreement, this Agreement shall be interpreted in accordance with its fair meaning and shall not

be interpreted for or against any party on the ground that such party drafted or caused to be drafted

this Agreement.

(k) Recording Notice. Purchaser shall have the right to record a notice of this

Agreement in the appropriate registry, at its costs and Seller agrees to execute such notice, in

recordable form, upon request.

IN WITNESS WHEREOF, this First Right of Refusal has been made the date and year

written below.

PURCHASER: SELLER:

_____________ THE PARTNERSHIP INDUSTRIAL

CENTER WEST ADMINISTRATIVE

COUNCIL

By: ___________________________ By: ___________________________

Name: __________ Name: ___________________________

Title: __________ Title: ___________________________

Date: __________ Date: ___________________________