REAL ESTATE SALES AGREEMENT

THIS REAL ESTATE SALES AGREEMENT is made and entered into this 21st day of October, 2005 ("Agreement"), by and between KIPPS FARMS, L.L.C., a Virginia Limited Liability Company ("Seller"), and the COUNTY OF MONTGOMERY, VIRGINIA ("County"). The Seller and the County will hereinafter be referenced collectively as the "Parties."

W I T N E S S E T H:

WHEREAS, Seller owns EIGHTY-FIVE AND SEVEN-TENTHS (85.7) acres, more or less, of real property referenced herein as the "85.7 acres” and identified as a portion of Tax Map No. 283(A) 11, located in the Prices Fork Magisterial District in the Town of Blacksburg, County of Montgomery, Virginia, to be more specifically identified as 68.7 acres and 17 acres, as shown on a Plat of Survey, to be recorded in the Clerk's Office of the Circuit Court of Montgomery County, Virginia, as instrument number _________, and to be attached as EXHIBIT A, entitled "____________"; and

WHEREAS, the County desires to purchase the 85.7 acres from Seller in accordance with the terms, covenants, conditions, and restrictions contained in this Agreement; and

WHEREAS, Seller desires to sell the 85.7 acres to the County subject to retaining a twenty (20’) foot utility easement and twenty (20’) temporary construction easement and the County granting the Seller a right of first refusal on the 85.7 acres and the terms, covenants, conditions, and restrictions contained in this Agreement; and

WHEREAS, the Seller owns in addition to the 85.7 acres, 47.8 additional acres, more or less, adjacent to the 85.7 acres, that the Seller intends to retain (or not convey) for its future development (hereinafter referenced as "Seller's Parcel"); and

WHEREAS, the County agrees to provide a twenty foot (20’) utility easement to the Town of Blacksburg and a twenty foot (20’) temporary construction easement to the Seller through the County’s existing property that adjoins Prices Fork Road and the New Blacksburg Middle School to join with the easements to be retained by the Seller on the 17 acre portion of the 85.7 acres for the purpose of locating a public water or other public utility line serving the 85.7 acres and/or the Sellers Parcel; and

WHEREAS, the Parties desire to have designed and constructed the Wall's Branch Sanitary Sewer Project ("Sewer Project") which will service the area on the southern side of Prices Fork Road and the western side of Merrimac Road, the 85.7 acres, and the Seller's Parcel with sufficient capacity to meet the County's proposed sanitary sewer needs for its proposed development of the 85.7 acres, for the proposed development of Seller's Parcel, and for the future build out of the area that can be directly served by the Sewer Project as planned for in the County's Comprehensive Plan; and

WHEREAS, the Parties desire to have designed and constructed a regional stormwater detention pond/facility ("Detention Facility") which will have sufficient stormwater capacity to handle the County's stormwater runoff needs for the 85.7 acres and the Seller's Parcel after each property is fully developed; and

WHEREAS, the County's Board of Supervisors agreed by Resolution on October 24, 2005, for the County to enter into this Agreement to purchase the 85.7 acres subject to the terms, covenants, conditions, and restrictions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree and covenant as follows:

I. PROPERTY

(a) Seller agrees to sell and the County agrees to buy, subject to the contingencies, restrictions, and covenants in this Agreement, the 85.7 acres, together with all improvements thereon and all rights and appurtenances thereunto pertaining, more specifically described as follows:

All that certain tract or parcel of land, with improvements thereon and all appurtenances thereunto pertaining, lying and being situate in the Prices Fork Magisterial District of the County of Montgomery, Virginia, in the Town of Blacksburg, containing approximately 85.7 acres, more or less, subject to the twenty foot (20’) utility easement and twenty (20’) foot temporary construction easement retained by the Seller, as shown on a Plat of Survey entitled "____________________" made by __________________________, dated _________________, 2005, recorded in the Clerk's Office of the Circuit Court of Montgomery County, Virginia, as instrument number ________________.

Being a portion of the same property conveyed to Kipps Farms, L.L.C., by deed of Nancy Kipps Hughey and Raymond H. Hughey, husband and wife, and Michele Kipps Dubose and Robert T. Dubose, II, husband and wife, dated December 7, 1998, recorded December 10, 1998, in the Office of the Clerk of the Circuit Court of the County of Montgomery, Virginia, as instrument number 98-013759, in Deed Book 1044 at page 240.

(b) The County agrees to convey a twenty foot (20’) utility easement to the Town of Blacksburg and a twenty foot (20’) temporary construction easement to the Seller along the County’s existing property that adjoins Price Fork Road and the new Blacksburg Middle School to join the easements retained by the Seller on the 17 acre portion of the 85.7 acres for the purpose of locating a public water or other public utility line serving the 85.7 acres and/or the Seller’s Parcel.

(c) The County agrees to provide the Seller with a right of first refusal on the 85.7 acres should the County decide in the future to sell any portion of the 85.7 acres to a private entity for a non-governmental purpose. Whenever the County shall receive a bona fide offer to purchase any portion of the 85.7 acres from a non-public entity for a non-governmental purpose and the said offer is acceptable to the County or should the County independently decide to put the said property on the market the County shall offer to sell said property at the price and on the same terms contained in the bona fide offer or (if the County shall independently have decided to put the said property on the market) at the price and terms acceptable to the County. The Seller shall have ten (10) days following written notice from the County to either accept or refuse the bona fide offer or make their own offer should the notice state that the County has independently decided to put the said property on the market.

II. PURCHASE PRICE

The purchase price for the 85.7 acres shall be THREE MILLION FOUR HUNDRED TWENTY-EIGHT THOUSAND AND NO/100 DOLLARS ($3,428,000)(the "Purchase Price"), equaling FORTY THOUSAND AND NO/100 DOLLARS ($40,000.00) per acre. The Parties agree that the Purchase Price shall be paid partially by cash from the County and partially by a gift from Seller. The Parties agree that the cash portion of the Purchase Price shall be FIFTEEN THOUSAND AND NO/100 DOLLARS ($15,000.00) per acre and that the gift portion of the Purchase Price shall be TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) per acre. The County agrees to pay Seller the cash portion of the Purchase Price (i.e., $1,285,500) at the time of closing (the "Closing"). The Purchase Price shall be adjusted at settlement to an exact Purchase Price based on the exact amount of acreage to be conveyed by Seller as determined by a boundary survey to be made at the County’s expense, by a registered surveyor licensed by the Commonwealth of Virginia and approved by the Parties and all appropriate governmental authorities.

III. SEWER FACILITY

(a) Plans And Specification And Cost. Based upon the County's Comprehensive Plan and its desire to purchase the 85.7 acres and the Seller’s desire to develop the Seller’s Parcel sometime in the future, the Parties agree to create plans and specifications ("Plans And Specifications") for the design of the Sewer Project, and those Plans And Specifications once finalized and agreed to by the Parties shall be attached and become part of this Agreement by Addendum marked as EXHIBIT B. The Parties agree that the Sewer Project shall be designed for the future development of (i) the area on the southern side of Prices Fork Road and the western side of Merrimac Road; (ii) the 85.7 acres; and (iii) the Seller's Parcel to carry sanitary sewer from the Town of Blacksburg's existing sanitary sewer system located at __________________ to the Blacksburg-VPI Sanitation Authority's existing 32-inch sanitary sewer line located near Stroubles Creek at __________________. The County will employ its best efforts to timely procure at reasonable cost(s) the necessary easements to construct the Sewer Project. The Seller agrees to promptly pay the County one-half of the cost of obtaining the necessary easements to construct the Sewer Project.

(b) Construction And Cost Sharing. Based upon the Plans And Specifications and the estimate of the Sewer Project cost, the Seller agrees to be responsible for the design and construction of the Sewer Project. The County agrees to promptly pay Seller one-half (1/2) of the costs of designing and constructing the Sewer Project. The County's payment of its share of the design and construction cost will be based upon logical stages of completion of the Sewer Project. The County's sharing/participation in the cost of the Sewer Project is contingent upon the Seller's reasonable compliance with the Plans And Specifications. The Seller agrees to pay one-half (1/2) of the costs of designing and constructing the Sewer Project.

IV. STORMWATER DETENTION FACILITY

(a) Stormwater Facility Plans. Based upon the County's desire to purchase and develop the 85.7 acres and the Seller's desire to develop the Seller's Parcel, the Parties will jointly create and/or design the fully-developed Detention Facility with sufficient stormwater capacity to handle the County's and Seller's stormwater runoff needs for the full development of the 85.7 acres and the Seller's Parcel ("Stormwater Facility Plans"). The Detention Facility will be constructed on the Seller's Parcel, west of the Property.

(b) Construction And Cost Sharing. Based upon the to-be-agreed-upon Stormwater Facility Plans, the Seller shall be responsible for the design and construction of the Detention Facility. The Parties each agree to pay their share of the costs of designing and constructing the Detention Facility based upon estimated amount of impervious surface after final build out on the County Property and the Seller’s Parcel respectively. The County's payment of its share of the design and construction costs will be based upon logical stages of the completion of the Detention Facility in accordance with the jointly-created Stormwater Facility Plans. Once the Stormwater Facility Plans are finalized and approved by the Parties the Plans shall be incorporated and be made a part of this Agreement by Addendum and marked as Exhibit C.

V. CONTINGENCIES

This Agreement is contingent upon the following:

(a) The County shall obtain an environmental assessment of the 85.7 acres satisfactory to the County in its sole discretion. At the County's expense, the County shall in good faith and with due diligence, pursue and obtain a Phase One environmental assessment of the 85.7 acres within thirty (30) days of the date of this Agreement. The County shall notify Seller within ten (10) days of receiving the Phase One environmental assessment report in writing as to whether any environmental issues were discovered. The County reserves the right to conduct further study should the County become aware of any environmental issues during the Phase One environmental assessment or at any time prior to Closing. Should there be any environmental issues that cannot be resolved to the sole satisfaction of the County, and the County so notifies Seller in writing, the County may declare this Agreement null and void, in which event neither party shall have any further rights, duties, or obligation hereunder.

(b) The 85.7 acres, or such areas of the 85.7 acres and in such configurations as the County in its sole discretion may determine, shall be rezoned and/or granted a special use permit, and the proper comprehensive plan amendment by the Town of Blacksburg for the County's intended use of the 85.7 acres as a High School Football/Soccer Stadium, a future High School Campus, and various possible future recreational uses shall be obtained. Seller agrees to cooperate with the County on any applications required to obtain a rezoning, special use permit, or comprehensive plan amendment, but all cost of rezoning, engineering studies, and plat approval shall be the County's sole responsibility. Seller shall sign any applications for rezoning, special use permits, or comprehensive plan amendments and such other documents as may be necessary. The County shall file the required land use application for a rezoning, special use permit, or comprehensive plan amendment with the Town of Blacksburg within thirty (30) days of signing this Agreement.

(c) Adequate water, sewer, and electrical service for the County's purpose must be economically feasible and available to serve the 85.7 acres, satisfactory to the County in its sole discretion.

(d) Seller must be able to convey to the County good and marketable fee simple title to the 85.7 acres by deed of general warranty containing English Covenants of Title, free of all liens, defects, tenancies, and encumbrances, except as otherwise indicated herein, and subject only to such restrictions and easements as shall then be of record which do not affect the use of the 85.7 acres for Government purposes or render the title unmarketable.

The County will move in prompt and due course to fulfill the contingencies necessary to close this transaction, TIME BEING OF THE ESSENCE.

Either of the Parties may void this Agreement if any one or more of the above contingencies set forth herein are not fulfilled to its satisfaction. Prior to the Closing, the County and the County's designated agents and employees shall have full access to the 85.7 acres for the purpose of making engineering, topographical, and environmental studies.

VI. SETTLEMENT

In the event that the County and the Seller satisfy all the respective contingencies, the following provisions shall govern the Closing/settlement:

(a) At Closing, Seller shall deliver to the County a deed of General Warranty with English Covenants of Title conveying a good, marketable, and insurable fee simple title to the 85.7 acres, free of all liens, encumbrances, and defects and subject only to such restrictions, covenants, and easements that are contained in this Agreement or that are now of record. In the event that the County shall object to the status of the title, Seller shall, at its expense, take such action (including legal action) within thirty (30) days from the County's notice thereof, such notice to be given within ten (10) days of the County's receipt of the title report and surveys (the "Cure Period"), as may be necessary to satisfy the County's objections and cure any and all defects. In the event that the Seller shall be unable to satisfy the County's objections within the Cure Period, the County shall have the right, exercisable at any time prior to Closing, to either (i) extend the Seller's time period for curing objections and defects or (ii) waive the County's objections and purchase the 85.7 acres subject to such defects as otherwise contemplated in this Agreement, notwithstanding such objections, in which event the defects and subject matter of such waived objections shall become permitted exceptions ("Permitted Exceptions") and Seller shall convey the 85.7 acres to the County subject to the Permitted Exceptions, or (iii) terminate this Agreement, in which event any good faith deposit shall be returned to the County and neither party shall have any further rights, duties, or obligations hereunder. In addition to the County's objections, Seller shall be obligated to discharge at Closing, at Seller's sole cost and expense, any title exceptions that represent liens securing the payment of any monetary amounts.

(b) At settlement, Seller shall give and the County shall take possession of the Property, free of all tenants and tenancies, licenses, or rights of others unless otherwise listed. Notwith-standing this provision, Seller shall have the right to harvest in the fall of 2005 any crop(s) already planted on the 85.7 acres prior to Closing. Before beginning any harvesting operations after the Closing, Seller agrees to notify the County in writing.

(c) The risk of loss by fire or other casualty is assumed by Seller until settlement.

(d) As an inducement to the County to purchase the 85.7 acres and with the understanding and acknowledgment by Seller that the County will materially rely thereon, Seller hereby makes the following warranties and representations, which shall be effective as of the date of the Closing:

(i) Seller is not a party to any litigation, arbitration, or administrative proceeding; and no such litigation, arbitration, or administrative proceeding is pending or, to Seller's best knowledge, threatened (A) in which Seller is adverse to any person or entity having or claiming any past, present, or future interest in the 85.7 acres or (B) which affect or question Seller's title to or current use of the 85.7 acres or Seller's ability to perform its obligations under the Agreement.

(ii) There are to Seller's knowledge no actions or proceedings threatened against Seller to condemn all or any part of the 85.7 acres.

(iii) Seller has paid for all work, labor, and materials furnished to the 85.7 acres prior to the recording of the deed except for such as is performed on behalf of the County, and there will be no mechanic's liens and/or no right of any person to file a mechanic's lien against the 85.7 acres for any other reason.

(iv) To the best of Seller's knowledge and belief, there is no existing or known ground contamination caused by hazardous materials or waste ("Hazardous Substances") as defined by state or federal law.

(v) The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with the terms of this Agreement will not conflict with or, with or without notice or the passage of time or both, result in breach of any of the terms or provisions of or constitute a default under any applicable law or any judgment, order, or decree of any court having jurisdiction over Seller or its properties. Seller has the power, right, and authority to enter into and perform all of the obligations required of Seller under this Agreement and the instruments and documents referenced herein and to consummate the transaction contemplated hereby. All requisite action necessary to authorize Seller to enter into this Agreement and perform its obligations hereunder has been taken. The joinder of no person or entity other than Seller will be necessary to convey the 85.7 acres fully and completely to the County at Closing. This Agreement is a valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms.

(vi) To the best of its knowledge, all information relating to the 85.7 acres which has been or will be delivered by or on behalf of Seller to the County is true, correct, and complete and does not contain any material misstatements of fact or fail to state any material fact relevant to such information.

(e) Settlement shall take place in the Office of the County Attorney no later than thirty (30) days following receipt by Seller of written verification from the County that all the contingencies listed in Paragraph V hereof have been met to the sole satisfaction of the County or sooner as mutually agreed by the Parties.

(f) At Closing, Seller shall deliver to the County, at Seller's sole cost and expense, each of the following items with respect to the Property:

(i) A general warranty deed, duly executed and acknowledged by Seller and in a form acceptable for recording, conveying good, marketable, and indefeasible fee simple title to the 85.7 acres to the County subject only to the Permitted Exceptions.

(ii) Other items reasonably requested by the title insurance company retained by the County for the purchase of the 85.7 acres in accordance with this Agreement or for administrative requirements for consummating the Closing.

(g) At the Closing, the County shall deliver to Seller each of the following items:

(i) The portion of the Purchase Price as indicated in this Agreement in wired funds or a check made payable to the order of Seller.

(ii) Other items reasonably requested by Seller for the purchase of the 85.7 acres in accordance with this Agreement or for administrative requirements for consummating the Closing.

(h) All normal and customarily proratable items included but not necessarily limited to taxes affecting the 85.7 acres which survive the Closing shall be prorated as of the Closing date. The County shall be responsible for paying any roll-back tax liability related to the 85.7 acres.

(i) Possession of the 85.7 acres shall be delivered to the County by Seller at the Closing.

(j) The Parties shall each be responsible individually for paying the legal fees of its counsel in negotiating, preparing, and closing the transaction contemplated by this Agreement. Seller shall pay the expense of preparing the deed and the recordation tax applicable to grantors. The County shall be responsible for any grantee recording costs incurred in connection with the transactions contemplated hereunder and all other fees, costs, and expenses identified herein.

(k) Seller agrees to exercise ordinary and reasonable care in the maintenance and upkeep of the 85.7 acres, ordinary wear and tear excepted, from the date of this Agreement to the date of Closing.

(l) The Parties hereby agree that each of them shall be responsible for compensating its own real estate agent(s) or real estate broker(s) who may be involved in this transaction, and each agrees to hold the other harmless from any claim for a commission by reason of any action on its part.

(m) The provisions contained in this Agreement shall survive the execution and delivery of the deed.

VII. NOTICE

Notice and other correspondence regarding this Agreement shall be hand delivered or mailed through the U.S. mail or by national overnight carrier to the following addresses, or to such other or additional addresses as the Parties may designate in writing.

SELLER: Georgia Anne Snyder-Falkinham

Managing Member

Kipps Farms, L.L.C.

500 South Main Street

Blacksburg, VA 24060

PURCHASER: County Administrator

County of Montgomery, Virginia

755 Roanoke Street, Suite 2F

Christiansburg, VA 24073-3151

VIII. ASSIGNABILITY

This Agreement shall not be assigned by either the Seller or the County without the written consent of the other.

IX. ENTIRE AGREEMENT, GOVERNING LAW

This Agreement embodies the entire understanding of the Parties, there being no promises or undertakings, written or oral, other than those expressly set forth herein. This Agreement shall be governed by the laws of the Commonwealth of Virginia.

IN WITNESS WHEREOF, the Parties have executed this Agreement in triplicate as of the date first hereinabove written.

Seller:

KIPPS FARMS, L.L.C., a Virginia limited liability company

By: (SEAL)

GEORGIA ANNE SNYDER-FALKINHAM, Managing Member

The County:

THE COUNTY OF MONTGOMERY, VIRGINIA

By: (SEAL)

GARY CREED, Chairman, Board of Supervisors of

Montgomery County, Virginia

ATTEST:

(SEAL)

Secretary of the Board of Supervisors of

Montgomery County, Virginia

COMMONWEALTH OF VIRGINIA,

COUNTY OF MONTGOMERY, TO-WIT:

The foregoing instrument, bearing the date of __________________, 2005, was acknowledged before me by Georgia Anne Snyder-Falkinham, Managing Partner, Kipps Farms, L.L.C. (the "Company"), on behalf of the Company, on this day of October, 2005.

Notary Public

My commission expires:

COMMONWEALTH OF VIRGINIA,

COUNTY OF MONTGOMERY, TO-WIT:

The foregoing instrument, bearing the date of __________________, 2005, was acknowledged before me by Gary Creed, Chairman, Montgomery County Board of Supervisors, County of Montgomery, Virginia, on behalf of the County, on this day of October, 2005.

Notary Public

My commission expires: