DEVELOPER ECONOMIC DEVELOPMENT GRANT AGREEMENT

THIS DEVELOPER ECONOMIC DEVELOPMENT GRANT AGREEMENT (this "Agreement") is made as of this 2nd day of August, 2007 (the "Effective Date") among and between the CITY OF WINDCREST, TEXAS, a Texas general law municipality ("City"), the WINDCREST ECONOMIC DEVELOPMENT CORPORATION, a Section 4B corporation created pursuant to the authority of the Development Corporation Act of 1979, as amended ("Wind crest EDC"), and the WINDCREST ECONOMIC DEVELOPMENT COMPANY, LLC, a Texas limited liability company (the "Developer"). The City, Wind crest EDC and Developer may be referred to herein from time to time as a "Party" or collectively as the "Parties".

WITNESSETH:

WHEREAS, the Parties have entered into that certain Walzem Road Redevelopment Project Master Economic Incentives Agreement of even date herewith (the "Master Agreement") with the City of San Antonio, Texas, a Texas home rule municipality ("City of San Antonio"), Bexar County, Texas, a political subdivision of the State of Texas (the "County"), and Racks pace US, Inc., a Texas corporation ("Racks pace"), in order to induce Racks pace to relocate its corporate headquarters to a facility on Walzem Road and to redevelop the Walzem Road corridor; and

WHEREAS, the redevelopment of the Walzem Road corridor is intended to promote new or expanded business development through certain projects meeting the criteria of the Development Corporation Act of 1979, as amended, Texas Revised Civil Statutes Annotated, Article 5190.6 (the "EDC Act"); and

WHEREAS, pursuant to the Master Agreement, Wind crest EDC and/or the Developer will acquire title to certain land in the area around U. S. Interstate Highway 35 and Walzem Road as part of the Walzem Road corridor, such land to include the Eisenhauer Development Tract; and

WHEREAS, pursuant to Section 4.2 of the Master Agreement and that certain Development Agreement for Eisenhauer Development Project dated of even date herewith (the "Development Agreement"), the Developer will use its best efforts to develop the Eisenhauer Development Tract into a mixed use project incorporating a live, work and play concept; and

WHEREAS, the parties to the Master Agreement recognize that the development of certain portions of the Eisenhauer Development Tract may require additional incentives from the City of Wind crest and/or Wind crest EDC; and

WHEREAS, the City is authorized by the provisions of Article III, Section 52-a of the Texas Constitution and Section 380.001 of the Texas Local Government Code (the "Code") to provide grants of public money to promote local economic development and to stimulate business and commercial activity in the City; and

WHEREAS, pursuant to Section 4.4 of the Master Agreement, the Parties have agreed to enter into this Agreement; and

WHEREAS, on the Effective Date, the commitments contained in this Agreement shall become legally binding obligations of the Parties.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements, covenants and payments herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

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