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THIS Agreement (the "Agreement") is made this ______ Day of ________1999 by and between XXXXX & XXXXXXX XXXXXXX (hereafter XXXXXX) with an address of for the purposes hereof at XXXX XXXXXXX Rd. XXXXX, NY 12345, and ROBERT A. GERHARD III, doing business as GERHARD/ALCEN ("GERHARD/ALCEN), with an address, for the purposes hereof at 323 North Main (Rear), Angola, New York 14006.

Whereas, Gerhard/ALCEN is desirous of acquiring from XXXXXX a purchase option on certain real property located in The Town of Brant, County of Erie, State of New York. The "Option Parcel" Tax Identification Numbers are, XXXX.XX-X-X-X.XX with residence, Option Parcel is more particularly described on Exhibit "A", copies of deed(s) and survey(s), attached hereto and made hereof for all purposes.

WHERE AS, XXXXXXX is agreeable to grant the Option as hereinafter defined to Gerhard/ALCEN in accord with the terms and conditions hereinafter set forth. In consideration of the foregoing recitals, the Option Price as hereinafter defined, and for good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged the parties hereto agree as follows;

1. Option. XXXXXX hereby grants to Gerhard/ALCEN an exclusive option to purchase the Option Parcel(s) for the sum of $ XXX,XXX.XX (XXXX hundred XXXX-XXXX thousand XXXX hundred XXXX dollars), (the "Exercise Price"). Said Option shall commence as of the date of execution of this agreement and follow the schedule set forth.

2. Option Price. The Option Price shall be calculated and payable by Gerhard/ALCEN to XXXXXXX as follows.

• A. $1OO(one hundred dollars) upon execution of this agreement.
  
  
• B. $5000.00(five thousand dollars) payable one hundred-twenty (120) days from the date of the execution of this Agreement. During this period Gerhard/ALCEN shall determine the suitability of the property, if property is deemed unsuitable for any reason Gerhard/ALCEN may discontinue this agreement at it's discretion. The Option Price (paragraph 2 (a&b) shall be non-refundable and shall not be credited toward the Exercise Price in the event that the Option is exercised and consummated.

C. Exercise Price The total purchase price for the Option Parcel shall $ XXX,XXX.00 (XXXX hundred XXXX-XXXX thousand XXXX hundred XXXX dollars). Any liens, encumbrances, or secured interests incurred by XXXXXXX shall be satisfied and deducted from the exercise price. It is expressly understood that Gerhard/ALCEN has the exclusive right to purchase the property for the exercise price during the entire term of this agreement. XXXXXXX may not sell soil, clay or the resources (natural gas excluded) of the property and guarantees, to the best of her knowledge; option parcel title is free of any deed restrictions, caveats, or color on title. XXXXXXX (or immediate family members) may perform his (their) normal agricultural activities on the referenced parcel (after exercise of the Option) so long as it does not interfere with site operations or activities (at Gerhard/ALCEN's discretion).

D. Premises to be sold As described above. Gerhard/ALCEN shall not impede The use of the property by XXXXXX during the term of this agreement.

E. Deed. Upon exercise of the option, seller shall convey the to Gerhard/ALCEN by Bargain and Sale Deed with Covenant Against Grantor's Acts.

F. Title Upon exercise, Gerhard/ALCEN shall obtain at its discretion an abstract of tile or title search from a reputable New York title insurance company, at its expense, with no obligation upon Seller to contribute thereto. In addition Gerhard/ALGEN shall be responsible for all recording charges, including deed transfer tax, applicable thereto. Taxes shall be adjusted as of the date of sale.

G. Terms of Options Following the payment in paragraph 2 B, Gerhard/ALCEN shall have 48 (forty-eight) months to exercise said option to purchase. If Gerhard/ALCEN does not exercise the option during the stipulated term, the agreement shall terminate.

3. Access to Option Parcel. During the Option Term. Gerhard/ALCEN shall have unlimited access to the Option Parcel for the following purposes: To conduct such testing as is reasonable and necessary to determine the presence of natural materials in such quantity and quality as shall be determined by Gerhard/ALCEN in his sole discretion. This activity shall consist of a soil borings, and a test pits, (collectively, the "Testing") which shall be performed at the sole direction and expense of Gerhard/ALCEN. It Is hereby agreed that said Testing shall not constitute an improvement to the premises as that term is used the Lien Law of the State of New York (the "Lien Law") and that no contractor shall acquire any lien rights under the Lien Law for work performed or materials supplied in connection with the Testing No soil or other natural material shall be removed from the Option Premises except as may be reasonably necessary to ascertain the quality of natural material located at the Option Parcel. All excavated natural material shall be deposited at or near the site of each soil boring And/Or test pit.

4. Restoration of premises. In the event that the Option is eariler terminated in accordance with the terms hereof, or if Gerhard/ALCEN should fail to exercise the Option during the Option Term, Gerhard/ALCEN shall restore the Option Parcel to the condition it was in on the date of this Agreement. In order to secure the restoration obligation, Gerhard/ALCEN shall prior to the commencement of any Testing, provide a copy of any and all agreements with contractors retained to complete the Testing to XXXXXX. Contracts shall include the obligation of the contractor; in the event the Option is not exercised, to restore the Option Parcel to its condition as of the date of this Agreement. GERHARD/ALCEN shall reimburse XXXXXX for the value of any crops damaged by the conduct of any Testing on the Option Parcel. The value of such crops shall be the greater of XXXXXX actual costs of planting the crop so damaged by Testing or its fair market value as a standing crop determined by reference to local condition.

5. Indemnification Gerhard/ALCEN shall hold XXXXXX harmless from and indemnify XXXXXXX against any loss, cost or damage, or provide representation by an attorney for XXXXXXX from any actions arising from the testing by Gerhard/ALCEN, his agents, employees and/or contractors on the Option Parcel during the Option Term. Except in the event of XXXXXXX's non-compliance and/or breach of this agreement.

6. No Encumbrances. Gerhard/ALCEN shall not permit, without the prior written consent of XXXXXXX the creation or continued existence, by voluntary action any security interest or other encumbrance on the Option Parcel including, but not limited to, any mechanic's liens. Gerhard/ALCEN shall notify XXXXXXX promptly of the existence of any such lien or encumbrances affecting any portion of the Option Parcel and shall make all payments that become due to any party having any such lien security interest or encumbrance. XXXXXXX shall inform Gerhard/ALCEN of any lien or encumbrance and allow no lien to be placed which effect Gerhard/ALCENs exclusive right to purchase.

8. Permitting & Compliance with Law Gerhard/ALCEN shall be solely responsible for acquiring the necessary permits, and approvals, from all state and local governmental authorities having or exercising jurisdiction over the Option Parcel with respect to the conduct of the testing during the Option Term. XXXXXXX hereby covenants and agrees to cooperate fully in any and all such applications for any such required permits, or approvals. The permits, and approvals, shall be obtained by Gerhard/ALCEN at Gerhard/ALCEN's sole cost and expense Gerhard/ALCEN shall hold XXXXXXX harmless from and indemnify XXXXXXX against any all loss, cost or damage arising out of any such permit or approval process or arising out of Gerhard/ALCEN's failure to acquire appropriate approvals, and or permits.

9. Termination The Option shall be terminable by Gerhard/ALCEN by ten (10) days Written notice to XXXXXX from Gerhard/ALCEN. Additionally, the Option shall automatically terminate, without further notice. in the event that Gerhard/ALCEN fails to adhere to any term of this Agreement Upon termination of the Option pursuant to the terms hereof, Gerhard/ALCEN shall not be required to make any further payment to XXXXXXX however, all other obligations of Gerhard/ALCEN for indemnity, and restoration shall survive the termination of the Option Gerhard/ALCEN will have the right to proceed or terminate the option at anytime solely at Gerhard/ALCEN's discretion.

10. Assignment. This Option and the "exclusive right to purchase"' in effect during the term of this agreement shall be assignable, and/or transferable by Gerhard/ALCEN at its sole discretion. XXXXXXX may not assign or transfer this agreement Except In accordance with normal estate proceedings.

11. Notices. Any and all notices required hereunder shall be sent by certified mail postage pre-paid, to the parties hereto at their addresses appearing in this Agreement Or to such other address as either party shall designate to the other by like notice.

12. Entire Agreement. This Agreement constitutes the entire agreement between the parties and may only be modified by a written instrument duly executed by all the parties.

13. Confidentiality. The parties hereto shall not disclose this Agreement or the terms thereof to any person or entity except immediate family members and/or their professional advisors, and/or such persons or entities as may be necessary in connection with the purpose hereof.

14. Test Results. In the event this Option is terminated, Gerhard/ALCEN shall supply XXXXXX with a copy of all test results, reports and/or other information obtained by Gerhard/ALCEN concerning the Option Parcel during the Option Term.

15. Choice of Law. This Agreement shall be governed and construed under and pursuant to the laws of the State of New York.

16. Binding Effect. It is intended that all of the provisions of this Agreement shall run with the land and that all provisions hereto shall inure to the benefit of and shall be binding upon the parties hereto, their heirs, legal representatives, successors and assigns.

17. Closing. Shall take place at the buyers attorney's office.

18. Possession.Gerhard/ALCEN shall have the right of possession at closing.

A. Seller shall have life rights to occupy the residence currently located on the property under the following stipulations: The residence is the seller's primary residence. This shall be defined as occupancy 8(eight) months of each year.

1. Either spouse may exercise this right.
2. In the case of the demise of sellers with dependant children, the children shall have the right of Occupancy.
3. Should the sellers voluntarily relinquish the Life Right's (right of occupancy) the sellers shall receive a onetime payment of $150,000(one hundred fifty thousand dollars) in addition to the exercise price. Should it become necessery for the buyers to occupy the residence (at the buyer's discretion) a one-time payment of $175,000 (one hundred seventy five thousand) will be made to the seller's.

THE UNDERSIGNED HEREBY COVENANT AND AGREE THIS __________,DAY OF __________,1998

_______________________Robert A. Gerhard III
_______________________XXXXX XXXXXXX
_______________________XXXXX XXXXXXX

NOTARY ________________________________