Gerald:  Lisa Druzbik has asked me for some "generic exclusivity wording."  I pulled the following paragraph from one of Steve's documents.  Is it OK to send this to her?  Please advise.  Thanks, -Mary O.

Exclusivity.  In consideration of the efforts to be expended by Seller in providing information with respect to the Assets and the exclusivity rights  granted below, Buyer agrees to pay Seller  ________________ Dollars ($___________) as an earnest payment "Earnest Payment", within  ___ days of the execution of this Agreement.  In consideration of the efforts to be expended by Buyer in undertaking its due diligence review of the Project and Assets, Seller hereby grants to Buyer, during the Term of this Agreement (the "Exclusivity Period") the exclusive right to pursue the Project with Seller.  During the Exclusivity Period Seller shall not work with any other persons with regard to the Project or pursue any other transaction involving the Assets. The Earnest Payment shall be credited against the agreed upon purchase price for the Assets set forth in the Definitive Agreement(s).  If the Parties do not complete a sale of the Assets, Seller shall retain the Earnest Payment without further obligation to Buyer.