Resolution with Marquette Development

AGREEMENT

STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF HARRIS §

THIS AGREEMENT ("Agreement") is entered into effective the ___ day of August, 2007, by and among MARQUETTE GALVESTON INVESTMENT, LTD, ("Marquette") and BERMUDA BEACH IMPROVEMENT COMMITTEE ("BBIC").

RECITALS:

WHEREAS, Bermuda Beach Improvement Committee is the duly
elected and organized governing entity of Bermuda Beach subdivision in the City of Galveston,
in Galveston County, Texas;

WHEREAS, Marquette has submitted a preliminary plat for the property
identified as "The Preserve at West Beach";
WHEREAS, the Board of Directors of BBIC has met with Marquette and reached a resolution of certain issues pertinent to the proposed preliminary plat request of Marquette;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1. BBIC and Marquette have agreed that Marquette will match dollar for dollar any and all beach restoration, protection, renourishment or enhancement funds provided by BBIC in conjunction with the beach restoration, protection, renourishment or enhancement of the beach seaward of the Bermuda Beach Subdivision up to a maximum of $50,000.00. Said funds to be paid within 30 days of BBIC providing reasonable proof of its funds.

2. Marquette further agrees to match any and all funds provided by BBIC in excess of $50,000.00 for beach restoration, protection, renourishment or enhancement that their lots South of Highway 3005 and the northern boundary of Bermuda Beach subdivision represent to the total lots in Bermuda Beach (i.e. if Marquette creates 50 lots and Bermuda Beach has 200 lots then Marquette would contribute 50/250 or 20% of the total amount of funds). Said funds to be paid within 30 days of BBIC providing reasonable proof of its funds.

3. Marquette has further agreed that the beach protection systems that may be installed by Marquette or any other entity in the project currently identified as The Preserve at West Beach, will not create any accelerated erosion of the beach in front of Bermuda Beach subdivision.

4. Marquette has further agreed that its development will not
negatively impact the water pressure provided by the City of Galveston to the homes within Bermuda Beach.

5. The parties agree that they will cooperate regarding vehicular traffic flows, parking and routing of traffic.

6. The parties agree that they will cooperate regarding pedestrian traffic flows and routing of residents including Marquette encouraging its residents not to cross the private lots in Bermuda Beach Subdivision to access the beach.

7. BBIC and Marquette will cooperate to provide signage for Bermuda Beach subdivision on Highway 3005 at Pabst Road.

8. Marquette will pay $1,500.00 for previous lawn care in conjunction with the entrance of Bermuda Beach on Pabst Road, at Highway 3005 on or before July 1, 2007. Marquette agrees to continue to maintain said property in a neat and orderly manner and pay BBIC $100.00 per month on the first day of each month to maintain such entrance way.

9. BBIC and Marquette will cooperate to encourage the City of Galveston to find a permanent solution for lack of drainage of rainwater in Bermuda Beach Subdivision.

10. It is further agreed by the parties that these agreements will be binding upon Marquette and all lot owners between Highway 3005 and the northern most boundary of Bermuda Beach Subdivision to include their heirs, successors and assigns.

11. BBIC agrees that the proposed development by Marquette Land Investments, LLC adjacent to Bermuda Beach Subdivision, both on the north side and the west side would be in the best interest and benefit of Bermuda Beach Subdivision.

12. A member of the Board of Directors of BBIC will be present at the June 19th Planning Commission hearing and will express that they met with the Developer on several occasions and that they were given the necessary reassurances regarding a "friendly neighbor collaboration plan" regarding this new development and that the Board unanimously voted in favor of the Development and recommends its approval. A member will also appear at the subsequent City Council meeting where the preliminary plat will be presented and support its approval.
13. Conditions Precedent. Performance by BBIC of its obligations and duties hereunder is conditioned upon Marquette fully performing all of its obligations and duties hereunder. Any failure of Marquette to fully perform all of its obligations and duties hereunder shall relieve BBIC of its obligations and duties hereunder.

14. Headings and Definitions. The descriptive headings of the paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

15. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter contained in this Agreement.

16. Amendment and Waiver. This Agreement may not be amended except by a writing signed by all parties nor shall observance of any term of this Agreement be waived except with the written consent of all parties.

17. Governing Law. This Agreement shall be governed and construed as to interpretation, enforcement, validity, construction, effect and in all other respects by the laws, statutes and decisions of the State of Texas.

18. Severability. All provisions contained in this Agreement are severable and the invalidity or unenforceability of any provision shall not affect or impair the validity or

enforceability of the remaining provisions of this Agreement.

MARQUETTE GALVESTON INVESTMENT, LTD

BERMUDA BEACH IMPROVEMENT COMMITTEE

Name: Howard A. Lang, Jr.
Title: President