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~ Prudential ~ Prudential Securities Incor orated P advisors; cost of printing and distributing the Preliminary and Final Official Statements; expenses of publication, advertising and informational materials and meetings, fiscal agent, bond trustee and registraz fees, as applicable and other similar issuance expenses. 7. Compensation - PSI will be compensated for its services, including its expenses, from the proceeds of the COPs, or some other source, with payment contingent upon the successful sale and delivery of the COPs. The actual fee will be a percentage of the aggregate principal amount of the COPs (the "Fee"). Depending on the use of credit enhancement, the expected and maximum fee would range from $5.90 to $6.68 per $1,000 par value of COPs. Of this amount, compensation for a management fee shall be fixed at $0.40 per $1,000. The parties will consider the purchase of bond insurance as a means of credit enhancement. Such insurance will be purchased by Borrower if the parties mutually agree that such insurance is beneficial based on a cost/benefit analysis. 8. Term of the Agreement - This Agreement will commence upon execution by both parties and continue in full force and effect until the Project financing is complete or until the Bonower formally abandons the Project, unless previously terminated by PSI, by providing written notice to the Bonower of such termination 30 days in advance of its taking effect. 9. Indemnification - PSI shall defend, indemnify and hold the Borrower hazmless, and their respective officers, agents and employees, from damages arising out of any untrue statements made or omissions of material fact that make statements misleading in light of the circumstances under which the statements are made provided by PSI specifically for inclusion in the underwriting section of the disclosure documents. Borrower shall defend, indemnify and hold harmless PSI, and their respective officers, agents and employees, from damages arising out tortious acts, subject to the limitations and conditions of the Oregon Tort Claims Act, ORS 30.260 through 30.300, and the Oregon Constitution, Article XI, Section 10. With respect to Borrower, tortious acts shall include untrue statements made or omissions of material fact that make statements misleading in light of the circumstances under which the statements were made. 10. Notices - All notices provided for under this Agreement must be delivered personally or sent by registered or certified mail, postage prepaid to the following: To PSI: John C. Moore To Borrower: Mr. Billy Wasson Managing Director Courthouse Square Coordinator Prudential Securities Inc. Marion County 1201 Third Avenue, Suite 5350 4040 Aumsville Highway S.E. Seattle, Washington 98101 Salem, Oregon 97301 11. ModificaHon - T'his Agreement cannot be changed or modified except in writing, consented to by both parties. -3-