RECE~VED

CLERK’S OFFICE

JAN

30

200’f

BEFORE THE ILLINOIS POLLUTION CONTROL~~j~d

PEOPLE OF THE STATE OF ILLINOIS,

)

)

Plaintiff,

)

)

Case No. PCB 04-84

)

PARAMOUNT DEVELOPERS, INC.,

)

An Illinois Corporation

)

)

Defendant.

)

)

NOTICE OF FILING

TO:

See attached Service List.

PLEASE

TAKE NOTICE that on

January

26,

2004,

we filed with

the Illinois

Pollution

Control Board,

Illinois, the DEFENDANT’S ANSWER a copy of which is

attached here

to and herewith served upon you.

Attorney for Defendant

Kim R. Denkewalter

Denkewalter & Angelo

5215

Old Orchard Road,

Suite 1010

Skokie, Illinois 60077

(847) 583-2244

---

SERVICE LIST

Joel Sternstein

Assistant Attorney General

Environmental Bureau North

188 W. Randolph Street, 20t~I

Floor

Chicago, IL 60601

(312) 814-6986

(312) 814-2347 (fax)

istemstein@atg.state.il.us

Charles Gunnarson, Esq;

Illinois Environmental Protection Agency

1021

North Grand Avenue East

P.O. Box 19276

Springfield, IL 62794-9276

(217) 782-5544

Deborah Smith

Assistant State’s Attorney

Civil Bureau

505 N. County Farm

Road

Wheaton,IL 60187

Bradley Halloran

Illinois Pollution Contact Board

James

R. Thompson Center, Suite

11-500

100W. Randolph St.

Chicago, IL 60601

---

CLERK’S OFACE

BEFORE

THE ILLINOIS POLLUTION CONTROL

STATE

OF ILLINOIS

Pollution

Control Board

PEOPLE OF THE STATE OF ILLINOIS,

)

)

)

Complainant,

)

)

Case No. PCB 04-84

)

PARAMOUNT DEVELOPERS, INC.,

)

An Illinois Corporation

)

)

Respondent.

)

)

ANSWER

NOW

COMES

the

Defendant,

PARAMOUNT

DEVELOPERS,

INC.,

by

and

through

its

attorneys, Denkewalter &

Angelo, and Answers:

1.

Defendant admits

who is bringing the Complaint.

2.

Defendant admits allegations in Paragraph 2.

3.

Defendant believes that Plaintiff letter referenced in Paragraph 3 addressed to

Charles Allenson who was not employed by

Defendant at the time of the letter.

4.

Defendant’s Kim R.

Denkewalter contacted the EPA after receipt of the letter

referenced and informed the EPA that Defendant Paramount Developers, Inc. no

longer had any interest in the property in question due to a Settlement Agreement

and Quit Claim Deed dated October

11, 2000 (attached as Exhibit 1).

5.

Defendant admits allegations in Paragraph 5.

6.

Defendant denies building the residential homes at the site except for three model

homes which are not completed and states that all single family

residences are

being constmcted by others since the Settlement for October 11, 2000.

1

---

7.

That as ofJuly

19, 2001, Paramount Developers, Inc. no longer controls that area

near the waterways, therefore Paramount Developers, Inc. denies the allegations.

8.

That at the time claimed, Paramount Developers, Inc.

was not in control of the

land upon which the fencing should have been located.

9.

That at the time ofthe Complaint, Paramount Developers, Inc. was not in control

ofthe area that needed the erosion control.

10.

That on May 9, 2002 Paramount Developers, Inc. was not in control and did not

install any fencing at all.

11.

That on May 12, 2003, Paramount Developers, Inc. has ceased operating as a

company had no employees and

did no work.

12.

That Paramount Developers, Inc. never controlled the area since October 2000.

13.

Defendant admits the definition.

14.

Defendant admits the definition.

15.

Defendant admits qualifying as a person under the statute.

16.

Defendant admits the definition.

17.

Defendant denies that those terms are included in the previous definition.

18.

Defendant admits the definition.

19.

Defendant denies having any interest in the property as ofthe date of the statute

(see Exhibit

1).

20.

Defendant admits the definition.

21.

Defendant denies allowing any discharge as ofthe date ofthe statute.

WHEREFORE Defendant Paramount Developers, Inc.

1.

Denies any

liability for anything alleged taking place after the date of the

Settlement Agreement in Exhibit I.

2.

Denies the applicability ofany statute dated after the October

11, 2000 date ofthe

Settlement Agreement.

2

---

COUNT II

Defendant Paramount Developers, Inc.

states:

1.

Admits that the Complaint is on behalfofThe People ofIllinois

2.

•

Denies the applicability of suing based upon a law dated after any infraction

which would by definition be “Ex Post Facto”and unconstitutional.

3-17.

Defendant incorporated its answers by reference.

18.

Defendant admits the allegation in Paragraph 18.

19.

Paramount denies liability based upon the date ofthe statute.

WHEREFORE Paramount Developers prays that Count II be dismissed.

COUNT

III

1-19.

Defendant restates and incorporates by reference those answers.

20.

Defendant admits the definition.

21.

Defendant admits receiving the application but turned over all construction

responsibility as of October

11, 2000.

22.

ThatParamount turned over all responsibility to Hinsbrook Bank &

Trust under

Trust 98-076 (and their subcontractor Adcock Construction

Inc.) pursuant to the

Settlement Agreement.

23.

Defendant Paramount Developers, Inc. monitored the site up until October 11,

2000 and failed to monitor after the Settlement Agreement because Paramount

Developers, Inc. no longer had any interest in the property bordering the water.

24.

Defendant Paramount Developers, Inc. admits not installing adequate storm

drains as it had assigned its rights to the aforementioned Hinsbrook Trust.

25.

Defendant Paramount Developers, Inc.

admits it never filed lONliut denies

responsibility for the filings.

26.

Defendant had no knowledge ofthe Water Pollution regulation.

27.

Defendant admits to failing to file ION but denies responsibility after October

11,

2000.

3

---

28.

Defendant admits the allegations in Paragraph 28.

29.

Defendant denies liability based upon statutes that are effective after the date of

termination of interest.

WHEREFORE Defendant Paramount Developers, Inc. requests

that Count III be dismissed on

a

re-plead to

include the proper party Defendant.

COUNT IV

1-20.

Defendant restates and incorporators

its previous answer by reference.

21.

Defendant admits the definition.

22.

Defendant admits the definition.

23.

Defendant admits the definition.

24.

Defendant lacks knowledge to

answer Paragraph 24.

25.

Defendant denies allegation ofParagraph

25.

26.

Defendant denies any violation prior to October

11,

2000.

27.

Defendant denies applicability

ofthe 2002 statute.

WHEREFORE:

1.

Defendant asks that this matter be dismissed except as to matters prior to October

11,2000.

2.

Defendant is no longer an active company so it has ceased to

violate any

administrative regulations:

3.

Defendant requests that the People request for damages be dismissed.

Denkewalter & Angelo

5215 Old Orchard Rd., Suite

1010

Skokie, Illinois 60077

(847) 583-2244

Cook County Atty. Code: 20430

PARAMOUNT DEVELOPE

S, INC.

Defen~(~~Ae~

Defendant

s Attorney

4

---

SETTLEMENT

AGREEMENT AND

AGREEMENT

OF PURCHASE AND SALE

This Settlement Agreement and Agreement ofPurchase and Sale(the “Agreement”) is made

as ofthis

J~

day of October, 2000,

by

and between

HINSBROOK BANK AND TRUST,

not

personally but solely as Trustee under

a Trust

Agreement dated November

5,

1998 and known as

Trust No. 98-076 (the “Seller”)

and

THE HOMES AT RIVERBEND

LLC,

an

Illinois

limited

liability company (the “Purchaser”).

RECITALS

A.

Pursuant to that certainAgreement ofPurchase and Sale (“Prior Agreement”) by and

between Seller and Purchaser dated as ofJune 29,

1999, Purchaser agreed to

purchase and Seller

agreed to sell certain real estate located in Lisle,

Illinois, as more particularly

described therein.

B.

Pursuant to thePrior Agreement, Purchaser and Seller arejoint declarants as set forth

in

the River

Bend

Master Property

Owners’

Association Declaration of Covenants,

Condition,

Restrictions and

Easements (the “Master Declaration”) dated as ofAugust

17,

1999, and recorded

in

the office ofthe Du Page County

Recorder on August 31,

1999,

as document

number Rl999

-

188830.

C.

TheMaster Declaration submits certainrealproperty legally describedon theattached

Exhibit A (the “Property”) to certain covenants, conditions, restrictions and easements,

all

as set

forth in the Master Declaration.

D.

A disputehas

arisen

between

the parties regarding the satisfactory performance of

each party’s obligations under the Prior Agreement.

E.

On August 15, 2000, Purchaser filed a Verified Complaint in the Circuit Court ofthe

Eighteenth Judicial Circuit in Du Page

County, Illinois, against Seller and the following entities or

persons (collectively, “Seller Affiliates”): Hatch Farm Partners, Hatch Farm Project, Inc., Spinning

Wheel

Associates,

Ltd.,

Li-Su L.

Tan,

Joseph

Chang,

and

Martin Wei

(such complaint

and

all

matters related thereto is hereinafter referred to as the “Litigation”).

F.

Purchaser

and Seller desire

to settle all

claims (including any

claims related to the

Litigation), to reinstate the Prior Agreement, solely on the terms and conditions set forth herein; and

to

facilitate the sale

by

Seller to

Purchaser of 18

improved town

home

lots

identified

as lots 44

through

59

and

lots

61

and

62

on

the site plan attached Exhibit

B

(each

such lot

is

hereinafter

referred to

individually as a “Lot”) within the Property.

NOW TI-JEREFORE, in consideration of the mutual

covenants herein contained, and for

othergood and valuable consideration,the receiptand sufficiency ofwhich is hereby acknowledged,

Seller and Purchaser agree as follows.

1.

Incorporation

of

Recitals.

The

foregoing

Recitals

are

incorporated

herein

by

reference.

---

2.

Termination of Prior Agreement~

Mutual Release.

A.

The Prior Agreement is terminated and shall be ofno

further effect.

B.

Purchaser foritself, and its present legal representatives, successors, assigns, agents,

employees, officers,

directors, predecessors

in

interest, and

all persons acting by or

through them (collectively, the “Purchaser Releasors”) hereby releases and

forever

discharges Seller,

Seller’s

Affiliates,

and

their respective

past

and

present legal

representatives,

successors,

assigns,

agents,

employees,

officers,

directors,

predecessors in interest, and all persons acting by or through them (collectively, the

‘Seller

Releasees”),

of and

from

any

and

all

actions,

inactions,

or grounds

for

complaint and ofany cause orcauses ofaction, in law orin equity,

suits, debts, liens,

contracts,

agreements,

promises,

liability,

including

all

direct

and/or

indirect

liabilities (and

vicarious

liability),

claims

or demands of any

nature whatsoever,

known or unknown, fixed or contingent of which the Purchaser Releasors, or any of

them, now or may hereafter have against the Seller Releasees,

or any of them,

by

reason ofany matter, cause, or thing whatsoever from the beginning of time to

and

including the date ofthe execution hereof, whether under the Prior Agreement or

otherwise; provided, however, that this release shall not apply to any claims arising

from a breach ofor misrepresentation under the provisions ofthis Agreement.

The

covenants ofthis paragraph shall not merge, and shall survive Closing ortermination

of this Agreement.

C.

Seller for itself,

and

its

present

legal

representatives,

successors,

assigns, agents,

employees, officers, directors, predecessors in interest,

and all persons acting by or

through

them

(collectively,

the

“Seller

Releasors”)

hereby releases

and

forever

discharges

Purchaser,

and

its

respective

past

and

present

legal

representatives,

successors, assigns, agents, employees,

officers, directors, predecessors

in interest,

and all persons acting by or through them (collectively, the “PurchaserReleasees”),

of and from any and all actions, inactions, orgrounds forcomplaint and of any cause

or causes

of action,

in

law or in

equity,

suits, debts,

liens, contracts,

agreements,

promises,

liability,

including

all

direct

and/or

indirect

liabilities

(and

vicarious

liability), claims ordemands of any nature whatsoever, known or unknown, fixed or

contingent ofwhich the Seller Releasors, or any ofthem, now or may hereafterhave

against the Purchaser Releasees, or any of them, by reason of any matter, cause, or

thing

whatsoever

from

the beginning of time

to

and

including

the date of the

execution

hereof,

whether

under

the

Prior

Agreement

or

otherwise;

provided,

however, that this release shall not

apply to any claims arising from a breach ofor

misrepresentation under

the provisions of this Agreement.

The covenants of this

paragraph

shall

not

merge,

and

shall

survive

Closing

or

termination

of this

Agreement.

D.

Concurrent

with

the

execution

hereof,

Seller

and

Purchaser

shall

execute

and

Purchaser shall causeto be filed in the circuit court ofthe Eighteenth Judicial Circuit

R:\44640\39320\Settiement

Agreement (ex).wpd

2

---

a stipulation to dismiss with prejudice the Verified Complaint filed by Purchaser in

Case

Number

00

CH 00993,

and

Purchaser

shall

cause

said

complaint

and

the

Litigation to

be dismissed with prejudice.

E.

Concurrent with the

initial Closing

(as set

forth below),

Purchaser shall

convey to

SellerLots~and

YL

(the “Single Family Lots”), which are located on the Property

~

but withinthe areadesignated on the Plat for constructionofsinglefamily homes and

which Purchaser

acquired under the Prior

Agreement.

Title of such Single Family

Lots shall be in the same condition as ofthe date on which Purchaser acquired such

lots.

Seller shall credit the amount of

$~,

o~c,

against the Purchaser Price (as

hereinafter defined) paid

for the

Lots

purchased at the

initial

Closing

under

this

Agreement.

3.

Sale ofLots.

On or beforeNovember 3 2000, Seller shall sell the Lots to Purchaser,

subject to the following terms, conditions, covenants, and warranties:

A.

Purchase

Price.

The purchase price (“Purchase Price”) for each Lot is set forth the

Schedule of Lots

and

Closing

Dates

attached hereto as Exhibit

C.

After

the first

Closing, the Purchase Price shall be adjusted upwarcLby an amount equal to any cost

overruns, or downward by an amount equal to any cost savings, realized by Seller in

the development and construction ofthe site improvements in

connection with (i)

Four Lakes Drive,

(ii) the lakeside retaining wall, and (iii) the storm water retention

area outfall

structure,

which

amounts shall

be

determined by

Seller and

shall

be

credited or charged to Selleron a per lot, pro rata basis atthe time ofeach succeeding

subsequent

closing.

Attached

hereto

as

Exhibit

T,

is

a

schedule

comparing

Cumulative Totals which would have been payable under the Prior Agreement with

Cumulative Totals which will be payable under this Agreement.

On the first day of

each month, commencing November 1, 2000, the Purchase Price for the next Lot or

•

Lots to be purchased under this Agreement shall be adjusted upward

by an amount

equal to

one percent (1)

ofthe difference, if any, between the Cumulative Totals

which

would

have

been payable

under the Prior

Agreement

and

the

Cumulative

Totals actually paid under this

Agreement.

B.

Earnest Money.

(i)

At the time ofeach Closing,

Purchaser shall pay to

Seller an amount equal

to ten percent (10)

of the gross aggregate purchase price ofthe Lots being

conveyed atsuch Closing (the “Earnest Money”), which sufri shallbe heldby

Seller as earnest money for subsequent closings.

The EarnestMoney may be

commingled with other funds of Seller, and no interest shall be payable with

respect thereto.

The Earnest Money is

non-refundable if Purchaser fails

to

close at

any

Closing

or if this

Agreement

is

terminated

without

fault

by

Seller.

R:\44640\39320\Settlement Agreement

(cx).

wpd

3

---

(ii)

Seller

has

received

and

retained

the

amount

of $133,000,

which

Seller

received as earnest money under the Prior Agreement.

At the final Closing,

Seller shall credit the amount of$ 133,000 and all other Earnest Money paid

pursuant to this Agreement

against the Purchaser Price payable at the final

Closing.

(iii)

Notwithstanding the foregoing, the amount ofEarnestMoney shall at no time

exceed the amount

of $250,000.

C.

Method of Closing.

(i)

The first closing hereunder shall occur on or before November 3, 2000.

Each

subsequent Closing

shall

occur through an

escrow (the “Escrow”) at Title

Services, Inc., Wheaton, Illinois (the “Title Company”) on fifteen (15) days

prior written notice from Purchaser to Seller and no

later than the dates set

forth on the attached Exhibit

C.

(ii)

At each Closing, Seller shall deliver or cause to be

delivered to Purchaser

through the Escrow:

(a)

a standard form of Trustee’s Deed

(the “Deed”)

in

proper statutory

form for recording, which shall be duly executed and acknowledged

by Seller so as

to convey to Purchaser fee simple absolute title to the

Property,

subject

only

to

the

Permitted

Exceptions

(hereinafter

defined);

(b)

a

disclosure

document,

if required under

the Illinois

Responsible

Property

Transfer Act;

(c)

FIRPTA affidavit; and

(d)

such

other documents

and

agreements

as

are

required

under

this

Agreement

(iii)

At

each

Closing,

Purchaser

shall

deliver

to

Seller

all

of

the

deliveries

provided for in

this Agreement including, without limitation:

(a)

the Purchase Price, as adjusted for prorations, and all other sums due

and payable under this Agreement;

(b)

such other documents as are required under this Agreement.

(iv)

EachClosing shall be a “NewYork style” closing, whereby Seller shallcause

the Title Company to deliver to Purchaser simultaneously with Purchaser’s

delivery ofthe Purchase Price to Seller in accordance with the requirements

R:\44640\39320\Settlement Agreement (ex).wpd

4

(‘c)S~\~

---

of

this

Agreement,

commitments

(dated

as

of the

Cl osing

Date

and

reflecting Purchaser

or its

designee

as

fee simple

title holder)

to

issue

an

ALTA StandardForm

Owner’s Policy, in the amount ofPurchaser Price(the

“Title Policy”) or a commitment to endorse

the Title Policy to increase

the

insured amount

by the Purchaser Price paid at such Closing and

to

amend

Schedule A ofthe Title Policy to

include the Lots conveyed at such Closing.

Seller shall deliver possession to

Purchaser

at Closing

and

any

additional

costs due to the NewYork styleclosing including gap coverage, shall be paid

by

the Purchaser.

(v)

Seller shall

pay title premiums incurred for the issuance ofthe Title Policy

and any State and County transfertaxes.

Purchaser shall pay for all recording

fees,

all

endorsements

to

the

Title

Policy,

all

costs

associated

with

Purchaser’s pre-closing investigation, any municipal transfer taxes, and any

costs

or

expenses

incurred

in

connection with

any

financing

obtained

by

Purchaser.

4.

Condition ofProperty~Seller’s Completion of Site Improvements.

By

execution

hereof, Purchaser acknowledges that it has had an opportunity to visit the Lots and to conduct such

inspections, testings,

and reviews as it deems relevant to determine the condition of the Lots.

By

accepting title ofeach Lotat each Closing, Purchaser agrees to accept such Lot in “AS/IS” condition

at each Closing;

subject to

Seller’s satisfactory

and

timely completion

of the site improvements

described in the attached Exhibit E hereto.

Purchaser and Seller have appointed Spaceco Engineering, 9575 West Higgins Road,

Suite

700,

Rosemnont, Illinois (“Spaceco”), to inspect and review the satisfactory and timely completion

ofthe site improvements more particularly described in Exhibit

E.

The determination of Spaceco

regarding Seller’s satisfactory completion of this condition

shall

be

binding upon the parties and

shall not be

subject to judicial

review.

5.

Title and Survey.

A.

Purchaser has inspected title of Property and shall accept title of each Lot at each

Closing subject to

the following (the

“Permitted Exceptions”):

(i)

all matters set

forth on Schedule B

II ofthe title commitment no.

l13788c

issued by the Title Company, a copy of which is attached hereto as Exhibit

D;

(ii)

all matters created by,

through or under any acts or omissions of Purchaser~

(iii)

an easement or easements reserved in the Deed for the benefit ofany of the

Property retained by

Seller, and any

other covenants provided for herein;

R:\44640\39320\Settlernent Agreement (ex).wpd

5

\

---

(iv)

the

Master

Declaration,

the Townhouse

Declaration and

the

Party

Wall

Agreement;

(v)

Real estate taxes and assessments for 1999 and subsequent years;

and

(vi)

any other exceptions that Purchaser agrees to in writing or is deemed to be a

Permitted Exception pursuant to Section

5

(B) below.

B.

Prior

to

each

Closing,

Seller

shall

order

a

later

date

endorsement

to

the

Title

Commitment.

Upon receipt of such later date, any title exception set forth therein

which is not a Permitted Exception under Section

5(A)

above shall be deemed to be

a

Permitted

Exception,

unless

Purchaser

notifies

Seller

in

writing

of Purchaser’s

objection within five

(5)

days

after receipt ofthe later date endorsement.

Purchaser

may not object to

any title matter unless

such title matter materially

and

adversely

affects the ability ofthe

Purchaser to

develop, construct or sell townhomes

on the

Lots.

Seller

shall

have

a

reasonable

opportunity

to

cure

any

unpermitted

title

exception; provided however that Seller’s failure to cure shall not be deemed to be an

event of default,

and

in

such

event,

Purchaser

may

elect

either

(i)

to

waive the

objection and close, or (ii) terminate

this

Agreement

without penalty

to

Seller,

in

which event Earnest Money shallbe returned to Purchaser, or (iii) to not close on any

Lot having an

easement or

encumbrance unknown

or

unidentified as of the date

hereof.

C.

Purchaser acknowledges that it is responsible for ordering and obtaining

copies of

individual surveys for each of the

Lots prepared by

Spaceco Engineers at Seller’s

expense.

Purchaser shall deposit two original copies ofeach survey in escrow with

the Title Company, and at the time ofClosing, one original copy shall be delivered to

Seller and

one

to

the

Title

Company.

Purchaser

has

reviewed each

Survey,

and

waives any objections thereto.

6.

Taxes. Purchaser shallpay all real estate taxesand assessments for the Lots, including

any taxes accruing forthe calenderyear 1999.

Thereshall be no prorations at any Closing ofthe Lots,

except that Seller shall credit Purchaser for Seller’s portion ofthe

1999 real estate taxes attributable

to common areas as defined in the Master Declaration within the Property.

Purchaser agrees to make

all

such tax and

assessment payments promptly,

and such taxes or assessments which are due

and

payable

at the time ofany Closing

shall be paid at the time thereof.

7.

Purchaser’s Representations,

Warranties, and Covenants.

A.

Purchaser is a limited liability company duly

organized and

in good

standing under

the laws of the

State

of Illinois.

Purchaser has full power and authority

to

execute

and deliver this Agreement and all other documents now or hereafter to be executed

and delivered by Purchaserpursuant to this Agreement (“Purchaser’s Documents”)and

to perform all obligations arising under this

Agreement and Purchaser Documents,

R:\44640\39320\Settlement Agreement (ex).wpd

6

---

B.

This

Agreement

and

Purchaser’s

Documents

are,

the

legal,

valid

and

binding

obligations

of Purchaser,

enforceable

in

accordance with

their respective

terms,

covenants

and

conditions,

subject

to

bankruptcy,

insolvency,

reorganization.

•

moratorium or similar laws affecting the enforcement of creditors’

rights

generally,

and

except

as may

be

limited

by

applicable

laws, general

equitable principles

or

judicial

decisions

which may qualify,

limit or produce

certain rights,

remedies

or

provisions contained in

this Agreement or the Purchaser’s Documents.

C.

The execution and delivery ofthis Agreement and the Purchaser’s

Document do not,

and the consummation ofthe transactions contemplated hereby

shall not contravene

any

provision of the articles of organization Or operation agreement of Purchaser or

any judgment order, decree, writ or injunction or any provision ofany existing law or

regulation, by which Purchaser is bound.

D.

Other than that ofPurchaser’s mortgage lender, no consent or approval ofany third

party is required to permit Purchaser to complete the transaction contemplated by this

Agreement.

E.

No undisclosedlitigation, governmental investigation or other proceeding is pending

or, to the best knowledgeofPurchaser upon due inquiry, threatenedagainst or relating

to

the transactions contemplated by this Agreement.

F.

Purchaser

acknowledges

that

title of all

improvements

constructed

in

or

on

the

common

areas of Property shall remain with Seller until such time as the common

areas ofthe Property are conveyed to the master association in accordance with the

Master Declaration.

Purchaser hereby waives any

and all right, title and

interest in

any

and

all

such improvements

and

any

claim for

payment or reimbursement

in

connection

therewith,

except

for the

price reduction

provided

in

paragraph

3(A)

above.

G.

Purchaser shall indemnify, defendand hold Seller, its beneficiaries, agents, principals,

employees, and successors and assigns, and the Property,

harmless from and against

any

and

all

losses,

costs,

claims,

expenses,

liens,

damages, judgments

and

fees

(including attorneys fees and costs) arising out ofor resulting in any way from claims

and demands relating to the construction or development activities ofPurchaser, its

employees,

contractors or agents on any portion of the Property and hereby releases

Seller and its beneficiaries from any and all such matters.

H.

Purchaser shall be solely responsiblefor themaintenance, repair, and replacement•arid

insurance ofall ofthe common areas ofthe Property, withoutregard to the occurrence

of Closings,

at

all

times

prior

to

the

conveyance

of such

common

areas

to

the

appropriate homeowner’s association.

It shall be

a condition precedent to

Seller’s obligation to

perform any obligation

hereunder that

all

ofthe foregoing representations and warranties be and remain true on date ofeach Closing.

R:\44640\39320\Settlement Agreement (ex)wpd

7

---

8.

Seller’s

Representation

and

Warranties.

Seller

represents

and

warrants,

which

representations and warranties shall be deemed to continue to the date of each Closing, unless Seller

notifies Purchaser of any

changes, to

Purchaser as follows:

A.

Selleris a duly formed Illinois landtrust and has beenduly directedto execute

and

deliver this Agreement.

B.

Sellerhas full power and authority to execute and deliver this Agreement and

all

other documents now

or hereafter

to

be

executed

and

delivered

by

it

pursuant

to

this

Agreement

(“Seller’s

Documents”)

and

to

perform

all

obligations arising under this Agreement and Seller’s

Documents.

C.

This Agreement constitutes, and Seller’s Documents will each constitute, the

legal,

valid and binding obligations ofSeller, enforceable in accordance with

their

respective

terms,

subject

to

bankruptcy,

insolvency,

reorganization,

moratorium or

similar

laws affecting

the enforcement

or creditors’

rights

generally

and

except as may

be

limited

by

applicable

laws, general

equity

principles or judicial

decisions which may qualify, limit or preclude

certain

right, remedies

or provisions

contained

in

this

Agreement

and/or Seller’s

Documents.

•

D.

The execution and deliver ofthis Agreement and Seller’s Documents do not,

and

the

consummation of the transactions

contemplated hereby

shall

not,

contravene any provision of the Trust Agreement.

E.

No

consent

or approval of any

third party

is

required

to

permit

Seller to

consummate the

transactions

contemplated by

this

Agreement,

other than

approval of Seller’s beneficiaries, which has been given.

F.

There

shall be

no

parties

in

possession of any

portion of the Property

at

Closing, other than the Seller.

G.

There

are

no

pending

or,

to

the

best

of Seller’s

knowledge,

threatened

condemnation or eminent domain proceedings affecting the Property or any

part thereof,

H.

There

is

no

suit,

proceeding

of litigation

pending,

or

the best of Seller’s

knowledge, threatened against the Seller or the Property.

I.

Other than contemplated

by this

Agreement, there are no

pending, or to the

best of Seller’s

knowledge,

threatened, proceedings for the rezoning of the

Property or any portion thereof

Seller has not received written notice of and

has no

knowledge

of any

incurred violation

of any

zoning,

subdivision,

environmental, hazardous waste, building

code, health,

fire, safety or other

R:\44640\39320\Settlement Agreement (ex).wpd

8

---

law, order or regulation with respect to the maintenance, operation or use of

the Property.

IT,

subsequent

to

the date of this

Agreement

and

prior

to

the

first

Closing

a

change in

facts

or

circumstances occurs which make Paragraphs (a)-(i) ofSeller’s representations or warranties untrue

in any

material and adverse respect which would prevent or materially impair the use ofthe Property

for residential development then Purchaser

may elect to

terminate this Agreement if Seller cannot

correct such defects within thirty (30) days of notice,

which must

be given within ten (10) days of

Purchaser learning ofany such defect, whereupon the Earnest Money shall promptly be returned to

Purchaser and upon such refund Seller have no

further liability to

Purchaser hereunder.

9.

Development Covenants;

Remedies.

A.

Organization

of

Town

home

Association.

Prior

to

the

first

Closing,

Seller

and

Purchaser

shall

record

a

declaration

of covenants,

conditions,

restrictions

and

easements

(“Town home Declaration”) against the Lots and any lots

in the Property

currently

owned by

Purchaser

on

which Purchaser

intends

to

develop townhornes

(such

lots

being

referred

to

as

the

“Town

home

Property”).

The

Town

home

Declaration shallprovide, in part, for the organization ofan association ofthe owners

ofthe town home dwelling units, for common areaeasements amongthe Town home

Property,

and

for rules

and regulations relating to use and enjoyment of the Town

home Property.

The Town home Declaration shall be subject and subordinate to the

Master Declaration, and shall further provide that Purchaser surrenders and transfers

any and

all rights as a Declarant under either the Master Declaration or Town home

Declaration

to

Seller,

and

shall

provide

that

Seller

shall

be

authorized,

as

sole

declarant, to

sign any

plats, corrections,

amendments of the Master Declaration or

amendments ofthe Townhome Declarationon behalfofPurchaser and Seller, and any

mortgagee, as may be

necessary.

B.

Reconveyance.

Purchaser has deposited in the Escrow an executed, recordable quit

claim deed for each Lot (each such quit claim deed

is

referred

to

individually

as a

“Reconveyance

Deed”), conveying title of each Lot

to

Seller.

If Purchaser

is

in

default of any

provision

of this

Agreement

or the

Master

Declaration, Seller

may

unilaterally direct the Title Company to release all Reconveyance Deeds held by the

Title Company pursuant to this Agreement to Seller for immediate recording.

Upon

disbursementofSeller’sproceeds ateachClosing, theTitle Company shallbe deemed

authorized to

release the Reconveyance Deeds held in

escrow for only

those Lots

which were sold at such Closing.

C.

Remedies.

IfPurchaser fails to perform any obligation hereunder, including without

limitation, fails to

timely close at any scheduled closing set forth on Exhibit

C, then

in addition to any other right or remedy ofSeller set forth herein,

(1) this Agreement

shall terminate

automatically

and

without notice; and

(2) Purchaser

shall

have

no

further right to acquire any more Lots within the Property; and (3) Seller shall retain,

R:\44640\39320\Settlement Agreement (ex).wpd

9

---

as liquidated

damages,

all

Earnest Money held

by

Seller pursuant to

Section

3(B)

herein.

10.

Notices.

Notices hereunder shall be deemed properly delivered when and

i rpersonally

delivered, or deposited for overnight delivery with Federal Express or comparable express delivery

system or three(3)business daysafter deposited in he U.S. Mail, by registered or certified mail, return

receipt requested, postage prepaid, to

the parties as set

forth below.

If to Purchaser:

Kim R. Denkewalter

c/o Paramount Developers

•

790 Frontage Road

Northfield, Illinois

60093

If to

Seller:

David M. Froberg

Spinning Wheel

Associates

906 Lacey Avenue, Suite 203

Lisle, Illinois 60532

Forpurposes ofdelivering notices hereunder, the attorneys for Purchaser may directly contact

Seller, and theattorneys for Seller may directly contactPurchaser.

The respectiveattorneys for Seller

and Purchaser are hereby authorized to give any notice pursuant to this Agreement on behalf oftheir

respective clients.

Each ofthe parties hereto may,

by notice aforesaid, designate a different address

or addresses for notices intended for it.

11.

Brokers.

EachofSellerand Purchaser hereby representsand warrants to the otherthat

it

has

not

hired,

retained

or dealt

with

any

real

state

broker,

firm,

salesman,

finder

or

other

intermediary

in

connection with

the

transactions

contemplated

by

this

Agreement.

Seller and

Purchaser shall agree to

defend, indemnify

and hold each other harmless from and against any and

all

claims

for brokerage fees or other commissions

which may at any time

be asserted against the

indemnified

party

founded

upon

a

claim that

the aforesaid

representation and

warranty

of the

indemnifying party together with any and all losses, damages, costs and expense (including,

without

limitation, reasonable attorneys’ fees and disbursements and court costs) relating to claims orarising

therefrom

or

incurred

by

the

indemnified

party

in

connection

with

the

enforcement

of

this

indemnification provision.

The

terms

of this

Paragraph

10

shall

survive

the

Closing

or

the

termination ofthis Agreement,

and shall not merge.

12.

Miscellaneous.

-

A.

Applicable Laws.

This Agreement and all questions of interpretation, construction

and

enforcement hereof,

and

all

controversies hereunder,

shall

be governed

by

the

applicable

statutory and

common law ofthe State ofIllinois.

B.

Partial Invalidity.

In the even any term or provisions ofthis Agreement shall be held

•

illegal,

unenforceable

or

inoperative

a

matter

of

law,

the

remaining

terms

and

R:\44640\39320\Settlement Agreement (ex).wpd

10

---

provisions of this

Agreement shall not be

affected thereby, but each such term and

provision all be valid and shall remain in

full force and effect.

C.

Successors and Assigns.

This Agreement shall be binding upon and shall inure to the

benefit of~

the successors and

permitted assigns ofthe parties hereto.

D.

Assignment.

Purchaser

shall not assign

all

or any part of its

interests under

this

Agreement other than to a person or entity affiliated with Purchaser, without Seller’s

prior consent. Any permittedassignment shallbe madepursuant to an assignment and

assumption agreement by which the assignee agrees to assume all ofthe Purchaser’s

obligations

under

this

Agreement

and

Purchaser

shall

not

be

released

of

his

obligations herein

E.

Entire

Agreement.

This

Agreement

embodies

the entire

agreement

between

the

parties hereto with respect to the Property and supersedes any and all prior agreements

arid

understandings,

written

or

oral,

formal

or

informal.

Seller

has

made

no

representations or warranties to Purchaser,

except as expressly set forth herein.

No

modifications

or amendments to this Agreement, or any kind,

whatsoever,

shall be

made or claimed by

Seller or Purchaser, and no

notices of any

extension, change,

modification or amendment made or claimed by

Seller or Purchaser, shall have any

force or effect

whatsoever unless

the same shall

be

endorsed in

writing

and

fully

signed by

Seller and Purchaser.

F.

Waiver; Extensions.

No waiver or any breach of any agreement or provision herein

contained shall be deemed a waiver of any proceeding or succeeding breach thereof

or of any other agreement or provision

herein contained.

No extension of time for

performance of any

obligation or acts shall be deemed an extension of the time

for

performance ofany other obligations or acts.

G.

Time.

Whenever the time for performance of any act hereunder falls on a Saturday,.

Sunday or legal holiday, such time shall be

extended to

the next business day.

H.

Counterparts.

This Agreement may be executed in counterparts. each of which shall

be deemed an original and all of which when taken together shall constitute one and

the same instrument.

-

Cumulative Remedies.

Each right and remedy of Seller and Purchaser provided for

in this

Agreement shall be cumulative and shall be in addition to every other right or

remedy provided for in this Agreement and the exercise or beginning

ofthe exercise

by Selleror Purchaser ofany one or more oftherights orremedies provided for in this

Agreement shall not preclude the right or remedies provided for in this Agreement.

J.

Binding Effect.

This Agreement does not constitute an offer to sell or an Agreement

to purchase and shall not bind Seller or Purchaser unless and until eachof Seller and

Purchaser,

in

its

sole

and

unreviewable

discretion

elects

to

be

bound

hereby

by

R~\4464O\3932O\Settlement

Agreement (ex).wpd

11

\~

---

executing

and

unconditionally

delivering

to

the

other

party

hereto

an

original

counterpart hereof

K.

Business Day.

For

all purposes of this Agreement,

“Business Day”

shall mean any

day otherthan a Saturday or Sunday and otherthan a legal holiday celebrated in Joliet.

Illinois.

L.

No Third Party Beneficiaries.

None ofthe provisions ofthis Agreement areintended

to be, nor shall they be construed to

be, for the benefit of any

third party.

M.

Election Requirement.

Whenever this Agreement shall provide for an “election” to

made by Seller or Purchaser, such “election” shall be made in writing and delivered

the other party in the same manner as notices under this Agreement.

N.

No Recording.

This Agreement shall not be recordable,

and ifPurchaser records this

Agreement

or

any

memorandum

thereof,

Purchaser

shall,

without

notice

or

opportunity to

cure, be deemed to

be in

default and

breach ofthis Agreement.

In witness whereof,

Seller and Purchaser have executed this Agreement as of October

LL~

SELLER:

HINSBROOK

BANK

AND

TRUST,

not

personally but solely as Trustee under a Trust

Agreement

dated

November

5,

1998

and

known as Trust No. 98-076

By:

Its:

Ihis

document

is

executed

by

Hinsbrook

Bank &

Trust~

not

personally

but

as

Trustee

as

aforesaid

in

the

exerc~suof

the

power

and

authority

conferred upon

and

vested

in

it

as

such

Trustee,

and

it

is

expressly

understood

and

agreed

by

the

grantee

herein

and

by

evely

peson

now

or

hereafter

claireting

any

right

hereunder

that

nothing

contained

herein

shall

be

construed

as creating

any

liabitit.y

on

Hinsbrook

Bank

&

Trust.

R:\44640\39320\Settlement Agreement (ex).wpd

12

PURCHASER:

THE

HOMES AT RIVERBEND

LLC,

an

Illinois limited

liability company

By:

Its:

~‘(

2000.

(1Th~\~::

---

Legal Description ofthe Property

LOTS

1

THROUGH

65,

INCLUSIVE, AND OUTLOTS “A”

THROUGH “0,” INCLUSIVE,

IN

RIVER

BEND,

BEING

A

RESUBDIVISION

OF

LOT

3

IN

HATCH

FARM,

BEING

A

RESUBDIVISION OF PART OF THE SOUTH HALF OF SECTION

15, TOWNSHIP 38 NORTH,

RANGE

10,

EAST

OF

THE

THIRD

PRINCIPAL

MERIDIAN,

ACCORDING

TO

THE PLAT

THEREOF

RECORDED

JUNE

2,

1999,

AS

DOCUMENT

NUMBER

R1999-l23594,

AND

CERTIFICATE OF

CORRECTION

RECORDED

JUNE

18,

1999

AS

DOCUMENT NUMBER

Rl999

-

136476, IN DUPAGE COUNTY, ILLINOIS.

Io~

R:\44640\39320\Settlement Agreement (ex).wpd

13

---

Take Down

Schedule

-

TOWNHOMES ONLY

Date to

Close

By

Lot

Purchase Price

Overruns

Premiums

Total

1~~\

~

\~

34,000.00

34,000.00

34,000.00

34,000.00

5,635.00

5,635.00

5,635.00

5,635.00

1,750.60

1,750.60

1,750.60

1,750.60

136,000.00

22,540.00

7,002.40

1,750.60

1,750.60

1,750.60

1,750.60

1,750.60

1,750.60

204,000.00

33,810.00

10,503.60

34,000.00

34,000.00

34,000.00

34,000.00

34,000.00

34,000.00

5,635.00

5,635.00

5,635.00

5,635.00

5,635.00

5,635.00

62/1 06

62/107

62/108

62/109

61/1 00

61/1 01

61/1 02

61/103

61/104

61/1 05

56/77

56/78

56/79

56/80

57/81

57/82

57/83

57/84

38,000.00

38,000.00

38,000.00

38,000.00

I

T/H

11/03/00

I

T/H

11/03/00

I

T/H

11/03/00

I

T/H

11/03/00

I

1/H

11/03/00

II

TIH

03/31/01

5,635.00

5,635.00

5,635.00

5,635.00

•

1,750.60

1,750.60

1,750.60

1,750.60

152,000.00

22,540.00

•

7,002.40

38,000.00

5,635.00

1,750.60

38,000.00

5,635.00

1,750.60

38,000.00

5,635.00

1,750.60

38,000.00

5,635.00

1,750.60

152,000.00

22,540.00

7,002.40

165,542.40

248,313.60

181,542.40

181,542.40

272,313.60

226,928.00

58/85

38,000.00

5,635.00

1,750.60

58/86

38,000.00

5,635.00

1,750.60

58/87

38,000.00

5,635.00

•

1,750.60

58/88

38,000.00

5,635.00

•

1,750.60

•

58/89

38,000.00

5,635.00

•

1,750.60

58/90

38,000.00

5,635.00

1,750.60

228,000.00

33,810.00

10,503.60

59/91

38,000.00

5,635.00

1,750.60

59/92

38,000.00

5,635.00

1,750.60

59/93

38,000.00

5,635.00

1,750.60

59/94

38,000.00

5,635.00

•

.

1,750.60

59/95

38,000.00

5,635.00

1,750.60

190,000.00

28,175.00

8,753.00

---

Take Down

Schedule

-

TOWNHOMES ONLY

Date to

Close By

Lot

Purchase Price

Overruns

Premiums

Total

1/H

05/30/01

54/69

42,000.00

5,635.00

1,750.60

54/70

42,000.00

5,635.00

1 ,750.60

54/71

42,000.00

5,635.00

1,750.60

54/72

42,000.00

5,635.00

1,750.60

168,000.00

22,540.00

7,002.40

197,542.40

III

1/H

05/30/01

55/73

42,000.00

5,635.00

1,750.60

55/74

42,000.00

5,635.00

1,750.60

55/75

42,000.00

5,635.00

1,750.60

55/76

42,000.00

5,635.00

1,750.60

168,000.00

22,540.00

7,002.40

197,542.40

IV

1/H

03/31/01

53/65

42,000.00

5,635.00

1,750.60

53/66

42,000.00

5,635.00

1,750.60

53/67

42,000.00

5,635.00

1,750.60

53/68

42,000.00

5,635.00

1,750.60

168,000.00

22,540.00

7,002.40

197,542.40

V

1/H

07/31/01

52/61

42,000.00

5,635.00

•

1,750.60

52/62

42,000.00

5,635.00

1,750.60

52/63

42,000.00

5,635.00

1 ,750.60

52/64

42,000.00

5,635.00

1,750.60

168,000.00

22,540.00

•

7,002.40

197,542.40

V

1/H

07/31/01

51/55

43,000.00

5,635.00

1,750.60

51/56

43,000.00

5,635.00

1,750.60

51/57

43,000.00

5,635.00.

1,750.60

51/58

43,000.00

5,635.00

•

1,750.60

51/59

43,000.00

5,635.00

1,750.60

51/60

43,000.00

5,635.00

1,750.60

•

258,000.00

33,810.00

10,503.60

302,313.60

VI

1/H

09/30/01

50/49

43,000.00

5,635.00

•

1,750.60

50/50

43,000.00

5,635.00

1,750.60

50/51

43,000.00

5,635.00

1,750.60

50/52

43,000.00

5,635.00

1,750.60

50/53

43,000.00

5,635.00

•

1,750.60

50/54

43,000.00

5,635.00

1,750.60

258,000.00

33,810.00

10,503.60

302,313.60

---

Take Down Schedule

-

TOWNHOMES ONLY

Date to

Close By

Lot

Purchase Price

Overruns

Premiums

Total

VII

1/H

11/30/01

49/44

42,000.00

5,635.00

1,750.60

49/45

42,000.00

5,635.00

1,750.60

49/46

42,000.00

5,635.00

1,750.60

49/47

42,000.00

5,635.00

1,750.60

49/48

42,000.00

5,635.00

1,750.60

——

210,000.00

28,175.00

8,753.00

246,928.00

VII

1/H

11/30/01

47/36

42,000.00

5,635.00

1,750.60

47/37

42,000.00

5,635.00

1,750.60

47/38

42,000.00

5,635.00

1,750.60

47/39

42,000.00

5,635.00

1,750.60

168,000.00

22,540.00

7,002.40

197,542.40

VIII

1/H

02/28/02

46/32

42,000.00

5,635.00

1,750.60

46/33

42,000.00

5,635.00

•

1,750.60

46/34

42,000.00

5,635.00

•

•

1 .750.60

46/35

42,000.00

5,635.00

.

1,750.60

168,000.00

22,540.00

7,002.40

197,542.40

VIII

1/H

02/28/02

48/40

39,000.00

5,635.00

1,750.60

48/41

39,000.00

5,635.00

1,750.60

48/42

39,000.00

5,635.00

1,750.60

48/43

39,000.00

5,635.00

•

1,750.60

156,000.00

22,540.00

7,002.40

185,542.40

IX

1/H

04/30/02

44/20

34,000.00

5,635.00

1,750.60

44/21

34,000.00

5,635.00

•

1,750.60

44/22

34,000.00

5,635.00

1,750.60

44/23

34,000.00

5,635.00

1,750.60

44/24

34,000.00

5,635.00

1,750.60

44/25

34,000.00

5,635.00

•

1,750.60

204,000.00

33,810.00

.

10,503.60

248,313.60

IX

1/H

04/30/02

45/26

42,000.00

5,635.00

1,750.60

45/27

42,000.00

5,635.00

•

1,750.60

45/28

42,000.Q0

5,635.00

•

1,750.60

45129

42,000.00

5,635.00

1,750.60

45/30

42,000.00

5,635.00

•

1,750.60

45/31

42,000.00

5,635.00

1,750.60

252,000.00

33,810.00

10,503.60

296,313.60

Total Takedown

4,043,161.60

---

Take Down Schedule

-

TOWNHOMES ONLY

Date to

Close By

Lot

Purchase Price

Overruns

Premiums

Total

Acknowledged:

By:_

By:

---

EXHIBIT E

Schedule of Site Improvements

R:\44640\39320\Settlement

Agreement

(ex).wpd

17

---

1~

o4~

September 19, 2000

Mr. Kim Denkewalter

790 Frontage Road

Northfield,

Iii

60093

Dear Mr. Denkewalter:

Regarding the “items to be completed”

list for the infrastructure

at River Bend,

Lisle, Illinois:

A).

I met with Norm

Swain

(the Project Superintendent)

on

Monday, September 18,

2000.

improvement

to

be

completed was

discussed

and

agreed

upon:

1.

Complete

sewer,

drainage

and

storm

system

along

west

side

of

River

Bend

Drive,

River

Bend

Lane,

River Bend Place and Longwood Drive:

(a).

the construction staking for the completion

of

offsite watermain

on the Tennis

Club property

will be completed by September 28,

(b).

The installation of this offsite main will be

complete by October 13, 2000.

(c).

When the installation

is complete,

the old

water line

(Citizens Utilities) will be abandoned.

(d).

Installation of the

final sections of storm

sewer can begin on the day the Citizens’ watermain

is abandoned.

This work will be completed before

October 25,

2000.

.

—

(e).

The

final

phase

curb

and

installation

will

be

completed

by

November

(f).

Any gaps left

date will be closed.

time.

---

2.

Complete

curb,

gutter

and

inlets

at

River

Bend

Drive,

River

Bend

Lane,

River

Bend

Place

a.

Please refer to schedule items

(a) through

(f)

at Item

1 above.

3.

Complete

grading,:

sub

base

and

first

lift

of

a.

Please refer to schedule items

(a) through

(f)

at Item 1 above.

4.

Complete

curb,

gutter

and

inlets

in

front

of

building lot

65,

.

64,

SFD lot

34,

19

(a).

Please refer

to

schedule

items

(a)

(f)

5.

the

entire

north boundary

of

the

Homes

at

(a).

Village of Lisle.

The work is

6.

Complete all aspects

including monument signs

for

the Four Lake Drive/River Bend

(a).

Refer to schedule items

(a) to

(f)

(b).

There is no provision or obligation of Seller

to

install

monument

signs

at

Four

lakes

Drive

—

B.

Seller

and

Buyer

will

agree

that

the

determination

of Spaceco

Engineering,

9575

W.

Road, Suite 700,

Rosemont,

Il 60018

(847)

1.

Completion

of

the

work

enumerated

in

Item

A

through 6 above.

---

2.

Whether all site work

is

completed

in accordance

with the plans and specifications contained in the

engineering

drawings

for the project

as

reviewed

and accepted by the Village Engineer.

C.

The black dirt stockpile will remain on lots

46 and 47

until all other lots are started,

as there

is no other

practical location to stockpile this material.

It is

acknowledged that moving this material offsite prior to

its use would

incur significant additional

expense for

Buyer,

as

the

required

black

dirt

would

need

to

be

David M.

Froberg

for Hatch Farm Partners LLC

3

---

R:\44640\39320\Setttement Agreement (ex)wpd

EXHIBIT T

Schedule of Cumulative Totals

18

---

EXIIBITD

Title Report

Schedule

B

of the

policy or

policies to

be issued

will

contain the exceptions

shown on

the

inside

front

cover of this

commitment

and the following

exceptions,

unless same

are disposed of to

the satisfaction

of the

Company:

1.:

Taxes

for 1999 and subsequent years, which are not yet due or payable.

PERMANENT

REAL

ESTATE INDEX NO.

08-15-403-004

Affects: Premises

in

question

and

other

property

Total

1998 taxes

-

$8,796.82

-

Paid

PERMANENT

REAL

ESTATE

INDEX

NO.

08-15-403-008

Affects: Premises in question and

other

property

Total 1998 taxes

-

$77,252.32

-

Paid

2.:

A 10 foot building line as established by plat:

Recorded: June

2,

1999

Document

~:

R1999123594

Affects: Northerly lot lines of Lots 40 and 41 and Easterly lot lines

of Lots 41 and 42.

3.:

A building line as established by aforesaid plat:

Affects: A portion of Southwest corner of Lot

63

(see plat for exact

location)

4.:

Easement in favor of the Village of Lisle established by plat

aforesaid:

For: Municipal and public utilities

Affects:

Southerly 5 feet of Lot 42; aportion of Southwest corner of

Lot

63 and a strip of varying footage along Easterly lot line of Lot

4.

(see plat for exact location)

5.:

Note contained in plat aforesaid:

Outlots

B,

C,

D,

E,

F,

I,

J,

K,

L,

M,

N,

& 0 are designated as

common

area.

6.:

Note

contained

in plat aforesaid:

—

Outlot

A

is

designated

as

a

drainage

and stormwater management

easement.

7.:

Ingress

arid egress to insured premises is over a private street.

Affects: Lots 40,

41 and 42

Continued...

---

8.:

The following exceptions will be added to the commitment upon

recordation

cf the Declarations of Covenants,

Conditions and

restrictions:

A.:

Covenants,

conditions

arid restrictions established by

Declaration:

Recorded:

_________,

1999

Document

#:

___________

Relate

to:

NOTE:

Said covenants,

conditions and restrictions do riot provide

for

a reversion of title in the event

of a breach thereof.

B.:

NOTE:

In the event of

a conveyance or mortgage of the subject

property,

we

should be furnished a written statement from the

Homeowner’s Association stating that all assessments have been

paid and that these assessments are not

a lien on the real

estate.

C.:

Covenants,

conditions and restrictions established by

Declaration:

Recorded:

_________,

1999

Document

~:

___________

Relate

to:

NOTE:

Said covenants,

conditions and restrictions do not provide

for

a reversion of title in the event

of a breach thereof.

D.:

NOTE:

In the event of

a conveyance or mortgage of the subject

proPerty,

we

should be furnished a written statement from the

Homeowner’s Association stating that all assessments have been

paid and that these assessments are not

a lien on the real

estate.

9.:

Covenants,

ccnditions

arid restrictions established

by, Deed of

Declaration:

Recorded:

October

15,

1975

Document

~:

R75-70627

Relate

to:

All

walkways,

driveways,

roadways,

utility

services

and

recreational

facilities

shall

be

available

on

a

non-exclusive

basis

tc

said

parties,

subject

to

the

terms,

provisions

and

conditions

set

forth.

Affects:

Subject

premises

and

other

property

—

NOTE:

Said covenants,

conditions and restrictions do

not

provide

for

a

reversion of title in the event of

a

breach

thereof.

Continued...

/

•

---

10.

:

Covenants,

conditions and restrictions established by Deed of

Declaration:

Recorded: July

9,

1970

Document

~:

R70-23096

Relate to: The character and use of improvements on the land,

easements for ingress and egress, parking, utility services,

use,

maintenance,

repair arid replacement of recreational

facilities,

t1~ie

prorating of

costs

arid

expenses

of the recreational facilities; use

of

recreational facilities will facilitate uniform fees,

together with

the provisions contained therein.

NOTE:

Said covenants,

conditions and restrictions do not provide for a

reversion of title in the event of a breach thereof.

11.:

Covenants,

conditions and restrictions established by Declaration of

Restrictive Covenant and Easement Agreement:

Recorded:

July 13,

1983

Document

~:

R83-45175

Relate to: Use and character of the building to be erected on the

land,

to the use and enjoyment by any residential occupants of the

recreational facilities

set forth in document R70-23096 and providing

unto Equity Realty Inc.

an easement to erect,

service and maintain

signs on,

over,

across and upon the area measured 25 feet

perpendicular to each side of Four Lakes Drive, together with

provisions for said easement as contained therein.

NOTE:

Said covenants,

conditions and restrictions do not provide for a

reversion of

title in the event of

a breach thereof.

(Time limit

-

20 years from date hereof; land to be used for and

improved

with

commercial uses including office building,

shopping

center,

research facilities, health care facilities,

single family,

apartment,

attached dwelling and multiple family residential uses and

light industrial type uses)

12.:

Terms, provisions and conditions contained in Annexation Agreement:

Recorded: January 31,

1992

Document

#:

R92-018449

and Amended by Amendment No.

1 to the Annexation Agreement:

Recorded: October

7,

1998

Document

~:

R98-207422

and Amended by Amendment No.

2 to the Annexation Agreement:

Recorded: June

2,

1999

Document

~:

R1999123593

—

Relates

to: The Development of the land, building type and use,

roadways and easements,

required monetary contributions and impact

fees,

school, park and library donations,

construction, installation

and maintenance of stormwater management facilities,

and utility and

sanitary sewer easements.

Continued...

---

13.:

Terrnse provisions and conditions contained in Hatch Farm Storrnwater

Management

Facilities

License

and

Maintenance

Agreement:

Recorded:

February

3,

1992

Document #: R92-018532

Relates to: To the construction, installation and maintenance of

stormwater management facility, rights of licensee to inspect and

repair and remedies for the failure to reimburse licensee for repairs.

Affects: Outlots

NOTE:

Said

covenants,

conditions

and

restrictions

do

riot

provide

for

a

reversion

of

title

in

the

event

of

a

breach

thereof.

14.: Terms, provisions and conditions contained in Four Lakes Hatch Farm

Tennis

Club

Cost

Reimbursement

Agreement

and

containedin

Four

Lakes

Hatch Farm-Tennis Club Development Agreement:

Recorded: May 20,

1992

Document

#:

R92-09460J.

Recorded: May 20,

1992

Document

~:

R92-094602

Relates to: The development of the land, together with such other

provisions

as therein contained.

NOTE:

Said covenants,

conditions and restrictions do not provide for a

reversion of title in the event of

a breach thereof.

15.

:

Easement for public utilities as established by Grant of Easement:

Recorded:

December 29,

1973

Document

~:

R73-77389

Affects: Outlots A,

G

& 0

16.: Easement for public utilities as established by Electric and Telephone

Line Right on Corporate Property:

Recorded: October

1,

1969

Document

~:

R69-43529

Affects:

Outlot G

17.: Easement for sewer lines as established by Right of Way Easement:

Recorded:

June

26, 1973

Document

~:

R73-38.44

Relates

to:

Strip

of

land

100

feet in width

(for a period of

2 years

only)

and

a

strip

of

land

30

feet

in

width

(no

time

period).

Affects:

Outlot

A

18.:

Easement

for

ingress

and

egress

as

established

by

Four

Lakes

Assessment Plat Unit No.

10:

Recorded:

April

21,

198.

Document

~:

R81-19812

Affects: Outlot A

---

CERTIFICATE OF SERVICE

1,

Heather Nee, a non attorney, certify that on the

26th

day of January, 2004, I caused to be

Served by First Class Mail the foregoing Defendant’s Answer to the

Parties named on the attached Service list, by depositing same in postage prepaid envelopes with

the United States

Postal Service located in Skokie, Illinois 60077.