THIS COMMUNITY BENEFITS AGREEMENT (this "Agreement") is made and entered into by and between the Four Seasons Community Association, Inc. (the "Association"), a Maryland corporation, Cunningham Excavating Company, a Maryland corporation ("Excavating"), Cunningham Sand and Gravel, Inc., a Maryland corporation ("Sand and Gravel"), and Capitol Associates, LLC, a Maryland limited liability company ("Capitol", and together with Excavating and Sand and Gravel, the "Mining Company").

WHEREAS, The Mining Company wishes to expand its current mining operations; and

WHEREAS, pursuant to that certain Agreement dated September 23, 1992 (the "September 23, 1992 Agreement"), by and between Excavating and the Four Seasons Community Association, Inc. (the "Association"), Excavating is expressly forbidden from expanding mining operations in a manner that encroaches upon the 1000-foot setback more particularly described in the September 23, 1992 Agreement, without the consent of the Association and/or a modification of the September 23, 1992 Agreement; and

WHEREAS, on October 20, 2005 a hearing on an application made by Sand and Gravel (the "Application") for a Special Exception was held before the Administrative Hearing Officer of Anne Arundel County; and

WHEREAS, in the Application, Sand and Gravel has requested the approval by the Administrative Hearing Officer of the Expanded Mining Operations (as defined herein) on the Property (as defined herein), which Property is located adjacent to the Four Seasons Community; and

WHEREAS, the Administrative Hearing Officer has permitted Sand and Gravel and the Association to negotiate, execute and deliver an agreement modifying the September 23, 1992 Agreement prior to rendering his decision on the Application; and

WHEREAS, the parties have agreed to certain conditions with respect to the modification of the September 23, 1992 Agreement to permit the Expanded Mining Operations and desire to put those conditions in writing between the parties.

The purpose of this Community Benefits Agreement is to provide for a concerted and coordinated effort between the Association and the Mining Company to maximize the benefits of the Expanded Mining Operation to the Gambrills Community (as defined herein), and specifically to the Four Seasons community. This Community Benefits Agreement is agreed upon this 19^th day of November, by and between the Association and the Mining Company.

As used in this Community Benefits Agreement, the following capitalized terms shall have the following meanings. All definitions include both the singular and plural form.

"Agreement" shall mean this Community Benefits Agreement, in its entirety which modifies, but does not replace the September 23, 1992 Agreement.

"Anniversary Date" shall mean the month and day on which the Association receives the Initial Payment of $50,000 from the Mining Company.

"Association" shall mean the Four Seasons Community Association, Inc.

"Berm" shall mean the berm to be constructed by the mining Company prior to commencement of the Expanded Mining Operations and as more particularly described on Exhibit A hereto.

"Buffer Zone" shall mean that property referred to in the Application as the "Proposed Buffer Area to be Planted".

"County" shall mean Anne Arundel County, Maryland or any government agency thereof.

"Gambrills Community" shall mean zip codes 21054, 21113 and/or 21114.

"Expanded Mining Operation" shall mean the expansion of mining activities on the Property inside the minimum 1,000-foot setback and for which the September 23, 1992 Agreement requires the consent of the Association and/or modification of the September 23, 1992 Agreement.

"Mining Company" shall collectively mean Cunningham Excavating, Inc. a Maryland corporation, Cunningham Sand and Gravel, Inc. a Maryland corporation, Capital Associates, LLC, a Maryland limited liability company or any affiliate or subsidiary thereof.

"Property" shall mean the approximately 263 acres located in Gambrills, Maryland owned by the Mining Company and more particularly described as the "Overall Site."

"Reclamation" shall mean the restoration of the Site after completion of the Expanded Mining Operation, in accordance with Maryland law including the Annotated Code of Maryland, Environment Article and Title 26, Subtitle 21 of the Code of Maryland Regulations ("COMAR") or any other Maryland statute, order or regulation governing reclamation of surface mines. Notwithstanding any modification of or waiver from post-mining activity slope grading requirements or vegetation requirements which are required under Maryland law (owing to shortage of available spoil or otherwise), "Reclamation" under this Agreement shall include (i) restoration of the Site to approximately the general nature of the grade and topography of the Site prior to commencement of the Expanded Mining Operation; and (ii) vegetation of the Site to approximately the current forested nature of the Site with the species of forestry currently present on the Site.

"Site" shall mean that portion of the Property on which the Expanded Mining Operation shall take place and which is more particularly as "Mining Area B" in the Application.

A.    Truck Traffic. The Mining Company shall require that all commercial vehicles that will access any part of the Property during the Expanded Mining Operations refrain from using any road to access the Property other than Capitol Raceway Road.

B.    Traffic Count. The Mining Company shall not permit the number of trucks accessing the mining operation, whether in the Expanded Mining Operation area, elsewhere on the Property or on any parcel contiguous to the Property and owned by the Mining Company, to exceed 2,500 per month.

C.    Noise. The decibel level at the property line of the residential property located closest to the Expanded Mining Operation shall never exceed 55dBA at an elevation of 12 feet.

D.    Hours of Operation. The hours of the Expanded Mining Operation are limited to 7 a.m. to 5 p.m. Monday through Friday.

E.    Security. The Mining Company, at its expense, shall erect and maintain a chain link fence which is a minimum of six (6) feet in height around the Property such that the Berm is located on the Mining Company side of the fence. The Mining Company shall also place signage on the fence at intervals of no more than fifty (50) feet indicating "private property" and "no trespassing."

A.    Designs and Plans. The Mining Company shall make available to the Association designs and plans setting forth in detail the plans with respect to the Berm, landscape plans and plans relating to drainage.

B.    Design Components. The Mining Company shall incorporate the following components and requirements into the design of the relevant aspects of the Expanded Mining Operations.

    1.    Storm Drainage, The Berm shall be designed to ensure storm drainage is adequate to prevent any runoff from the Berm to adjacent properties or onto surrounding streets and to ensure that the Berm does not erode.

    2.    Landscaping. The Mining Company shall incorporate landscaping elements, irrigation elements, and trees into the Berm as set forth on the Special Exception Site Plan attached as Exhibit A. The Mining Company shall develop and implement a maintenance schedule to maintain the health and appearance of all landscaping elements on the Berm. The types of trees planted shall be of similar species as the trees currently growing on the property, with the number of trees increased to maintain the same interval between trees as in the 1992 agreement.

    3.    Berm coverage. As part of the maintenance schedule discussed in ¶ IV. B. 2. above, the Mining Company shall use its best effort to maintain the Berm in a manner to ensure that the Berm shall not have as its visible surface bare dirt, except during periods of active construction or landscaping.

    4.    Setback. The Expanded Mining Operations shall never be conducted within 200 feet of the nearest property line within the Four Seasons Community (the "Adjusted Setback") The Mining Company further agrees that it shall ensure that no part of the Adjusted Setback is disturbed by equipment or otherwise during the Expanded Mining Operation, except as required to comply with any applicable legal requirements regarding sediment and erosion control, and shall ensure that the planted Setback, remains, at all times in its current, forested state. The mining company shall insure that there be no dumping of any waste materials or toxic silica sand or sludge within the Adjusted Setback.

    5.    The Buffer Zone. The Mining Company shall incorporate landscaping elements and trees into the Buffer Zone as set forth in Exhibit B.

In consideration of the consent of the Association in commencing the Expanded Mining Operations, the Mining Company hereby agrees to contribute the following to the Gambrills Community (collectively, the "Neighborhood Improvement Fund"):

A.    The Berm. Prior to the commencement of Expanded Mining Operations, the Mining Company shall construct the Berm in accordance with the specifications set forth on Exhibit A.

B.    Escrow Fund for School Donations. Simultaneous with the execution and delivery of this Agreement, the Mining Company is depositing the sum of $100,000 (the "Escrow School Funds") to be held in escrow.

    1.    Appointment. The Association and the Mining Company hereby appoint Sandy Springs Bank as their escrow agent (the "Escrow Agent") for the purposes set forth herein, and the Escrow Agent has accepted such appointment under terms and conditions satisfactory to it, the Association, and the Mining Company.

    2.    Use of Funds. The Escrow Agent shall hold the Escrow School Funds and, subject to the terms and conditions of any escrow agreement, shall invest and reinvest the Escrow School Funds and the proceeds thereof as directed in such agreement.

    3.    Disposition of Funds.  Notwithstanding any agreement to the contrary, within thirty (30) days of (i) a final order on the Application which order permits the Mining Company to engage in the Expanded Mining Operation; (ii) the expiration of any time permitted to note an appeal from such order; and (iii) the failure of any party to note an appeal of such order or the exhaustion of any appeals of such order, the Escrow Agent shall deliver the applicable portions of the Escrow School Funds as follows:

       a.    Arundel High School. The Mining Company will deliver a $90,000 donation made by the Mining Company on behalf of the Association to Arundel High School "Arundel") to be used by Arundel to purchase classroom computers.

       b.    Incarnation School. The Mining Company will deliver a $10,000 donation made by the Mining Company on behalf of the Association to the School of the Incarnation ("Incarnation School") to be used by Incarnation School to purchase classroom computers or storm water remediation into Four Seasons recreational area. If Incarnation School does not wish to use the $10,000 donation for aforesaid specified purposes, such funds will be added to the donation to be made to Arundel.

    C.    Initial Payment. Within thirty (30) days after commencement of the Expanded Mining Operation, the Mining Company shall provide to the Association $50,000 (the "Initial Payment") for the purpose of financing neighborhood improvement projects in the Gambrills Community; provided, however that the Association shall not use, or allow the use of, the funds in any action or proceeding against any operation on any property(ies) owned or leased by the Mining Company. Examples of neighborhood improvement projects include, but are not limited to, new sidewalks, new street lights, improved storm drains and enhanced landscaping.

    D.    Additional Payments. The Mining Company shall, provide the Association with $40,000 on the Anniversary Date in each of the five (5) successive years following the date of the Initial Payment. Interest on any payment owing but not timely made to the Association shall accrue at a rate of six percent (6%) per annum.

    E.    Payment for Failure to Cease Expanded Mining Operation/Complete Reclamation. If the Expanded Mining Operation and the Reclamation are not completed by the Termination Date (as defined herein), the Mining Company shall provide the Association with $50,000 plus $50,000 for each six months the Expanded Mining Operation and the Reclamation are not complete.

    A.    In General.  The Mining Company shall cooperate fully and promptly with any such investigation by the County relating to enforcement of this Agreement, and shall make available to the County all requested records and information the County reasonably deems relevant to monitoring the implementation of this Agreement.

    B.    Fines.  For each fine levied against the Mining Company by the County, by the State of Maryland or by the government of the United States with respect to any environmental violations or any violations of the Anne Arundel County, zoning laws, or a violation of the special exception which is the subject of the Application, the Mining Company shall pay to the Association an amount equal to the fine assessed, up to $1,000.00. For example, if the Mining Company is fined $1,000 by the Maryland Department of the Environment for a violation, the Mining Company, in addition to paying the fine to the Maryland Department of the Environment shall also contribute $1,000 to the Association. If the fine is $2,000.00, the Mining Company pays $1,000.00. Any monies owing to the Association under this subsection shall be transferred to the Association within thirty (30) days of the payment of any such fine.

    C.    Government Action.  Within twenty (20) days of any formal government enforcement action, regarding the Expanded Mining Operation, the Mining Company will give the Association notice of same. This Agreement may be the basis for a request for injunctive relief with respect to performance of any term contained herein. The parties hereto agree that money damages may not be an adequate remedy for any breach (or threatened breach) of this Agreement, and agree that this Agreement may be enforced by an application for a preliminary or permanent injunction, by a decree of specific performance, or other such order or decree of a court of competent jurisdiction. The agreed remedies set forth in this subsection VI.C shall not be construed to limit or derogate any legal or equitable remedy authorized by applicable law or a court's ability to determine facts, weigh evidence, and exercise its own discretion with respect to enforcement of any term or condition of this Agreement.

    D.    Site Inspection.   Within 24 hours after contacting the Mining Company, member of the Board of Governors or its designated representatives shall be allowed to visit the Site and/or the Expanded mining Operation. Such visits will be coordinated with the Mining Company and may be in made in conjunction with the County and/or State Inspectors.

    A.    GORC Property. The Mining Company shall offer, at no cost, a portion of the Property contiguous to GORC park more particularly described in Exhibit C attached hereto to the County at no cost within the year following the commencement of the sand and gravel operation if it is not needed for a set back area, etc. by one of the businesses using the Property, or if it is needed by one of the uses, then it will be offered to the County when it is no longer needed for that use. If the County does not accept the GORC Property, the GORC Property shall be offered to the Gambrills Odenton Recreation Council ("GORC"), or its successors or assigns. When the property is offered to the County, it will be offered in the condition it is in at the present time. It is a set back area, and will not be changed by Sand and Gravel in any way.

    B.    Reclamation. After the cessation of the Expanded Mining Operation, the Mining Company shall reclaim the Property in accordance with Maryland law including, without limitation the Annotated Code of Maryland Environment Articles and Title 26, Subtitle 21 of the Code of Maryland Regulations ("COMAR"). The Reclamation shall be completed within two years of the date the Expanded Mining Operation is terminated (subject to any available extension of the term of this Agreement a set forth in Section VIII.B of this Agreement). Notwithstanding any modification of post-mining activity slope grading requirements which is available under Maryland law (owing to shortage of available spoil or otherwise), the Mining Company agrees that it shall restore the Site to approximately the general nature of the topography of the Site prior to commencement of the Expanded Mining Operations.

    A.    Severability Clause.   If any term, provision, covenant, or condition of this Agreement' is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall continue in full force and effect.

    B.    Binding on Successors.   This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor in interest, heir, administrator, executor, or assign of such party.

    C.    Covenants Run with Land.   The provisions of this Agreement are covenants that run with the land and bind all grantees, lessees, or other transferees thereto for the benefit of and in favor of the Association.

    D.    Term.   This Agreement shall become effective immediately and shall remain in effect until the earlier of: (i) one year from the date on which the Maryland Department of the Environment determines that the Reclamation is Complete; or (ii) twelve (12) years from the date on which mining commences in the Expanded Mining Operation (in either case, the "Termination Date"); provided, however, that the Expanded Mining Operation shall not exceed ten (10) years from the date the Mining Company commences the Expanded Mining Operation. However, if, prior to commencing with the Expanded Mining Operation, the Mining Company provides written notification to the County or to the Association that the Mining Company has terminated the Special Exception permitting the Expanded Mining Operations, this Agreement shall immediately terminate and be of no further force and effect. Notwithstanding any of the foregoing provisions, the Expanded Mining Operation shall not exceed ten (10) years from the date mining commences in the Expanded Mining Operation.

    E.    Correspondence.   All correspondence shall be in writing and shall be addressed to the affected parties at the addresses set forth below. A party may change its address by giving notice in compliance with this subsection VIII.E. The addresses of the parties are:

      a.   If to Mining Company:
            Attn: Joy Faithful
            Cunningham Sand and Gravel, Inc.
            PO Box 3698
            Crofton, Maryland 21114

            with a copy to: Michael R. Roblyer
                                  7 Willow Street
                                  Annapolis, MD 21401

      b.   If to the Association to:
             Attn: President
             Four Seasons Community Association, Inc.
             PO BOX 92
             Gambrills, Maryland 21054

    F.    Notice of Transfer.   At least thirty (30) days prior to executing (i) any lease agreement or contract related to the rental, lease, or occupancy of the entirety of or any portion of the Site, or (ii) any deed conveying title the entirety of or any portion of the Site, the Mining Company shall notify the Association.

    G.    Consent.   The Mining Company hereby consents to have this Agreement included as an exhibit or addendum to its Mining and Reclamation Plan to be submitted to the Maryland Department of the Environment prior to commencement of the Expanded Mining Operation.

    H.    Waiver.   The waiver of any provision or term of this Agreement shall not be deemed as a waiver of any other provision or term of this Agreement. The mere passage of time, or failure to act upon a breach, shall not be deemed as a waiver of any provision or term of this Agreement.

    I.    Amendments.   This Agreement may not be altered, amended or modified, except by an instrument in writing signed by all the parties hereto.

    J.    Authority of Signatories.   The individuals executing this Agreement represent and warrant that they have the authority to sign on behalf of the respective parties.

    K.    State and Local Laws Control.   The Parties agree that, to the extent the conditions herein conflict with State or Local statutory or regulatory requirements, said requirements control.

WITNESS the hands and seals of the parties to this Agreement.

The Berm shall be constructed in conformity and to the height indicated the Application.

Berm trees abutting the Community shall be planted using native Maryland species similar to trees currently growing on the area and maintained with annual replacement of dead or diseased trees as follows: a minimum of one (1) row of Red Maples or Maryland specie trees of similar height and spread at thirty (30) feet apart and a minimum three (3) rows of Maryland specimen evergreen trees (10) feet apart of sufficient number to completely cover that side of the Berm. The trees abutting with the Berm will consist of Maryland specie trees of which at least seventy percent (70%) shall be evergreens with evergreen rows closest to the Community at spacing consistent with those on the Berm.

Trees shall be planted and maintained with annual replacement of dead or diseased trees as follows: The trees abutting with the Berm in the Buffer Zone will consist of Maryland specie trees similar to the trees currently growing on the property of which at least seventy (70) percent shall be evergreens with evergreen rows closest to the Community, with deciduous trees planted no farther than thirty feet (30) apart and evergreen at ten (10) feet apart.

The exact metes and bounds description of this area will be surveyed and provided by the Mining Company once the specific size and area has been reviewed by the County, and determinations are made as to necessary setback requirements for uses on the Property. The area will be approximately as depicted below: