Letter of Credit

July 1, 2006

City of West Waterford
Community Development Department
Engineering Branch
1310 New Capital Avenue
West Waterford, CA, 95593

Subject: Letter of Credit - Jackson Bros. Construction Inc.
Project A-045-595 - Upgrade/Repave Parking Lot

To Whom It May Concern:

Please be advised that we have placed a hold on the line of credit of Jackson Brothers Construction Inc. in the amount of $650,000 for the benefit of the City of West Waterford for the work related to the above-noted public improvement project.

This hold is effective July 1, 2006 and will remain in effect until the work is completed and approved by the City of West Waterford.

Chambers Bank will secure said funds as a guarantee to the City of West Waterford for completion of the named public improvements in accordance with City permits.

Funds guaranteed by said line of credit will only be restored to Jackson Brothers Construction Inc. after Chambers Bank has received written confirmation from the Director of Community Development of the City of West Waterford that said improvements have been satisfactorily completed in accordance with the approved construction permit.

Chambers Bank agrees to disperse funds from the line of credit to the City of West Waterford upon written demand of the Director of Community Development, accompanied by the statement that conditions of the construction permit have been violated.

This is an irrevocable commitment of funds which is not subject to recall by Jackson Brothers Construction Inc.

Sincerely,

_____________________
John Livingstone
Corporate Credit Department

We Concur with this agreement:

_____________________
Fred Jackson
President