Exhibit J Right Of First Refusal (Page 4 of 4) in pdf

Exhibit J Right Of First Refusal Page 4

2.02

ENUREMENT

This Agreement and the contract arising therefrom shall be binding not only upon

the parties individually but also upon their respective heirs, executors, administrators, successors

and assigns. The parties agree for themselves and their heirs, executors, administrators,

successors and assigns to execute any instruments and to perform any acts which may be

necessary or proper to carry out the purposes of this Agreement.

2.03

TIME OF ESSENCE

Time shall be of the essence of this Agreement and the contract constituted

thereby.

2.04

ASSIGNABLE BY GRANTEE

The rights hereby granted may be assigned by the Grantee to any other party.

2.05

NOTICES

All notices and other communications required or permitted to be given hereunder

shall be in writing and shall be delivered, addressed to the party for whom it is intended at the

address for such party as set forth in this Agreement, or to such other address as any Party may

provide in writing to the other.

IN WITNESS WHEREOF the Parties have executed this Agreement under seal

by signing the Form C – General Instrument to which this Agreement is attached.

F:\Clients - Development\Valley's Edge\Disclosure Statement April 2006\24-001 DOC Right of First Refusal 06.04.06.doc

Exhibit J Right Of First Refusal Page 4