Oxford Funeral Home Loi 11.20.09

November 23, 2009

Mr. Bradley Walsh 103A Courthouse Square Oxford, Mississippi 38655 Re:

Letter of Intent: 2.9 acre parcel - Oxford, MS

Dear Mr. Walsh, It has been a pleasure getting to know you and I definitely appreciate you assistance as we seek to secure a larger facility for our church. Please accept this letter of intent, which outlines the terms we are agreeable to move forward with on the above referenced location. The following general terms shall be incorporated into the Lease: Tenant:

The Orchard, a Methodist congregation

Landlord:

Douglas B. Walsh

Premises:

Approximately 2.9 acres outlined in red on the attached tax map

Initial Term:

Two (2) Years

Renewal Options:

Two (2) options to renew for two (2) years each, which shall be exercised on no less than one hundred eighty (180) days prior written notice.

Gross Rent:

Years 1-2 1st Option 2nd Option

C.A.M., Taxes and Ins.:

Tenant shall maintain the property in a professional manner, including landscape maintenance and mowing of lawn. Real Estate Taxes will be at Landlord’s sole cost and expense. Landlord will carry casualty insurance at its sole cost and expense. Tenant will maintain a liability policy on the property with minimum limits of One Million Dollars combined single limit.

$ 4,000 per month $ 4,500 per month $ 5,000 per month

Building Maintenance:

Tenant will maintain all interior portions of the building. Landlord will maintain the roof and structural maintenance of the building, including all aspects below the slab surface. Tenant will perform monthly maintenance on the HVAC units. Landlord will perform, or reimburse Tenant, for all HVAC repair/replacement in excess of $2,000 per year. If Landlord ever replaces a unit, Tenant shall perform all repairs/replacement on that unit going forward.

Utilities:

Tenant shall maintain all utilities at its sole cost and expense.

Construction: A. Remodel: Rent Commencement Date:

Tenant will perform all remodeling at its sole cost and expense. The rent shall commence on the first day of the month following delivery of the Premises to Tenant.

Special Conditions: Landlord shall retain an option to terminate this lease, at any time within one hundred eighty (180) days of lease execution, if a governmental entity pursues an option to lease or purchase that is currently being pursued by Landlord. Such termination will provide ninety (90) days notice for Tenant’s relocation. Upon Landlord’s execution of said option, Tenant shall supply all invoices for repair/remodeling performed on the Premises for reimbursement by Landlord. Upon Tenant vacating the Property, Landlord shall submit payment to Tenant for Forty Thousand Dollars ($40,000) to aid its relocation. If Landlord does not exercise such option to terminate Tenant’s lease, Tenant shall then have an option to purchase Property at any time during the initial lease term, or any option terms. Such option to purchase will be for $______________. Broker:

No one has acted in a brokerage capacity for this transaction and no brokerage commission will be due to any party.

DISCLAIMER: Landlord and Tenant hereby acknowledge and agree that this non-binding Letter of Intent does not address all essential terms and conditions of the transaction and that a binding agreement shall not exist between the parties until a mutually acceptable Lease Agreement (“Lease”) has been executed and delivered to both parties. Landlord and Tenant acknowledge and agree that either party shall have the right to terminate negotiation of a formal Lease Agreement for any reason or for no reason whatsoever. Neither party owes the other party any duty to negotiate a formal and final Lease Agreement. Neither party may claim any legal rights

against the other by reason of any actions taken in reliance upon this non-binding Letter of Intent, including, without limitation, any partial performance of the transaction contemplated herein. If the foregoing terms are acceptable, please sign and date this letter in the spaces provided below and return this letter to me on or before November 27, 2009. Please contact me should you have any questions. Kindest regards, THE ORCHARD

PAT WARD The above is agreed and accepted to: By:____________________________

Its:____________________________

Date:___________________________