THIS NONEXCLUSIVE LICENSE AGREEMENT dated this ____ day of December, 2005 (this "License Agreement") granted by UPPER PENINSULA POWER COMPANY (hereinafter referred to as the "Licensor") to NATERRA LAND, INC., a Minnesota corporation (hereinafter referred to as the "Licensee").

RECITALS:
A. [Note that we made these edits to aid in describing the natural shoreline area since we do not have a separate legal description for the natural shoreline area.]Licensor is the owner of a certain common area of real property located along the shoreline of _________________ (the "Flowage"), as more particularly depicted and designated as "Federal Energy Regulatory Commission Lands" on Exhibit A attached hereto (the "Natural Shoreline Area "). The Natural Shoreline Area lies within the boundary of a hydroelectric project known as Federal Energy Regulatory Commission ("FERC") Project ____ (the "Project") and is subject to the terms and conditions of the FERC license held by Licensor for the Project. The Natural Shoreline Area is contiguous to and lies between the Licensee's Property (as hereafter defined) and the ordinary high water mark of the Flowage. (such license, issued by FERC, is referred to herein as the "FERC License"). The Natural Shoreline Area is contiguous to and lies between the Licensee's Property (as hereafter defined) and the ordinary high water mark of the Flowage.
B. Licensee is the fee owner of certain real property located adjacent to the Natural Shoreline Area in the County of __________________, State of Michigan and more particularly described in Exhibit B attached hereto and depicted on Exhibit A attached hereto ("Licensee's Property"), which Licensee intends to develop as a residential development, consisting of residential lots (collectively, the "Lots" and singularly, a "Lot").
C. It is the desire of Licensor to grant a license on, over and across the Natural Shoreline Area to the Licensee, and it is the desire of the Licensee to accept such grant of license, in accordance with the terms and conditions herein contained.
D. It is understood by the parties hereto that Licensee intends to assign Licensee's rights, interest and obligations under this License Agreement to a homeowners' association to be formed by Licensee ("Association"), which shall be composed of owners of Lots within the Licensee's Property. All references to "Licensee" herein shall mean and refer to the original Licensee named herein and, after such assignment by Licensee, to the Association.

AGREEMENTS:
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee, intending legally to be bound, agree as follows:
1. LICENSE. Licensor hereby gives to Licensee and Licensee hereby takes a perpetual nonexclusive license to enter upon and use the Natural Shoreline Area only within the area lying directly between Licensee's Property and the highwater line, as depicted on Exhibit A [add legal description if available] and no other property, which use is expressly limited to the uses set forth in a. through d. below, provided, however, that prior to exercising any of its rights Licensee shall first submit to Licensor at the address set forth in Paragraph 8 below to the attention of the Environmental Department, a specific statement describing the work and plan therefor in writing at least thirty (30) days prior to doing any work or making any modifications to the Natural Shoreline Area for Licensor's prior written approval, which approval will not be unreasonably withheld, conditioned or delayed. Licensor shall have the right to approve, reject or modify the Licensee's request within such thirty (30) day period Any work or modifications done without Licensor's prior written consent shall be considered unauthorized and shall constitute a default under this License, after expiration of the applicable notice and cure periods set forth in Paragraph __ hereof. Only the following uses are allowed, subject to the consent requirement set forth above:
a. Access. Pedestrian ingress and egress over and across the Natural Shoreline Area to provide pedestrian access between the Natural Shoreline Area and the waters of the Flowage; in a location approved by Licensor in writing, provided, however, that, in conjunction with this pedestrian access right, Licensee shall only be entitled to prepare and maintain one (1) path of a reasonable width for each Lot (provided Licensor agrees it will not require that the path be less than four (4) feet in width) in a location approved by Licensor in advance (which approval will not be unreasonably withheld, conditioned or delayed), with Licensee being allowed to use only natural woodchips and bark to improve the path, it being understood that no other materials, including but not limited to stone, brick, boards, gravel, sand or any materials (other than natural woodchips and bark) shall be placed on the Natural Shoreline Area. In no event will any motorized vehicles be used or placed on the Natural Shoreline Area.
b. Piers and Docks. The right to place and maintain no more than one (1) removable pier per Lot or dock clusters that will allow one (1) slip per Lot (not to exceed ten (10) watercraft per dock cluster) and approved related facilities in the Flowage abutting the Natural Shoreline Area in accordance with applicable laws in a location and configuration approved by Licensor in writing (such approval shall not be unreasonably withheld, conditioned or delayed), it being understood that Licensor may condition its approval on Licensee making modifications to the Natural Shoreline Area to avoid shoreland erosion and that Licensee may, with Licensor's advance written approval, undertake reasonable erosion control measures in compliance with applicable laws. Licensee acknowledges that erosion control measures are subject to approval from various governmental agencies. Licensor, where appropriate will make application on behalf of and at Licensee's cost to the necessary agencies to undertake needed erosion control measures. Further, Licensee acknowledges that it is difficult to estimate the time necessary to obtain approval from the agencies. Licensor agrees to use reasonable efforts to obtain approvals in a timely manner. The size of any dock cluster shall be such as to accommodate the reasonable needs of Licensee, its successors and assigns and temporary guests for boat docking and shall in no event extend beyond the limits of the Natural Shoreline Area. Piers, docks and related facilities may be stored on the Natural Shoreline Area between September 1 and June 15, immediately off the water's edge in an orderly manner and shall not contribute to shoreline erosion. Also, with Licensor's prior written consent Licensee may place an underground electrical line through the Natural Shoreline Area in compliance with codes to provide reasonable lighting and electrical service to the pier. Licensee shall use a vibratory trenching device to install the electrical service in order to minimize ground disturbance.
c. Dead Trees. The right to remove dead or diseased trees, provided that stumps are not to be removed from the ground, although Licensee may use a wood chipper to chip the stump of a tree to level with the surface of the land. In no event will any living trees be cut on the Natural Shoreline Area except as provided in d. below, provided, however, that Licensee may trim lower branches on living trees within the View Corridor (as defined below) and along the paths and as necessary to safely access and use the piers and docks. Licensee acknowledges that dead trees may be desirable for den and cavity nesting birds and as a result Licensor may not be able to grant permission to remove dead trees that do not pose a safety hazard.

(BOND FALLS-OLD GROWTH FOREST DESIGNATION WILL GREATLY RESTRICT TREE REMOVAL)

d. Removal of Brush and Shrubbery. The right to clear brush and shrubbery to clear the paths permitted under Subparagraph (a) above and to clear brush and shrubbery of less than two (2) inches in diameter (measured at the height of five feet (5') from the ground) within an approved corridor between each Lot abutting the Natural Shoreline Area and the Flowage in a location approved by Licensor in writing, which approval will not be unreasonably withheld, conditioned or delayed, with Licensor agreeing that it will not require the view corridor be less than fifteen (15) feet (the "View Corridor"); also, with Licensor's prior written approval (which shall not be unreasonably withheld, conditioned or delayed), Licensee may clear brush and shrubbery outside the View Corridor.

THIS PROVISION "e" AND ALL REFERENCES TO VIEW CORRIDORS DO NOT APPLY TO BOND FALLS

This License is and shall be expressly limited to the uses and purposes set forth above, and no other uses, alterations, storage, improvements or other activities shall be allowed in the Natural Shoreline Area (unless, in each instance, Licensor's prior written approval has been obtained). Such prohibited activities include, but are not limited to, constructing, placing any building, structure, fence, mobile home, recreational vehicle, camping trailer, or camping structure, permanent or mobile, performing any topographic changes or alterations of the natural landscape (except as expressly permitted above) by excavation, drainage, filling, dumping, or any other means; dumping ashes, trash, sawdust, or any unsightly or offensive materials; erecting, displaying, or maintaining signs, without Licensor's prior written consent, removing, destroying, cutting or trimming any stumps, trees, shrubs, bushes, understory or plants; overnight camping; open fires; permanent placement or the overnight leaving of chairs, tables, wagons, barbecue grills, carts, bicycles or similar items; ground disturbing activities (i.e. performing topographic changes or altering the natural landscape by excavating, draining, filling, dumping or other means); excluding or discouraging public pedestrian use; adding unauthorized improvements or structures such as buildings, fences, mobile homes, recreational vehicles, camping trailers, permanent or mobile camping structures, signs, benches, sheds, irrigation pumps, fire rings, landscaping, bird feeders, etc.; operating motorized vehicles; and the overnight storing of watercraft (other than at an approved pier). The only persons allowed to enter the Natural Shoreline Area pursuant to this License are the Licensee and his or her family and guests (provided no one is charged any fee for such use). This will not restrict Licensor's allowing the general public to use the Natural Shoreline Area for pedestrian use, provided, however, that Licensee shall have the right to prevent the public from going on the piers and docks.

2. TERM. The term of this License shall commence on the date hereof (the "Commencement Date") and shall continue in perpetuity, or on such date that this License is terminated pursuant to Paragraph 6 below.

3. RESERVATION BY LICENSOR. Licensor reserves, for itself and its successors, Licensees and assigns, the right to use the Natural Shoreline Area in any manner, provided such use does not unreasonably interfere with Licensee's reasonable use and enjoyment of the Natural Shoreline Area for the limited purpose granted herein to Licensee This License is made, given and taken subject and subordinate to all matters of record and without warranty or representation by Licensor whatsoever, express or implied, as to title, condition, suitability or any other matter, except as expressly set forth herein. It is expressly understood and agreed that Licensor may allow the public access to the Natural Shoreline Area in a manner that does not adversely affect the rights granted in this License.

COMPLIANCE WITH LAWS. Licensee covenants and agrees to use the Natural Shoreline Area only in accordance with all applicable laws, ordinances, rules, regulations and requirements of all federal, state and municipal governments (which are sometimes collectively referred to herein as "applicable laws"). Licensee understands that the Natural Shoreline Area is subject to the authority of the Federal Energy Regulatory Commission ("FERC") and the rights granted under this License are subject to all applicable FERC rules and regulations. If requires changes in the use of the Natural Shoreline Area in order to preserve life, health and property and to ensure that the operation of the Natural Shoreline Area is consistent with the recreational and environmental uses of the Project, and in the event such changes are ordered by FERC, Licensor shall have the right to modify this License Agreement consistent with such orders by FERC by recording and providing to Licensee an Affidavit and Declaration of Amendment signed by Licensor and setting forth the changes ordered by FERC in this License Agreement (including any Exhibit hereto). Any such changes shall become effective and binding on the Licensee on the later of (i) the date such Affidavit and Declaration of Amendment is recorded or (ii) the date notice of the contents of such Affidavit and Declaration of Amendment is provided to the Licensee in accordance with Paragraph 6 below.

4. WATER LEVELS. Licensee acknowledges that the level of the waters controlled by the FERC license vary from time to time. Licensor shall not be responsible to Licensee, the Association or Lot owners for any damage or liability occasioned by changes in water levels. It is specifically understood and agreed that Licensor shall not be liable to Licensee by reason of the operation of the Project.

5. TERMINATION. If Licensee violates any of the terms and conditions set forth in this License including, but not limited to, conducting or allowing any activities in violation of Paragraph 1, Licensor shall have the right to declare Licensee in default, and Licensor may send written notice to Licensee of such default. If Licensee fails to cure such default within thirty (30) days after written notice to Licensee (provided, however, that in the event Licensor has sent more than three (3) notices of default by the same Lot owner(s) or the Association to Licensee, Licensor shall have no duty to allow Licensee the opportunity to cure the fourth default), then Licensor may exercise the remedies reserved to Licensor hereunder. Further, Licensee acknowledges that certain defaults may not be able to be cured within thirty (30) days of notice or public safety may require immediate termination of the License, and in those situations Licensor shall have no duty to allow for a cure period and may terminate the License immediately. Licensor shall have, in addition to all other rights and remedies at law or in equity, the absolute right to terminate this License after expiration of the applicable notice and cure period, provided, however, that if the default has been committed by one or more specific Lot owners (or their permitted invitees or guests), then Licensor may only terminate the License as to those Lots owned by the defaulting Lot owners and shall not terminate the entire License. In the event of a termination, the Licensee (in the case of a full termination) or the defaulting Lot owner (in the case of a partial termination) shall in such event promptly remove its pier or discontinue its use of a cluster dock, (failure of the Association to enforce termination of individual Lot owners rights on piers or cluster docks shall constitute a default as to the Association hereunder.) and the woodchips and bark and other installations in its path and other items in the View Corridor, and if it fails to remove such items, Licensor is authorized to do so at Licensee's expense (in the case of a full termination) or the defaulting Lot Owner's expense (in the case of a partial termination). Licensor shall have the right to exercise its right to terminate this License Agreement in whole or in part. Accordingly and in amplification of the foregoing, if any owner of a Lot commits any breach or default of this License Agreement, Licensor shall have the same rights to terminate this License Agreement with respect to the defaulting Lot owner and Lot without affecting the rights of other Lot owners or the Association.

6. SUCCESSORS AND ASSIGNS. The terms, conditions and rights contained herein shall be covenants running with the land and shall be appurtenant to Licensee's Property only. This License shall be recorded against the Natural Shoreline Area and the terms and conditions contained herein shall bind, inure to the benefit of and be enforceable: (i) by Licensor and its representatives, agents, employees, successors and assigns as Licensors of the Natural Shoreline Area and (ii) by Licensee, the Association and the fee owners of the Lots, and their permitted successors and assignees. Licensee shall have the right to assign this License Agreement to the Association for the benefit of the owners of the Lots, provided that the Lot owners are the beneficiaries of the rights granted hereunder. The rights granted under the License Agreement are an appurtenance to each lot, but are subject to Licensor's right to terminate as set forth in Paragraph 6 above.

7. NOTICE. Whenever notice is required to be given pursuant to this License, the same shall be given in the manner and to the party as follows:

All notices and other communications required or permitted hereunder shall be in writing and mailed in the United States mail, postage prepaid, certified mail or overnight courier, addressed to Licensor or Licensee, as the case may be, at the address therefor set forth above, or at such other address as either party shall hereafter designate by like notice, which notices shall be deemed to have been given on the date which is two (2) days after certification thereof or deposit with such overnight courier.

8. SEVERABILITY. If any term, provision or condition of this License shall, to any extent, be invalid or unenforceable, the remainder of this License (or the application of such term, provision or condition to persons or circumstances other than in respect of which it is invalid or unenforceable) shall not be affected thereby; and each term, provision and condition of this License shall be valid and enforceable to the fullest extent permitted by law.

9. MICHIGAN LAW. The terms and provisions of this License shall be governed by and construed in accordance with the laws of the State of Michigan.

10. ATTORNYS' FEES. Either party hereto (or their respective representatives, successors and assigns) may enforce this instrument by appropriate action, and the prevailing party in such action shall be entitled to recover, as part of its costs, reasonable attorneys' fees and expenses incurred in such action.

11. COUNTERPARTS. This License may be executed in one or more counterparts, each of which shall be deemed an original and which, when taken together, shall constitute one and the same instrument. Signature(s) of the parties to this License may be executed and notarized on separate pages.

12. NO PARTNERSHIP. None of the terms and provisions of this License shall be deemed to create a partnership between or among the parties hereto in their respective businesses or otherwise, nor shall any terms or provisions of this License cause them to be considered joint ventures or members of any joint enterprise.

13. AMENDMENT. Neither this License nor any of the terms, covenants or conditions hereof may be modified or amended, except by an agreement in writing, duly executed and delivered by the party against whom enforcement of such modification or amendment is sought.

14. NOT A PUBLIC DEDICATION. Nothing herein contained shall be deemed to be a gift or dedication of any portion of the Natural Shoreline Area to the general public or for the general public or for any public purposes whatsoever, it being the intention of the parties that this License shall be strictly limited to and for the purposes herein expressed.

15. NONEXCLUSIVE RIGHTS. Licensor expressly reserves and retains the right, provided it does not unreasonable interfere with the rights granted hereunder to use, or to grant to others the right to use, the surface and subsurface of, and the air space above, the Natural Shoreline Area for all lawful purposes, including without limitation the right to pass over the Natural Shoreline Area to remove improvements on the Natural Shoreline Area that are in violation of this License and to perform Licensor's obligations under the FERC license.

16. LAWS AND REGULATIONS. The License herein granted shall be subject to all laws, rules, regulations, ordinances and other requirements of law, including but not limited to federal, state and local laws, rules, regulations, ordinances and other legal requirements.

17. INDEMNITY. Licensee shall and hereby does indemnify and hold Licensor harmless from and against any and all claims, liabilities, costs and expenses arising from or in connection with loss of life, injury and/or damage to persons or property arising from or in connection with Licensee's use and maintenance of the Natural Shoreline Area, except to the extent that any such claim, liability, cost or expense arises from or in connection with any willful misconduct or grossly negligent act or omission of Licensor. Licensee shall, at Licensee's expense, repair any damage to the Natural Shoreline Area occurring as a result of Licensee's use of the Natural Shoreline Area, except to the extent any such damage occurs as a result of any willful misconduct or grossly negligent act or omission of Licensor.

After notice and expiration of the cure period provided in Paragraph 7 hereof, Licensor may, but shall not, in any event, be obligated to, make any payment or perform any act hereunder to be made or performed by the Licensee; provided, however, that no entry by Licensor upon the Natural Shoreline Area for such purposes shall constitute or be deemed to be an interference with this License; and provided, further, that no such payment or performance by Licensor shall constitute or be deemed to be a waiver or consent to a default by the Licensee hereunder, or shall prevent Licensor from pursuing any other right or remedy available hereunder, at law or in equity. All sums paid by Licensor and all costs and expenses (including, but not limited to, attorneys' fees) incurred by Licensor in connection with any such payment or performance, together with interest thereon at the lesser of (a) the rate per annum equal to two percent (2%) in excess of the Prime Rate, as such rate is announced from time to time by US Bank, NA or successor thereto at its principal place of business, or (b) the highest rate permitted by applicable law, shall be due and payable by the Licensee within twenty-one (21) days after the receipt of notice from Licensor setting forth the amounts due and owing pursuant to this Paragraph 19.

20. DATES. If any date herein set forth for the performance of any obligations by Licensor or Licensee or for the delivery of any instrument or notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein, the term "legal holiday" means any state or federal holiday on which financial institutions or post offices are generally closed in the State of Michigan.

21. ESTOPPEL CERTIFICATES. Each party hereto, within twenty (20) days of its receipt of a written request from the other party, shall from time to time provide the requesting party a certificate binding upon such party stating: (a) to the best of such party's knowledge whether any party to this License Agreement is in default or violation of this License Agreement and if so identifying such default or violation; and (b) that this License Agreement is in full force and effect and identifying any amendments to this License Agreement as of the date of such certificate.

22. BANKRUPCY. In the event of any bankruptcy affecting any party, the parties agree that this License Agreement shall, to the maximum extent permitted by law, be considered an agreement that runs with the land and that is not rejectable, in whole or in part, by the bankrupt person or entity.

23. AUTHORITY. Each of the parties hereto hereby represents and warrants to the other party that they have the express authority and power to enter into this License Agreement and that no further consent or approval is required from any party with respect to the representing party's execution and delivery of this License Agreement. Further, the parties represent and warrant to the other party that the individuals executing this License Agreement on behalf of said party have the unqualified authorization and authority to execute this License Agreement and bind said party to the express terms hereof.