NEW CITIES DEVELOPMENT - FUNDING AGREEMENT

FUNDING AGREEMENT This Funding Agreement (the "Agreement") is made as of this 15th day of April, 2003, by and between The City of Pleasanton, a Municial Corporation ("City") and New Cities Development Group, a California general partnership ("Developer"), with reference to the following facts: RECITALS A. The Developer intends to develop a 48-lot Planned Unit Development denoted PUD-97-12 (herein the "Project") which represents approximately 34.7 acres within the NSPA and encompasses Assessor Parcel Numbers 946-2612-13 and 946-2612-2-2 (the "Property" or the "Subject Property"). B. In 1992, City approved the North Sycamore Specific Plan (herein the "NSSP") for the 135-acre North Sycamore Specific Planning Area (herein the "NSPA") comprising both incorporated and then (and in some cases, presently) unincorporated lands, including the Property. Also in 1992, the City Council requested LAFCO to initiate proceedings for the annexation of the Property to the City and prezoned the Property consistent with the NSSP as Planned Unit Development. These prezoning designations for the Subject Property become effective as zoning designations upon the annexation of the Property to the City on May 4, 1993. C. In 1998 City approved a Specific Plan (the "HVSP") for the Happy Valley Specific Plan Area ("HVSPA") pursuant to an Environmental Impact Report (the "HVSP EIR"). The HVSP provides for, inter alia, annexation of certain properties into the City. The City desires to obtain certain benefits for existing residents of the HVSPA in connection with Developer's implementation of the Project. D. On October 19, 1999, the City Council, by Ordinance No. 1791, adopted the Concept Development Plan/Planned Unit Development Plan for the Project, including a total of up to 48 new dwelling units plus one existing residence. E. On January 10, 2001, the Planning Commission of City by Resolution No. 2000-01 approved a vesting tentative subdivision map, Tentative Tract Map 7193 (VTM 7193), for the Project. On March 20, 2001, the City Council of City granted an appeal of the Developer approving the deletion of Condition 3 of the Planning Commission Resolution (PAP-13) (Appeal of TR 7193), and by Ordinance No. 1827 amended by the Concept Development Plan/Planned Unit Development to eliminate a condition requiring completion of the election for the Annexation of the HVSPA before the Project could proceed to development (PUD-97-12-1M). F. On November 16, 2001, the Zoning Administrator approved an extension of the time for filing a final subdivision map under Condition 96 of PUD-97-12-1M to November 25, 2002, which was not appealed. On November 12, 2002, the Zoning Administrator approved a further extension of the time to file a final subdivision map under Condition 96, NCDG\35628\514233.2