0000807364-02-000007 Sample Contracts

Working Capital Support Agreement - Amendment #1
Capital Support Agreement • April 15th, 2002 • Interstate General Co L P • Land subdividers & developers (no cemeteries)

Interstate Business Corporation (IBC), a Delaware corporation, hereby agrees to amend its Working Capital Support Agreement with Interstate General Company L.P. (IGC), a limited partnership organized under the laws of Delaware, as follows:

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Working Capital Support Agreement
Interstate General Co L P • April 15th, 2002 • Land subdividers & developers (no cemeteries)

Interstate Business Corporation (IBC), a Delaware corporation, hereby agrees to provide working capital on an as needed basis to Interstate General Company L.P. (IGC), a limited partnership organized under the laws of Delaware. All such working capital advances will be treated as loan subject to the terms and conditions discussed below. In order to secure this note, all such advances will be secured by IGC's interest in its waste to energy projects that it is pursuing (as more fully described below). The terms and conditions of this agreement are as follows:

EMPLOYMENT AGREEMENT - Amendment #1
Employment Agreement • April 15th, 2002 • Interstate General Co L P • Land subdividers & developers (no cemeteries)

Interstate General Company L.P. ("IGC") and Paul H. Dillon ("Mr. Dillon") desire to amend Mr. Dillon's employment agreement, which was effective January 1, 2000. As such, the parties agree to be bound by the following terms and conditions:

EMPLOYMENT AGREEMENT - Amendment #2
Employment Agreement • April 15th, 2002 • Interstate General Co L P • Land subdividers & developers (no cemeteries)

Interstate General Company L.P. ("IGC") and Paul H. Dillon ("Mr. Dillon") desire to amend and extend Mr. Dillon's employment agreement, which was effective January 1, 2000, amended January 1, 2001, and expires December 31, 2001. As such, the parties agree to be bound by the following terms and conditions:

AMENDMENT TO DEMAND NOTE BETWEEN BRANDYWINE INVESTMENT ASSOCIATES, L.P. AND ST. CHARLES ASSOCIATES, LP
Interstate General Co L P • April 15th, 2002 • Land subdividers & developers (no cemeteries) • Delaware

THIS AMENDMENT TO DEMAND NOTE, made this 1st day of August, 2001 by and between Brandywine Investment Associates, L.P. (the "Borrower") and St. Charles Associates, Limited Partnership, a limited partnership organized and existing under the laws of the State of Maryland (the "Company"), hereby modifies the original Demand Note dated September 10, 1997 between the aforementioned parties.

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