Fourth Amendment To Agreement of Purchase And Sale And Joint Escrow Instructions

EXHIBIT 10.2 FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT
ESCROW INSTRUCTIONS This Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions (this " Fourth Amendment" ) is entered into by CENTURY PROPERTIES HENDERSON 18 LLC, a Nevada limited liability company (" Buyer" ), and PIONEER AMERICAS LLC, a Delaware limited liability company, as successor to Pioneer Chlor Alkali Company Inc. (" Seller" ), effective July 7, 2006. RECITALS : A. Marnell Properties, LLC, a Nevada limited liability company (" Marnell" ), and Seller executed an Agreement of Purchase and Sale and Joint Escrow Instructions (" Purchase and Sale Agreement" ) effective as of June 3, 2005; and, B. By an Assignment And First Amendment To Agreement Of Purchase And Sale And Joint Escrow Instructions effective as of October 31, 2005, Marnell assigned its right, title and interest under the Purchase and Sale Agreement to CENTURY STEEL, INC., a Nevada corporation (" Century Steel" ); and, C. By a Second Assignment and Second Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions, Century Steel assigned its right, title and interest under the Purchase and Sale Agreement to Buyer; and, D. By a Third Amendment To Agreement Of Purchase And Sale And Joint Escrow Instructions effective June 30, 2006 Buyer and Seller changed the last two sentences of Section 9(b) of the Purchase and Sale Agreement to state that the Closing shall be extended to July 7, 2006 and, E. Buyer and Seller wish to amend the Purchase and Sale Agreement. NOW, THEREFORE, Buyer and Seller agree as follows: 1. Recital A of the Sale Agreement is removed and replaced with the following: " Seller is the owner of certain real estate located in Clark County, Nevada being " Parcel 1-A," " Parcel 2-A" and " Parcel 3-A" on the Amended Parcel Map attached hereto as Exhibit " A" (the " Amended Parcel Map" ) (Parcel 1-A, Parcel 2-A and Parcel 3-A on the Amended Parcel Map are referred to collectively as the " Property" )."


AND in Recital A of the Purchase and Sale Agreement, Exhibit " A," the Amended Parcel Map is removed and replaced with Exhibit " A" to this Fourth Amendment. 2. Paragraph 5(e)(v) of the Sale Agreement is removed and replaced with the following: v. A lease agreement dated as of April 26, 2005 a memorandum thereof having been recorded December 28, 2005 in Book 20051228 as Instrument 00946 of Official Records in the Office of the County Recorder, Clark County, Nevada for billboard locations on the Property with Peckman Sign Company, LLC, as amended by an amendment thereto dated September 7, 2005, concerning the lease of billboard locations at the Property, with a second amendment to be executed to reflect the locations of five billboards to be built on the Property and corresponding amendment to the recorded lease memorandum (the lease agreement dated as of April 26, 2005, the memorandum thereof recorded December 28, 2005 in Book 20051228 as Instrument 00946, the amendment thereto dated September 7, 2005, the second amendment to be executed to reflect the locations of five billboards to be built on the Property and corresponding amendment to the recorded lease memorandum are attached as Exhibit B and incorporated by reference and are hereinafter referred to collectively as the " Peckman Sign Company Billboard Lease" ). AND in Paragraph 5(e)(v) of the Sale Agreement, Exhibit B is removed and replaced with Exhibit B to this Fourth Amendment. 3. Paragraph 5(e)(vi) is removed and replaced with the following: vi. Miscellaneous dedications and easements (not herein detailed) including, without limitation, the locatio ...