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ANCHOR AGREEMENT FOR PHASE 1 OF THE CUYAHOGA INNOVATION ZONES PILOT PROGRAM This ANCHOR AGREEMENT (the "Agreement") is made as of this day of October, 2007, by and among the Mayfield Business Education Community Alliance Foundation, an Ohio non-profit corporation (the "Alliance"), the Mayfield Village, an Ohio municipal corporation (the "Village"), and the Beta Strategy Group, an Ohio ("BSG"; the Alliance, BSG and the Village are collectively, the "Parties" and individually a "Party"). WHEREAS, the Alliance has been awarded Twenty Thousand Dollars ($20,000.00) in grant funds (the "Funds") from the Board of County Commissioners of Cuyahoga County, Ohio (the "County"), through the County's Cuyahoga Innovation Zones Pilot Program (the "CIZ Program"); WHEREAS, the Alliance has entered into a Grant Agreement with the County of even date herewith, a copy of which is attached hereto as Exhibit "A" (the "Grant Agreement"); WHEREAS, the Village has agreed to undertake all of the obligations of the Alliance as the "Anchor" under the Grant Agreement, on which the Alliance has expressly relied in entering into the Grant Agreement; WHEREAS, the Parties will form The Mayfield Innovation Zone Inc., an Ohio non-profit corporation ("MIZ") to facilitate the purposes of the Parties and the CIZ Program; and WHEREAS, all defined terms used in this Agreement will have the same meanings as ascribed to them in the Grant Agreement unless otherwise noted herein. NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Partnership in Name Only. The Grant Agreement and related materials contemplate the formation of anon-profit corporation, namely MIZ, and that the Parties and other future Anchors will generally work cooperatively to advance the goals of the CIZ Program. The Parties agree that by entering into this Agreement, or otherwise working together, they are not forming a "partnership" as that term is defined in Ohio Revised Code Section 1775.05. No Party shall hold themselves out as a "partner" of the other, except to describe the cooperative relationship to pursue the goals of the CIZ Program and the Grant Agreement. Exhibit A {K0368359.1 }