EXHIBIT 10.41 TO REGISTRATION STATEMENT ON FORM SB-2 ------------------------------------ LETTER AGREEMENT CONCERNING USE OF PROCEEDS WITH BDM CONSTRUCTION CO., INC. September 19, 1996 Rick McClish BDM Construction Company, Inc. 835 Piner Road Suite D Santa Rosa, CA 95402-3847 VIA FAX: 707-526-4980 Dear Rick: Savings Bank of Mendocino County has agreed to the following plan of distribution and use of the first funds received from our proposed direct public offering. The list below shows, in order of priority, our proposed use of funds for the first $2,500,000 of the proposed $4,000,000 direct public offering. 1) Cost of offering (estimated) $ 300,000 2) Working Capital 300,000 3) Completion of deferred building construction 600,000 4) Short term debt - BDM note 500,000 5) Short term debt - West America Bank 400,000 6) Short term debt - BDM note 400,000 ---------- $2,500,000 The Savings Bank has asked that you signify your understanding of and agreement with our intentions by signing at the bottom of this letter. After signing, please fax this letter back to me as soon as possible. This should complete the final requirement for our loan package with the bank. Sincerely, BDM Construction Company, Inc. /s/ Norman Franks /s/ Rick McClish Norman Franks by: Rick McClish CFO, Vice President EXHIBIT 10.41