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EXHIBIT B (Escrow Agreement) ESCROW AGREEMENT The Housing and Redevelopment Authority in and for the City of Ramsey, Minnesota, a public body politic and corporate under the laws of the state of Minnesota ( "Seller "), and TOTI Holdings, LLC a Minnesota limited liability company ( "Buyer ") are parties to the purchase and sale of the real estate described in the attached Purchase Agreement, dated Sept . IS , 2010. As provided in Section 6 of the Purchase Agreement, Buyer hereby deposits the sum of $50,000 (the "Earnest Money" ) with Land Title, Inc., a Minnesota limited liability company ( "Title "). As provided in Section 24 of the Purchase Agreement, Buyer may subsequently deposit an additional $25,000 of Earnest Money with Title, and if Buyer does so, the term "Earnest Money" shall mean the entire $75,000 deposited by Buyer with Title. Title must hold the Earnest Money in an interest bearing account with an institution whose accounts are insured by a governmental agency or instrumentality. Upon notification by both parties in writing that the transaction has closed, Title will pay the Earnest Money to the Seller. If either party notifies Title that the transaction has not closed, Title must pay the Earnest Money as follows: 1. Upon receipt of consistent instructions from both Parties regarding the release of the Earnest Money, Title must deliver the Earnest Money pursuant to such instructions; 2. If Seller delivers a Notice of Cancellation of Purchase Agreement describing the Purchase Agreement and the Property, as defined therein, together with an Affidavit of Service evidencing service of the Notice of Cancellation on Buyer and an Affidavit of Failure to Comply with Notice completed, executed and acknowledged to Title on or before the date one hundred and eighty (180) days after the Date of Closing as defined in the Purchase Agreement, Title must deliver the Earnest Money to Seller. 3. If no disposition of the Earnest Money has been made by the date one hundred eighty (180) days from the Date of Closing, as defined in the Purchase Agreement and as the same may be extended pursuant to the terms of the Purchase Agreement and neither Party has commenced an action asserting claims with respect to the Earnest Money, Title must return the Earnest Money to Buyer. Title has no responsibility for any decision concerning performance or effectiveness of the Purchase Agreement, and is only responsible to act pursuant to the procedures set forth above. Buyer and Seller hereby agree to hold Title harmless from any claims or defenses arising out of this Escrow Agreement and indemnify Title for all costs and expenses in connection with this escrow, including court costs, attorney's fees, except for claims arising out of Title's failure to account for the funds held and costs and expenses incurred by the parties in connection with such a claim. 2650680v4 09/13/10 F -1