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NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows: 1. All capitalized terms not expressly defined herein shall have the meanings ascribed to them in the Purchase Agreement. 2. The term, "Property" as it is used in the Purchase Agreement and this Amendment, shall mean the Approved Legal Description. 3. The first sentence of Section 5 is deleted in its entirety and replaced with the following: "The purchase price of the Property is $1,411,165.00 (the "Purchase Price"). 4. With regard to Section 10(a) and 10(b), Buyer and Seller acknowledge that Buyer shall have until January 10, 2011 to obtain the Title Commitment and Survey, based on the Approved Legal Description, and until January 20, 2011 to provide written notice of the Objections to Seller pursuant to Section 11 of the Purchase Agreement. 5. Buyer and Seller agree that Buyer shall obtain the Survey and that Seller shall be responsible for all fees and costs of the Survey, up to a maximum of $4,000, due and payable no later than the Date of Closing. 6. The Due Diligence Date, as defined in Section 15, has been extended to March 31, 2011. 7. Seller will not subject the Property to the terms of the existing Master Declaration recorded in the office of the Anoka County Recorder as Document No. 484495.001 and will not subject the Property to any other "master declaration" establishing covenants, conditions, restrictions or easements. The City of Ramsey does intend to adopt an Ordinance establishing a special service district in accordance with Minnesota Statutes Chapter 428A. Buyer may exercise the contingency described in subsection (b) and terminate this Agreement by giving Seller notice in accordance with Sections 19 and 22 on or before the date five (5) business days after the date Seller delivers a proposed Special Service District Ordinance to Buyer for review. 8. Buyer acknowledges and agrees that the contingencies set forth in Sections 15(c) and 15(d) have been satisfied. 9. Buyer hereby waives the contingency described in Section 15(e). 10. Except as expressly modified hereby, the teiuis and conditions set forth in the Purchase Agreement shall remain in full force and effect. To the extent that the Purchase Agreement and this Amendment conflict, the terms and conditions of this Amendment shall govern and control. 11. This Amendment may be executed in two or more counterparts, each one of which may be construed as an original. [SIGNATURE PAGES TO FOLLOW] 2 3349063v4