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PROMISSORY NOTE $705,582.50 Minneapolis, Minnesota March 15, 2012 FOR VALUE RECEIVED, the undersigned, TOTI HOLDINGS, LLC, a Minnesota limited liability company ( "Debtor "), promises to pay to the order of 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 ( "Creditor "), at its office Ramsey Municipal Center, 7550 Sunwood Drive, Ramsey, Minnesota 55303, Attention: City Administrator, or at any other place designated at any time by the holder hereof, the principal sum of Seven Hundred Sixty -Two Thousand Three Hundred Dollars and No /100 Dollars ($762,300.00), together with interest on the principal balance outstanding hereon from the date hereof as hereinafter provided. 1. Interest shall accrue on the unpaid principal balance of this Note as of the date hereof at the rate of six and one -half percent (6.5 %) per annum. Commencing on the 15 day of April, 2012 and the same day of each month thereafter, Borrower shall make payments of interest only in the amount of $3,821.91 per month. The total unpaid principal balance of this Note and accrued interest thereon shall be due and payable on the earlier of (i) September 14, 2012 (the "Maturity Date "), or (ii) acceleration of the Maturity Date in accordance with the terms hereof. Amounts repaid (including prepayments) in respect of this Note may not be reborrowed. 2. All payments of principal, interest, fees and expenses under this Note shall be made without set -off or counterclaim in immediately available funds in lawful money of the United States of America on the dates called for under this Note at the office of the Creditor designated above. Funds received on any day after such time shall be deemed to have been received on the next business day. Whenever any payment would be due on a day which is not a business day, such payment shall be made on the next succeeding business day and such extension of time shall be included in the computation of any interest or fees. All payments (or prepayments) received by the Creditor hereunder shall be applied to the principal sum, interest thereon and the other obligations of Debtor to the Creditor arising under or in connection with this Note in such order and manner as the Creditor may elect, and in the absence of any such election: first, to the payment of costs, expenses and fees due from Debtor to the Creditor arising under or in connection with this Note or the indebtedness evidenced hereby; next, to the payment of interest computed at the applicable rate provided for above; next, toward installments of the principal sum of this Note (in the case of a prepayment, in the inverse order of their maturities); and finally, to the payment of any other obligations due from Debtor and owing to Creditor. 3. Any payment not made by Debtor within five (5) days of the due date thereof, including without limitation any payment due on the Maturity Date, shall be subject to a late payment charge equal to five percent (5 %) of such delinquent payment, and shall be immediately due by Debtor to the holder hereof. Notwithstanding any other provision of this Note apparently to the contrary, after the occurrence and during the continuance of an Event of Default hereunder the entire principal sum evidenced by this Note, together with all accrued and unpaid interest thereon, shall, at the option of the holder hereof, bear interest at a rate per annum (the "Default Rate ") equal to eleven and one -half percent (11.5 %) in excess of the rate of interest per annum which would otherwise be payable hereunder, which interest shall be due and payable in full on demand. This Note may be prepaid in whole or in part at any time without penalty or premium. 4. If for any reason whatsoever the interest and other consideration payable to Creditor hereunder exceeds the limit prescribed by any applicable usury statute or any other applicable law, then such interest and other consideration shall be reduced to the limit provided in such statute or law, so that 4489181v2 02/15/12