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PURCHASE AGREEMENT RELATING TO PROPERTY IN RAMSEY TOWN CENTER Dated: March 19, 2009 1. Parties. The parties to this Purchase Agreement are: a. Minnwest Bank Central, a Minnesota banking corporation, 14820 Highway 7, Minnetonka, Minnesota 55345, Attention: Mr. Russ Bushman, Chief Credit Officer (the "Seller"); and b. The Housing and Redevelopment Authority in and for the City of Ramsey, Minnesota, Ramsey Municipal Center, 7550 Sunwood Drive, Ramsey, Minnesota, 55303, Attention: Mr. Kurt Ulrich, City Administrator (the "Buyer"). This Agreement sometimes refers to Seller and Buyer individually as a "Party" and collectively as the "Parties". 2. Property. The real property that is the subject of this Agreement is legally described on the attached Exhibit A (the "Property"). Other than grading and certain drainage and utility improvements, the Property is unimproved. The term "Property", as used in this Agreement includes all improvements and fixtures located on the Property and all hereditaments and appurtenances to the Property. There are concrete pipes intended for use as part of a storm water drainage system that are located on the Property. Seller claims no interest in the concrete pipes or any other personal property located on the Property. The Parties do not contemplate the conveyance of any personal property pursuant to this Agreement. 3. Purchase and Sale and Relationship to Settlement Agreement. Seller and Buyer are executing this Agreement contemporaneously with and as a part of Seller's, Buyer's and the City of Ramsey's execution of a settlement agreement relating to certain pending litigation between the City and Seller (the "Settlement Agreement"). Seller agrees to sell the Property to Buyer pursuant to the terms of this Agreement, and Buyer agrees to purchase the Property from Seller pursuant to the terms of this Agreement. In the event of a conflict between the terms of this Agreement and the terms of the Settlement Agreement, the terms of this Agreement control. 4. Purchase Price. The purchase price for the Property is Six Million Seven Hundred and Fifty Thousand and 00/100 Dollars ($6,750,000.00) if closing occurs on or before June 30, 2009 and the Adjusted Purchase Price, as defined below, if the transaction closes after June 30, 2009 (in either case, the "Purchase Price"). The "Adjusted Purchase Price" equals $6,750,000.00 less the amount of real estate taxes due and payable with respect to the Property in 2010. If, on the actual date of Closing, the amount of the real estate taxes due and payable with respect to the Property in 2010 cannot be obtained from the Anoka County Assessor's Office, the Parties agree that the amount of the real estate taxes due and payable with respect to the Property in 2010 shall be conclusively deemed to be equal to the amount of the real estate taxes due and payable with respect to the Property in 2009. 2303766v8