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BRIGGS AND MORGAN respect, I agree with Mr. Shainess. While it is true that the methods used to compensate the Incentive Compensation are, in many respects, very similar to the methods used to compensate real estate brokers for the sale of real estate. That doesn't mean that anyone who is compensated in this manner is engaged in the sale of real estate. As indicated above, a fair reading of the Purchase and Sales Agreements make it clear that Landform was to provide a broad basket of services to the HRA and that all of these services, together, were intended to promote and cause development of the HRA's property. There is no reason why the HRA could not, if it so chose, agree to provide Incentive Compensation to Landform for all of these services including the many services for which a broker's license is not required under Minnesota Statutes Chapter 82. II. CONCLUSION I think this is a difficult issue. I think the Purchase and Sales Agreements do contemplate Landform providing certain services to the HRA which are services that Minnesota Statutes Chapter 82.55, subd. 19(a) indicates require a real estate brokerage license. It appears to me that the drafter's of the Purchase and Sales Agreements realized that this was, at a minimum, a close issue and attempted to address it with the language in Article X of the Purchase and Sales Agreement, but I do not see the language of Article X overcoming either the language in the Contractor's Proposal or the facts as to the actual services provided by Landform. Landform may argue that even if the Purchase of Services Agreements contemplate Landform's providing brokerage services, the intent was that those services be provided at no compensation and that Landform only be compensated for the other services. We could not find any Minnesota case law addressing that argument, but to me it is unpersuasive. Otherwise, it would be far too easy for parties to circumvent the intention of Minnesota Statutes Chapter 82 by providing for "free" brokerage services and then compensation for other services for which a brokerage license is not required. While I do believe that the Purchase of Services Agreements contemplated Landform's providing services for which a brokerage license is required and I do believe that Landform did provide some of those services, I do not agree with the conclusion of the Huberty Memo that all of the Incentive Compensation is, necessarily, attributable to those brokerage services. Therefore, while I believe that the HRA may have a grounds for withholding payment of some portion of Landforms compensation, I find no clear legal basis for advising the HRA as to the appropriate amount of compensation to withhold. Withholding all Incentive Compensation, may unfairly deny Landform Incentive Compensation they have earned for non -brokerage services. Although I have no legal basis for this conclusion, in my judgment it would be appropriate to withhold from Landform's Incentive Compensation and amount equal to the typical commission a commercial broker in Ramsey would earn on a sale of vacant land, assuming the land sold for its fair market value. 7 5240409v3