plans and specifications, engineering plans and studies, floor plans and other plans orstudies of any kind; all furniture, furnishings and carpeting; all heating, lighting,plumbing, electrical and air-conditioning fixtures and equipment, all hot water heaters,furnaces, heating controls, motors and boiler pressure systems and equipment; all shelvingand partitions; all ventilating, incinerating, disposal, cleaning, snow removal andlandscaping equipment; all storm and screen doors and windows; and all building supplies,fixtures and repair equipment (collectively the **“Personalty”).**     **1.3.****Intangible Property.** With the exception of all intangible property relatedto Seller’s banking operations, intangible property, whether enumerated in his Agreement ornot, owned, controlled or held by Seller between the date of this Agreement and the “ClosingDate” (as defined in paragraph 14 below), now or subsequently used in connection with theoperation or maintenance of the Property, including but not limited to all leases, licensesand other agreements to occupy all or any part of the Property; all claims, warranties,guarantees and sureties, if any, given in connection with the construction, improvement orequipment of or pertaining to the Property; all air rights, excess floor area rights andother development rights relating to or appurtenant the Property; all rights to obtainutility service in connection with the Property; all assignable licenses, permits andapprovals relating to the Property; all service contracts for the benefit of the Propertywhich Purchaser desires to assume; all rights to use any name by which the Property may becommonly called; and all architectural, engineering and construction plans, tests, reports,drawings and specifications (collectively the **“Intangible Property”).**     **1.4.****Appurtenant Rights.** All right, title and interest of Seller to land, ifany, lying in the bed of any street, road or avenue, open or proposed, at the foot of oradjoining the Property to the center line of such street, road or avenue, and to the use ofall easements, if any, whether of record or not, appurtenant to the Property and the use ofall strips and rights-of-way, if any, abutting, adjacent to, contiguous to or adjoining theProperty (collectively the **“Appurtenant Rights”).**          **2.****PURCHASE PRICE AND MANNER OF PAYMENT.** The total purchase price (the **“PurchasePrice”)**to be paid to Seller by Purchaser for the Property is Eighteen Million Three Hundred FiftyThousand and 00/100 Dollars ($18,350,000.00). Purchaser reserves the right to reasonably allocatethe Purchase Price between the Milwaukee Parcel and the Damen Parcel, and upon notice thereof fromPurchaser to Seller prior to the Closing Date, Seller agrees to cooperate with Purchaser andallocate the Purchase Price as determined by Purchaser.          **3.****PAYMENT OF PURCHASE PRICE.** The Purchase Price shall be satisfied or paid to Sellerin the following manner and at the following times:     **3.1.****Earnest Money.** Purchaser shall deliver to Seller herewith a check in theamount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the **“Earnest Money”)payable to Chicago Title & Trust Company (**“Escrowee”**). The Earnest Money shall be held byEscrowee in a strict joint order escrow account for the benefit of both parties. AtPurchaser’s option, the Earnest Money may be invested in an interest-bearing
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money market account or an alternative investment satisfactory to Purchaser. All interestearned on the Earnest Money shall be delivered to the party entitled to receive the EarnestMoney; provided, however, on the Closing Date the Earnest Money (exclusive of interestearned thereon) shall be applied against the Purchase Price and the interest thereon shallbe delivered to Purchaser.     **3.2. Balance of Purchase Price.** On the Closing Date, Purchaser shall pay toSeller, by certified or cashier’s check or by wire transfer, the balance of the PurchasePrice in the amount of Seventeen Million Eight Hundred Fifty Thousand and 00/100 Dollars($17,850,000.00), plus or minus prorations.          **4. TITLE INSURANCE.** Seller has delivered to Purchaser commitment number 8431838dated February 8, 2008, for an ALTA 2006 owner’s title insurance policy effective as of the ClosingDate (the **“Title Commitment”**) issued by Chicago Title Insurance Company (the **“Title Insurer”**) inthe amount of the Purchase Price. The Title Commitment at closing shall be modified to showPurchaser as the proposed insured, and showing insurable title to the Property to be in Sellersubject only to (1) general real estate taxes not yet due and payable, (2) title exception H notedin the Title Commitment, (3) matters disclosed by the “Survey” (as defined in paragraph 5 below)which are not “Survey Defects”, (4) the rights of Seller under this Agreement, (5) rights ofBroadline, Inc., Jungle Gym Fitness Corporation and the Wicker Park/Bucktown Chamber of Commerce(the “Tenants”) under their respective leases (the “Leases”), (6) matters arising out of any act ofPurchaser or its representatives (the “Purchaser’s Representatives”), and (7) title exceptionspertaining to liens or encumbrances of a definite or ascertainable amount which may be removed bythe payment of money or otherwise on the Closing Date and which Seller shall so remove at that time(collectively the **“Permitted Encumbrances”**). At closing, Seller shall cause the Title Insurer toissue to Purchaser either an owner’s title insurance policy or a marked copy of the TitleCommitment with (i) extended coverage over all general exceptions, (ii) a 3.1 zoning endorsementwith parking, (iii) an access endorsement, (iv) a location note endorsement, (v) a surveyendorsement, (vi) a tax parcel endorsement, (vii) a utility facility endorsement, (viii) acontiguity endorsement, if applicable, (ix) a subdivision endorsement, (x) an endorsement deletingthe creditors’ rights exception, (xi) a restrictions or ALTA 9.2 endorsement, and (xii) such othertitle endorsements as Purchaser shall reasonably request (the **“Title Policy”**) in conformity withthe provisions of this paragraph 4. The Title Policy shall reflect the allocation of the PurchasePrice between the Milwaukee Parcel and the Damen Parcel as described in paragraph 2 above. Thecosts of the Title Policy, all title endorsements thereto and any update or later date fees shallbe paid for by Seller.          **5. PLAT OF SURVEY.** Seller shall furnish or cause to be furnished to Purchaser, withinfive (5) business days after the date of this Agreement, a currently dated plat of survey (the**“Survey”**) certified to Purchaser, Purchaser’s lender, the Title Insurer and such other partiesdesignated by Purchaser and made by a registered Illinois land surveyor in accordance with theMinimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, jointly established andadopted by ALTA and ACSM in 1992, and shall include item numbers 1, 3, 4, 7(a), 7(b)(l), 7(c), 8,9, 10, 11 and 14 from Table A thereof, or such other standards acceptable to Purchaser, (i)depicting the location and dimensions of the Property and all of the Improvements
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thereon; (ii) indicating the street address and legal description of the Property, the squarefootage of the Property and each of the Improvements, and the number of parking spaces, if any;(iii) showing all curb cuts, driveways, parking spaces, if any, streets and alleys adjacent to theProperty and vehicular access from the Property to said streets and alleys; (iv) showing thepresent location of all recorded easements, visible easements, utility lines and building lines onthe Property and without any encroachments onto or over easements, building lines, rights of way orany adjoining property; and (v) showing no encroachments onto the Property from any adjoiningproperty. The Survey shall further certify that the Property is not located in an area identifiedby an agency or department of the federal government as having special flood or mudslide hazardswhich would require flood insurance under the Flood Insurance Act of 1968, as amended from time totime, or under any other applicable law or regulation. The cost of the Survey shall be paid for bySeller. The Survey must be sufficient to enable the Title Insurer to delete the general surveyexception and to issue the Title Policy free from any survey exceptions whatsoever. Purchaser shallnotify Seller within three (3) business days after Purchaer’s receipt of the Survey as to whetherthe same discloses any matter that renders title to the Property unmarketable or uninsurable**(“Survey Defect”).**In absence of such notice, it shall be conclusively presumed that there are noSurvey Defects.          **6.****TITLE DEFECTS.** If the Title Commitment or the Survey delivered by Seller disclosesexceptions other than Permitted Encumbrances (the **“Non-Permitted Exceptions”)**or Survey Defects,Seller shall have until the Closing Date to have the Non-Permitted Exceptions removed from theTitle Commitment or to correct such Survey Defects, or to have the Title Insurer commit to insureagainst any loss or damage that may be occasioned by such Non- Permitted Exceptions or SurveyDefects. Seller shall in good faith use its best efforts to have such Non-Permitted Exceptionsremoved, Survey Defects cured and/or have the Title Insurer commit to insure over suchNon-Permitted Exceptions or Survey Defects on or before the Closing Date. If Seller fails to havethe Non-Permitted Exceptions removed, any such Survey Defects corrected or have the Title Insurercommit to insure over such Non-Permitted Exceptions or Survey Defects, then Purchaser may elect to(i) terminate this Agreement by delivering written notice thereof to Seller and promptly receive areturn of the Earnest Money and all interest accrued thereon; or (ii) accept title to the Propertyas it then is with the right to deduct liens or encumbrances of a definite or ascertainable amountfrom the Purchase Price to be paid on the Closing Date.          **7.****PRORATIONS AND ADJUSTMENTS.** The following items shall be paid, prorated andadjusted as of the Closing Date as follows:     **7.1.** General real estate taxes for 2007 and 2008 levied against the Property which arenot then due and payable shall be prorated at closing based on one hundred percent (100%) ofthe amount determined by multiplying the most recent assessed valuation of the Property bythe most recent tax rate and state equivalization factor. The tax prorations shall bereprorated upon the issuance of the actual tax bills for 2007 and 2008. This provision shallsurvive the Closing Date.
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     **7.2.** Seller shall, pursuant to the terms of a post-closing occupancy agreement (the**“Post-Closing Occupancy Agreement”),**retain use and occupancy of the Improvements on theMilwaukee Parcel for a period not less than nine (9) months and not more than eighteen (18) months,at a monthly use and occupancy charge of Seventy-Five Thousand and 00/100 Dollars ($75,000.00),payable on the first day of each calendar month during the term of said Post-Closing OccupancyAgreement. Seller shall also pay to Purchaser fifty percent (50%) of all (i) real estate taxes,and (ii) insurance premiums for casualty and liability insurance relating to the Building duringthe term of the Post-Closing Occupancy Agreement. The Post-Closing Occupancy Agreement willprovide that Seller may terminate its Post-Closing Occupancy Agreement at any time after nine (9)months have elapsed, but Seller shall give Purchaser not less than thirty (30) days prior writtennotice of Seller’s intention to (i) terminate the Lease, and (ii) vacate and surrender possessionof the Milwaukee Parcel to Purchaser.     **7.3.** All charges for gas, electricity, water, telephone and all other utilities shall be paidby Seller through and including the date that Seller terminates the Lease and surrenders possessionof the Milwaukee Parcel to Purchaser. Final meter readings shall be ordered by Seller as of saiddate. There shall be no proration of utility charges on the Closing Date.     **7.4.** Rent due from tenants under the Leases shall be prorated as of the Closing Date.     **7.5.** On the Closing Date, Seller shall give Purchaser cash credits for all (i) tenant securitydeposits (including accrued interest thereon owed to tenants, if any) paid by tenants under theLeases, and (ii) unapplied real estate tax escrow payments made by tenants under the Leases.     **7.6.** Any prepaid amounts under any service contracts which Purchaser has expressly agreed inwriting to assume shall be prorated as of the Closing Date.     **7.7.** Owner’s title insurance charges, surveyor’s fees, transfer taxes imposed by the State ofIllinois and Cook County, one-half (1/2) of the deed and money escrow fee, one-half (1/2) of theN.Y. Style closing fee, the recording fees for releasing or discharging any encumbrances from theProperty and all other customary seller’s charges shall be paid for by Seller. All loan titleinsurance charges, transfer taxes imposed by the City of Chicago, one-half (1/2) of the deed andmoney escrow fee, one-half (1/2) of the N.Y. Style closing fee and customary purchaser’s title andrecording charges shall be paid for by Purchaser.     **7.8.** All accounts payable and other obligations incurred by Seller prior to the Closing Daterelating to the Property shall be paid or performed by or on behalf of Seller on or before theClosing Date, or as soon as practicable after the Closing Date, and Purchaser assumes no obligationor responsibility for the payment or performance of such obligations.
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          **8.****REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER,**Seller represents and warrants to Purchaser that as of the date of this Agreement, and Sellercovenants to Purchaser that as of the Closing Date:     **8.1.** Seller is and will be the owner of fee simple title to the Property, subject onlyto those matters noted in the Title Commitment and such other defects, liens or encumbrancesas Purchaser may elect to waive under the provisions of paragraph 6 above.     **8.2.** The Lease is the only lease affecting the Property, and no third party other thanSeller has any right to possession of all or any portion of the Property.     **8.3.** Neither Seller nor any of its agents has received any written notices from anymunicipal, county, state or other governmental authority of any environmental, zoning,building, tenants’ rights, fire, health code or any other violation(s) of any statutes,laws, codes, ordinances, rules or regulations with respect to the Property which will nothave been corrected by Seller prior to the Closing Date. Seller shall promptly (i) complywith any such written notices received after the date of this Agreement and prior to theClosing Date, and (ii) deliver copies of any such written notices to Purchaser.     **8.4.** There are and will be no liens, claims or unpaid taxes against Seller and/orapplicable to the Property for federal withholding taxes or state sales, retailer occupationor unemployment taxes, or any other taxes or charges whatsoever, except general real estatetaxes which are not yet due and payable.     **8.5.** There are and will be no recorded or unrecorded mechanics’ ormaterialmens’ liens or any claims for such liens affecting the Property, and as of theClosing Date, there will be no work or materials performed or furnished affecting theProperty for which payment will not have previously been made. Seller will furnish Purchaserwith an affidavit to this effect on the Closing Date.     **8.6.** There are and will be no contracts, agreements, leases, licenses, invoices, billsor understandings of any nature, written or oral, formal or informal, other than thosedelivered to Purchaser under paragraph 10 below, which Purchaser, as the prospective ownerof the Property, will be required to assume or pay, or to which Purchaser may, as aconsequence of entering into this Agreement or purchasing the Property, become bound withoutPurchaser’s express prior written consent.     **8.7.** There are no condemnation or judicial proceedings, administrative actions orexaminations, claims, litigation or other proceedings of any type which have been institutedor are pending or which, to the best of Seller’s knowledge, are threatened against all orany portion of the Property, or which affect Seller’s ability to enter into and fulfill itsobligations under this Agreement. No attachments, execution proceedings, assignments for thebenefit of creditors, insolvency, bankruptcy, reorganization or other proceedings arepending, or, to Seller’s actual knowledge, threatened against Seller, nor are any of suchproceedings contemplated by Seller.
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     **8.8. Neither Seller nor any of its agents has received any written notice from any insurancecompany of any defects or inadequacies in the Improvements which might adversely affect theinsurability of the Improvements. Seller shall promptly comply with any written notice receivedafter the date of this Agreement and promptly deliver copies of any such notices to Purchaser.     **8.9. Seller has not received any written notice alleging that it is in default under any ofthe documents, recorded or unrecorded, referred to in the Title Commitment, nor has Seller receivedany notice alleging that Seller has failed to timely perform all of the obligations required to beperformed by it, nor alleging that Seller is otherwise in default under any contracts relating tothe management, leasing, operation, maintenance or repair of the Property.     **8.10. Seller shall maintain or cause the Property to be maintained in its current conditionand repair, normal wear and tear excepted, and shall cause the Property to be operated in thenormal course of business and in compliance with the terms of this Agreement until the ClosingDate. After the Closing Date, Seller shall maintain or cause the Improvements to be maintained intheir current condition and repair, normal wear and tear excepted, until the date Seller terminatesthe Lease and surrenders possession of the Milwaukee Parcel to Purchaser.     **8.11. The Lease and all of the records, agreements, licenses, permits, operating statementsand other documents and materials required to be delivered to Purchaser pursuant to paragraph 10below shall be true, correct and complete and in such form as required under said paragraph 10.     **8.12. Seller has received no written notice stating that access to the Property from anyadjoining public streets would be terminated, or which stated that there would be a discontinuationof adequate sewer, water, gas, electric, telephone or other utility services.     **8.13. Seller has received no written notice stating that, (i) the Property and the Personalty,including but not limited to the exterior walls and structural components of the Improvements, andthe heating, air conditioning, plumbing, ventilating, utility, sprinkler and other mechanical andelectrical systems, apparatus and appliances located on or about the Improvements are affected bymaterial defects and are not in operating condition; (ii) the Improvements are not free frominfestation by termites or other pests, insects or animals; and (iii) the roof is not free fromleakage or other impairments.     **8.14. Seller has received no written notice of any threatened any special taxes or assessmentswith respect to the Property other than general real estate taxes not yet due and payable. Sellerhas no knowledge of and neither Seller nor any of its agents has received any notice of anyproposed increase in the assessed valuation of the Property for real estate tax purposes.
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     **8.15. Seller has no obligations or responsibilities whatsoever for any period of time prior tothe Closing Date to any persons or entities involved in the operation, maintenance and managementof the Property which have not been satisfied, and Seller shall defend, indemnify and holdPurchaser harmless from and against any and all such obligations to such persons which arose beforethe Closing Date. Furthermore, there are no unfunded vested benefits or any withdrawal liability asdetermined under the applicable sections of the Employee Retirement Security Act of 1974, asamended, or the Internal Revenue Code of 1986, as amended, attributable to Seller for whichPurchaser may have any responsibility as a result of the transaction contemplated by thisAgreement.     **8.16. Seller has the full power to execute, deliver and carry out the terms and provisions ofthis Agreement and all other agreements, instruments and documents herein required to be made ordelivered by Seller pursuant hereto. Seller has taken all necessary action to authorize theexecution, delivery and performance of this Agreement and such other agreements, instruments anddocuments, to enter into this Agreement and to consummate the sale and make the transfer andassignments contemplated by this Agreement. The sale, conveyance or assignment of the Propertycontemplated under this Agreement does not require the consent of any party which has not beenobtained by Seller. The individuals executing this Agreement and all other agreements, instrumentsand documents herein required to be made or delivered by Seller on behalf of Seller are and shallbe duly authorized to sign the same on Seller’s behalf and to bind Seller thereto.     **8.17. The execution and delivery of this Agreement, and the consummation of the transactionscontemplated by this Agreement, are not prohibited by and will not conflict with, constitutegrounds for termination of, or result in the breach of any contracts, agreements or instruments towhich Seller is now a party or by which Seller is bound, nor any order, rule or regulation of anycourt or other governmental agency or official.     **8.18. To Seller’s knowledge, except as provided in that certain Phase IEnvironmental Site Assessement dated July 26, 2002 prepared by Laicon, Inc. pertaining to theProperty, Seller has not received any written notification from any governmental authority that (i)all or any portion of the Property and/or the Improvements violates any federal, state and/or localenvironmental laws rules, statutes, directives, binding written interpretations, binding writtenpolicies, ordinances and regulations issued by any governmental authority and in effect as ofthe date of this Agreement applicable to the Property **(“Environmental Laws”); or (ii) any“Hazardous Substances” (as defined under any Environmental Laws) have been stored or generated at,released or discharged from or are present upon the Property and/or the Improvements, except in theordinary course of business and in accordance with all Environmental Laws. To Seller’s knowledge,no Hazardous Substances are now located on the Property and neither Seller nor, to Seller’sknowledge, any other person has ever caused or permitted any Hazardous Substances to be placed,held, located or disposed of on, under or at the Property or any part of the Property in violationof any Environmental Laws.
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          If, after the date of this Agreement and prior to the Closing Date, Seller should gain suchknowledge or such facts should occur which would constitute a breach by Seller of any of therepresentations, warranties and/or covenants contained in this paragraph 8, Seller shall so notifyPurchaser prior to the Closing Date and either (i) Purchaser may waive such breach, or (ii) if inPurchaser’s good faith determination Purchaser’s intended use and/or development of the Propertywould be materially adversely affected or Purchaser would incur a material economic loss or damage,then Purchaser may elect to terminate this Agreement by delivering written notice thereof to Sellerand promptly receive a return of the Earnest Money and all interest accrued thereon.          Seller shall defend, indemnify and hold Purchaser, its members, managers, agents andemployees harmless from and against any and all damage resulting from the breach of any of therepresentations, warranties and/or covenants contained in this Agreement. In the event of anyalleged breach of any such representations, warranties or covenants, Purchaser shall deliverwritten notice of such breach to Seller, and Seller shall have ten (10) days to cure such breachor deny to Purchaser in writing the existence of such breach. Purchaser shall be entitled tooffset the amount of any damage suffered as a result of such breach which has not been contestedby Seller as set forth above or which has been adjudicated by a court of competent jurisdictionagainst any amounts otherwise due from Purchaser to Seller, whether due under the terms ofparagraph 3 above or under any other agreement between Seller and Purchaser.          **9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER.** Purchaser represents andwarrants to Seller that as of the date of this Agreement, and Purchaser covenants to Seller thatas of the Closing Date:     **9.1.**Purchaser is a limited liability company duly organized, validly existing and ingood standing under the laws of the State of Illinois. Purchaser has the full power toexecute, deliver and carry out the terms and provisions of this Agreement and all otheragreements, instruments and documents herein required to be made or delivered by Purchaserpursuant hereto. Purchaser has taken all necessary action to authorize the execution,delivery and performance of this Agreement and such other agreements, instruments anddocuments to enter into this Agreement and to consummate the sale and make the transfer andassignments contemplated by this Agreement. The sale, conveyance or assignment of theProperty contemplated under this Agreement does not require the consent of any party whichhas not been obtained by Purchaser. The individuals executing this Agreement and all otheragreements, instruments and documents herein required to be made or delivered by Purchaserpursuant hereto on behalf of Purchaser are and shall be duly authorized to sign the same onPurchaser’s behalf and to bind Purchaser thereto.     **9.2.** The execution and delivery of this Agreement, and the consummation of thetransactions contemplated by this Agreement, are not prohibited by and will not conflictwith, constitute grounds for termination of, or result in the breach of any contracts,agreements or instruments to which Purchaser is now a party or by which it is bound, nor anyorder, rule or regulation of any court or other governmental agency or official.
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          **10.****DELIVERY OF DOCUMENTS.** Within two (2) days after the date of this Agreement,Seller shall cause to be furnished or made available to Purchaser, to the extent not previouslydelivered or made available to Purchaser, the following documents with respect to the Property tothe extent in Seller’s possession or reasonably available to Seller, together with all otherinformation in Seller’s possession or reasonably available to Seller concerning the Property whichPurchaser, its attorneys or agents may reasonably request:     **10.1. Copies of all title insurance reports Seller has available as of the date of thisAgreement, and after this Agreement is executed, the updated Title Commitment in accordancewith the terms of paragraph 4 above;     **10.2. A copy of an existing survey of the Property showing the boundaries and locationof all existing improvements of the Property as well as all easements, flood plains, andwetlands, if any, and after this Agreement is executed, the updated Survey in accordancewith the terms of paragraph 5 above;     **10.3. Copies of any building and use restrictions or declarations of easements,covenants and restrictions applicable to any portion of the Property;     **10.4. Copies of “as built” plans and specifications for the Improvements locating allutilities, roads, buildings, structures, parking areas and other improvements located on theProperty, and any existing topographical or engineering drawings of the Property;     **10.5. Copies of any and all public or private utility easements, access agreements,special assessment arrangements, tap-in or connection fee agreements or procedures relatingto the Property;     **10.6. Copies of any soil or boring reports, environmental studies, hydrologicalstudies, engineering studies, percolation tests or data, septic permits and any otherpermits issues by the State Department of Natural Resources or other governmental authorityin connection with the development of the Property;     **10.7. Copies of the most recent bills for current real estate or personal propertytaxes, water, charges and other utilities, together with proof of payment (if any of thesame have been paid);     **10.8. A copy of the most recent phase I environmental study on the Property, ifavailable;     **10.9. A copy of the most recent property physical condition report, if any;     **10.10. Copies of all licenses, permits, authorizations and approvals required by lawand issued by all governmental authorities having jurisdiction over the Property;
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     **10.11. Operating statements for the Property for the prior three (3) full calendaryears;     **10.12. Copies of all existing insurance policies in force and effect covering all orany part of the Property, together with (i) copies of all insurance claims and settlements,and (ii) summaries from all insurers of loss histories and claims paid relating to theProperty during the coverage periods;     **10.13. Copies of petitions for appeal of property taxes and/or assessments for theProperty which have been contested over the immediately preceding two (2) year period andthe results thereof; and     **10.14. Copies of all existing service and maintenance contracts and other writtenagreements pertaining to the Property in which Seller or its agents and affiliates haveentered into in connection with the construction, development, maintenance and ownership ofthe Property.          **11.****CONTINGENCIES AND CONDITONS PRECEDENT.** This Agreement and Purchaser’s obligationto close hereunder are subject to and conditioned upon (i) the continued validity of each and everyrepresentation, warranty and covenant contained in this Agreement; and (ii) the delivery of theclosing documents described in paragraph 12 below. Notwithstanding anything to the contrarycontained in this Agreement, any of the contingencies and conditions precedent may be waived inwriting by Purchaser, such contingencies and conditions being intended for the exclusive protectionand benefit of Purchaser. In the event any of such contingencies and/or conditions precedent arenot satisfied or waived by Purchaser and would, in Purchaser’s good faith determination, causePurchaser’s intended use and/or development of the Property to be materially adversely affected orwould cause Purchaser to incur a material economic loss or damage, then at the option of Purchaserthis Agreement may be declared null and void and the Earnest Money with all interest accruedthereon shall be promptly returned to Purchaser, or the Closing Date may be extended by Purchaseruntil such contingencies and/or conditions precedent are satisfied.          **12.****CLOSING DOCUMENTS.** On or before the Closing Date, Seller shall deliver thefollowing documents and materials to Purchaser or to the Title Insurer, as applicable:     **12.1. Special Warranty Deed executed by Seller in recordable form conveying theProperty to Purchaser, subject only to the Permitted Encumbrances.     **12.2. Bill of Sale conveying the Personalty to Purchaser.     **12.3. General Assignment transferring the Intangible Property to Purchaser.     **12.4. A fully executed original of the Lease.
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          **12.5.**Copies of all architect’s, engineering and building plans, tests, reports, drawings andspecifications for the Property, if any, which are in the possession of Seller or Seller’s agents.          **12.6.**ALTA Statement or Owner’s Affidavit, as applicable.          **12.7.**GAP Undertaking.          **12.8.**Non-Foreign Person (FIRPTA) Affidavit in form satisfactory to Purchaser and the TitleInsurer.          **12.9.**Completed State of Illinois, Cook County and City of Chicago Transfer Tax Declarationsto the extent applicable.          **12.10.**An affidavit executed by Seller certifying that the sale of the Property to Purchaserhereunder is not subject to and does not subject Purchaser to liability under Section 902(d) of theIllinois Income Tax Act or Section 5(j) of the Retailer’s Occupation Tax Act.          **12.11.**An affidavit executed by Seller certifying that the sale of the Property to Purchaserhereunder is not subject to and does not subject Purchaser to liability under the City of ChicagoBulk Sales Disclosure required under section 3-4-140 of the Municipal Code of Chicago.          **12.12.**The Title Insurance Policy in accordance with the terms of paragraph 4 above.          **12.13.**The Survey in accordance with the terms of paragraph 5 above.          **12.14.**Closing Statement.          **12.15.**Deed and Money Escrow Instructions.          **12.16.**Keys to all locks located in the Improvements.          **12.17.**Such other documents as the Title Insurer, Purchaser or its attorneys may reasonablyrequire in order to effectuate or further evidence the intent of any provision of this Agreement.          **12.18.**On the Closing Date, Purchaser shall deliver the following to Seller or the TitleInsurer, as applicable:          **12.19.**ALTA Statement if applicable.          **12.20.**GAP Undertaking.
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          **12.21.**Counterpart to Closing Statement.          **12.22.**Counterpart to Deed and Money Escrow Instruction.          **12.23.**Cash due on the Closing Date.          **12.24.**Such other documents as the Title Insurer, Seller or its attorneys mayreasonably request in order to effectuate or further evidence the intent of any provision ofthis Agreement.          **13.****ASSIGNMENT**. Purchaser may assign its interest under this Agreement to apartnership, limited liability company or any other entity to be formed so long as Purchaserremains liable for all of Purchaser’s obligations under this Agreement.          **14.****CLOSING DATE.** So long as all of the conditions precedent and other obligationsof this Agreement have been satisfied by Seller or waived in writing by Purchaser, the closingshall occur on March 31, 2008 (the **“Closing Date”**), or on such other date mutually agreed to inwriting by Seller and Purchaser, through a deed and money escrow with the Title Insurer at theChicago Loop office of the Title Insurer.          **15.****CASUALTY LOSS OR EMINENT DOMAIN.** Seller agrees to immediately notify Purchaserof any fire, other casualty or any notice of eminent domain proceeding affecting the Property. Ifprior to the Closing Date all or any portion of the Property is destroyed by fire or other casualtyor is taken or made subject to eminent domain proceedings, then Seller shall immediately so notifyPurchaser. Upon such occurrence, Purchaser shall, at its option, have the right to:          **15.1.**Terminate this Agreement and receive a refund of the Earnest Money and any othermoneys paid to the Title Insurer as escrowee and/or to Seller; or          **15.2.**Complete the transaction, in which event Seller shall:                                   **15.2.1.**Deliver to Purchaser an executed assignment of all insurance proceeds or condemnationawards payable as a result of such fire, casualty or condemnation in form and substancesatisfactory to Purchaser; and                                   **15.2.2.**Pay the amount of any deductible under such policy, if applicable.          **16.****BROKERS.** Seller and Purchaser agree to indemnify, defend and hold each otherharmless from and against any and all claims or demands with respect to any finder’s or brokeragefees, commissions or other compensation asserted by any person, firm or corporation in connectionwith this Agreement or the transaction contemplated by this Agreement arising from or as a resultof the actions of Seller or Purchaser, which indemnity shall survive the Closing Date. However,Seller acknowledges that at Purchaser’s option a consulting fee will be
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paid to an affiliate of Purchaser at closing, and Purchaser will be responsible for the payment ofsaid consulting fee.          **17.****POSSESSION.** Possession of the Property shall be delivered to Purchaser on theClosing Date, subject to the rights of Seller as tenant under the Lease on the Milwaukee Parcel.          **18.****ESCROW.** On or before the Closing Date, the parties shall establish an escrow withthe Title Insurer in accordance with the usual form of deed and money escrow agreement then in useby the Title Insurer, with such special provisions inserted in the escrow agreement as may berequired to conform with this Agreement. At the election of Purchaser, notwithstanding anything tothe contrary contained in this Agreement, payment of the Purchase Price and delivery of alldocuments shall be made through such escrow. The cost of such escrow shall be divided equallybetween Seller and Purchaser. This Agreement shall not be merged into any escrow agreement andthe escrow agreement shall be deemed auxiliary to this Agreement. The provisions of thisAgreement shall always be deemed controlling as between Seller and Purchaser.          **19.****DEFAULT.**          **19.1.**In the event of a default by Seller under this Agreement which remains uncured forfive (5) days after written notice from Purchaser, Purchaser may, at its option, elect toenforce the terms of this Agreement by an action for specific performance or terminate thisAgreement, in which event the Earnest Money and all interest accrued thereon shall bepromptly returned to Purchaser.          **19.2.**In the event of a default by Purchaser which remains uncured for five (5) daysafter written notice from Seller and a subsequent termination of this Agreement without thefault of Seller, the Earnest Money and all interest accrued thereon shall be paid to Selleras liquidated damages and as Seller’s sole and exclusive remedy.          **20.****INSPECTION CONTINGENCY.**          **20.1.**Purchaser shall have until 5:00 p.m. C.S.T. on March 13, 2008 (the **“InspectionPeriod”)**for Purchaser, its employees, third party consultants, lenders, engineers,accountants and attorneys (collectively **“Purchaser’s Representatives”)**to conduct aninspection of the Property, including the right to (i) enter upon the Property andImprovements, at reasonable times, to perform inspections and tests of the Property; (ii)make investigations with regard to soil tests and the environmental condition of the Propertyand the compliance by the Property with all applicable laws, ordinances, rules andregulations; (iii) review all title and survey matters and all books, records, contracts andother information relating to the Property and its operation; (iv) conduct traffic,engineering, mechanical, sewer, zoning, economic and feasibility studies with respect to thedevelopment of the Property; (v) approve any impact or other fees imposed by Cook County, theCity of Chicago or any other governmental or municipal entity having jurisdiction over theProperty; (vi) verify that all utilities are at or are stubbed to the Property and there areno
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recapture fees; and (vii) verify that Purchaser can obtain all necessary rezoning, specialuse permits, variances, final plats of subdivision or resubdivision, and all building,utility, construction andengineering permits, licenses and easements required in connection with Purchaser’s intendeddevelopment of the Property. If Purchaser determines that the results of any inspection,test, examination or review conducted by any of Purchaser’s Representatives are unacceptableto Purchaser for any reason in Purchaser’s sole discretion, then Purchaser may terminate thisAgreement by delivering written notice thereof to Seller (the **“Termination Notice”) prior tothe expiration of the Inspection Period, whereupon the Earnest Money and all interest accruedthereon shall be promptly returned to Purchaser and neither party shall have any furtherliabilities or obligations hereunder, except for those liabilities and obligations thatexpressly survive the termination of this Agreement. If Purchaser fails to deliver aTermination Notice to Seller prior to the expiration of the Inspection Period, then Purchaserwill be deemed to have waived its right to terminate this Agreement pursuant to thisparagraph 20.          **20.2.**Purchaser shall, at Purchaser’s sole cost, repair any damage to the Propertydirectly caused by its inspection of the Property, and, to the extent Purchaser orPurchaser’s Representatives alter, modify, disturb or change the condition of the Property aspart of the inspection, Purchaser shall, at Purchaser’s sole cost, restore the Property asclosely as possible to the condition in which the Property was found before such alteration,modification, disturbance or change. Purchaser hereby agrees to defend, indemnify and holdSeller harmless from and against any and all claims, liabilities, losses, damages, costs andexpenses (including reasonable attorneys’ fees and court costs) that Seller suffers or incursas a result of or in connection with Purchaser’s inspection of the Property or Purchaser’s orPurchaser’s Representatives’ entry upon the Property, unless caused by or resulting from thenegligence or misconduct of Seller.          **20.3.**If, in the course of its due diligence investigations, Purchaser acquires actualknowledge of any information that makes any of Seller’s representations and warranties setforth in paragraph 8 above to be untrue, and if Purchaser nevertheless elects to close, thenthose representations and warranties of Seller which Purchaser discovered to be untruehereunder shall be deemed modified so that Seller represents and warrants to such state ofaffairs as actually exists and of which Purchaser is actually aware. If Purchaser disclosesin writing any such information to Seller during the Inspection Period, then Seller will beentitled to deliver to Purchaser on the Closing Date a closing certificate reaffirming therepresentations and warranties which shall include the disclosure of such information.However, nothing contained herein shall absolve Seller from responsibility or liability asprovided in this Agreement for any of Seller’s representations and warranties which areuntrue and which are not discovered to be untrue by Purchaser during the Inspection Period.          **21.****LITIGATION.** In the event of litigation between the parties with respect to theProperty, this Agreement, the performance of their respective obligations hereunder or the effectof a termination under this Agreement, the non-prevailing party shall pay all costs and expensesincurred by the prevailing party in connection with such litigation, including but not limited toreasonable attorneys’ fees of counsel selected by the prevailing party. Notwithstanding any
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provision of this Agreement to the contrary, the obligations of the parties under this paragraph21 shall survive the termination of this Agreement or the Closing and the delivery of anyconveyance documentation.          **22.****NOTICES.** All notices required or desired to be given under this Agreement shall bein writing and shall be deemed properly delivered and received (i) when and if personallydelivered; (ii) one (1) business day after deposit with Federal Express or any other comparablecommercial overnight courier; or (iii) the same day when sent by confirmed facsimile before 5:00p.m. C.S.T. Notices may be delivered on behalf of the parties by and to their respective attorneys.Notices shall be addressed as follows:         A. If to Purchaser: PGG, LLC      c/o CG Development Group, LLC      1753 North Damen Avenue      Suite 200      Chicago, Illinois 60647      Attention: Mr. Jon Goldman      Facsimile: 773 269-2141           with a copy to: Much Shelist      191 North Wacker Drive      Suite 1800      Chicago, Illinois 60606      Attention: Steven L. DeGraff, Esq.      Facsimile: 312-521-2583         B. If to Seller: Midwest Bank and Trust Company      501 West North Avenue      Melrose Park, Illinois 60160      Attention: Mr. Bruno P. Costa      Facsimile: ______           with a copy to: Hinshaw & Culbertson LLP      222 North LaSalle Street      Suite 300      Chicago, Illinois 60601      Attention: Stephen H. Malato, Esq.      Facsimile: 312-704-3001          or to such other address as either party may from time to time designate by written notice tothe other party.          **23.****CONFIDENTIALITY.** Purchaser and Seller agree to maintain in confidence theinformation and terms contained in the “Evaluation Materials” (as defined below) and in thisAgreement (collectively the **“Transaction Information”).**Neither Seller nor Purchaser shall
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disclose all or any portion of the Transaction Information to any third party and each party shallmaintain the Transaction Information in confidence; provided, however, either Seller or Purchasermay disclose the Transaction Information (i) to any of Purchaser’s Representatives to the extentthat Purchaser’s Representatives reasonably need to know about such Transaction Information inorder to assist and perform services on behalf of Purchaser; (ii) to the extent required by anyapplicable statute, law, regulation, governmental authority or court order; and (iii) in connectionwith any litigation or proceeding that mayarise between the parties in connection with the transaction contemplated under this Agreement. Forpurposes of this Agreement, the term **“Evaluation Materials”**shall mean any documents and othermaterials or information delivered or made available by Seller or its agents to Purchaser orPurchaser’s Representatives together with the results of any studies, analysis or investigation ofthe Property undertaken by or on behalf of Purchaser. Purchaser agrees that the EvaluationMaterials shall be used solely for purposes of evaluating the acquisition and potential ownershipand operation of the Property.          **24.****SURVIVAL OF AGREEMENT.** The representations, warranties and covenantsmade in this Agreement by Seller shall be continuing, and shall be deemed remade by Seller as ofthe Closing Date with the same force and effect as if in fact specifically remade at that time.All representations, warranties and covenants made in this Agreement shall survive the Closing Datefor a period equal to the later of (i) twelve (12) months after the Closing Date, or (ii) the dateSeller vacates and surrenders possession of the Milwaukee Parcel to Purchaser, and shall not mergeinto any instrument of conveyance delivered at the closing. Except as otherwise provided herein,the effect of the representations, warranties and covenants made in this Agreement shall not bediminished, abrogated or deemed to be waived by any inspections or investigations made byPurchaser.          **25.****RECORDINGS PROHIBITED.** Seller shall not record this Agreement not amemorandum there of with the Cook County Recorder except in the event of a default by Sellerhereunder.          **26.****SUCCESSORS AND ASSIGNS.** This Agreement shall inure to the benefit of and bebinding upon the parties and their respective heirs, successors and assigns.          **27.****COUNTERPARTS.** This Agreement may be executed in any number of counterparts;each such counterpart shall be deemed to be an original document, but all such counterpartstogether shall constitute but one (1) Agreement. A fully executed facsimile copy of this Agreementshall be effective as an original.          **28.****PROVISIONS SEVERABLE.** The provisions hereof shall be deemedindependent and severable, and the unenforceability, invalidity or partial invalidity of any one(1) provision shall not affect the validity of enforceability of any other provision hereof.          **29.****CONSTRUCTION OF AGREEMENT.** In construing this Agreement, all headings andtitles are for the convenience of the parties only and shall not be considered a part of thisAgreement. Whenever required by the context, the singular shall include the plural and
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the masculine shall include the feminine and vice versa. This Agreement shall not be construed asif prepared by one of the parties, but rather according to its fair meaning as a whole, as if bothparties had prepared it. All Exhibits attached hereto are incorporated in this Agreement byreference thereto.          **30.****APPLICABLE LAW.** This Agreement shall be governed by and construed in accordancewith the laws of the State of Illinois.          **31.****ENTIRE AGREEMENT.** This Agreement embodies and constitutes the entire agreement andunderstanding between the parties with respect to the transaction contemplated hereunder, and allprior or contemporaneous agreements, understandings, representations and warranties are deemedmerged into this Agreement. Neither this Agreement nor any provisions hereof may be waived,modified, amended, discharged or terminated except by an instrument in writing signed by the partyagainst which the enforcement of such waiver, modification, amendment, discharge or termination is sought, andthen only to the extent set forth in such instrument.          **32.****TIME OF THE ESSENCE.** Time is of the essence of this Agreement. If any date hereinset forth for the performance of any obligations by Seller or Purchaser or for the delivery of anyinstrument or notice as herein provided should be on a Saturday, Sunday or legal holiday, thecompliance with such obligations or delivery shall be deemed acceptable on the next business dayfollowing such Saturday, Sunday or legal holiday. As used herein, the term “legal holiday” meansany state or federal holiday for which financial institutions or post offices are generally closedin the State of Illinois for observance thereof.THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFTBLANK. SIGNATURES FOLLOW ON THE NEXT PAGE
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           PURCHASER:   SELLER:             PGG, LLC, an Illinois   MIDWEST BANK AND TRUST COMPANY,  limited liability company   an Illinois banking corporation             By: /s/ Jon Goldman    By: /s/ Bruno P. Costa   Its: Managing Member   Its: Executive Vice President             
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