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LEASE AGREEMENT
  WELL-PROP (MULTI) LLC,
   LTF REAL ESTATE COMPANY, INC.
   Premises:
    
    Bloomington, MN
Eden Prairie, MN (2 locations)
Fridley, MN
St. Louis Park, MN
Boca Raton, FL




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TABLE OF CONTENTS
 Page1. Demise of Premises
    
    
    12. Certain Definitions
    
    
    13. Title and Condition; Single Lease Transaction
    
    
    84. Use of Leased Premises; Quiet Enjoyment
    
    
    105. Term
    
    
    106. Basic Rent
    
    
    117. Additional Rent
    
    
    118. Net Lease: Non-Terminability
    
    
    139. Payment of Impositions
    
    
    1310. Compliance with Laws and Easement Agreements; Environmental Matters
    
    
    1411. Liens; Recording
    
    
    1612. Maintenance and Repair
    
    
    1713. Alterations and Improvements
    
    
    1714. Permitted Contests
    
    
    1915. Indemnification
    
    
    2016. Insurance
    
    
    2117. Casualty and Condemnation
    
    
    2318. Termination Events
    
    
    2519. Restoration
    
    
    2520. Procedures Upon Purchase
    
    
    2721. Assignment and Subletting: Prohibition against Leasehold Financing
    
    
    2722. Events of Default
    
    
    3023. Remedies and Damages Upon Default
    
    
    3224. Notices
    
    
    3425. Estoppel Certificate
    
    
    3526. Surrender
    
    
    3527. No Merger of Title
    
    
    3528. Books and Records
    
    
    3629. Tenants Property
    
    
    3630. Non-Recourse as to Landlord
    
    
    3731. Financing
    
    
    3832. Subordination, Non-Disturbance and Attornment
    
    
    3833. Tax Treatment; Reporting
    
    
    38
 -i-




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Page34. Prepaid Rent
    
    
    3835. Right of First Offer
    
    
    4036. Determination of Value
    
    
    4237. Substitution and Exchange of Premises
    
    
    4338. Security Deposit
    
    
    4439. Miscellaneous
    
    
    4540. Landlords Obligation Under Boca Raton Lease
    
    
    47
 EXHIBITSExhibit A
    
    -
    
    PremisesExhibit B
    
    -
    
    Machinery and EquipmentExhibit C
    
    -
    
    Schedule of Permitted EncumbrancesExhibit D
    
    -
    
    Rent Schedule & Prepaid Rent Schedule
 -ii-




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th WELL-PROP (MULTI)
LLC Landlord nd LTF REAL ESTATE
COMPANY, INC. Tenant
  Demise of Premises Leased Premises West 98th Premises Crosstown Premises Flagship Premises Fridley Premises St. Louis Premises Boca
Raton Premises Exhibit A Land Improvements Equipment
 Certain Definitions
         -1-




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Declaration 8098 619
    -2-




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-3-




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-4-




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-5-




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Exhibit C
     The Wall Street Journal The
Wall Street Journal Discount Rate Treasury Bills
 th
 -6-




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-7-




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Title and Condition; Single Lease Transaction
  AS IS
 -8-




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Warranties
   -9-




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Use of Leased Premises; Quiet Enjoyment
   Term
 Initial Term Term th
 th th th Renewal Date Renewal Term
 -10-




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Basic Rent
 Basic
Rent Basic Rent Payment Date) Additional Basic Rent Payment Date
  Additional Rent
 Additional Rent
 -11-




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Late Charge
  Default Rate
   -12-




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Net Lease: Non-Terminability
 Set-Off
  rent
  Payment of Impositions
 Impositions
 -13-




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Escrow Payment Escrow Charges
 Compliance with Laws and Easement Agreements; Environmental Matters
  -14-




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Site Reviewers Site Assessments
 -15-




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Liens; Recording
  record
 -16-




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Maintenance and Repair
    Alterations and Improvements
 Decorative
Alterations
 -17-




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Work
 Tenant
Improvements Completion Date
 -18-




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TI Allowance Properties
   Permitted Contests Permitted Violations
 -19-




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Indemnification
 Indemnitee
 -20-




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Insurance
      -21-




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-22-




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Casualty and Condemnation
  -23-




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-24-




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Termination Events
 Affected Premises Termination Event Termination Notice
 Termination Date
 then Remaining
Obligations
  Restoration
 Restoration Fund
  -25-




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-26-




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Procedures Upon Purchase
  Purchase Date
   Assignment and Subletting: Prohibition against Leasehold Financing
  -27-




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Credit Entity Negative Credit Watch
 Non-Preapproved Assignee Non-Preapproved Assignment Review Criteria th
 Preapproved Sublet
  -28-




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Negative Credit Watch
    -29-




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Third Party Purchaser
 Asset Transfer
 Events of Default
 Event of Default
     -30-




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-31-




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Remedies and Damages Upon Default
    -32-




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-33-




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Notices
 -34-




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Estoppel Certificate Requesting Party Responding Party
 Surrender
 No Merger of Title
 -35-




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Books and Records
 GAAP
  Tenants Property
 Tenants Property
  -36-




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Collateral
 Non-Recourse as to Landlord Anything contained herein to the contrary notwithstanding, any claim based on or in respect
of any liability of Landlord under this Lease shall be limited to actual damages and shall be
enforced only against the Leased Premises and not against any other assets, properties or funds of
(a) Landlord, (b) any director, member, officer, general partner, limited partner, employee or
agent of Landlord, or any general partners or shareholders of Landlord (or any legal
representative, heir, estate, successor or assign of any thereof), (c) any successor Landlord of
Landlords general partners, either directly or through Landlord or its general partners
 -37-




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or any
predecessor or successor partnership or corporation or their shareholders, officers, directors,
employees or agents (or other entity), or (d) Carey Property Advisors, Carey Fiduciary Advisors,
Inc., W. P. Carey & Co., LLC, Carey Management LLC, and any Person affiliated with any of the
foregoing, or any director, officer, employee or agent of any thereof.
 Financing
   Subordination, Non-Disturbance and Attornment
 Tax Treatment; Reporting
 Prepaid Rent
  -38-




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Exhibit D Prepaid Rent
 Letter of Credit th
    -39-




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Right of First Offer
 Offer ROFO Purchase Price
 ROFO Notice
 Third
Party Price Third Party Contract
 -40-




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CPA: 15
  Purchase Date
 -41-




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Determination of Value
  Applicable Initial Date
     -42-




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Substitution and Exchange of Premises
 Obsolete Premises Exchange Premises Exchange
   -43-




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Security Deposit
 Security Deposit Letter of Credit th Cash Security Deposit
     -44-




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Miscellaneous
    -45-




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-46-




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Landlords Obligation Under Boca Raton Lease Prime Landlord
 Signature Page Follows Immediately
 -47-




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LANDLORD:WELL-PROP (MULTI) LLC, a Delaware limited liability companyBy: WELL-MEZ (MULTI) LLC,
a Delaware limited liability company, 
its sole memberBy: WELL (MULTI) QRS 15-17, INC., 
a Delaware corporation, 
its managing memberBy:Title:TENANT:LTF REAL ESTATE COMPANY, INC.,
a Minnesota corporationBy:Title:
 -48-




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EXHIBIT A - 1




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1200 East Moore Lake Drive
Fridley, Minnesota
            EXHIBIT A - 2




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1001 West 98th Street (9930
W Bloomington Freeway)
Bloomington, Minnesota
     EXHIBIT A - 3




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1499 Yamato Road
Boca Raton, Florida
          EXHIBIT A - 4




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755 Prairie Center Drive(Flagship)Eden Prairie, Minnesota
          EXHIBIT A - 5




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1.
    
    Real estate taxes and special assessments not yet due and payable in the year 2006 and
thereafter.2.
    
    Public drainage easement over all of Outlot C, Shorewood Plaza, which was dedicated to the
Village (now City) of Fridley, as shown by recital on the certificate of title.3.
    
    Drainage and utility easements as shown on the recorded plat of SHOREWOOD PLAZA filed as
Document Number 169304, Office of Registrar of Titles, and as Document Number 785154, Office
of County Recorder, and Surveyors Certificate of Correction of said plat filed as Document
Number 176792, Office of Registrar of Titles, and as Document Number 821360, Office of County
Recorder.4.
    
    Drainage and utility easement conveyed by St. Anthony Village Shopping Center, Inc., to the
City of Fridley as set forth in Quit Claim Deed dated August 4, 1981, filed August 4, 1981, as
Document Number 117387, Office of Registrar of Titles. (as to Lot 1, Block 2, Shorewood Plaza)




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1.
    
    Real estate taxes and special assessments not yet due and payable in the year 2006 and
thereafter.2.
    
    Utility easements along the lot lines and through and across the northwesterly portion of the
land as shown on the recorded plat of Tennis Acres filed as Document Number 4308846.3.
    
    Street and sidewalk and utility easements conveyed by Normandale Tennis Clubs, Inc., to the
City of Bloomington, as set forth in Easement dated November 11, 1988, filed November 30,
1988, as Document Number 5482340.4.
    
    Sidewalk easement over the northerly, northeasterly, and most easterly 15 feet of the land,
conveyed by Normandale Tennis Clubs, Inc., to the City of Bloomington, as set forth in Quit
Claim Deed dated August 18, 1977, filed August 25, 1977, as Document Number 4311063.5.
    
    Pedestrian Bridge and walkway easement over and across the southeasterly portion of the land,
conveyed by Normandale Tennis Clubs, Inc., to the City of Bloomington, as set forth in Quit
Claim Deed dated August 18, 1977, filed August 25, 1977, as Document Number 4311064.6.
    
    Utility easement over and across the northerly portion of the land, conveyed by Normandale
Tennis Clubs, Inc., to the City of Bloomington, as set forth in Quit Claim Deed dated November
7, 1977, filed November 17, 1977, as Document Number 4334290.7.
    
    Street and sidewalk easements over and across the easterly and northerly portions of the
land, conveyed by Normandale Tennis Clubs, Inc., to the City of Bloomington, as set forth in
Quit Claim Deed dated November 10, 1977, filed November 17, 1977, as Document Number 4334291.8.
    
    Snow-fence easement over and across the land adjacent to Trunk Highway 35W in favor of and
acquired by the State of Minnesota as set forth Final Certificate dated February 14, 1962,
filed March 30, 1962, as Document Number 3339719, in Book 2339 of Deeds on page 1.9.
    
    Highway right of way abutting the easterly lot line of the land in favor of and acquired by
the State of Minnesota as set forth in Final Certificate dated February 14, 1962, filed March
30, 1962, as Document Number 3339719, in Book 2339 of Deeds on page 1.10.
    
    Agreement between Normandale Tennis Clubs, Inc., and Tower Hill Company, dated January 6,
1982, filed June 2, 1982, as Document Number 4719679, and the parking easements, terms,
conditions and obligations set forth therein.




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1.
    
    Real estate taxes and special assessments not yet due and payable in the year 2006 and
thereafter.2.
    
    Drainage, utility and canal (LWDD L-42) easements shown on the Plat of ARVIDA PARK OF
COMMERCE PLAT NO. 1 recorded in Plat Book 34, Page(s) 184 and 185, PALM BEACH County Records.
(As to Parcels I, II and III)3.
    
    AFFIDAVIT as to LWDD L-42 Easement by Lake Worth Drainage District recorded June 26, 1969 in
O.R. Book 1732, Page 612, PALM BEACH County Records. (As to Parcels I, II and III)4.
    
    EASEMENT DEED granted to Lake Worth Drainage District, a Florida political subdivision, from
Arvida Corporation, a Delaware corporation, dated February 23, 1977, recorded March 21, 1977
in O.R. Book 2654, Page 1004, PALM BEACH County Records. (As to Parcels I, II and III)5.
    
    COVENANT by Arvida Corporation, a Delaware corporation, recorded June 1, 1978 in O.R. Book
2869, Page 54, PALM BEACH County Records. (As to Parcels I, II and III)6.
    
    Terms and Conditions shown in the DECLARATION OF COVENANTS AND RESTRICTIONS FOR ARVIDA PARK
OF COMMERCE WEST by Arvida Corporation, a Delaware corporation, dated June 7, 1978, recorded
June 8, 1978 in O.R. Book 2873, Page 745, as affected by;AMENDMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS FOR ARVIDA PARK OF COMMERCE-WEST
recorded December 20, 1979 in O.R. Book 3199, Page 116, ANDSECOND AMENDMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS FOR ARVIDA PARK OF COMMERCE
WEST recorded December 20, 1979 in O.R. Book 3199, Page 120, ANDTHIRD AMENDMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS FOR ARVIDA PARK OF COMMERCE
WEST recorded February 19, 1982 in O.R. Book 3676, Page 1415, ANDAMENDMENT AND SUPPLEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS FOR ARVIDA PARK OF
COMMERCE WEST recorded July 30, 1982 in O.R. Book 3767, Page 1943, ANDAMENDMENT AND SUPPLEMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS FOR ARVIDA PARK OF
COMMERCE WEST recorded January 21, 1989 in O.R. Book 3866, Page 106, AND




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AMENDMENT TO DECLARATION OF COVENANTS AND RESTRICTIONS FOR ARVIDA PARK OF COMMERCE WEST
recorded February 14, 1983 in O.R. Book 3880, Page 1137, ANDSUMMARY FINAL JUDGMENT between Carteret Savings and Loan Association, a Federal Savings and
Loan Association, Plaintiff, and Komoda Holding Company, Limited, a Bahamian corporation, et
al, Defendant, dated September 4, 1986, recorded September 9, 1986 in O.R. Book 4999, Page
221, ANDASSIGNMENT OF DEVELOPMENT RIGHTS to Tishman Speyer-Equitable South Florida Venture, a
Florida general partnership, recorded January 26, 1984 in O.R. Book 4143, Page 726, ANDACKNOWLEDGEMENT AND WAIVER dated May 23, 1996, recorded October 18, 1996 in O.R. Book 9489,
Page 1013, PALM BEACH County Records. (As to Parcels I, II and III). (Said Instrument
includes provisions for private charges, maintenance fees, easements and lien
rights).......but deleting any covenant, condition or restriction indicating a preference,
limitation or discrimination based on race, color, religion, sex, handicap, familial
status, or national origin to the extent such covenants, conditions or restrictions violate
42 USC 3604(c).7.
    
    RIGHT-OF-WAY EASEMENT granted to Southern Bell and Telephone and Telegraph Company, from
Arvida Corporation, recorded November 22, 1978 in O.R. Book 2963, Page 97, PALM BEACH County
Records. (As to Parcel I)8.
    
    GRANT OF EASEMENT granted to Arvida Park of Commerce West Association, Inc., a not for profit
Florida corporation, from Komoda Holding Company Limited, a Bahamian corporation, dated
September 20, 1983, recorded September 26, 1983 in O.R. Book 4046, Page 1476, as affected by;PARTIAL RELEASE OF EASEMENT AGREEMENT between Commerce Park Associates, Ltd., a Florida
limited partnership, and Arvida Park of Commerce West Association, Inc., a not for profit
Florida corporation, dated January 29, 1992, recorded February 26, 1993 in O.R. Book 7603,
Page 673, PALM BEACH County Records. (As to Parcels I, II and III)9.
    
    Terms, covenants and conditions contained in SPECIAL WARRANTY DEED from Arvida Corporation, a
Delaware corporation, to Komoda Holding Company Limited, a Bahamian corporation, dated
September 20, 1983, recorded September 26, 1983 in O.R. Book 4046, Page 1472, PALM BEACH
County Records. (As to Parcels I, II and III)10.
    
    EASEMENT DEED granted to the City of Boca Raton, Florida, a Florida municipal corporation,
from Komoda Holding Company Limited, a Bahamian corporation, dated June 26, 1985, recorded
April 10, 1986 in O.R. Book 4844, Page 567, PALM BEACH County Records. (As to Parcels II and
III)11.
    
    DRAINAGE EASEMENT granted to Globe Communications Corp., a Delaware corporation, from Arvida
Corporation, a Delaware corporation, dated November 3, 1986, recorded December 12, 1986 in
O.R. Book 5104, Page 414, PALM BEACH County Records. (As to Parcel I)12.
    
    Terms and Conditions shown in the DECLARATION OF UNITY OF TITLE FOR CONDOMINIUM by Commerce
Park Associates, Ltd., a Florida limited partnership,




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recorded October 12, 1989 in O.R. Book 6225, Page 234, PALM BEACH County Records. (As to
Parcels I, II and III)13.
    
    Terms and Conditions shown in the DECLARATION OF CONDOMINIUM OF SPORTLAND CONDOMINIUM by
Commerce Park Associates, Ltd., a Florida limited partnership, recorded November 7, 1989 in
O.R. Book 6252, Page 1274, as affected by;FIRST AMENDMENT TO DECLARATION OF CONDOMINIUM dated as of October 1, 1991, recorded December
29, 1992 in O.R. Book 7532, Page 387, and re-recorded January 28, 1994 in O.R. Book 8098,
Page 619, PALM BEACH County Records. (As to Parcels I, II and III) Said Instrument contains
provisions for private charges, assessments, maintenance fees, easements and lien rights.14.
    
    Terms, conditions, rights, duties and obligations of that certain LEASE between Commerce Park
Associates, a Florida limited partnership, Lessor, and Boca Raton Sports Associates, a Florida
limited partnership, Lessee, as disclosed in:MEMORANDUM OF LEASE, dated November 3, 1989, recorded November 7, 1989 in O.R. Book 6252,
Page 1322, as affected by;ASSIGNMENT AND ASSUMPTION OF LESSEES INTEREST IN GROUND LEASE to Southern Sports Venture
East, Ltd., a Florida limited partnership, recorded August 12, 1992 in O.R. Book 7357, Page
962, ANDATTORNMENT, SUBORDINATION AND NON-DISTURBANCE AGREEMENT recorded in O.R. Book 8664, Page
352, ANDPARKING LOT DEVELOPMENT AGREEMENT AND THIRD AMENDMENT TO GROUND LEASE dated as of May 12,
1995, recorded May 24, 1996 in O.R. Book 9277, Page 1376, ANDASSIGNMENT AND ASSUMPTION OF LESSEES INTEREST IN GROUND LEASE to Starmark Northwest Realty,
L.L.C., a Delaware limited liability company, recorded February 26, 1998 in O.R. Book 10250,
Page 1453; as affected by:LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT, to Starmark Club Leasing, L.L.C., a Delaware
limited liability company, dated as of March 6, 2002, recorded March 21, 2002 in O.R. Book
13527, Page 1403, PALM BEACH County Records, as affected by:LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT, to WELL-PROP (MULTI) LLC, a Delaware limited
liability company, dated as of February 7, 2003, recorded  in O.R. Book
, Page , PALM BEACH County Records. (As to Parcel II)15.
    
    Terms and conditions of the JOINT DEVELOPMENT AGREEMENT between Commerce Park Associates,
Ltd., a Florida limited partnership, and Boca Raton Sports Associates, a Florida limited
partnership, dated as of November 3, 1989, recorded November 7, 1989 in O.R. Book 6252, Page
1325, as affected by;ASSIGNMENT AND ASSUMPTION OF INTEREST IN JOINT DEVELOPMENT AGREEMENT to Southern Sports
Venture East, Ltd., a Florida limited partnership, recorded August 12, 1992 in O.R. Book
7357, Page 966, AND




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AGREEMENT dated as of April 9, 1992, recorded in O.R. Book 7357, Page 969, ANDASSIGNMENT AND ASSUMPTION OF INTEREST IN JOINT DEVELOPMENT AGREEMENT to Starmark Northwest
Realty, L.L.C., a Delaware limited liability company, recorded February 26, 1998 in O.R.
Book 10250, Page 1448, PALM BEACH County Records. (As to Parcels I, II and III)16.
    
    Terms and conditions of the ACCESS-EASEMENT AGREEMENT between Commerce Park Associates, Ltd.,
a Florida limited partnership, and Boca Raton Sports Associates Ltd., a Florida limited
partnership, dated November 3, 1989, recorded November 7, 1989 in O.R. Book 6252, Page 1333,
PALM BEACH County Records. (As to Parcels I, II and III)17.
    
    EASEMENT DEED granted to the City of Boca Raton, Florida, a Florida municipal corporation,
from Boca Raton Sports Associates, a Florida limited partnership, dated August 29, 1990,
recorded October 4, 1990 in O.R. Book 6602, Page 274, PALM BEACH County Records. (As to
Parcel I)18.
    
    EASEMENT DEED granted to the City of Boca Raton, Florida, a Florida municipal corporation,
from Commerce Park Associates, Ltd., a Florida limited partnership, dated April 8, 1991,
recorded June 11, 1991 in O.R. Book 6854, Page 157, PALM BEACH County Records. (As to Parcel
II)19.
    
    EASEMENT DEED granted to the City of Boca Raton, Florida, a Florida municipal corporation,
from Boca Raton Sports Associates, a Florida limited partnership, dated February 26, 1991,
recorded June 11, 1991 in O.R. Book 6854, Page 165, PALM BEACH County Records. (As to Parcel
I)20.
    
    EASEMENT DEED granted to the City of Boca Raton, Florida, a Florida municipal corporation,
from Commerce Park Associates, Inc., a Florida limited partnership, dated June 23, 1992,
recorded July 27, 1992 in O.R. Book 7335, Page 422, PALM BEACH County Records. (As to Parcel
II)21.
    
    NOTICE OF LIMITATION OF LIENS by Commerce Park Associates, Ltd., a Florida limited
partnership, dated as of December 2, 1992, recorded in O.R. Book 7524, Page 1690, PALM BEACH
County Records. (As to Parcels I, II and III)22.
    
    Terms and conditions of the PARKING AGREEMENT between Commerce Park Associates, Ltd., a
Florida limited partnership, and Boca Bank, a Florida banking corporation, dated December 14,
1993, recorded January 11, 1994 in O.R. Book 8072, Page 601, as affected by;FIRST AMENDMENT TO PARKING AGREEMENT dated January 27, 1994, recorded January 28, 1994 in
O.R. Book 8098, Page 710, ANDAMENDMENT TO PARKING AGREEMENT recorded September 8, 1994 in O.R. Book 8419, Page 1767, PALM
BEACH County Records. (As to Parcel III)23.
    
    MORTGAGE DEED AND SECURITY AGREEMENT in the amount of $1,500,000.00 from Commerce Park
Associates, Ltd., a Florida limited partnership, to BankAtlantic, a Federal Savings Bank,
dated January 27, 1994, recorded January 28, 1994 in O.R. Book 8098, Page 635, as affected by;




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RECEIPT FOR FUTURE ADVANCE, MORTGAGE MODIFICATION AND SPREADER AGREEMENT dated March 13,
1995, recorded March 20, 1995 in O.R. Book 8664, Page 341, ANDRECEIPT FOR FUTURE ADVANCE AND MORTGAGE MODIFICATION AGREEMENT dated May 1, 1999, recorded
May 25, 1999 in O.R. Book 11132, Page 545; as further affected by:ATTORNMENT, SUBORDINATION AND NON-DISTURBANCE AGREEMENT, recorded in O.R. Book 8664, Page
352; as affected by:Note and Mortgage Modification Agreement, dated as of June 11, 2002, recorded August 2, 2002
in O.R. Book 13991, Page 1506; and Mortgage Modification Agreement, recorded in O.R. Book
15034, Page 607, PALM BEACH County Records. (Affects Parcel II)24.
    
    ASSIGNMENT OF RENTS, LEASES AND DEPOSITS from Commerce Park Associates, Ltd., a Florida
limited partnership, to BankAtlantic, a Federal Savings Bank, dated January 27, 1994, recorded
January 28, 1994 in O.R. Book 8098, Page 668, as affected by;RECEIPT FOR FUTURE ADVANCE AND MORTGAGE MODIFICATION AND SPREADER AGREEMENT dated March 13,
1995, recorded March 20, 1995 in O.R. Book 8664, Page 341, ANDRECEIPT FOR FUTURE ADVANCE AND MORTGAGE MODIFICATION AGREEMENT dated May 1, 1999, recorded
May 25, 1999 in O.R. Book 11132, Page 545; as affected by:ATTORNMENT, SUBORDINATION AND NON-DISTURBANCE AGREEMENT, recorded in O.R. Book 8664, Page
352, PALM BEACH County Records. (Affects Parcel II)25.
    
    Terms and conditions of the Lease disclosed in the SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT AGREEMENT between Commerce Park Associates, Ltd., a Florida limited partnership,
Taco Bell, Corp., a California corporation, and BankAtlantic, a Federal Savings Bank, dated as
of January 27, 1994, recorded January 28, 1994 in O.R. Book 8098, Page 700, PALM BEACH County
Records. (As to Parcel III)26.
    
    Terms and Conditions shown in the DECLARATION OF RESTRICTIVE COVENANT by Commerce Park
Associates, Ltd., a Florida limited partnership, dated October 18, 1993, recorded January 28,
1994 in O.R. Book 8098, Page 714, as affected by;DECLARATION OF RESTRICTIVE COVENANT dated October 18, 1993, recorded June 10, 1994 in O.R.
Book 8298, Page 1336, PALM BEACH County Records. (As to Parcels II and III)27.
    
    Terms and conditions of the PARKING LOT DEVELOPMENT AGREEMENT AND THIRD AMENDMENT TO GROUND
LEASE between Commerce Park Associates, Ltd., a Florida limited partnership, and Southern
Sports Venture East, Ltd., a Florida limited partnership, dated as of May 12, 1995, recorded
May 24, 1996 in O.R. Book 9277, Page 1376, as affected by;




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RATIFICATION recorded January 21, 1997 in O.R. Book 9620, Page 775, ANDSUPPLEMENT TO PARKING LOT DEVELOPMENT AGREEMENT AND THIRD AMENDMENT TO GROUND LEASE recorded
January 21, 1997 in O.R. Book 9620, Page 780, PALM BEACH County Records. (As to Parcel II)28.
    
    EASEMENT granted to Florida Power & Light Company, from Boca Hospitality Inc., recorded
October 2, 1996 in O.R. Book 9466, Page 1146, PALM BEACH County Records. (As to Parcel III)29.
    
    EASEMENT DEED granted to the City of Boca Raton, Florida, a Florida municipal corporation,
from Boca Hospitality Inn (Hampton Inn), dated December 17, 1996, recorded March 18, 1997 in
O.R. Book 9700, Page 1702, PALM BEACH County Records. (As to Parcel III)30.
    
    Abandonment of Prior Easement and Establishment of New Easement granted to Broken Sound Club,
Inc., from Boca Raton Sports Associates, a Florida limited partnership, recorded February 11,
1998 in O.R. Book 10225, Page 1913, PALM BEACH County Records. (As to Parcel I)31.
    
    Financing Statement given by Commerce Park Associates, Ltd., to BankAtlantic, f/k/a
BankAtlantic, a Federal savings bank, recorded October 20, 2003 in O.R. Book 16045, Page
1661. (As to Parcels II and III)32.
    
    The nature, extent, or existence of riparian and littoral rights, if any, appurtenant to the
insured land are neither guaranteed nor insured, and the riparian and littoral rights of
others as the same may affect the said land, are hereby excepted. (As to Parcels I, II & III)




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1.
    
    Real estate taxes and special assessments not yet due and payable in the year 2006 and
thereafter.2.
    
    Easements for drainage and utility purposes as shown on the recorded plat of Flagship
Addition, recorded December 21, 1988 as Document No. 1983171; partially vacated as evidenced
by the Notice of Completion of Vacation, Resolution No. 2000-122, dated July 18, 2000,
recorded July 21, 2000 as Document No. 3298483. (As to parcel 1).3.
    
    Easements for drainage and utility purposes as shown on the recorded plat of Flagship
2nd Addition, recorded September 13, 2000 as Document No. 3314452. (As to parcel
2).4.
    
    Easement for traffic signal purposes, together with rights of construction and maintenance,
in favor of the City of Eden Prairie, as contained in the Quit Claim Deed, dated July 15,
1992, recorded September 17, 1992 as Document No. 2298028. (As to parcel 1).5.
    
    Terms, conditions and restrictions of the as to further fill or encroachments as contained in
the Declaration, dated July 15, 1982, recorded July 19, 1982, as Document No. 1474676. (As to
parcel 1).6.
    
    Easement for permanent storm water drainage purposes, together with any incidental rights, in
favor of the City of Eden Prairie, as contained in the Quit Claim Deed, dated (not dated),
recorded January 14, 1983 as Document No. 1497364. (As to parcel 1).7.
    
    Easement for utility purposes, together with any incidental rights, in favor of the City of
Eden Prairie, as contained in the Easement, dated June 14, 1982, recorded October 25, 1982 as
Document No. 1486615; as amended by Order, dated March 17, 1988, recorded March 18, 1988 as
Document No. 1915515; and as amended by Resolution No. 2000-62, adopted on April 17, 2001,
recorded April 23, 2001 as Document No. 3380732. (As to parcel 1).8.
    
    Easement for utility purposes, together with any incidental rights, in favor of the City of
Eden Prairie, as contained in the Easement, dated June 14, 1982, recorded October 25, 1982 as
Document No. 1486616; as amended by Order, dated March 16, 1988, recorded March 18, 1988 as
Document No. 1915513; and as amended by Resolution No. 2000-62, adopted on April 17, 2001,
recorded April 23, 2001 as Document No. 3380732. (As to parcels 2 and 3).9.
    
    Terms, conditions, covenants, restrictions, obligations, provisions, and non-exclusive
easements as contained in the Driveway and Parking Easement Agreement, dated August 22, 2000,
recorded September 13, 2000, as Document No.3314462. (As to parcels 1 and 2).




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##### 



10.
    
    Terms, conditions, covenants, restrictions, obligations, provisions, and non-exclusive
easements as contained in the Driveway Easement Agreement, dated September 4, 2001, recorded
September 25, 2001, as Document No.3436408. (As to parcel 3).11.
    
    The following matters shown by survey by Bock & Clarks National Surveyors Network, Project
No. 20020766-10, dated December 23, 2002, last revised January 3, 2003:
 A)
    
    Encroachments of wood tennis courts, wood deck extending from building, curbing
and concrete block wall, propane tanks and ventilation fan, and bituminous driveway and
parking area over the drainage and utility easements shown on the recorded plat of
Flagship Addition and Storm Water Drainage Easement filed as Document Number 1497364.B)
    
    Encroachment of signs, concrete curbing, and bituminous drive over the Signal
Light easement area described in Document Number 2298028 and the drainage and utility
easements shown on the recorded plat of Flagship Addition, and storm water drainage
easement as described in Document Number 1497364, and utility and right-of-way
easements described in Document Numbers 1486615 and 1486616 as amended by Orders filed
as Document Numbers 1915515 and 1915513 respectively.C)
    
    Bituminous path extends from the land onto the adjacent property indicating
common usage.D)
    
    Encroachment of parking onto parking set-back lines.E)
    
    Encroachment of parking, bituminous drives, retaining wall, and curbing onto
the drainage and utility easements shown on the recorded plat of Flagship 2nd Addition.
 12.
    
    Columbine Road Easement Agreement dated June 20, 2006, recorded as Document No. 4284770. (As
to parcel 1).13.
    
    Permanent Easement dated June 20, 2006, recorded as Document No. 4284771. (As to parcel 1).14.
    
    Temporary Easement dated June 20, 2006, recorded as Document No. 4284772. (As to parcel 1).




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##### 



1.
    
    Real estate taxes and special assessments not yet due and payable in the year 2006 and
thereafter.2.
    
    Highway easement and snow-fence easement conveyed by Charles M. Freidheim and Grace C.
Freidheim, his wife, to the County of Hennepin, and the terms, conditions and restrictions
contained in Highway Easement dated June 11, 1953, filed August 5, 1953, as Document Number
2826324, in Book 1968 of Deeds, on page 141; as partially released by Quit Claim Deed executed
by the County of Hennepin in favor of Normandale Tennis Clubs, Inc., said deed dated August
29, 1979, filed October 5, 1979, as Document Number 4510552. Said highway easement depicted on
the Survey along Northerly and Northeasterly portions of the land. Ordinance No. 2280-04 of
the City of St. Louis Park recorded January 10, 2005 as Document No. 8505571 vacates easement
rights and reserves easement rights in favor of the City for storm sewer, sanitary sewer,
water main and public utility purposes.3.
    
    Utility easement over a northerly portion of the land conveyed by Normandale Tennis Clubs,
Inc., to the County of Hennepin together with incidental rights of access and maintenance, as
set forth in Quit Claim Deed dated August 30, 1979, filed October 30, 1979, as Document Number
4517059. Said easement, except as to the access rights, is depicted on the Survey.4.
    
    Drainage easement conveyed by Northwestern National Bank of Minneapolis, as Trustee, to the
County of Hennepin as set forth in Quit Claim Deed dated October 30, 1978, filed October 30,
1979, as Document Number 4517060, and shown on the Survey along northerly and northeasterly
portions of the land.5.
    
    Resolution No. 7457 adopted September 6, 1983, by the City Council of the City of St. Louis
Park and the terms, conditions and obligations set forth therein, and filed September 26,
1983, as Document Number 4829791.6.
    
    Railroad spur track easement as shown and referenced in Trustees Deed between First Trust
Company of Saint Paul, a Minnesota corporation, as Trustee of the Opus Corporation Profit
Sharing Trust, grantor, and Normandale Tennis Clubs, Inc., grantee, said deed dated August 26,
1983, filed September 8, 1983, as Document Number 4825283, and as depicted on the Survey in
the southeasterly corner of the land.7.
    
    The following matters disclosed by survey by Bock & Clarks National Surveyors Network, File
No. W.O. 2002472, Harry S. Johnson Co, Inc., File No. 1-3-6236, dated December 9, 2002, last
revised January 15, 2003, (the Survey):
 a)
    
    Fence located on the land along the West property line. Ownership unknown.b)
    
    Tennis court lights, bollards, a parking area, curbing, parking-lot light and
guardposts encroach onto the railroad right of way.




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##### 



c)
    
    Encroachment of bituminous walk area, curbing and concrete onto insured
premises along northeasterly lot line.d)
    
    Bituminous parking area encroaches onto utility easement described in Document
Number 4517059 and drainage easement described in Document Number 4517060.




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##### 



1.
    
    Real estate taxes and special assessments not yet due and payable in the year 2006 and
thereafter.2.
    
    Drainage and utility easements as shown on and dedicated in the recorded plat of CROSSTOWN
RACQUET CLUB filed June 29, 1993, as Document Number 6106807, and depicted on survey by Bock &
Clarks National Surveyors Network File No. WO-2002467, Harry S. Johnson Co., Inc., File
No.1-3-6240, dated December 9, 2002, and last revised January 16, 2003, (the Survey).3.
    
    Limitation of right of access onto and from Interstate Highway 494 acquired by the State of
Minnesota, as set forth in Final Certificate dated June 5, 1967, filed November 28, 1967, as
Document Number 3688429, and Final Certificate dated August 24, 1967, filed December 20, 1968,
as Document Number 3753705, as shown on the Survey.4.
    
    Snow-fence easement acquired by the State of Minnesota as set forth in Final Certificate
dated August 24, 1967, filed December 20, 1968, as Document Number 3753705.5.
    
    Limitation of right of access onto and from County Road No. 62 acquired by the County of
Hennepin, as set forth in Warranty Deed dated October 22, 1963, filed November 21, 1963, in
Book 2418 on page 349, as Document Number 3444348, executed by Richard D. Holasek and Evelyn
A. Holasek, husband and wife, in favor of the County of Hennepin, as shown on the Survey.6.
    
    Electric transmission line easement together with access and incidental rights connected
therewith, conveyed by Richard D. Holasek and Evelyn Holasek, husband and wife, to Northern
States Power Company, and the terms and conditions set forth in Transmission Easement dated
June 20, 1962, filed June 26, 1962, in Book 2348, on page 255, as Document Number 3352514, as
shown on the Survey.7.
    
    Limitation of right of access reserved by the County of Hennepin onto and from County Road
Numbers 60 and 67, and Interstate Highway 464, as set forth in Quit Claim Deed dated November
14, 1984, filed July 17, 1985, as Document Number 5014142, executed by the County of Hennepin
in favor of Ronald G. Bailey, as shown on the Survey.8.
    
    Reservation of mineral rights by the County of Hennepin as set forth in Quit Claim Deed dated
November 14, 1984, filed July 17, 1985, as Document Number 5014142, executed by the County of
Hennepin in favor of Ronald G. Bailey, and referenced in Deed executed by Ronald G. Bailey and
Priscilla A. Bailey, husband and wife, in favor of Arteka Incorporated, dated January 8, 1986,
filed July 15, 1986, as Document Number 5071474.9.
    
    Limitation of right of access onto and from Trunk Highway No. 393 renumbered 494 and to
County State Aid Highway No. 62, as reserved by the State of Minnesota in Quit




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##### 



Claim Deeds from the State of Minnesota dated December 4, 1985, filed January 15, 1986, as
Document Number 5071471 (in favor of Ronald G. Bailey) and Document Number 5071473 (in favor
of Arteka Incorporated), and referenced in Deed executed by Ronald G. Bailey and Priscilla
A. Bailey, husband and wife, in favor of Arteka Incorporated, dated January 8, 1986, filed
July 15, 1986, as Document Number 5071474, as shown on the Survey.10.
    
    Electric transmission line easement, together with access and incidental rights connected
therewith, conveyed by Arteka, Inc., to Northern States Power Company, and terms and
conditions set forth in Easement dated October 30, 1985, filed December 27, 1985, as Document
Number 5065658, as shown on the Survey.11.
    
    Utility and highway easements conveyed by Normandale Tennis Clubs, Inc., to the City of Eden
Prairie as set forth in Quit Claim Deed dated August 21, 1986, filed August 25, 1986, as
Document Number 5148124, as shown on the Survey.12.
    
    Water-line easement conveyed by Richard D. Holasek and Evelyn Holasek, husband and wife, to
the City of Eden Prairie by Quit Claim Deed dated February 29, 1988, filed March 3, 1988, as
Document Number 5382932, as shown on the Survey.13.
    
    Ingress and egress easement conveyed by Northwest Racquet Swim & Health Clubs, Inc., to the
City of Eden Prairie as set forth in Warranty Deed dated August 21, 1991, filed July 1, 1993,
as Document Number 6109268, as shown on the Survey.14.
    
    Highway easement conveyed by Normandale Tennis Clubs, Inc., to the County of Hennepin as set
forth in Quit Claim Deed dated April 23, 1986, filed July 9, 1986, as Document Number 5128263;
a portion of which may be included in conveyance by the County of Hennepin to the City of Eden
Prairie by Quit Claim Deed dated November 20, 1991, filed December 5, 1991, as Document Number
5851802, and Vacation, Resolution No. 91-256, adopted November 19, 1991, by the Eden Prairie
City Council, and filed December 5, 1991, as Document Number 5851803.15.
    
    Highway easement conveyed by Arteka, Incorporated, to the County of Hennepin as set forth in
Quit Claim Deed dated May 10, 1985, filed August 13, 1985, as Document Number 5022477; a
portion of which may be included in conveyance by the County of Hennepin to the City of Eden
Prairie by Quit Claim Deed dated November 20, 1991, filed December 5, 1991, as Document Number
5851802, and Vacation, Resolution No. 91-256 adopted November 19, 1991, by the Eden Prairie
City Council and filed December 5, 1991, as Document Number 5851803.16.
    
    Interest of St. Johns Wood Homes Association, a Minnesota non-profit corporation, as created
by Quit Claim Deed executed by Corrugated Drum System, Inc., in favor of St. Johns Wood Homes
Association, said deed dated July 13, 1982, filed July 22, 1982, as Document Number 4729995,
in that portion of the land located within Outlot B, St. Johns Wood Sixth Addition and any
part of vacated County Road 60 which was dedicated in the plats of St. Johns Wood Fourth
Addition and St. Johns Wood Sixth Addition which would have accrued to Outlots B of both of
said plats.17.
    
    Rights of common use and enjoyment of owners of lots in the plats of St. Johns Wood
Addition, St. Johns Wood Second Addition, St. Johns Wood Third Addition, St. Johns Wood
Fourth Addition, St. Johns Wood Fifth Addition, St. Johns Wood Sixth Addition, St. Johns
Wood Seventh Addition, and St. Johns Wood Eighth Addition, as set forth in Quit Claim Deed
executed by Corrugated Drum Systems, Inc., in favor of St. Johns Wood Homes Association, said
deed dated July 13, 1982, filed July 22, 1982, as




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##### 



Document Number 4729995, in that portion of the land located within Outlot B, St. Johns
Wood Sixth Addition and any part of vacated County Road No. 60 which was dedicated in the
plats of St. Johns Wood Fourth Addition and St. Johns Wood Sixth Addition which would have
accrued to Outlots B of both of said plats.18.
    
    Restrictions, covenants, terms and obligations set forth in Declaration of Covenants,
Conditions and Restrictions dated February 28, 1973, filed May 21, 1973, as Document Number
4017066, executed by D. H. Gustafson & Associates, Inc., as declarant; as amended by
Annexation Agreement dated April 14, 1975, filed April 24, 1975, as Document Number 4137509,
executed by D. H. Gustafson & Associates, Inc.; and as further amended by Annexation Agreement
dated March 25, 1976, filed May 5, 1976, as Document Number 4205148, executed by D. H.
Gustafson & Associates, Inc.19.
    
    Interest of the County of Hennepin in any portion of Outlot B, St. Johns Wood Sixth Addition
which was dedicated in the plat of Crosstown Racquet Club, which may have been conveyed to
Deed executed by D. H. Gustafson and Associates, Inc., in favor of the County of Hennepin,
dated June 9, 1977, filed August 10, 1978, as Document Number 4401988.20.
    
    The dedication contained in the recorded plat of Crosstown Racquet Club does not correctly
describe that portion of Outlot B, St. Johns Wood Sixth Addition, shown on the plat survey.21.
    
    Interest of BP Products North America Inc., a Maryland corporation, formerly known as Amoco
Oil Company, a Maryland corporation, formerly known as The American Oil Company, as to that
portion of the land located within vacated County Road No. 60 acquired by Warranty Deed
executed by Richard D. Holasek and Evelyn A. Holasek, husband and wife, in favor of The
American Oil Company, said deed dated March 7, 1967, filed March 8, 1967, as Document Number
3647269, and NOT conveyed by Quitclaim Deed dated December 27, 1972, filed January 2, 1973, as
Document Number 3992593, from The American Oil Company, in favor of the Village of Eden
Prairie, and Warranty Deed dated January 31, 1977, filed March 4, 1977, as Document Number
4269524, from Amoco Oil Company in favor of Arteka Incorporated.22.
    
    The following matters disclosed by survey by Bock & Clarks National Surveyors Network File
No. WO-2002467, Harry S. Johnson Co., Inc., File No.1-3-6240, dated December 9, 2002, and last
revised January 16, 2003:
 a)
    
    Encroachment of concrete curbing in parking lot onto access easements described
in Document Number 6109268.b)
    
    Deleted.c)
    
    Encroachment of concrete curbing, parking area, keystone retaining wall,
sidewalk bituminous area, and concrete area onto drainage and utility easements shown
on the recorded plat and easements described in Document Number 5148124 and Document
Numbers 5128263 and 5382932.d)
    
    Keystone retaining wall, parking area and curbing in easement area described in
Document Numbers 3352514 and 5065658.e)
    
    Fence partially located on the land and partially located on adjacent property
known as Outlot A, Crosstown Racquet Club. (ownership unknown)




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##### 



f)
    
    Encroachment of sidewalk at most westerly corner of lot 1 of the land.g)
    
    Encroachment of concrete, fence and tennis courts onto adjacent property to the
South.




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##### 



Basic Rent
 Lease Years
    
    
    Lease Years 1-
    
    
    Lease
    
    
    Lease Years1-15
    
    
    15
    
    
    Years 16-40
    
    
    16-40Annual
    
    
    Quarterly Installments
    
    
    Annual
    
    
    Quarterly Installments ofBasic Rent
    
    
    of Basic Rent
    
    
    Basic Rent
    
    
    Basic RentWest 98th Premises
    
    $
    400,000
    
    
    $
    100,000
    
    
    $
    440,000
    
    
    $
    110,000Crosstown Premises
    
    $
    1,800,000
    
    
    $
    450,000
    
    
    $
    1,980,000
    
    
    $
    495,000Flagship Premises
    
    $
    2,460,000
    
    
    $
    615,000
    
    
    $
    2,706,000
    
    
    $
    676,500Fridley Premises
    
    $
    1,340,000
    
    
    $
    335,000
    
    
    $
    1,474,000
    
    
    $
    368,500St. Louis Premises
    
    $
    2,000,000
    
    
    $
    500,000
    
    
    $
    2,200,000
    
    
    $
    550,000Boca Raton Premises
    
    $
    1,289,666
    
    
    $
    322,416.50
    
    
    $
    1,418,632.60
    
    
    $
    354,658.15Totals
    
    $
    9,289,666
    
    
    $
    2,322,416.50
    
    
    $
    10,218,632.60
    
    
    $
    2,554,658.15
  Percentage Rent
  Fiscal Year
 Gross Sales




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##### 



Annual Statement