<PAGE>

                                                                  Exhibit 10.4

Kennedy & Graven, Chartered
FOR EXECUTION

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                                       CONTRACT

                                         FOR

                                 PRIVATE DEVELOPMENT

                                     By and Among

                           CITY OF BELLE PLAINE, MINNESOTA

                                         and

                     BELLE PLAINE ECONOMIC DEVELOPMENT AUTHORITY
                               BELLE PLAINE, MINNESOTA

                                         and

                 EXCELSIOR-HENDERSON MOTORCYCLE MANUFACTURING COMPANY


                           Dated as of:  December 31, 1996


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This document was drafted by:
KENNEDY & GRAVEN, Chartered
470 Pillsbury Center
Minneapolis, Minnesota 55402
Telephone: 337-9300

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                                  TABLE OF CONTENTS

                                                                          Page
                                                                          ----
PREAMBLE       ..........................................................    1

                                      ARTICLE I
                                     DEFINITIONS

Section 1.1.   Definitions ..............................................    3

                                      ARTICLE II
                            REPRESENTATIONS AND WARRANTIES

Section 2.1.   Representations by the Authority and City ................    6
Section 2.2.   Representations and Warranties by the Developer ..........    6

                                     ARTICLE III
                       ACQUISITION AND CONVEYANCE OF PROPERTY;
                        PUBLIC IMPROVEMENTS; SITE IMPROVEMENTS

Section 3.1.   Acquisition and Conveyance of the Property ...............    8
Section 3.2.   Conditions of Acquisition and Conveyance; Purchase Price..    9
Section 3.3.   Place of Document Execution, Delivery and Recording ......    9
Section 3.4.   Title; Other Contingencies ...............................    9
Section 3.5.   Public Improvements.......................................   10
Section 3.6.   Site Improvement Costs....................................   12
Section 3.7.   Financing of Property Acquisition, Public
               Improvements and Site Improvements .......................   12
Section 3.8.   Payment of Authority Costs ...............................   14
Section 3.9.   Wage and Job Covenants ...................................   14

                                      ARTICLE IV
                         CONSTRUCTION OF MINIMUM IMPROVEMENTS

Section 4.1.   Construction of Minimum Improvements......................   16
Section 4.2.   Construction Plans .......................................   16
Section 4.3.   Commencement and Completion of Construction ..............   17
Section 4.4.   Certificate of Completion ................................   17

                                      ARTICLE V
                              INSURANCE AND CONDEMNATION

Section 5.1   Insurance .................................................   19
Section 5.2   Subordination .............................................   20

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                                      ARTICLE VI
                      TAX INCREMENT; TAXES; SPECIAL ASSESSMENTS

Section 6.1.   Right to Collect Delinquent Taxes ........................   21
Section 6.2.   Review of Taxes ..........................................   21
Section 6.3.   Assessment Agreement .....................................   21
Section 6.4.   Tax Increment Guarantee  .................................   22

                                     ARTICLE VII
                                  MORTGAGE FINANCING

Section 7.1.   Financing  ...............................................   23
Section 7.2.   Authority's Option to Cure Default on Mortgage ...........   23
Section 7.3.   Subordination and Modification for the Benefit of
               Mortgagee ................................................   23

                                     ARTICLE VIII
            PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION

Section 8.1.   Representation as to Development .........................   25
Section 8.2.   Prohibition Against Developer's Transfer of Property and
               Assignment of Agreement ..................................   25
Section 8.3.   Release and Indemnification Covenants ....................   26

                                      ARTICLE IX
                                  EVENTS OF DEFAULT

Section 9.1.   Events of Default Defined  ...............................   28
Section 9.2.   Remedies on Default  .....................................   28
Section 9.3.   Revesting Title in Authority Upon Happening of Event 
               Subsequent to Conveyance to Developer ....................   29
Section 9.4.   Resale of Reacquired Property; Disposition of Proceeds....   29
Section 9.5.   Resale of Reacquired Property; Disposition of Proceeds....   30
Section 9.6.   No Additional Waiver Implied by One Waiver  ..............   30

                                      ARTICLE X
                                ADDITIONAL PROVISIONS

Section 10.1.  Conflict of Interests; Authority Representatives Not
               Individually Liable .....................................    31
Section 10.2.  Equal Employment Opportunity ............................    31
Section 10.3.  Restrictions on Use  ....................................    31
Section 10.4.  Provisions Not Merged With Deed  ........................    31
Section 10.5.  Titles of Articles and Sections  ........................    31
Section 10.6.  Notices and Demands  ....................................    31
Section 10.7.  Counterparts  ...........................................    32
Section 10.8.  Recording ...............................................    32
Section 10.9.  Covenants Running with the Land  ........................    32

                                          ii

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Section 10.10  Miscellaneous ...........................................    33

                                      ARTICLE XI
                               TERMINATION OF AGREEMENT

Section 11.1  Option to Terminate ......................................    33
Section 11.2  Action to Terminate ......................................    33
Section 11.3  Effect of Termination ....................................    33
Section 11.4. Maturity Date  ...........................................    33
TESTIMONIUM   ..........................................................    34
SIGNATURES    ..........................................................    34

SCHEDULE A    Description of Development Property
SCHEDULE B    Limited Warranty Deed
SCHEDULE C    Assessment Agreement
SCHEDULE D    Certificate of Completion and Release of Forfeiture
SCHEDULE E    Letter Agreement
SCHEDULE F    Site Improvements

                                         iii

<PAGE>

                           CONTRACT FOR PRIVATE DEVELOPMENT

    THIS AGREEMENT, mad on or as of the 31st day of December 1996, by and 
between CITY OF BELLE PLAINE, MINNESOTA, a Minnesota corporation (the 
"City"), and BELLE PLAINE ECONOMIC DEVELOPMENT AUTHORITY, BELLE PLAINE, 
MINNESOTA, a public body corporate and politic (the "Authority"), established 
pursuant to MINNESOTA STATUTES, Sections 469.090 and 469.108 (hereinafter 
referred to as the "Act"), and EXCELSIOR-HENDERSON MOTORCYCLE MANUFACTURING 
COMPANY, a Minnesota corporation (the "Developer").

    WITNESSETH:

    WHEREAS, the Authority was created pursuant to the Act and was authorized 
to transact business and exercise its powers by a resolution of the City 
Council of the City of Belle Plaine ("City"); and

    WHEREAS, the City has undertaken a program to promote economic 
development and job opportunities and to promote the development and 
redevelopment of land which is under utilized within the City, nd in this 
connection created a development project known as the Redevelopment Project 
No. 1 (hereinafter referred to as the "Project") in an area (hereinafter 
referred to as the "Project Area") located in City and a Tax Increment 
Financing District No. 1-2 (the "TIF District") with the Project Area, all 
pursuant to MINNESOTA STATUTES, Sections 469.001 to 469,037 (the "HRA ACT") 
and MINNESOTA STATUTES, Sections 469.174 to 469,179 (the "TIF Act"); and

    WHEREAS, the City Council has transferred control, authority and 
operation of the Project to the Authority, which currently administers the 
Project exercising the powers of a housing and redevelopment authority under 
the HRA Act; and

    WHEREAS, pursuant to the HRA Act, the Authority is authorized to acquire 
real property, or interest therein, and to undertake certain activities to 
prepare such real property for development by private enterprise; and

    WHEREAS, in order to achieve the objectives of the Project Plan the 
Authority is prepared to acquire certain real property in the Project Area, 
more particularly described in Schedule A annexed hereto and made a part 
hereof (which property as so described is hereinafter referred to as the 
"Development Property") and has agreed to pay certain redevelopment costs of 
the Project, in order to bring about redevelopment in accordance with the 
Development Plan and this Agreement; and

    WHEREAS, the City and the Developer have previously entered into that 
certain Letter of Intent dated as of August 21, 1996 (the "Letter of Intent") 
describing certain assistance to be provided by the City and the Authority to 
enable development of the Development Property; and

    WHEREAS, this Agreement is intended to and does supersede the Letter of 
Intent in all respects; and

                                          1

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    WHEREAS, the Authority believes that the redevelopment of the Project 
Area pursuant to this Agreement, and fulfillment generally of this Agreement, 
are in the vital and best interests of the City and the health, safety, 
morals, and welfare of its residents, and in accord with the public purposes 
and provisions of the applicable State and local laws and requirements under 
which the Project has been undertaken and is being assisted.

    NOW, THEREFORE, in consideration of the premises and the mutual 
obligations of the parties hereto, each of them does hereby covenant and 
agree with the other as follows:

                                          2

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                                      ARTICLE I

                                     DEFINITIONS

    Section 1.1.  DEFINITIONS.  In this Agreement, unless a different meaning 
clearly appears from the context:

    "ACT" means the Economic Development Authority Act, MINNESOTA STATUTES, 
Sections 469.090 to 469.108, as amended.

    "ADDITIONAL CITY AND COUNTY TAXES" means (1) the real property taxes 
generated in any tax-payable year by extending the City's local tax rate 
against the tax capacity of the Minimum Improvements (excluding land) as of 
January 2 in the prior year; together with (2) the real property taxes 
generated in any tax-payable year by extending the County's local tax rate 
against the tax capacity of the Minimum Improvements (excluding land) as of 
January 2 in the prior year.

    "AGREEMENT" means this Agreement, as the same may be from time to time 
modified, amended, or supplemented.

    "ASSESSMENT AGREEMENT" means the agreement in the form of Schedule C 
attached hereto to be entered into pursuant to Section 6.3 of this Agreement.

    "AUTHORITY" means the Belle Plaine Economic Development Authority, or any 
successor or assign with respect to this Agreement.

    "CITY" means the City of Belle Plaine, Minnesota.

    "CERTIFICATE OF COMPLETION" means the certification provided to the 
Developer, or the purchaser of any part, parcel or unit of the Development 
Property, pursuant to Section 4.4 of this Agreement, in substantially the 
form attached as Schedule D.

    "CONSTRUCTION PLAN" means the plans, specifications, drawings and related 
documents on the construction work to be performed by the Developer on the 
Development Property, including the Minimum Improvements and the Site 
Improvements, which (a) shall be as detailed as the plans, specifications, 
drawings and related documents which are submitted to the appropriate 
building officials of the City, and (b) shall include at least the following 
for each building: (1) site plan; (2) foundation plan; (3) basement plans; 
(4) floor plan for each floor; (5) cross sections of each (length and width); 
(6) elevations (all sides); (7) landscape plan; and (8) such other plans or 
supplements to the foregoing plans as the Authority may reasonably request to 
allow it to ascertain the nature and quality of the proposed construction 
work.

    "COUNTY" means the County of Scott, Minnesota.

    "DEED" means the limited warranty deed in substantially the form attached 
as Schedule B.

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    "DEVELOPER" means Excelsior-Henderson Motorcycle Manufacturing Company, 
or its permitted successors and assigns.

    "DEVELOPMENT PROPERTY" means the real property described in Schedule A of 
this Agreement.

    "EARNEST MONEY MORTGAGE" has the meaning set forth in Section 3.1(c) 
hereof.

    "EARNEST MONEY NOTE" has the meaning set forth in Section 3.1(c) hereof.

    "EVENT OF DEFAULT" means an action by the Developer listed in Article IX 
of this Agreement, which is not cured within the time period permitted under 
this Agreement.

    "HOLDER" means the owner of a Mortgage.

    "MATURITY DATE" means the date that is the earlier to occur of (a) the 
date the Termination Payment, applicable to the date such payment is made, is 
paid to the Authority, or (b) the date that all TIF Bonds have been paid in 
full, redeemed or defeased.

    "MINIMUM IMPROVEMENTS" means the construction on the Development Property 
of a motorcycle manufacturing facility, including office space directly 
related to and necessary for such facility, with a gross square footage of at 
least 150,000 square feet.

    "MORTGAGE" means any mortgage made by the Developer which is secured, in 
whole or in part, with the Development Property and which is permitted 
encumbrance pursuant to the provisions of Article VIII of this Agreement.

    "PROJECT" means the Authority's Redevelopment Project No. 1.

    "PROJECT AREA" means the real property located within the boundaries of 
the Project.

    "PUBLIC IMPROVEMENTS" has the meaning set forth in Section 3.5 hereof.

    "PURCHASE MONEY MORTGAGE" has the meaning set forth in Section 3.1(b) 
hereof.

    "PURCHASE MONEY NOTE" has the meaning set forth in Section 3.1(b) hereof.

    "REDEVELOPMENT PLAN" means the Authority's Project Plan for Redevelopment 
Project No. 1 as amended October 21, 1996 and as it may be further amended.

    "SELLER" has the meaning set forth in Section 3.1 hereof.

    "SITE IMPROVEMENTS" or "SITE IMPROVEMENT COSTS" has the meaning set forth 
in Section 3.6 hereof.

    "STATE" means the State of Minnesota.

                                          4

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    "TAX INCREMENT" means that portion of the real property taxes which is paid
with respect to the Development Property and remitted to the Authority by Scott
County as tax increment pursuant to the Tax Increment Act.

    "TAX INCREMENT ACT" or "TIF ACT" means the Tax Increment Financing Act,
MINNESOTA STATUTES, Sections 469.174 to 469.179, as amended.

    "TAX INCREMENT BONDS" or "TIF BONDS" means, collectively, the Tax Exempt 
TIF Bonds and the Taxable TIF Bonds issued or to be issued by the City 
pursuant to Section 3.7 hereof, secured primarily by Tax Increments 
attributable to the Development Property and, after termination of the TIF 
District, by Additional City and County Taxes.  The term TIF Bonds includes 
any bonds or obligations issued to refund any TIF Bonds.

    "TAX INCREMENT DISTRICT" or "TIF DISTRICT" means the Authority's Tax 
Increment Financing District No. 1-2.

    "TAX INCREMENT PLAN" or "TIF PLAN" means the Authority's Tax Increment 
Financing Plan for Tax Increment Financing District 1-2, as amended November 
18, 1996, and as it may be further amended.

    "TAX OFFICIAL" means any County assessor; County auditor; County or State 
board of equalization, the commissioner of revenue of the State, or any State 
or federal district court, the tax court of the State, or the State Supreme 
Court.

    "TERMINATION PAYMENT" means the amount necessary from time to time to 
defease or redeem all of the outstanding TIF Bonds assuming the same are and 
have been timely paid and redeemed.

    "UNAVOIDABLE DELAYS" means delays beyond the reasonable control of the 
party seeking to be excused as a result thereof which are the direct result 
of strikes, other labor troubles, contractor default, material shortages, 
unusually severe or prolonged bad weather, act of God, fire or other casualty 
to the Minimum Improvements, litigation commenced by third parties which, by 
injunction or other similar judicial action, directly results in delays, or 
acts of any federal, state or local governmental unit (other than the 
Authority in exercising its rights under this Agreement) which result in 
delays, any delays resulting from untimely completion of the Public 
Improvements, and any delays resulting from other causes which are beyond the 
reasonable control of Developer.

                                          5

<PAGE>

                                      ARTICLE II

                            REPRESENTATIONS AND WARRANTIES

    Section 2.1.   REPRESENTATIONS BY THE AUTHORITY AND CITY.  The Authority 
and the City make the following representations as the basis for the 
undertaking on their part herein contained:

    (a)  The Authority is an economic development authority duly organized 
and existing under the laws of the State.  Under the provisions of the Act, 
the Authority has the power to enter into this Agreement and carry out its 
obligations hereunder.

    (b)  The City is a statutory City duly organized under the laws of the 
State, and a state public body under Section 469.041 of the HRA Act, and has 
the power to enter into this Agreement and carry out its obligations 
hereunder.

    (c)  The activities of the Authority and the City are undertaken for the 
purpose of fostering the developing of certain real property which for a 
variety of reasons is presently unutilized and under utilized and for the 
purpose of preventing the emergency of blight and promoting economic 
development and the creation of employment opportunities.

    (d)  The Minimum Improvements constitute a permitted use under any 
applicable zoning laws.

    (e)  The Project is "redevelopment project" within the meaning of the HRA 
Act and was created, adopted and approved in accordance with the terms of the 
HRA Act.

    (f)  The Tax Increment District is an "economic development tax increment 
financing district", which was created, adopted, certified and approved 
pursuant to the Tax Increment Act.

    (g)  Subject to satisfaction of the terms and conditions of this 
Agreement, the City will convey the Development Property to the Developer for 
development in accordance with the terms of this Agreement.

    (h)  The City and the Authority will cooperate with the Developer with 
respect to any litigation commenced with respect to the Redevelopment Plan, 
Project, or Minimum Improvements.

    (i)  Nether the City nor the Authority has received notice or 
communication from any local, state or federal official that the activities 
of the Developer or the City or the Authority in the Project Area with 
respect to the Development Property may be or will be in violation of any 
environmental law or regulation. Neither the City nor the Authority is aware 
of any facts the existence of which would cause either to be in violation of 
any local, state or federal environmental law, regulation or review procedure.

    Section 2.2.  REPRESENTATIONS AND WARRANTIES BY THE DEVELOPER.  The 
Developer represents and warrants that:

                                          6

<PAGE>

    (a)  The Developer is a corporation duly organized and in good standing 
under the laws of the State of Minnesota, is not in violation of any 
provisions of its articles of incorporation and by-laws or the laws of the 
State, is duly authorized to transact business within the State, has power to 
enter into this Agreement and has duly authorized the execution, delivery and 
performance of this Agreement by proper action of its directors.

    (b)  In the event the Development Property is conveyed to the Developer, 
then the Developer intends to construct and maintain the Minimum Improvements 
in accordance with the terms of this Agreement, the Development Plan and all 
local, state and federal laws and regulations (including, but not limited to, 
environmental, zoning, building code and public health laws and regulations).

    (c)  The Developer has received no notice or communication from any 
local, state or federal official that the activities of the Developer or the 
Authority with respect to the Development Property may be or will be in 
violation of any environmental law or regulation (other than those notices or 
communications of which the Authority is aware).  The Developer is aware of 
no facts the existence of which would cause it to be in violation of or give 
any person a valid claim under any local, state or federal environmental law, 
regulation or review procedure with respect to the Development Property.

    (d)  The Developer will construct the Minimum Improvements in accordance 
with all local, state or federal energy-conservation laws or regulations.

    (e)  The Developer will use all reasonable efforts to obtain, in a timely 
manner, all required permits, licenses and approvals, and will use all 
reasonable efforts to meet, in a timely manner, all requirements of all 
applicable local, state and federal laws and regulations which must be 
obtained or met before the Minimum Improvements may be lawfully constructed.

    (f)  Nether the execution and delivery of this Agreement, the 
consummation of the transactions contemplated hereby, nor the fulfillment of 
or compliance with the terms and conditions of this Agreement is prevented, 
limited by or conflicts with or results in a breach of, the terms, conditions 
or provisions of any corporate restriction or any evidenced of indebtedness, 
agreement or instrument of whatever nature to which the Developer is now a 
party or by which it is bound, or constitutes a default under any of the 
foregoing.

    (g)  The proposed redevelopment by the Developer hereunder would not 
occur but for the tax increment financing assistance being provided by the 
Authority hereunder.

                                          7

<PAGE>

                                     ARTICLE III

                       ACQUISITION AND CONVEYANCE OF PROPERTY;
                        PUBLIC IMPROVEMENTS; SITE IMPROVEMENTS

    Section 3.1.  ACQUISITION AND CONVEYANCE OF THE PROPERTY.  (a) As of the 
date of this Agreement, the Authority and City have entered into a purchase 
agreement dated November 20, 1996 (as amended from time to time, the 
"Purchase Agreement") with CLC Development, Inc. (the "Seller") providing for 
acquisition of the Development Property and certain municipal improvements 
associated therewith for a total purchase price of $1,030,000.  In order to 
assist the Developer in making development of the Minimum Improvements 
economically feasible, the Authority will acquire the Development Property 
pursuant to the Purchase Agreement, and convey title and possession of the 
Development Property to the Developer and provide Developer certain financial 
assistance in connection therewith, subject to all terms and conditions of 
this Agreement applicable thereto.

    (b)  The Authority and the City shall fully and timely comply with the 
terms and conditions of the Purchase Agreement, including without limitation, 
at closing under the Purchase Agreement, the Authority will deliver to the 
Seller the amount payable at closing thereunder (except as provided in 
Section 3.1(c) below) together with a promissory note in the amount of 
$490,000 (the "Purchase Money Note") and a mortgage in like amount (the 
"Purchase Money Mortgage") with respect to the Development Property, all in 
accordance with the Purchase Agreement.

    (c)  The parties acknowledge that the Developer provided to the Authority 
the amount of $100,000, which wa applied as earnest money toward the purchase 
price of the Development Property, all in accordance with the Purchase 
Agreement and a letter agreement among the City, the Authority and the 
Developer dated November 22, 1996 (the "Letter Agreement") a copy of which is 
attached hereto as Schedule E.  In accordance with the Letter Agreement, the 
Authority gave the Developer a promissory note in amount of $100,000 (the 
"Earnest Money Note") and a mortgage encumbering the Authority's interest in 
the Development Property (the "Earnest Money Mortgage"), each dated November 
22, 1996.  The terms of the Letter Agreement are incorporated herein by 
reference.  In the event of any inconsistency between the Letter Agreement 
and this Agreement, the terms of this Agreement shall control.  
Notwithstanding anything to the contrary in the Letter Agreement, the 
obligations of the Authority and the City under the Letter Agreement shall be 
deemed satisfied upon closing on conveyance of the Development a property to 
the Developer under this Agreement, or upon termination of this Agreement 
under Section 11.1 hereof.  Developer shall provide to the Authority with 
such funds as are required to pay the closing costs (but not the portion of 
purchase price payable under Section 2.2 thereof, or the funds necessary to 
pay for the improvements described in Section 19 thereof) be paid by the 
Authority pursuant to the Purchase Agreement.  At the closing pursuant to the 
Purchase Agreement, Developer and the Authority shall amend the Earnest Money 
Note and the Earnest Money Mortgage to increase the principal evidenced and 
secured thereby by the amount of such funds provided by Developer.

                                          8

<PAGE>

    Section 3.2.  CONDITIONS OF ACQUISITION AND CONVEYANCE; PURCHASE PRICE. 
(a)  The Authority shall convey title to and possession of the Development 
Property to the Developer by a deed substantially in the form of the Deed 
attached as Schedule B to this Agreement.  At the time of such acquisition by 
Developer, the Authority also shall assign and deliver to Developer each of 
the documents to be delivered by the Seller pursuant to Section 10.0 of the 
Purchase Agreement (except the documents referenced in Section 10.1, 10.10 
and 10.11 thereof), together with such other documents and affidavits as the 
Developer shall reasonably request in connection therewith.  The Authority's 
obligation to convey the Development Property to the Developer is subject to 
satisfaction of the following terms and conditions:

         (1)  the Developer having reviewed and approved title to the     
    Development Property as set forth in Section 3.4; and

         (2)  the conditions precedent to issuance of the Table TIF Bonds,    
    described in Section 3.7(b) hereof, have been satisfied; and

         (3)  the Developer not being in default under this Agreement beyond  
    any applicable cure periods.

The closing on conveyance of the Development Property from the Authority to 
the Developer shall occur on the latest of (i) the date the Taxable TIF Bonds 
are issued and settled; (ii) ten days after all conditions specified in this 
Section 3.2(a) have been satisfied; and (iii) such other date as the 
Authority and Developer agree in writing.

    (b)  The purchase price to be paid to the Authority by the Developer in 
exchange for the conveyance of the Development Property shall be $1.00.

    Section 3.3.  PLACE OF DOCUMENT EXECUTION, DELIVERY AND RECORDING.  (a) 
Unless otherwise mutually agreed by the Authority and the Developer, the 
execution and delivery of all deeds, documents and the payment of any 
purchase price shall be made at the offices of the title insurer.

    (b)  The Deed shall be in recordable form and shall be promptly recorded 
in the proper office for the recordation of deeds and other instruments 
pertaining to the Development Property.  At closing, the Developer shall pay:

         (1)  the cost of recording any instruments in connection with the    
 conveyance by the Authority to the Developer; and

         (2)  costs of title insurance commitment fees and premiums, if any,  
   and title company closing fees, if any.

Notwithstanding anything to the contrary in this Section, any taxes or costs 
payable by the Seller under the Purchase Agreement will remain the obligation 
of the Seller.

    Section 3.4.  TITLE; OTHER CONTINGENCIES.  (a) The Developer and 
Authority agree and understand that the Developer has the right to make title 
objections under the Purchase Agreement.  If the Authority elects to 
terminate the Purchase Agreement (with the Developer's

                                          9

<PAGE>

consent), or the Developer requests such termination, all in accordance with 
the Purchase Agreement, then either the Developer or the Authority may by the 
giving of written notice to the other, terminate this Agreement, upon the 
receipt of which this Agreement shall be null and void and neither party 
shall have any liability hereunder, except that Developer's obligations under 
Section 3.8 hereof shall survive termination of this Agreement.  Upon such 
termination, the Authority shall promptly return to the Developer any monies 
deposited with the Authority, including without limitation the amount owing 
to the Developer under the Earnest Money Note.  The Authority shall have no 
obligations to take any action to clear defects in the title to the 
Development Property.  As a condition to closing on conveyance of the 
Development Property to the Developer, the Developer shall be entitled to 
obtain an updated title insurance commitment in a form satisfactory to the 
Developer.

    (b)  The Authority shall take no actions to encumber title to the 
Development Property, allow any labor or materials to be performed at or 
supplied to the Property, enter into any contracts or agreements whatsoever 
with respect to the Development Property, or allow any party whatsoever to 
enter upon the Development Property without the prior written consent of 
Developer between the time the Authority acquires the Development Property 
and the time which the Deed is delivered to the Developer.

    (c)  Notwithstanding anything to the contrary herein, the Developer 
agrees and understands that the Deed shall be given to the Developer only 
subject to those matters approved by the Developer pursuant to the Purchase 
Agreement and the Letter Agreement at the time of closing on acquisition of 
the Development Property by the Authority.  In addition, the Authority shall 
cause to the following encumbrances to be satisfied, terminated and 
discharged of record to the reasonable satisfaction of the Developer upon 
deliver of the Deed to the Developer: (1) the Purchase Money Note and the 
Purchase Money Mortgage, (2) the Petition for Public Improvements and Waiver 
of Special Assessment Appeal as set forth in Exhibit D of the Purchase 
Agreement; and (3) deferred assessments with respect to South Street 
Improvements.

    (d)  The Developer acknowledges that the Authority makes no 
representations or warranties as to the condition of the soils on the 
Development Property or its fitness for construction of the Minimum 
Improvements or any other purpose for which the Developer may make use of 
such property.  The Developer further agrees that it will indemnify, defend, 
and hold harmless the Authority, the City, and their governing body members, 
officers, and employees, from any claims or actions arising out of the 
presence, if any, of hazardous wastes or pollutants on the Development 
Property.

    (e)  The City agrees that, before closing in conveyance of the 
Development Property to the Developer, the City will ensure proper access 
from Laredo Street to Highway 169.

    Section 3.5.  PUBLIC IMPROVEMENTS.  (a) The City, Authority and Developer 
acknowledge and agree that as a result of the Developer's construction of the 
Minimum Improvements, it will be necessary for the City to acquire and 
construct certain street and utility improvements of a public nature.  Such 
public improvements are referred to in this Agreement as the "Public 
Improvements" and consist of the following: (1) the acquisition of existing 
Laredo Street and utilities located in the right of way therein (the "Laredo 
Street Improvements"); and (2) the construction of the street and utilities 
described as the "Improvements" in the Public

                                          10

<PAGE>

Improvements Agreement dated as of even date herewith between Seller and the 
City (the "Hanlon Drive Improvements").

    (b)  The parties agree and understand that the City will acquire the 
Laredo Street Improvements upon closing on acquisition of the Development 
Property from the Seller, and that the portion of the purchase price payable 
to Seller at closing represents the cost of acquisition of the Laredo Street 
Improvements. The City agrees that it will not specially assess any portion 
of the cost of the Public Improvements against the Development Property, 
except pursuant to the petition for Public Improvements and Waiver of Special 
Assessment Appeal as set forth in Exhibit D to the Purchase Agreement.

    (c)  The City will cause construction of the Hanlon Drive Improvements in 
accordance with the terms of the Public Improvements Agreement; provided, 
however, the City shall not give the Commencement Notice (as defined in the 
Public Improvements Agreement) without the prior written consent of 
Developer. The City shall provide duplicate copies of the Plans submitted by 
the Seller pursuant to the Public Improvements Agreement to the Developer for 
its review and comment, shall consult with Developer with respect thereto, 
and reasonably cooperate with Developer with respect to any comments or 
concerns Developer may have with respect to the Plans and the Public 
Improvements.  The City will use its best efforts to coordinate the 
construction of the Hanlon Drive Improvements with the construction of the 
Minimum Improvements and the Site Improvements by the Developer, so as to 
minimize disruption of the Developer's activities. Notwithstanding anything 
to the contrary herein, the City shall have no obligation to commence or 
cause to be commenced any work related to the Hanlon Drive Improvements until 
the Taxable TIF Bonds have been issued and the Purchase Money Note has been 
paid in full.  The City and the Authority agree that, if the City exercises 
its rights to complete the Public Improvements under Section 2.10(b) of the 
Public Improvements Agreement, the Developer may, after written notice to the 
City, assume the rights and obligations of the Seller under the Public 
Improvements Agreement (other than those relating to the Seller's obligations 
to pay costs overages under Section 2.11(b) thereof), including without 
limitation the right to reimbursement by the City and the Seller for work 
performed by the Developer from and after the date of such notice; provided 
that in such event, the Public Improvements shall be completed within 60 days 
after the date of the Developer's notice.  If the Developer does not timely 
complete the Public Improvements, the City retains its rights thereafter to 
complete the Public Improvements under Section 2.10(b) of the Public 
Improvements Agreement.  Nothing in this Section is intended to inure to the 
benefit of the Seller or relieve the Seller of its obligations under the 
Public Improvements Agreement.

    (d)  The Developer acknowledges that it may be necessary, during the 
construction of the Hanlon Drive Improvements, for the City or the Seller to 
enter upon the Development Property for the purpose of making such 
improvements. The Developer hereby grants to the City a construction license 
allowing the City and its officials, employees, agents and contractors 
(including without limitation the Seller and its officials, employees agents 
and contractors) to enter the Development Property for the purpose of 
constructing the Hanlon Drive Improvements.  The City shall use all 
reasonable efforts to cause the parties performing such work to coordinate 
with and not unnecessarily disturb the performance of the Minimum 
Improvements.

                                          11

<PAGE>

    Section 3.6.  SITE IMPROVEMENT COSTS.  The Authority and the City agree 
that in order to make construction of the  Minimum Improvements financial 
feasible, it is necessary for the Authority to assist the Developer through 
the financing of certain costs related to the preparation of the Development 
Property.  Such preparation activities are referred to in this Agreement as 
the "Site Improvements" or the "Site Improvement Costs" and shall consist of 
the improvements descried in Schedule F hereto.  The Developer shall 
construct all Site Improvements in a timely fashion necessary to permit 
construction of the Minimum Improvements as described in Article IV hereof.  
Plans and specifications for the Site Improvements shall be approved by the 
Authority in accordance with Article IV hereof. The Authority will reimburse 
the Developer for a portion of the site Improvement Costs in accordance with 
the terms of the Section 3.7 hereof.  At reasonable intervals during 
construction of the Site Improvements, the Developer shall submit evidence of 
the Site Improvements Costs to the Authority in a form reasonably 
satisfactory to the Authority.  Such evidence shall include, at a minimum, 
paid invoices or comparable evidence of payment.

    If the cost of all Site Improvements exceed the amount to be reimbursed 
under Section 3.7, such excess cost shall be the responsibility of the 
Developer.  Neither the City nor the Authority shall have any obligation to 
the Developer or to any third party with respect to any defects in the 
construction of the Site Improvements.

    Section 3.7.  FINANCING OF PROPERTY ACQUISITION, PUBLIC IMPROVEMENTS AND 
SITE IMPROVEMENTS.  (a) The Authority and City will finance the cost of the 
Public Improvements through issuance by the City of tax exempt TIF Bonds with 
proceeds in the amount of $610,000 (the "Tax Exempt TIF Bonds") net of 
capitalized interest, discount, costs of issuance and administrative costs.  
The City will use its best efforts to cause the Tax Exempt TIF Bonds to be 
issued and settled by December 31, 1996.  The net proceeds of the Tax Exempt 
TIF Bonds shall be disbursed as follows:

         (1)  the amount of $440,000 shall be paid to the Seller at closing on
    acquisition of the Development Property by the Authority, as a portion of
    the cost of acquisition of the Development Property, which portion
    constitutes the cost of the Laredo Street Improvements.

         (2)  the amount of $170,000 shall be disbursed to pay the cost of the
    Hanlon Drive Improvements in accordance with the Public Improvements
    Agreement.

    (b)  The Authority will finance the cost of acquisition of the 
Development Property (other than the portion attributable to the Laredo 
Street Improvements) and the Site Improvement Cots through issuance by the 
City of Taxable TIF Bonds with proceeds in the amount of $1,690,000 (the 
"Taxable TIF Bonds") net of capitalized interest, discount, costs of issuance 
and administrative costs.  The City's obligation to issue the Taxable TIF 
Bonds shall be subject to satisfaction of the following conditions:

         (1)  Conceptual plans for the Minimum Improvements and Construction
    Plans for the initial portion thereof for which a municipal permit is to be
    issued having been approved in accordance with Article IV hereof;

                                          12

<PAGE>

         (2)  the Authority having approved the Developer's financing in an
    amount necessary to construct the Minimum Improvements, all in accordance
    with Article VII hereof, and the Developer having closed on such financing;
    and

         (3)  there being no uncured Event of Default by the Developer under
    this Agreement.

The parties agree and understand that they will use their best efforts to cause
the conditions referenced in this Section to be met, and the Taxable TIF Bonds
to be issued, by June 30, 1997; provided, however, the Authority shall not issue
the Taxable TIF Bonds until requested to do so by the Developer in writing.

    (c)  The Developer agrees that, upon closing on the Taxable TIF Bonds, it 
will pay the amount owing to Seller under the Purchase Money Note.  The net 
proceeds of the Taxable TIF Bonds shall be allocated to reimburse the 
Developer for costs of acquiring the Development Property in the amount of 
$590,000 (including $100,000 paid by the Developer as earnest money under the 
Letter Agreement and $490,000 paid by he Developer to satisfy the Purchase 
Money Note), and to reimburse the Developer for its Site Improvement Costs 
documented in accordance with Section 3.6 hereof, together with all other 
closing costs paid by the Developer under Section 3.1(c) hereof, in the 
amount of $1,100,000, for a total reimbursement of $1,690,000 (the 
"Reimbursement Amount").  Such proceeds shall be disbursed at the following 
times:

         (i)  Upon completion of construction of 25% of the Minimum
    Improvements, the Authority shall disburse to the Developer 25% of the
    Reimbursement Amount;

         (ii) Upon completion of construction of 50% of the Minimum
    Improvements, the Authority shall disburse to the Developer an additional
    25% of the Reimbursement Amount;

         (iii)     Upon completion of construction of 75% of the Minimum
    Improvements, the Authority shall disburse to the Developer an additional
    25% of the Reimbursement Amount;

         (iv) Upon completion of construction of 100% of the Minimum
    Improvements, the Authority shall disburse to the Developer an additional
    25% of the Reimbursement Amount.

Notwithstanding anything to the contrary in this paragraph, at no time will 
the Authority disburse funds in an amount in excess of the Developer's 
documented costs incurred in constructing the Site Improvements or in funding 
acquisition of the Development Property; provided, however, that at the 
request of any Holder, the Authority shall pay the Reimbursement Amount into 
a construction escrow established by such Holder, subject to all the terms 
and conditions of this Section 3.7(c), including without limitation the above 
disbursement schedule.

    (d)  For the purposes of determining percentages of completion of 
construction of the Minimum Improvements under this Section, the Authority 
shall be furnished with a certificate

                                          13

<PAGE>

from the Developer's project engineer or architect, certifying as to the 
degree of completion of the Minimum Improvements.

    (e)  The City and the Authority represent and warrant that the TIF Bonds 
shall have a final stated maturity of February 1, 2010, and shall mature and 
be payable in such manner as shall provide approximately level debt service 
thereon for the years 2000 through 2007.

    (f)  In the event Developer desires to expand or perform additional 
improvements beyond the Minimum Improvements, the Authority shall negotiate 
in good faith to assist Developer in financing such expense or additional 
improvements with any excess Tax Increments then being generated or any Tax 
Increments, reasonably anticipated to be generated from such expansion or 
additional improvements.

    Section 3.8.  PAYMENT OF AUTHORITY COSTS.  The parties agree and 
understand that the Authority's legal and fiscal consultant costs in 
connection with the Purchase Agreement, this Agreement, and other activities 
in connection with development of the Minimum Improvements, will be paid from 
proceeds of the TIF Bonds.  In the event this Agreement is terminated under 
any provision hereof before issuance of either the Tax Exempt TIF Bonds or 
the Taxable TIF Bonds, the Developer shall remain obligated to reimburse the 
Authority and the City for all such costs, to the extent incurred after 
September 1, 1996, not previously paid from proceeds of any TIF Bonds issued 
before such termination.  The Developer shall remit such payment within 10 
days after receipt of written demand therefor.

    Section 3.9.  WAGE AND JOB COVENANTS.  (a) By no later than December 31, 
1998 (the "Compliance Date"), the Developer shall create on the Development 
Property at least 75 new full-time equivalent jobs (excluding any jobs filled 
by the Developer in the State as of the ate of this Agreement) and the 
weighted annual average wages for all employees in the Minimum Improvements 
shall be no less than $17,500.  The Developer shall submit to the Authority a 
written report by the Compliance Date describing employment and wages in 
sufficient detail to enable the Authority to determine compliance with this 
Section.  The City shall file the reports required by Minnesota Statutes, 
Section 116J.991 with the Minnesota Department of Trade and Economic 
Development.  The Developer's obligations under this Section 3.9 shall be 
fulfilled and the requirements established herein shall be satisfied upon 
completion of the number of jobs that the wage level provided in (b) above, 
and there shall be no requirement as to the continuation of any job or wage 
level thereafter.

    (b)  If the Developer fails to comply with any of the terms of Section 
3.9(a), the Developer shall repay to the Authority an amount equal to 
$2,300,000, or such lesser amount of net proceeds of the TIF Bonds as have 
been disbursed by the City or Authority in connection with land acquisition, 
the Public Improvements or the Site Improvements; provided that the terms of 
such repayment shall be determined by written agreement negotiated diligently 
and in good faith among the Authority, the City and the Developer to be 
entered into upon the Event of Default under this Section.  If no written 
agreement is executed within 90 days after the Event of Default under this 
Section, the amount payable by the Developer under this paragraph shall be 
immediately due and payable.  Nothing in this Section shall be construed to 
limit the Authority's or City's remedies under Article IX hereof.

                                          14

<PAGE>

    (c)  The parties agree and understand that this Section is intended to
comply with Minnesota Statutes, Section 116J.991.  If such statute is repealed
or amended such that the requirements set forth in this Section are not required
by statute, the provisions of this Section 3.9(b) shall be deemed terminated and
no longer in effect upon the effective date of such repeal or amendment. 
Notwithstanding such termination, the Authority shall retain such other remedies
as it may have under Article IX hereof for an Event of Default under this
Section, excluding the repayment described in Section 3.9(b).

                                          15

<PAGE>


<PAGE>


    SECTION 4.1  CONSTRUCTION OF MINIMUM IMPROVEMENTS.  The Developer agrees
that it will construct the Minimum Improvements on the Development Property
substantially in accordance with the approved Construction Plans and at all
times prior to the Maturity Date will maintain, preserve and keep the Minimum
Improvements or cause the Minimum Improvements to be maintained, preserved and
kept with the appurtenances and every part and parcel thereof, in good repair
and condition.

    SECTION 4.2  CONSTRUCTION PLANS.  (a)  The parties agree and understand
that the Minimum Improvements will be constructed under a so-called
"design-build" strategy.  Before commencement of construction of each component
the Minimum Improvements for which a municipal permit is issued, the Developer
shall submit to the Authority Construction Plans for such component.  The
Construction Plans shall provide for the construction of the relevant component
of the Minimum Improvements and shall be in substantial conformity with the
Redevelopment Plan, this Agreement, and all applicable State and local laws and
regulations.  The Authority will approve the Construction Plans in writing if;
(i) the Construction Plans conform to the terms and conditions of this
Agreement; (ii) the Construction Plans conform to all applicable federal, state
and local laws, ordinances, rules and regulations; (iii) the Construction Plans
are adequate to provide for construction of the Minimum Improvements; and (iv)
no Event of Default has occurred.  No approval by the Authority shall relieve 
the Developer of the obligation to comply with the terms of this Agreement or 
of the Redevelopment Plan, applicable federal, state and local laws, ordinances,
rules and regulations, or to construct the Minimum Improvements in accordance
therewith.  No approval by the Authority shall constitute a waiver of an Event
of Default.  If approval of the Construction Plans is requested by the Developer
in writing at the time of submission, such Construction Plans shall be deemed
approved unless rejected in writing by the Authority, in whole or in part.  Such
rejections shall set forth in detail the reasons therefore, and shall be made
within 30 days after the date of their receipt by the Authority.  If the
Authority rejects any Construction Plans in whole or in part, the Developer
shall submit new or corrected Construction Plans within 30 days after written
notification to the Developer of the rejection.  The provisions of this Section
relating to approval, rejection and resubmission of corrected Construction Plans
shall continue to apply until the Construction Plans have been approved by the
Authority.  The Authority's approval shall not be unreasonably withheld.  Said
approval shall constitute a conclusive determination that the Construction Plans
(and Minimum Improvements, if constructed in accordance with said plans) comply
to the Authority's satisfaction with the provisions of this Agreement relating
thereto.

    (b)  If, prior to issuance of the Certificate of Completion, the Developer
desires to make any material change in the Construction Plans after their
approval by the Authority which would substantially alter the scope of the work
contemplated thereby or decrease the value of the Minimum Improvements 
(including land) below $6,200,000, the Developer shall submit the proposed 
change to the Authority for its approval.  If the Construction Plans, as 
modified by the proposed change, conform to the requirements of this section 
4.2 of this Agreement with respect to such previously approved Construction 
Plans, the Authority shall approve the proposed change and notify the 
Developer in writing of its approval.  Such change in the Construction Plans
shall,

                                 16

<PAGE>


in any event, be deemed approved by the Authority unless rejected, in whole or
in part, by written notice by the Authority to the Developer, setting forth in
detail the reasons therefor.  Such rejection shall be made within ten (10) days
after receipt of the notice of such change.  The Authority's approval of any
such change in the Construction Plans will not be unreasonably withheld.

    Section 4.3.  COMMENCEMENT AND COMPLETION OF CONSTRUCTION.  Subject to
Unavoidable Delays, the Developer shall commence construction of the Minimum
Improvements by December 31, 1997.  Subject to Unavoidable Delays, the Developer
shall complete the construction of the Minimum Improvements by December 31,
1998.  All work with respect to the Minimum Improvements to be constructed or
provide by the Developer on the Development Property shall be in substantial
conformity with the Construction Plans as submitted by the Developer and
approved by the Authority.  The parties agree and understand that,
notwithstanding the completion date for the Minimum Improvements set forth in
this Section, the minimum market value for the Minimum Improvements and the
Development Property described in Section 6.3 hereof and the Assessment
Agreement will be effective as of January 2, 1998.  Failure to complete the
Minimum Improvements by such date shall not be an Event of Default hereunder,
but such failure shall not relieve or alter the effective date of the minimum
market value set forth in the Assessment Agreement.

    The Developer agrees for itself, its successors and assigns, and every
successor in interest to the Development Property, or any part thereof, that the
Developer, and such successors and assigns, shall begin and diligently prosecute
to completion the redevelopment of the Development Property through the
construction of the Minimum Improvements thereon, and that such construction
shall, subject to the terms of this Agreement, be commenced and completed within
the period specified in this Section 4.3 of this Agreement.  Subsequent to
conveyance of the Development Property, or any part thereof, to the Developer,
and until construction of the Minimum Improvements has been completed, the
Developer shall make reports, in such detail and at such times as may reasonably
be requested by the Authority, as to the actual progress of the Developer with
respect to such construction.

    Section 4.4.  CERTIFICATE OF COMPLETION.  (a) Promptly after substantial
completion of the Minimum Improvements in accordance with those provisions of
the Agreement relating solely to the obligations of the Developer to construct
the Minimum Improvements (including the dates for beginning and completion
thereof), the Authority will furnish the Developer with an appropriate
instrument so certifying; provided that if Developer shall substantially
complete the Minimum Improvements later than permitted under this Agreement, it
shall nevertheless be entitled to receive and the Authority shall issue such
certificate unless prior thereto the Authority shall have unconditionally and
finally caused title to the Development Property to be revested in the Authority
pursuant to Section 9.3 hereof.  Such certification by the Authority shall be
(and it shall be so provided in the Deed and in the certification itself) a
conclusive determination of satisfaction and termination of the agreements and
covenants in the Agreement and in the Deed with respect to the obligations of
the Developer, and its successors and assigns, to construct the Minimum
Improvements and the dates for the beginning and completion thereof.  Such
certification and such determination shall not constitute evidence of compliance
with or satisfaction of any obligation of the Developer to any Holder of a
Mortgage, or any insurer of a Mortgage, securing money loaned to finance the
Minimum Improvements, or any part thereof.

                                          17

<PAGE>

    (b)  The certificate provided for in this Section 4.4 of this Agreement
shall be in such form as will enable to be recorded in the proper office for the
recordation of deeds and other instruments pertaining to the Development
Property.  If the Authority shall refuse or fail to provide any certification in
accordance with the provisions of this Section 4.4 of this Agreement, the
Authority shall, within thirty (30) days after written request by the Developer,
provide the Developer with a written statement, indicating in adequate detail in
what respects the Developer has failed to complete the Minimum Improvements in
accordance with the provisions of the Agreement, or is otherwise in default, and
what measures or acts it will be necessary, in the opinion of the Authority, for
the Developer to take or perform in order to obtain such certification.

    (c)  The construction of the Minimum Improvements shall be deemed to be
completed when the Developer has received a certificate of occupancy from the
responsible inspecting authority.  The City agrees to act in good faith in the
issuance of such certificate of occupancy and not to withhold or delay such
issuance thereof except only based upon Developer's failure to comply or satisfy
such conditions as are normally imposed by the City in connection with issuance
of such certificates.

                                          18

<PAGE>


     SECTION 5.1. INSURANCE. (a) The Developer will provide and maintain at 
all times during the process of constructing the Minimum Improvements an All 
Risk Broad Form Basis Insurance Policy and, from time to time during that 
period, at the request of the Authority, furnish the Authority with proof of 
payment of premiums on policies covering the following:

          (i)  Builder's risk insurance, written on the so-called "Builder's 
     Risk -- Completed Value Basis," in an amount equal to one hundred percent 
     (100%) of the insurable value of the Minimum Improvements at the date of
     completion, and with coverage available in nonreporting form on the so-
     called "all risk" form of policy. The interest of the Authority shall be 
     protected in accordance with a clause in form and content satisfactory to 
     the Authority.

         (ii) Comprehensive general liability insurance (including operations,
     contingent liability, operations of subcontractors, completed operations 
     and contractual liability insurance) together with an Owner's Contractor's
     Policy with limits against bodily injury and property damage of not less 
     than $1,000,000 for each occurrence (to accomplish the above-required 
     limits, an umbrella excess liability policy may be used); and

         (iii) Workers' compensation insurance, with statutory coverage.

     (b)   Upon completion of construction of the Minimum Improvements and 
prior to the Maturity Date, the Developer shall maintain, or cause to be 
maintained, at its cost and expense, and from time to time at the request of 
the Authority shall furnish proof of the payment of premiums on, insurance as 
follows:

         (i)  Insurance against loss and/or damage to the Minimum Improvements 
     under a policy or policies covering such risks as are ordinarily insured 
     against by similar businesses.

         (ii)   Comprehensive general public liability insurance, including 
     personal injury liability (with employee exclusion deleted), against 
     liability for injuries to persons and/or property, in the minimum amount 
     for each occurrence and for each year of $1,000,000, and shall be endorsed
     to show the Authority as additional insured.

        (iii) Such other insurance, including workers' compensation insurance 
     respecting all employees of the Developer, in such amount as is customarily
     carried by like organizations engaged in like activities of comparable size
     and liability exposure; provided that the Developer may be self-insured 
     with respect to all or ay part of its liability for workers' compensation.

     (c)   All insurance required in Article V of this Agreement shall be 
taken out and maintained in responsible insurance companies selected by the 
Devloper which are authorized under the laws of the State to assume the risks 
covered thereby. Upon request, the Developer

                                      19

<PAGE>

will deposit annually with the Authority policies evidencing all such insurance,
or a certificate or certificates or binders of the respective insurers stating
that such insurance is in force and effect.  Unless otherwise provided in this
Article V of this Agreement each policy shall contain a provision that the
insurer shall not cancel nor modify it in such a way as to reduce the coverage
provided below the amounts required herein without giving written notice to the
Developer and the Authority at least thirty (30) days before the cancellation or
modification becomes effective.  In lieu of separate policies, the Developer may
maintain a single policy, blanket or umbrella policies, or a combination
thereof, having the coverage required herein, in which event the Developer shall
deposit with the Authority a certificate or certificates of the respective
insurers as to the amount of coverage in force upon the Minimum Improvements.

    (d)  The Developer agrees to notify the Authority immediately in the case
of damage exceeding $100,000 in amount to, or destruction of, the Minimum
Improvements or any portion thereof resulting from fire or other casualty.  In
such event the Developer will forthwith repair, reconstruct and restore the
Minimum Improvements to substantially the same or an improved condition or value
as it existed prior to the event causing such damage and, to the extent
necessary to accomplish such repair, reconstruction and restoration, the
Developer will apply the Net Proceeds of any insurance relating to such damage
received by the Developer to the payment or reimbursement of the costs thereof.

    The Developer shall complete the repair, reconstruction and restoration of
the Minimum Improvements, whether or not the Net Proceeds of insurance received
by the Developer for such purposes are sufficient to pay for the same.  Any Net
Proceeds remaining after completion of such repairs, construction and
restoration shall be the property of the Developer.

    (e)  In lieu of its obligation to reconstruct the Minimum Improvements as
set forth in this Section, the Developer shall have the option of paying to the
Authority the Termination Payment then applicable.

    (f)  The Developer and the Authority agree that all of the insurance
provisions set forth in this Article V shall terminate upon the termination of
this Agreement.

    Section 5.2.  SUBORDINATION.  Notwithstanding anything to the contrary
contained in this Article V, the rights of the Authority with respect to the
receipt and application of any proceeds of insurance shall, in all respects, be
subject and subordinate to the rights of any lender under a Mortgage approved
pursuant to Article VII of this Agreement.

                                          20



<PAGE>

                                      ARTICLE VI

                      TAX INCREMENT; TAXES; SPECIAL ASSESSMENTS

    Section 6.1.  RIGHT TO COLLECT DELINQUENT TAXES.  The Developer
acknowledges that the Authority is providing substantial aid and assistance in
furtherance of the development through issuance of the TIF Bonds.  The Developer
understands that the Tax Increments pledged to payment on the TIF Bonds are
derived from real estate taxes on the Development Property, which taxes must be
promptly and timely paid.  To that end, the Developer agrees for itself, its
successors and assigns, in addition to the obligation pursuant to statute to pay
real estate taxes, that it is also obligated until the Maturity Date by reason
of this Agreement to pay before delinquency all real estate taxes assessed
against the Development Property and the Minimum Improvements.  The Developer
acknowledges that until the Maturity Date, this obligation creates a contractual
right on behalf of the Authority to sue the Developer or its successors and
assigns to collect delinquent real estate taxes and any penalty or interest
thereon and to pay over the same as a tax payment to the county auditor.  In any
such suit, the Authority shall also be entitled to recover its costs, expenses
and reasonable attorney fees.

    Section 6.1  REVIEW OF TAXES.  The Developer agrees that prior to the
Maturity Date it will not cause a reduction in the real property taxes paid in
respect of the Development Property through: (A) willful destruction of the
Development Property or any part thereof; or (B) willful refusal to reconstruct
damaged or destroyed property pursuant to Section 5.1 of this Agreement, except
as provided in Section 5.1(e).  The Developer also agrees that it will not,
prior to the Maturity Date, transfer, or permit the transfer of, the Development
Property to any entity whose ownership would render the Development Property
exempt from real property taxes under state law, other than the City or the
Authority, or apply for a deferral of property tax on the Development Property
pursuant to MINNESOTA STATUTES, Section 469.181, or any similar law.

    Section 6.3.  ASSESSMENT AGREEMENT.  On or before closing on conveyance of
the Development Property to the Developer, the Developer shall, with the
Authority, execute an Assessment Agreement pursuant to MINNESOTA STATUTES,
Section 469.177, subd. 8, specifying any assessor's minimum Market Value for the
Development Property together with the Minimum Improvements.  The amount of the
minimum Market Value shall be no less than $6,200,000 as of January 2, 1998,
notwithstanding any failure to complete construction of the Minimum Improvements
by that date.

    The Assessment Agreement shall be substantially in the form attached hereto
as Schedule C.  Nothing in the Assessment Agreement shall limit the discretion
of the assessor to assign a market value to the property in excess of such
assessor's minimum Market Value nor prohibit the Developer from seeking through
the exercise of legal or administrative remedies a reduction in such market
value for property tax purposes, provided, however, that the Developer shall not
seek a reduction of such market value below the assessor's minimum Market Value
set forth in the Assessment Agreement in any year so long as such Assessment
Agreement shall remain in effect.  The Assessment Agreement shall remain in
effect until the Maturity Date; provided that if at any time before the Maturity
Date the Assessment Agreement is found to be terminated or unenforceable by any
Tax Official or court of competent jurisdiction, the minimum market value
described in this Section shall remain an obligation of the Developer (whether
or not such value

                                          21

<PAGE>

is binding on the County assessor), it being the intent of the parties that the
obligation of the Developer to maintain, and not to seek reduction of, the
minimum market value specified in this Section is an obligation under this
Agreement as well as under the Assessment Agreement, and is enforceable by the
Authority against the Developer, its successors and assigns in accordance with
the terms of this Agreement.

    Section 6.4.  TAX INCREMENT GUARANTEE.  Subsequent to issuance of the 
Taxable TIF Bonds and continuing until the Maturity Date, (a) if the Tax 
Increment available to the Authority (including all Tax Increment received by 
the Authority after the date of this Agreement and not previously applied to 
pay principal or interest on the TIF Bonds through February 1, 2008 is less 
than the amount necessary make such principal or interest payment (after 
crediting any capitalized interest available as of such date ) and (b) if the 
Additional City and County Taxes Paid by the Developer in the six-month 
period before any semi-annual scheduled payment of principal or interest on 
the TIF Bonds from August 1, 2008 through the Maturity Date is less than the 
amount necessary to make such principal or interest payment, then the 
Authority shall provide notice to the Developer of such fact and the amount 
of such deficiency in Tax Increment or Additional City and County Taxes, as 
the case may be.  Ten days after receipt of such notice of deficiency, the 
Developer shall be liable for and shall pay to the Authority such deficiency. 
 Failure by the Authority to provide the notice of deficiency when required 
by this Section shall not relieve the Developer of its obligation to make the 
required payment 10 days after the Developer receives actual notice of the 
deficiency from the Authority.  Notwithstanding anything to the contrary 
herein, on the Maturity Date the Developer shall be entitled to reimbursement 
or credit against the Termination Payment, if any, of any deficiency payments 
previously made by Developer hereunder, paid from and to the extent that the 
aggregate Tax Increment and Additional City and County Taxes through the 
Maturity Date exceed the aggregate payments of principal and interest on the 
TIF Bonds through the Maturity Date.

    The obligation of the Developer to make the payments described in this 
Section shall be absolute and unconditional irrespective of any defense or 
any rights of set off, recoupment or counterclaim it might otherwise have 
against the Authority or any other government body or other person.  The 
Developer shall not fail to make any required payment under this Section for 
any cause or circumstance whatsoever, including without limitation any change 
in State property tax laws or any other law, or any other event, even if 
beyond the control of the Developer.  In any claim, suit or action by the 
Authority or City under this Section, the Authority or City shall be entitled 
to recover its costs, expenses and reasonable attorney fees.

    Notwithstanding anything to the contrary herein, the parties agree and 
understand that, in the event of any deficiency as described in this Section, 
the Authority and the City will in good faith consider a written request from 
the Developer that all or part of such deficiency be satisfied, in lieu of 
seeking payment from Developer hereunder, through appropriation of other tax 
increments, if any, that are (1) generated by the TIF District or other tax 
increment financing district created in the Project, (2) legally available to 
the Authority or the City for such purposes, and (3) not otherwise pledged or 
obligated by the Authority or the City to other purposes.  Any such 
application of tax increments shall be conditioned on there being no uncured 
Event of Default by the Developer.  Nothing in this Section will be construed 
to limit the Authority's or City's legislative discretion regarding such 
application of tax increments.

                                          22

<PAGE>

                                     ARTICLE VII

                                  MORTGAGE FINANCING


    Section 7.1.  FINANCING.  (a) Before the City issues the Taxable TIF Bonds,
the Developer shall submit to the Authority evidence of financing reasonably
sufficient for the construction of the Minimum Improvements.  Such commitments
may be submitted as short term financing, long term mortgage financing, a bridge
loan with a long term take-out financing commitment, Developer equity, or any
combination of the foregoing. Such commitment or commitments for short term or
long term mortgage financing shall be subject only to such conditions as are
normal and customary in the mortgage banking industry.  Notwithstanding anything
to the contrary herein, at least $1,450,000 of the total construction Costs must
be financed by Developer equity, which shall mean any funds of the Developer not
derived from the proceeds of debt secured by an interest in the Development
Property.

    (b)  If the Authority finds that the financing complies with Section 7.1(a)
and is sufficiently committed and adequate in amount to provide for the
construction of the Minimum Improvements, then the Authority shall notify the
Developer in writing of its approval.  Such approval shall not be unreasonably
withheld and either approval or rejection shall be given within thirty (30) days
from the date when the Authority is provided the evidence of financing.  A
failure by the Authority to respond to such evidence of financing shall be
deemed to constitute an approval hereunder.  If the Authority rejects the
evidence of financing as inadequate, it shall do so in writing specifying the
basis for the rejection.

    Section 7.2.  AUTHORITY'S OPTION TO CURE DEFAULT ON MORTGAGE.  In the event
that there occurs a default under any Mortgage authorized pursuant to Article
VII of this Agreement, the Developer shall cause the Authority to receive copies
of any notice of default received by the Developer from the holder of such
Mortgage.  Thereafter, the Authority shall have the right, but not the
obligation, to cure any such default on behalf of the Developer within such cure
periods as are available to the Developer under the Mortgage documents.  In the
event there is an event of default under this Agreement, the Authority will
transmit to the Holder of any Mortgage a copy of any notice of default given by
the Authority pursuant to Article IX of this Agreement.

    Section 7.3  SUBORDINATION AND MODIFICATION FOR THE BENEFIT OF MORTGAGEE. 
In order to facilitate the Developer obtaining financing for purchase of the
Development Property and for construction according to the Construction Plans,
the Authority agrees to subordinate all of its rights under this Agreement
including, but not limited to Section 9.3 herein, to the Holder of the Mortgage,
provided the Development Property remains subject to the Assessment Agreement,
which shall be prior to and not subordinate to the Mortgage, and further
provided that the subordination of the Authority's rights under his Agreement
shall be subject to such reasonable terms and conditions as the Authority and
Holder mutually agree in writing.

    Notwithstanding anything to the contrary herein, the City and the Authority
will negotiate in good faith with the Holder and the Developer regarding
modification of the terms of this Agreement, including without limitation,
subordination of the Assessment Agreement and the schedule and manner of payment
of the Reimbursement Amount under Section 3.7(c), in order to facilitate
obtaining financing as required under this Section; provided that nothing in
this

                                          23

<PAGE>

sentence will be construed to require the City or Authority to approve any
modifications that would, in the reasoned judgment of the City or the Authority,
impair the City or Authority's security for its undertakings under this
Agreement.

                                          24

<PAGE>

                                     ARTICLE VIII

            PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION

    Section 8.1  REPRESENTATION AS TO DEVELOPMENT.  The Developer represents
and agrees that its purchase of the Development Property, and its other
undertakings pursuant to the Agreement, are, and will be used, for the purpose
of redevelopment of the Development Property and not for speculation in land
holding.

    Section 8.2.  PROHIBITION AGAINST DEVELOPER'S TRANSFER OF PROPERTY AND
ASSIGNMENT OF AGREEMENT.  The Developer represents and agrees that prior to
issuance of the Certificate of Completion for the Minimum Improvements:

    (a)  Except only (i) by way of security for, and only for, the purpose of
obtaining financing necessary to enable the Developer or any successor in
interest to the Development Property, or any part thereof, to perform its
obligations with respect to making the Minimum Improvements under this
Agreement, and any refinancing in whole or in part of any of the foregoing, or
(ii) any assignment of Developers's rights and obligations under this Agreement
to any entity with whom Developer has entered into an agreement to perform the
Minimum Improvements on behalf of Developer has entered into an agreement to
perform the Minimum Improvements on behalf of Developer and a lease of the
completed Minimum Improvements with such entity, as landlord, and Developer, as
tenant, and any other purpose authorized by this Agreement, the Developer has
not made or created and will not make or create or suffer to be made or created
any total or partial sale, assignment, conveyance, or lease, or any trust or
power, or transfer in any other mode or form of or with respect to the Agreement
or the Development Property or any part thereof or any interest therein, or any
contract or agreement to do any of the same, without prior written approval of
the Authority, which approval shall not be unreasonably withheld or delayed,
unless the Developer remains liable and bound by this Development Agreement in
which event the Authority's approval is not required.  Any such transfer shall
be subject to the provisions of this Agreement.  The foregoing shall not in any
way  restrict the right of the Developer to sell or transfer the Development
Property in connection with a sale of all or substantially all of the assets of
Developer.

    (b)  In the event the Developer, upon transfer or assignment of the
Development Property or any portion thereof (including without limitation any
assignment or lease described in Section 8.2(a)(ii) hereof) seeks to be released
from its obligations under this Development Agreement as to the portions of the
Development Property that is transferred or assigned, the Authority and City
shall be entitled to require, except as otherwise provided in the Agreement, as
conditions to any such release that:

         (i)  Any proposed transferee shall have the qualifications and
    financial responsibility, in the reasonable judgment of the Authority and
    City, necessary and adequate to fulfill the obligations undertaken in this
    Agreement by the Developer as to the portion of the Development Property to
    be transferred.

         (ii) Any proposed transferee, by instrument in writing reasonably
    satisfactory to the Authority and in form recordable among the land
    records, shall, for itself and its successors and assigns, and expressly
    for the benefit of the Authority and City, have

                                          25

<PAGE>

    expressly assumed all of the obligations of the Developer under this
    Agreement thereafter arising as to the portion of the Development Property
    to be transferred and agreed to be subject to all the conditions and
    restrictions to which the Developer is subject as to such portion;
    provided, however, that the fact that any transferee of, or any other
    successor in interest whatsoever to, the Development Property, or any part
    thereof, shall not, for whatever reason, have assumed such obligations or
    so agreed, and shall not (unless and only to the extent otherwise
    specifically provided in this Agreement or agreed to in writing by the
    Authority and the City) deprive the Authority and or City of any rights or
    remedies or controls with respect to the Development Property or any part
    thereof or the construction of the Minimum Improvements; it being the
    intent of the parties as expressed in this Agreement that (to the fullest
    extent permitted at law and in equity and excepting only in the manner and
    to the extent specifically provided otherwise in this Agreement) no
    transfer of, or change with respect to, ownership in the Development
    Property or any part thereof, or any interest therein, however consummated
    or occurring, and whether voluntary or involuntary, shall operate, legally
    or practically, to deprive or limit the Authority of or with respect to any
    rights or remedies on controls provided in or resulting from this Agreement
    with respect to the Minimum Improvements that the Authority would have had,
    had there been no such transfer or change.  In the absence of specific
    written agreement by the Authority and the City to the contrary, no such
    transfer or approval by the Authority and the City thereof shall be deemed
    to relieve the Developer, or any other party bound in any way by this
    Agreement or otherwise with respect to the construction of the Minimum
    Improvements, from any of its obligations with respect thereto.

         (iii)     Any and all instruments and other legal documents involved
    in effecting the transfer of any interest in this Agreement or the
    Development Property governed by this Article VIII, shall be in a form
    reasonably satisfactory to the Authority and the City.

In the event the foregoing conditions are satisfied then the Developer shall be
released from its obligation under this Agreement, as to the portion of the
Development Property that is transferred, assigned or otherwise conveyed.

    After issuance of the Certificate of Completion for the Minimum
Improvements, the Developer may transfer or assign any portion of the
Development Property or the Developer's interest in this Agreement without the
consent of the City or the Authority, provided that the transferee or assignee
is bound by all the Developer's obligations hereunder.  The Developer shall
submit to the Authority written evidence of any such transfer or assignment,
including the transferee or assignee's express assumption of the Developer's
obligations under this Agreement.  If the Developer fails to provide such
evidence of transfer and assumption, the Developer shall remain bound by all its
obligations under this Agreement.

    Section 8.3.  RELEASE AND INDEMNIFICATION COVENANTS.  (a)  The Developer
releases from and covenants and agrees that the Authority and the City and the
governing body members, officers, agents, servants and employees thereof shall
not be liable for and agrees to indemnify and hold harmless the Authority and
the City and the governing body members, officers, agents, servants and
employees thereof against any loss or damage to property or any injury to or
death of any person occurring at or about or resulting from any defect in the
Minimum Improvements; provided that such liability arises by reason of this
Agreement or the performance by such persons of obligations arising under this
Agreement as opposed to, for example, actions which

                                          26

<PAGE>

would be taken by such persons if the Development Property were acquired by the
Developer and developed without the benefit of this Agreement.

    (b)  Except for any willful misrepresentation or any willful or wanton
misconduct of the following named parties, the Developer agrees to protect and
defend the Authority and the City and the governing body members, officers,
agents, servants and employees thereof, now or forever, and further agrees to
hold the aforesaid harmless from any claim, demand, suit, action or other
proceeding whatsoever by any person or entity whatsoever arising or purportedly
arising from this Agreement, or the transactions contemplated hereby or the
acquisition, construction, installation, ownership, and operation of the Minimum
Improvements; provided that such liability under this Agreement as opposed to,
for example, actions which would be taken by such persons if the Development
Property were acquired by the Developer and developed without the benefit of
this Agreement.

    (c)  The Authority and the City and the governing body members, officers,
agents, servants and employees thereof shall not be liable for any damage or
injury to the persons or property of the Developer or its officers, agents,
servants or employees or any other person who may be about the Development
Property or Minimum Improvements due to any act of negligence of any person;
provided that such liability arises by reason of this Agreement or the
performance by such persons of obligations arising under this Agreement as
opposed to, for example, actions which would be taken by such persons if the
Development Property were acquired by the Developer and developed without the
benefit of this Agreement.

    (d)  All covenants, stipulations, promises, agreements and obligations of
the Authority contained herein shall be deemed to be the covenants,
stipulations, promises, agreement and obligations of the Authority and not of
any governing body member, officer, agent, servant or employee of the Authority
in the individual capacity thereof.

                                          27

<PAGE>

                                      ARTICLE IX

                                  EVENTS OF DEFAULT

    Section 9.1.  EVENTS OF DEFAULT DEFINED.  The following shall be "Events of
Default" under this Agreement and the term "Event of Default" shall mean,
whenever it is used in this Agreement, any one or more of the following events,
but only if the subject event has not been cured within 30 days after receipt of
written notice of such failure from the Authority or City, or if the event is by
its nature incurable within 30 days, the Developer does not, within such 30-day
period, provide assurances reasonably satisfactory to the party providing notice
of the failure will be cured and will be cured as soon as reasonably possible:

    (a)  failure by the Developer to observe or perform any covenant,
condition, obligation or agreement on its part to be observed or performed
hereunder;

    (b)  If the Developer shall

         (i)  file any petition in bankruptcy or for any reorganization,
    arrangement, composition, readjustment, liquidation, dissolution, or
    similar relief under the United States Bankruptcy Act or under any similar
    federal or State law; or

         (ii) make an assignment for benefit of its creditors; or

         (iii)     admit in writing its inability to pay its debts generally as
    they become due; or

         (iv) be adjudicated a bankrupt or insolvent.


    Section 9.2.  REMEDIES ON DEFAULT.  Whenever any Event of Default referred
to in Section 9.1 of this Agreement occurs, the City or Authority may exercise
the following rights under this Section 9.2:

    (a)  Suspend its performance under the Agreement until it receives
assurances that the defaulting party will cure its default and continue its
performance under the Agreement.

    (b)  Cancel and rescind or terminate the Agreement.

    (c)  Take whatever action, including legal, equitable or administrative
action, which may appear necessary or desirable to collect any payments due
under this Agreement, or to enforce performance and observance of any
obligation, agreement, or covenant under this Agreement.

Notwithstanding the foregoing, in no event shall the Authority be entitled to
withhold the Certificate of Completion if the Minimum Improvements have been
substantially completed in accordance with Section 4.4 hereof, whether such
completion occurs before or after the date required therefor, except as
otherwise provided in Section 4.4(a) hereof.

                                          28

<PAGE>

    Section 9.3.  REVESTING TITLE IN AUTHORITY UPON HAPPENING OF EVENT
SUBSEQUENT TO CONVEYANCE TO DEVELOPER.  In the event that subsequent to
conveyance of the Development Property or any part thereof to the Developer and
prior to receipt by the Developer of the Certificate of Completion for the
Minimum Improvements:

    (a)  The Developer, subject to Unavoidable Delays, shall fail to begin
construction of the Minimum Improvements in conformity with this Agreement and
such failure to begin construction is not cured within ninety (90) days after
written notice from the Authority to the Developer to do so; or

    (b)  subject to Unavoidable Delays, the Developer after commencement of the
construction of the Minimum Improvements, fails to carry out its obligations
with respect to the completion of construction of the Minimum Improvements
(including the nature and he date for the completion thereof), or abandons or
substantially suspends construction work, and any such failure, abandonment, or
suspension shall not be cured, ended, or remedied within ninety (90) days after
written demand from the Authority to the Developer to do so; or

    (c)  the Developer fails to pay real estate taxes or assessment on the
Development Property or any part thereof within ninety (90) days after the date
when due; or

    (d)  there is, in violation of Section 8.2(a) of this Agreement, any
transfer of the Development Property or any part thereof, and such violation
shall not be cured within ninety (90) days after written demand by the Authority
to the Developer.

    Then the Authority shall have the right tore-enter and take possession of
any Parcel of the Development Property for which no Certificate of Completion
has been give and to terminate (and revest in the Authority) the estate conveyed
by the Deed to the Developer, it being the intent of this provision, together
with other provisions of the Agreement, that he conveyance of the Development
Property to the Developer shall be made upon, and that the Deed shall contain a
condition subsequent to the effect that in the event of any default on the part
of the Developer and failure on the part of the Developer to remedy, end, or
abrogate such default within the period and in the manner stated in such
subdivisions, the Authority at its option may declare a termination in favor of
the Authority of the title, and of all the rights and interests in and to the
Development Property conveyed to the Developer, and that such title and all
rights and interest of the Developer, and any assigns or successors in interest
to and in the Development Property, shall revert to the Authority, but only if
the events stated in Section 9.3(a)-(d) have not been cured within the time
periods provided above, or if the events cannot be cured within such time
periods, the Developer does not provide assurances to the Authority that the
events will be cured and will be cured as soon as reasonably possible.

    Notwithstanding anything to the contrary contained in this Section 9.3 of
this Agreement, the Authority shall have no right to reenter or retake title to
and possession of a portion of the Development Property for which a Certificate
of Completion has been issued.

    Section 9.4.  RESALE OF REACQUIRED PROPERTY; DISPOSITION OF PROCEEDS.  Upon
the revesting in the Authority of title to and/or possession of the Development
Property or any part thereof as provided in Section 9.3, the Authority shall,
pursuant to its responsibilities under law, use its best efforts to sell the
Development Property or part thereof upon commercially reasonable terms and

                                          29

<PAGE>

conditions, subject to any existing Mortgage, as soon and in such manner as the
Authority shall find feasible and consistent with the objectives of such law and
of the Development Plan to a qualified and responsible party or parties (as
reasonably determined by the Authority) who will assume, or if required by the
Holder pay in full, any existing Mortgage and assume the obligation of making or
completing the Minimum Improvements or such other improvements in their stead as
shall be satisfactory to the Authority and in accordance with the uses specified
for such Development Property or part thereof in the Redevelopment Plan.  Upon
such resale of the Development Property, the proceeds thereof shall be applied:

    (a)  First to satisfy the Mortgage of record, if required, by the Holder;

    (b)  Second, for the Termination Payment then in effect (thereby causing
the Termination Date to occur);

    (c)  Third, to reimburse the Authority for all costs and expenses incurred
by the Authority, including but not limited to salaries of personnel, in
connection with the recapture, management, and resale of the Development
Property or part thereof (but less any income derived by the Authority from the
property or part thereof in connection with such management); all taxes,
assessment,s and water and sewer charges with respect to the Development
Property or part thereof (or, in the event the Development Property is exempt
from taxation or assessment or such charge during the period of ownership
thereof by the Authority, an amount, if paid, equal to such taxes, assessments,
or charges (as determined by the Authority assessing official) as would have
been payable if the Development Property were not so exempt); any payments made
or necessary to be made to discharge any encumbrances or liens existing on the
Development Property or part thereof at the time of revesting of title thereto
in the Authority or to discharge or prevent from attaching or being made any
subsequent encumbrances or liens due to obligations, defaults or acts of the
Developer, its successors or transferees; any expenditures made or obligations
incurred with respect to the making or completion of the Minimum Improvements or
any part thereof on the Development Property or part thereof; and any amounts
otherwise owning the Authority by the Developer and its successor or transferee;
and

    (d)  Any balance to the Developer.

    Section 9.5.  NO REMEDY EXCLUSIVE.  No remedy herein conferred upon or
reserved to the Authority or Developer is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given under this Agreement or now
or hereafter existing at law or in equity or by statute.  No delay or omission
to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle the Authority to exercise any remedy reserved to
it, it shall not be necessary to give notice, other than such notice as may be
required in this Article IX.

    Section 9.6.  NO ADDITIONAL WAIVER IMPLIED BY ONE WAIVER.  In the event any
agreement contained in this Agreement should be breached by either party and
thereafter waived by the other party, such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other
concurrent, previous or subsequent breach hereunder.

                                          30

<PAGE>

                                      ARTICLE X

                                ADDITIONAL PROVISIONS

    Section 10.1.  CONFLICT OF INTERESTS; AUTHORITY REPRESENTATIVES NOT
INDIVIDUALLY LIABLE.  The City, Authority and the Developer, to the best of
their respective knowledge, represent and agree that no member, official, or
employee of the City or Authority shall have any personal interest, direct or
indirect, in the Agreement, nor shall any such member, official, or employee
participate in any decision relating to the Agreement which affects his personal
interests or the interests of any corporation, partnership, or association in
which he is, directly or indirectly, interested.  No member, official, or
employee of the City or Authority shall be personally liable to the Developer,
or any successor in interests, in the event of any default or breach by the City
or Authority or for any amount which may become due to the Developer or
successor or on any obligations under the terms of the Agreement.

    Section 10.2.  EQUAL EMPLOYMENT OPPORTUNITY.  The Developer, for itself and
its successors and assigns, agrees that during the construction of the Minimum
Improvements provided for in the Agreement it will comply with all applicable
federal, state and local equal employment and non-discrimination laws and
regulations.

    Section 10.3.  RESTRICTIONS ON USE.  Until the Maturity Date, the Developer
agrees that the Developer, and such successors and assigns, shall devote the
Development Property to the operation of the Minimum Improvements as a
manufacturing and related office facility within the meaning of Section 469.176,
subd. 4c, clauses (1), (2) and (6) of the TIF Act, and shall not discriminate
upon the basis of race, color, creed, sex or national origin in the sale, lease,
or rental or in the use or occupancy of the Development Property or any
improvements erected or to be erected thereon, or any part thereof.

    Section 10.4.  PROVISIONS NOT MERGED WITH DEED.  None of the provisions of
this Agreement are intended to or shall be merged by reason of any deed
transferring any interest in the Development Property and any such deed shall
not be deemed to affect or impair the provisions and covenants of this
Agreement.

    Section 10.5.  TITLES OF ARTICLES AND SECTIONS.  Any titles of the several
parts, Articles, and Sections of the Agreement are inserted for convenience of
reference only and shall be disregarded in construing or interpreting any of its
provisions.

    Section 10.6.  NOTICES AND DEMANDS.  Except as otherwise expressly provided
in this Agreement, a notice, demand, or other communication under the Agreement
by either party to the other shall be sufficiently given or delivered if it is
dispatched by registered or certified mail, postage prepaid, return receipt
requested, or delivered personally; and

    (a)  in the case of the Developer, is addressed to or delivered personally
to the Developer at 607 West Traveler's Trail, Burnsville, MN 55337; Attn. Dan
Hanlon; and

                                          31

<PAGE>

    (b)  in the case of the Authority, is addressed to or delivered personally
to the Authority at City Hall, 420 East Maine Street, Belle Plaine, Minnesota
56011, Attn; Community Development Director;

or at such other address with respect to either such party as that party may,
from time to time, designate in writing and forward to the other as provided in
this Section.

    Section 10.7.  COUNTERPARTS.  This Agreement may be executed in any number
of counterparts, each of which shall constitute one and the same instrument.

    Section 10.8  RECORDING.  The Authority shall record this Agreement and any
amendments thereto with the Scott County recorder.  The Developer shall pay all
costs for recording.

    Section 10.9.  COVENANTS RUNNING WITH THE LAND.  The terms and provisions
of this Agreement shall be deemed to be covenants running with the Development
Property and shall be binding upon my successors or assigns of the Developer and
any future owners or encumbrancers of the Development Property.

    Section 10.10  MODIFICATIONS.  This Agreement may be modified solely
through written amendments thereto executed by Developer, City and the
Authority.

                                          32

<PAGE>

                                      ARTICLE XI

                               TERMINATION OF AGREEMENT

    Section 11.1.  OPTION TO TERMINATE.  This Agreement may be terminated by
either the City or the Authority by notice to the other parties if closing on
conveyance of the Development Property from the Authority to the Developer does
not occur by June 30, 1997.  In addition, if Developer is unable to obtain debt
or equity financing necessary for construction of the Minimum Improvements after
using its best efforts to obtain such financing, Developer may terminate this
Agreement by notice to the Authority at any time before Developer shall give the
Authority the request to issue the Taxable TIF Bonds described in Section
3.7(b).  Such notice shall describe in reasonable detail the Developer's efforts
to obtain financing.

    Section 11.2.  ACTION TO TERMINATE.  Termination of this Agreement pursuant
to Section 11.1 must be accomplished by the giving of thirty (30) days written
notification of a party's intent to terminate.

    Section 11.3.  EFFECT OF TERMINATION.  Following the termination or
expiration of this Agreement no action, claim, or demand by any party may be
based on any term or provision of this Agreement except as otherwise provided
herein.  The Developer expressly agrees and understands that, following such
termination, the Authority shall have no obligations to the Developer under this
Agreement, including without limitation any reimbursement specified in Section
3.7(c) hereof.  The Developer further agrees and understands that in such event
the terms of the Petition for Public Improvements and Waiver of Special
Assessment Appeal given by the Seller at closing on acquisition of the
Development Property.  Notwithstanding anything to the contrary herein, the
Developer's obligations under Section 3.8 hereof shall survive termination under
this Article IX.

    Section 11.4  MATURITY DATE.  This Agreement and all of the terms and
conditions hereof shall automatically terminate on Maturity Date.

                                          33

<PAGE>

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed in their behalf by their authorized representatives on or as of
the date first above written.

                                  CITY OF BELLE PLAINE


                                  By /s/ Gerald J. Meyer
                                  ------------------------
                                  Its Mayor


                                  By /s/ David Iverson
                                  ------------------------
                                  Its City Administrator


STATE OF MINNESOTA)
                  ) SS.
COUNTY OF HENNEPIN)

    The foregoing instrument was acknowledged before me this 31st day of
December, 1996 by Gerald J. Meyer and David Iverson, the Mayor and City
Administrator of the City of Belle Plaine, on behalf of the City.


                                  /s/ Diane Siebenaler
                                  --------------------------
                                  Notary Public
                                  Diane Siebenaler
                                  Notary Public - Minnesota
                                  DAKOTA COUNTY
                                  My Commission Expires Jun. 31, 2020

                                          34

<PAGE>

                                  BELLE PLAINE ECONOMIC
                                  DEVELOPMENT AUTHORITY


                                  By /s/ Karl Keup
                                  --------------------------
                                  Its President


                                  By /s/ Joanne M. Foust
                                  --------------------------
                                  Its Executive Director


STATE OF MINNESOTA)
                  ) SS.
COUNTY OF HENNEPIN)

    The foregoing instrument was acknowledged before me this 31st day of
December, 1996 by Karl Keup and Joanne Foust, the President and Executive
Director of the Belle Plaine Economic Development Authority, a public body
politic and corporate, on behalf of the Authority.

                                  /s/ Diane Siebenaler
                                  --------------------------
                                  Notary Public
                                  Diane Siebenaler
                                  Notary Public - Minnesota
                                  DAKOTA COUNTY
                                  My Commission Expires Jun. 31, 2020

                                          35

<PAGE>

                                  EXCELSIOR - HENDERSON
                                  MOTORCYCLE MANUFACTURING
                                  COMPANY


                                  By /s/ Dan Hanlon
                                  --------------------------
                                  Its Co-Founder/CEO


STATE OF MINNESOTA)
                  ) SS.
COUNTY OF DAKOTA  )

    The foregoing instrument was acknowledged before me this 31st day of
December, 1996 by Dan Hanlon, the CEO of Excelsior-Henderson Motorcycle
Manufacturing Company, a Minnesota corporation, on behalf of the corporation.


                                  /s/ Jennie L. Hanlon
                                  --------------------------
                                  Jennie L. Hanlon
                                  NOTARY PUBLIC MINNESOTA
                                  MY COMMISSION EXPIRES
                                  JANUARY 31, 2000

                                          36