**PURCHASE AGREEMENT**

**Seller:  CSC ofMinnesota LLC, a MinnesotaLimited Liability Company**

 

**Buyer:  IRETProperties, a North DakotaLimited Partnership**

 

**Property:  Cold SpringCenter4150 Second Street SouthSt. Cloud, MN**

**Date of Agreement: January  8, 2001**

 

**INDEX**

| 1.     | Sale of Property                              |
|--------|-----------------------------------------------|
|   |                                          |
| 2.     | Earnest Money                                 |
|   |                                          |
| 3.     | Purchase Price and Payment                    |
|   |                                          |
| 4.     | Buyer’s Right to Terminate               |
|   |                                          |
| 5.     | Title  Examination                            |
|   |                                          |
| 6.     | Seller’s  Representations and Warranties |
|   |                                          |
| 7.     | 1031 Tax Free Exchange                        |
|   |                                          |
| 8.     | Buyer’s Conditions to  Closing           |
|   |                                          |
| 9.     | Closing                                       |
|   |                                          |
| 10.    | Seller’s Closing Documents               |
|   |                                          |
| 11.    | Buyer’s  Closing Documents               |
|   |                                          |
| 12.    | Prorations                                    |
|   |                                          |
| 13.    | Operation Prior to Closing                    |
|   |                                          |
| 14.    | Damage                                        |
|   |                                          |
| 15.    | Condemnation                                  |
|   |                                          |
| 16.    | Remedies                                      |
|   |                                          |
| 17.    | Broker’s  Commission                     |
|   |                                          |
| 18.    | Mutual  Indemnification                       |
|   |                                          |
| 19.    | Assignment                                    |
|   |                                          |
| 20.    | Time                                          |
|   |                                          |
| 21.    | Survival                                      |
|   |                                          |
| 22.    | Notices                                       |
|   |                                          |
| 23.    | Captions                                      |
|   |                                          |
| 24.    | Entire  Agreement                             |
|   |                                          |
| 25.    | Binding Effect                                |
|   |                                          |
| 26.    | Capitalized  Terms                            |
|   |                                          |
| 27.    | Interpretation                                |
|   |                                          |
| 28.    | Severability                                  |
|   |                                          |
| 29.    | Waiver of  Benefits                           |
|   |                                          |
| 30.    | Controlling Law                               |
|   |                                          |
| 31.    | Certificate  of Dates                         |
|   |                                          |
| 32.    | Counterparts                                  |

**EXHIBITS**

| Exhibit  A- | Legal  Description of Real Property |
|-------------|-------------------------------------|
|        |                                |
| Exhibit B-  | Escrow Instructions                 |
|        |                                |
| Exhibit C-  | Certificate  of Dates               |

** **

**PURCHASE AGREEMENT**

             THIS PURCHASE AGREEMENT (**“Agreement”**)is entered into effective as of January 8, 2001, between CSC of Minnesota LLC,a Minnesota Limited Liability Company (**“Seller”**) and  IRET Properties, a North Dakota Limited Partnership (**“Buyer”**).

WITNESSETH:

Inconsideration of the covenants and provisions hereinafter set forth and othergood and valuable consideration, the receipt and adequacy of which is hereby acknowledged,Seller and Buyer agree as follows:

**             1.**          **Sale ofProper****ty.** Subject to the terms and on the conditions hereinafter set forth, Selleragrees to sell to Buyer, and Buyer agree to buy from Seller, the followingproperty (collectively, the **“Property”**):

(a)   Real Property. That certain propertyknown as Cold Spring Center located at 4150 Second Street South, St. Cloud, MN,which is legally described on Exhibit A attached hereto (the **“Land”**)together with (I) all buildings and improvements now located on the Land (the **“Improvements”**),and (ii) all easements, interests, rights and privileges, benefiting orappurtenant to the Land including, but not limited to, all rights, title andinterest of Seller in and to any land lying in the bed of any highway, street,road or avenue or alley, existing or proposed, in front of or abutting oadjoining the Land and all right, title and interest of Seller in and to anyunpaid award for the taking by eminent domain of any part of the Land or theImprovements or for damage thereto by reason of a change of grade of anyhighway, street, road, avenue or alley (collectively, the **“Real Property”**).

(b)  Personal Property.  All personal property owned by Seller andlocated on said Real Property.

(c)   Warranties.  Seller’s interests in all warranties and guaranties given to,assigned to or benefiting Seller of the Real Property with respect to theacquisition, construction, design, use, operation, management or maintenance ofthe Real Property (the **“Warranties”**).

(d)  Plans. Copies of the as-built blueprints, plans and specifications for theImprovements to the extent in Seller’s possession (the **“Plans”**).

             Hereinafter, the Warranties andPlans are collectively referred to as the **“Operational Documents.”**

**             2.**          **EarnestMoney****.** If Buyer does not exercise Buyer’s right to terminate this Agreementpursuant to Section 4, Buyer shall, within three (3) days after the TerminationDate, deliver One Hundred Thousand Dollars ($100,000.00) in U.S. Federal Funds(the **“EarnestMoney”**) to Stewart Title Guarantee Company, c/o Carma Allen, 50South Steele, Suite 600, Denver, CO 80209, (303)331-0333 (the **“Escrow Agent”**), a Texas company.  Upon receipt of the Earnest Money, theEscrow Agent shall deposit the Earnest Money into an interest bearing escrowaccount, which shall be invested at Buyer’s direction.  Except as provided in Section 16, allinterest earned on the Earnest Money shall belong to the Buyer.  The Escrow Agent, shall acknowledge itsagreement to hold and deliver the Earnest Money in accordance with the terms ofthis Agreement and the Letter of Instructions, a copy of which is attachedhereto as Exhibit B, by executing the Letter of Instructions and returning acopy thereof to Seller and Buyer. FAILURE TO DEPOSIT THE EARNEST MONEY WITHIN THE STATED TIME SHALLTERMINATE THIS AGREEMENT

**             3.**          **PurchasePrice and Payment****.** The total purchase price (**“Purchase Price”**) to be paid by the Buyerfor the Property shall be Eight Million Two Hundred Fifty Thousand Dollars($8,250,000).  The balance of the PurchasePrice shall be paid by Buyer in cash, certified funds or by wire transfer onthe Closing Date.  Said purchase priceshall be disbursed as provided in Paragraph 7 hereof to accomplish a tax freeexchange.

**             4.**          **Buyer’sRight to Terminate****.** Notwithstanding anything to the contrary which is contained in thisAgreement, Buyer shall have the right to terminate this Agreement, for anyreason, by delivering written notice thereof (the **“Termination Notice”**) toSeller and to the Escrow Agent on or before February 16, 2001 ( the **“TerminationDate”**). If Buyer terminates this Agreement in accordance with thisSection, the Escrow Agent shall promptly return the Earnest Money and allaccrued interest thereon to Buyer, this Agreement shall be thereby terminatedand neither Seller nor Buyer shall have any further rights or obligations underthis Agreement except that Buyer shall have the right to recover any damagesthat Buyer has sustained as a result of any breach by Seller of itsrepresentations and warranties in this Agreement.

**             5.**          **TitleExamination****.** Title Examination will be conducted as follows:

(a)         Title Evidence.  Within fifteen (15) days after theTermination Date, Seller shall, at Buyer’s expense, furnish Buyer with thefollowing (collectively, the **“Title Evidence”**):

(i)          Title Insurance Commitment.  A commitment for an ALTA Owner’s policy oftitle insurance for the Real Property dated subsequent to the date hereof whichshall be issued by the Escrow Agent (the **“Commitment”**).  The Commitment shall show all exceptions to title including, butnot limited to, all covenants, conditions, restrictions, reservations,easements, rights, and rights-of-way, liens, and other matters of record, andshall include proper searches for bankruptcies, judgments, and State and Federaltax liens affecting the Real Property or Seller.

(ii)         Exception Documents.  Complete and legible copies of all documentsor instruments which are listed in the Commitment as affecting the RealProperty (the **“Exception Documents”**).

(iii)        Survey.  A survey of the Real Property (the **“Survey”**).

(iv)       UCC Searches.  A report of UCC Searches for any filingsagainst the Property made by a search firm acceptable to Buyer (the **“UCC Search”**).

(b)        Buyer’sObjections.  Buyer shall be allowedten (10) days after receiving the last of the Title Evidence in which to notifySeller in writing of any objections based on the form of or the mattersdisclosed by the Title Evidence (**“Objections”**).  Buyer’s failure to make Objections within such time period willconstitute waiver of Objections.  Anymatter shown on such Title Evidence and not objected to by Buyer shall be a“Permitted Exception” hereunder.  IfSeller notifies Buyer that Seller is unwilling to cure any Objections or if theObjections are not cured within sixty (60) days after Buyer delivers writtennotice of the Objections to Seller, Buyer will have the right to do any of thefollowing:

(i)          Waive the Objection and for eachObjection that relates to a judgment, mortgage, deed of trust or other lienagainst the Real Property, reduce the amount of the Purchase Price to be paidat Closing by the amount the Escrow Agent requires in order to resolve suchliens; or

(ii)         Terminate this Agreement by deliveringwritten notice thereof to Seller, whereupon the Escrow Agent shall immediatelyreturn the Earnest Money and all accrued interest thereon to Buyer.

(c)         Warranty Deed.  At Closing, Seller shall convey good andmarketable title to the Property to Buyer by Warranty Deed subject only to anyPermitted Exceptions.

(e)         Title Policy.  Seller will, at Buyer’s expense, furnish toBuyer at Closing a title policy (the **“Title Policy”**) or a suitably marked upCommitment (the **“Marked-Up Commitment”**) signed by the Escrow Agent undertakingto issue such a Title Policy with coverage limits equal to the Purchase Priceshowing Buyer in fee title to the Real Property subject only to the PermittedExceptions.

**             6.**          **Seller’s Representations and Warranties****.** Seller represents and warrants to Buyer asfollows:

(a)         Authority.  This Agreement has been duly executed anddelivered; all of Seller’s Closing Documents to be signed by Seller will havebeen duly executed and delivered at Closing; such execution, delivery andperformance by Seller does not conflict with or result in a violation of anyjudgment, order, or decree of any court or arbiter to which Seller is a partyor by which it is bound; this Agreement and those of Seller’s Closing Documentsto be signed by Seller will contain the valid and binding obligations ofSeller, and be enforceable in accordance with their terms.

(b)        Contracts.  Seller has made available to Buyer a correctand complete copy of each Contract (or a correct and complete description ofany oral Contract) affecting the operation and maintenance of the Real Propertyand all amendments thereto.  TheContracts are in full force and neither Seller, nor any other party to theContracts, is in default under the Contracts.

(c)         FIRPTA.  Seller is not a “foreign person”, “foreignpartnership”, “foreign trust”, or “foreign estate” as those terms are definedin Section 1445 of the Internal Revenue Code.

IFBUYER PURCHASES THE PROPERTY HEREUNDER AND CLOSES PURSUANT TO THE PROVISIONSHEREOF, BUYER WILL HAVE HAD AMPLE OPPORTUNITY TO INSPECT AND EVALUATE THEPHYSICAL CHARACTERISTICS, TITLE MATTER, ZONING, SURVEY QUESTIONS, ACCESSISSUES, SOIL CONDITIONS, ENVIRONMENTAL AND FINANCIAL CHARACTERISTICS OF THEPROPERTY, AND WILL HAVE INDEPENDENTLY DETERMINED THAT THE PROPERTY ISACCEPTABLE IN ALL RESPECTS TO BUYER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT BUYER IS EXPERIENCED IN THEACQUISITION, DEVELOPMENT, LEASING, OWNERSHIP AND MANAGEMENT OF COMMERCIAL REALESTATE; AND THAT TO THE EXTENT THAT BUYER’S OWN EXPERTISE OR EXPERIENCE WITHRESPECT TO ANY ASPECT OF THE PROPERTY IS INSUFFICIENT TO ENABLE BUYER TO REACHAN INFORMED CONCLUSION, BUYER WILL HAVE ENGAGED PRIOR TO THE CLOSING THESERVICES OF PERSONS QUALIFIED TO ADVISE BUYER WITH RESPECT TO SUCHMATTERS.  ACCORDINGLY, BUYERACKNOWLEDGES AND AGREES THAT BUYER WILL BE PURCHASING AND ACCEPTING THEPROPERTY ABSOLUTELY AND UNCONDITIONALLY “AS-IS” WITHOUT RELYING UPON ANYREPRESENTATIONS OR WARRANTIES MADE BY SELLER OR AGENTS FOR SELLER.

**             7.**          **Section1031 Tax Free Exchange****.** Buyer and its assigns intend to acquire the Property asreplacement property with the proceeds from like-kind real property pursuant toSection 1031 of the Internal Revenue Code in accordance with the requirementsof said Section 1031 and the regulations thereunder.  Seller, without cost to it, agrees to cooperate with Seller in accomplishingsaid exchange by executing all deeds and other documents reasonably requiredfor said purpose.

**             8.**          **Buyer’sConditions to Closing****.** Buyer’s obligation to close on the purchase of the Property under thisAgreement is contingent upon the occurrence, performance or satisfaction (inBuyer’s sole discretion) each of the following:

(a)         Title.  Seller must perform its obligation to conveyto Buyer good and marketable title to the Property and deliver the Title Policyor the Marked-Up Commitment to Buyer at Closing in accordance with therequirements of Section 5 above.

(b)        Performance of Seller’s Obligations.  Seller shall have performed all of Seller’sobligations under this Agreement, including, but not limited to, the following:

(i)          Seller shall allow Buyer, and Buyer’sagents, access to the Real Property without charge and at all reasonable timesfor the purpose of Buyer’s investigation and testing the same.  Buyer shall pay all costs and expenses ofsuch investigation and testing and shall hold Seller and the Real Propertyharmless for all costs and liabilities relating thereto (except for such costsand liabilities that may arise in connection with the remediation of anypre-existing hazardous waste or pollution problem that is discovered as a resultof such investigation and testing). Buyer shall further repair and restore any damage to the Real Propertycaused by or occurring during Buyer’s testing and return the Real Property tosubstantially the same condition as existed prior to such entry.

(ii)         Seller shall have delivered Seller’sClosing Documents to Buyer in accordance with Section 9.  

             Any and all of the foregoingconditions are for the sole benefit of Buyer and may be waived, in writing, byBuyer.  If any of the foregoingconditions are not fulfilled, this Agreement shall be null and void at Buyer’soption, and the Earnest Money and all interest accrued thereon shall bereturned to Buyer.  Seller, however,shall remain liable to Buyer for the breach of any representation or warrantiescontained in Section 6 hereof.

**             9.**          **Closing****.**  The closing of the purchase and salecontemplated by this Agreement (the **“Closing”**) shall occur on the datespecified by Buyer which is at least thirty (30) days after the TerminationDate but, in any event, not later than September 1, 2001.  Any reference herein to the “Closing Date”shall mean the actual date of Closing as described in this Section.  The Closing shall take place at the officesof the Escrow Agent or at such other place as may be mutually agreed upon bythe parties hereto.  Seller agrees todeliver possession of the Property to Buyer on the Closing Date.

             **10.**        **Seller’sClosing Documents****.** On the Closing Date, Seller shall executeand/or deliver to Buyer the following (collectively, the **“Seller’s Closing Documents”**):

(a)         Deed and Bill of Sale.  A Warranty Deed conveying the Real Propertyto Buyer subject only to those exceptions permitted under Subsection 4(c) and aBill of Sale conveying the Personal Property to Buyer.

(b)        Assignment of Warranties.  An Assignment of Warranties conveying theWarranties to Buyer.

(c)         Title Policy.  The Title Policy or the Marked-Up Commitmentin the form specified in Section 5 of this Agreement.

(d)        FIRPTA Affidavit.  A non-foreign affidavit, properly executedand in recordable form, containing such information as is required by IRCSection 1445(b)(2) and its regulations.

(e)         Other Instruments.  All other instruments reasonably necessaryto close this Agreement which sellers customarily execute or obtain and whichare requested by the Escrow Agent, including, by way of example but notlimitation, closing statements, releases, affidavit of parties in possession,and delivery of instruments required by the Escrow Agent as set forth in theCommitment to satisfy all matters set forth in the requirements sectionthereof.

             **11.**        **Buyer’sClosing Documents****.** On the Closing Date, Buyer will execute and/or deliver to Seller thefollowing (collectively, the **“Buyer’s Closing Documents”**):

(a)         Purchase Price.  The Purchase Price in cash, certified fundsor by wire transfer of U.S. Federal Funds.

(b)        Other Instruments.  All other instruments reasonably necessaryto close this Agreement which buyers customarily execute or obtain and whichare requested by the Escrow Agent, including, by way of example but notlimitation, closing statements.

**             12.**        **Prorations.**  Seller and Buyer agree to the followingprorations and allocation of costs regarding this Agreement:

(a)         Title and Closing Fee.  Buyer will pay all costs for preparing theCommitment and the cost of the Title Policy. Seller and Buyer will each pay one-half of any reasonable and customaryclosing fee or charge imposed by any closing agent designated by the EscrowAgent.

(b)        Deed Tax.  Buyer shall pay all state deed tax or othertaxes which must be paid in order to record the Warranty Deed for the RealProperty.

(c)         Real Estate Taxes and Special Assessments.  Real estate taxes and special assessmentspayable in the year Closing occurs shall be prorated by Seller and Buyer as ofthe Closing Date based upon a calendar year. If the amount of such real estatetaxes and special assessments cannot be determined on the Closing Date, Sellerwill deposit with the Escrow Agent from the Purchase Price, an amount equal to100% of the most current estimate of such taxes, assuming for estimatingpurposes that the Real Property will be fully assessed.  Such deposit will be held in escrow and allinterest earnings on such deposit to pay Seller’s share of the actual real estatetaxes and special assessments payable in the year Closing occurs.  Any excess of such deposit will be paid bythe Escrow Agent to Seller.  Seller willpay any deficiency, when such real estate taxes and special assessments areknown.

(d)        Recording Cost.  Seller will pay the cost of all recordingnecessary to place record title in the condition warranted and requested byBuyer in this Agreement.  Buyer will paythe cost of recording all other documents.

(e)         Operating Costs.  All operating costs of the Property, will beallocated between Seller and Buyer as of the Closing Date, so that Seller paysthat part of the operating costs allocable to the period prior to the ClosingDate, and Buyer pays that part of the operating costs allocable to the periodfrom and after the Closing Date.

(f)         Attorneys’ Fees.  Each of the parties will pay its ownattorneys’ fees, except that a party defaulting under this Agreement or anyclosing document will pay the reasonable attorneys’ fees and court costsincurred by the non-defaulting party to enforce its rights regarding suchdefault.

**             13.**        **OperationPrior to Closing****.** During the period from the Effective Date to the Closing Date, Seller,at Seller’s expense, will maintain the Property in its current conditionexcepting only ordinary wear and tear and damage or loss thereto covered byinsurance.

**             14.**        **Damage****.**  If, prior to the Closing Date, all or anypart of the Property is substantially damaged by fire, casualty, the elementsor any other cause, Seller shall immediately give Buyer written notice of suchfact and Buyer shall have the right (to be exercised within thirty (30) daysafter receipt of Seller’s notice) to terminate this Agreement.  If this Agreement is so terminated, neitherparty will have any further obligations under this Agreement and the EarnestMoney and all accrued interest thereon shall be refunded to Buyer.  If Buyer fails to terminate this Agreementdespite such damage, or if the Property is damaged but not substantially,Seller shall promptly commence to repair such damage or destruction and returnthe Property to its condition prior to such damage.  If such damage shall be completely repaired prior to ClosingDate, then there shall be no reduction in the Purchase Price and Seller shallretain the proceeds of all insurance related to such damage.  If such damage shall not be completelyrepaired prior to the Closing Date but Seller is diligently proceeding torepair, then Seller shall complete the repair after the Closing Date and shallbe entitled to receive the proceeds of all insurance related to such damageafter repair is completed; provided, however, that Buyer shall have the rightto delay the Closing Date until the repair is completed.  If Seller fails to diligently proceed torepair such damage, then Buyer shall have the right to require the Closing tooccur and the Purchase Price (specifically, first the cash portion thereof, ifapplicable which is payable on the Closing Date) shall be reduced by the costof such repair (as estimated by Buyer’s contractor), or at Buyer’s option, theSeller shall assign to Buyer all right to receive the proceeds of all insurancerelated to such damage and the Purchase Price shall be reduced by the amount ofany deductibles on such insurance.  Forpurposes of this Section, the words “substantially damaged” mean damage thatwould cost $200,000 or more to repair.

**             15.**        **Condemnation****.**  If, prior to the Closing Date, eminentdomain proceedings are commenced against all or any part of the Property,Seller shall immediately give Buyer written notice of such fact and Buyer shallhave the right (to be exercised within thirty (30) days after receipt ofSeller’s notice) to terminate this Agreement. If this Agreement is so terminated, neither party will have furtherobligations under this Agreement and the Earnest Money and all accrued interestthereon shall be reduced by any condemnation awards paid to Seller prior toClosing and Seller shall, at Closing, assign Buyer all of Seller’s right,title, and interest in and to any award made or to be made in the condemnationproceedings.  Prior to the Closing Date,Seller shall not designate counsel, appear in, or otherwise act with respect tothe condemnation proceedings without Buyer’s prior written consent.

             **16.**        **Remedies****.**  If Buyer defaults under this Agreement,Seller shall have the right to terminate this Agreement by giving writtennotice to Buyer.  If Buyer fails to curesuch default within the time period specified by law, this Agreement willterminate.  Upon such termination theEscrow Agent will deliver the Earnest Money and all accrued interest thereon toSeller and Seller shall retain the same as liquidated damages, time being ofthe essence of this Agreement.  Thetermination of this Agreement and retention of such sums by Seller will be thesole remedy available to Seller for such default by Buyer, and Buyer will notbe liable for damages or specific performance. If Seller defaults under this Agreement, Buyer shall have the right toseek and recover damages from Seller for nonperformance or specific performanceof this Agreement.

             **17.**        **Broker’sCommission****.** Seller and Buyer represent and warrant toeach other that they have dealt with no other brokers, finders, or the like inconnection with this transaction other than Colliers Towle and Kami, Inc.,whose fees shall be paid pursuant to an agreement attached hereto as ExhibitD.  Seller and Buyer agree to indemnifyeach other and to hold each other harmless against all claims, damages, costsor expenses of or for any brokerage fees or commissions resulting from theiractions or agreements regarding the execution or performance of this Agreement,and to pay all costs of defending any action or lawsuit brought to recover anysuch fees or commissions incurred by the other party (including reasonableattorneys’ fees) or in enforcing such right to indemnification.

             **18.**        **MutualIndemnification****.**          Sellerand Buyer agree to indemnify each other against, and hold each other harmlessfrom, all liabilities (including reasonable attorneys’ fees in defendingagainst claims or in enforcing such right to indemnification) arising out ofthe ownership, operation or maintenance of the Property for their respectiveperiods of ownership.  Such rights toindemnification will not arise to the extent that (a) the party seekingindemnification actually receives insurance proceeds or other cash paymentsdirectly attributable to the liability in question (net cost of collection,including reasonable attorneys’ fees), or (b) the claim for indemnificationarises out of the act or neglect of the party seeking indemnification.  If and to the extent that the indemnifiedparty has insurance coverage, or the right to make claim against any thirdparty for any amount to be indemnified against set forth above, the indemnifiedparty will, upon full performance by the indemnifying party or, if such rightsare not assignable, the indemnified party will diligently pursue such rights byappropriate legal action or proceeding and assign the recovery and/or right ofrecovery to the indemnifying party to the extent of the indemnification paymentmade by such party.

**             19.**        **Assignment****.**  Buyer shall have the right to assign itsrights hereunder.

**             20.**        **Time****.**  Time is of the essence of thisAgreement.  Where any date or timeprescribed by this Agreement falls on a Saturday, Sunday, or statutory holiday,such date or time shall automatically be extended to the next business day.

**             21.**        **Survival****.**  All of the terms of this Agreement willsurvive and be enforceable after the Closing and will not merge into theWarranty Deed to be delivered by Seller to Buyer.

             **22.**        **Notices****.**  Any notices required or permitted to bedelivered in connection with this Agreement must be in writing and may be givenby certified or registered mail, facsimile, hand delivery or by overnightcourier and shall be deemed to be received (a) if given by certified orregistered mail, three (3) days after when deposited in the United States mail,postage prepaid, certified mail, return receipt requested, or (b) if given byfacsimile or hand delivery, when such notice is received by the party to whomit is addressed, or (c) if given by an overnight courier or delivery service,when delivered by such courier.  Noticeshall be sent to Seller or Buyer at the address or telecopy number set forthbelow.  Any party shall have the rightto change its address by giving five (5) days written notice to the otherparties.

|   | If  to Seller:                 | CSC  of Minnesota LLC, a Minnesota |
|--------|--------------------------------|------------------------------------|
|   | Limited  Liability Company     |
|   | c/o  Duane Lund                |
|   | 4150  Olson Memorial Highway   |
|   | Golden  Valley, MN  55422 |
|   | Phone:  (763) 398-1104    |
|   | Fax:  (763) 398-1101      |
|   |                           |
|   | If  to Buyer:                  | IRET  Properties                   |
|   | ATTN:  Thomas A. Wentz, Sr.    |
|   | 12  South Main                 |
|   | Minot,  North Dakota 58701     |
|   | Phone:  (701) 837-4738         |
|   | Fax:  (701) 838-7785           |

             **23.**        **Captions****.**  The paragraph headings or captions appearingin this Agreement have been inserted for convenience only, are not part of thisAgreement and are not to be considering in interpreting this Agreement.

             **24.**        **EntireAgreement:  Modification****.**  This written Agreement together with theExhibits attached hereto constitutes the complete agreement between the partiesand supersedes any prior or contemporaneous oral or written agreements betweenthe parties regarding the Property. There are no verbal agreements that change this Agreement and no waiverof any of its terms will be effective unless in writing executed by theparties.

             **25.**        **BindingEffect****.** This Agreement binds and benefits the parties and their successors andassigns.

             **26.**        **CapitalizedTerms****.** All capitalized terms shall have the meaning assigned to them in this Agreement.

**             27.**        **Interpretation****.**  The parties acknowledge that each party andits counsel have reviewed this Agreement and that the normal rule ofconstruction to the effect that any ambiguities are to be resolved against thedrafting party shall not be employed in the interpretation of this Agreement orany amendments or exhibits hereto.

             **28.**        **Severability****.**  If any provision of this Agreement is heldto be illegal, invalid or unenforceable under present or future laws, suchprovision shall be fully severable, and this Agreement shall be construed andenforced as if such illegal, invalid or unenforceable provision had nevercomprised a part of this Agreement, and the remaining provisions of thisAgreement shall remain in full force and effect and shall not be affected bythe illegal, invalid or unenforceable provision or by its severance from thisAgreement, provided that both parties may still effectively realize thecomplete benefit of the transaction contemplated hereby.

             **29.**        **Waiver ofBenefits****.** If any of the warranties, representations, covenants, agreements, orconditions (individually and collectively the **“Requirements”**) requiredherein are not true, correct, performed, satisfied or met, the party for whosebenefit the Requirements are intended may, at its sole election, waive any suchRequirements in which event this Agreement shall continue in full force andeffect.

             **30.**        **ControllingLaw****.** This Agreement has been made under the laws of the State of Minnesota,and such laws will control its interpretation.

             **31.**        **Certificateof Dates****. **Onthe Effective Date, Buyer shall fill in, execute and send two copies of theCertificate of Dates that is attached hereto as Exhibit E to Seller.  Within five (5) days after Seller’s receiptof the Certificates, Seller shall execute one of the Certificates and return itto Buyer in order to confirm the parties agreement as to the actual dates ofthe Effective Date, the Termination Date, and the Closing Date under thisAgreement.

             **32.**        **Counterparts****.**  This Agreement may be executed incounterparts, all of which together shall constitute one and the sameagreement.  This Agreement shall bebinding as long as all parties execute one (although not necessarily the same)counterpart.  This Agreement may beexecuted by facsimile signatures and each facsimile signature shall be bindingas if it were and original signature.

             IN WITNESS WHEREOF, theparties have executed this Agreement to be effective as of the date first abovewritten.

 

| **SELLER:**                                                  |   | **BUYER:**                                               |
|--------------------------------------------------------------|--------|----------------------------------------------------------|
|                                                         |   |                                                     |
| CSC  of Minnesota LLC, a Minnesota Limited Liability Company |   | IRET  Properties, a North Dakota Limited Partnership, by |
|                                                         |   | IRET.  Inc., its sole General Partner                    |
| By:  /s/ Duane H. Lund                                       |   |                                                     |
|                                                         |        |                                                     | By  /s/ Thomas A. Wentz, Sr. |
|                                                         |   |                                                     |  |
| Its:  Manager                                           |   |                                                     |
|                                                         |        |                                                     | Name: | Thomas  A. Wentz, Sr. |
|                                                         |   |                                                     |   |   |
|                                                         |   |                                                     | Title: | President |
|                                                         |   |                                                     |   |   |
|                                                              |        |                                                          |  |  |  |

**EXHIBIT A****TOTHAT CERTAIN PURCHASE AGREEMENT****BETWEENCSC OF MINNESOTA LLC, A MINNESOTA LIMITED LIABILITY COMPANY, AS SELLER,AND IRET PROPERTIES, A NORTH DAKOTA LIMITEDPARTNERSHIP, AS BUYER,**

**LEGALDESCRIPTION OF REAL PROPERTY****:**

**(Attached as Appendix A)**

**Parcel1:**

Lots2, 3 and 8 and the East half of Lots 4 and 7, Block 2, Highway Addition, exceptthe North 3 feet of said Lots 2, 3 and 4; and Lots 1, 2 and 3, Block 4, HighwayAddition Plat 2, Except the North 3 feet of said Lot 1;

**Parcel2:**

Lot5 and the West half of Lot 4, Block 2, Highway Addition Except:

| (1)    | The  South 10 feet of said Lot 5;                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (2)    | The  South 10 feet of the West Half of said Lot 4:                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (3)    | That  part of said Lot 5 and that part of the West half of said Lot 4 lying Northerly  of the following described line:   Beginning at a point on the East line of the West Half of said Lot 4,  distant 3 feet South of the North line of said Lot 4; thence Westerly and  Parallel to the North line of said Lots 4 and 5 a distance of 176.41 feet;  thence deflect left 45 degrees along a straight line to the West line of said  Lot 5 and there terminating. |

Allaccording to the plats thereof recorded in the Office of the County Recorder inand for Stearns County Minnesota.

AbstractProperty

**EXHIBIT B****TOTHAT CERTAIN PURCHASE AGREEMENTBETWEEN IRET PROPERTIES, AS SELLER,AND CSC OF MINNESOTA LLC, AS BUYER**

StewartTitle Guaranty Company50 South Steele, Suite 600Denver, CO  80209ATTN: Carma Allen

| RE: | Purchase  Agreement between IRET Properties, as Seller, and CSC of Minnesota LLC, as  Buyer (the **“Purchase Agreement”**). |
|-----|---------------------------------------------------------------------------------------------------------------------------------------|

 

StewartTitle & Guarantee Company (**“Escrow Agent”**) has been appointed to serveas the Escrow Agent under the above-referenced Purchase Agreement.  As Escrow Agent, you will be receiving andholding the Earnest Money in accordance with the Purchase Agreement.  The purpose of this letter is to provide youwith joint direction from the Seller and Buyer, as defined in the PurchaseAgreement, as to disposition of the Earnest Money and all accrued interestthereon.  You are authorized anddirected to disburse funds as follows:

|   | (i)    | If  Seller cancels the Purchase Agreement pursuant to its terms and provides you  with a copy of a Notice of Cancellation, an Affidavit of Service that  indicates that such Notice has been served upon Buyer and an Affidavit  executed by the Seller to indicate that such Notice was given, then you shall  promptly deliver the Earnest Money and all accrued interest thereon to Seller  unless prior to such payment you receive a copy of a court order enjoining  such cancellation; and |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (ii)   | If  the purchase and sale of the Property closes, you will deliver the Earnest  Money and all accrued interest thereon to Seller at Closing and such amounts  shall be credited against the Purchase Price.                                                                                                                                                                                                                                                                                       |

Byacceptance of this letter, the Escrow Agent has agreed to hold and deliver theEarnest Money and all accrued interest thereon in accordance with the PurchaseAgreement and this letter on the understanding that the Escrow Agent shall notbe liable for any acts or omissions of any kind unless occasioned by itsnegligence, misconduct or its failure to account for funds held on deposit.

Sellerand Buyer agree to hold the Escrow Agent harmless from any claims or damagesarising out of the performance of the Escrow Agent’s duties including courtcosts and reasonable attorney’s fees incurred in connection therewith, exceptfor claims or damages with respect to or arising out the Escrow Agent’snegligence, misconduct or failure to account for funds held on deposit.

|                                  |     |         |   | Very  truly yours,              |   |
|---------------------------------------|----------|--------------|--------|---------------------------------|--------|
|                                  |     |         |   |                            |   |
|                                  |     |         |   |                            |   |
|                                  |     |         |   | IRET  Properties, by IRET, Inc. |   |
|                                  |     |         |   |                            |   |
|                                  |     |         |   |                            |   |
|                                  |     |         |   | By:                             |   |
|                                  |     |         |   |                            |        |   |
|                                  |     |         |   |                            |   |
|                                  |     |         |   | Name:  Thomas A. Wentz, Sr.     |   |
|                                  |     |         |   |                            |   |
|                                  |     |         |   | Title:  President               |   |
|                                  |     |         |   |                            |   |
|                                  |     |         |   |                            |   |
|                                  |     |         |   | CSC  of Minnesota LLC           |   |
|                                  |     |         |   |                            |   |
|                                  |     |         |   |                            |   |
|                                  |     |         |   | By:                             |   |
|                                  |     |         |   |                            |        |   |
|                                  |     |         |   | Its:                            |   |
|                                  |     |         |   |                            |        |   |
|                                  |     |         |   |                            |   |
| Agreed  to on this                    |     |  day of |   |                            |   |
|                                  |          |         |   |                            |   |
|                                  | ,  2001. |         |   |                            |   |
|                                       |     |         |   |                            |   |
|                                  |     |         |   |                            |   |
| Stewart  Title & Guaranty Company |     |         |   |                            |   |
|                                  |     |         |   |                            |   |
| By:                                   |     |         |   |                            |   |
|                                  |          |         |   |                            |   |   |
| Name:                                 |     |         |   |                            |   |
|                                  |          |         |   |                            |   |
|                                  |     |         |   |                            |   |
| Title:                                |     |         |   |                            |   |
|                                  |          |         |   |                            |   |
|                                       |          |              |        |                                 |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

**EXHIBIT C****TOTHAT CERTAIN PURCHASE AGREEMENTBETWEEN IRET PROPERTIES, AS BUYER,AND CSC OF MINNESOTA LLC, AS SELLER**

**CERTIFICATEOF DATES******

             Seller and Buyer agree that thefollowing defined dates in the above-referenced Purchase Agreement shall mean,unless delayed as provided therein, the dates specified as follows:

|   | 1.     | The  Effective Date means                                                                                                                  |   | ,  2001 |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|
|   |   |                                                                                                                                       |        |    |
|   |   |                                                                                                                                       |   |    |
|   | 2.     | Termination  Date means February 16, 2001.                                                                                                 |   |    |
|   |   |                                                                                                                                       |   |    |
|   | 3.     | The  Closing Date means the date at least 30 days after the termination date as  specified by Buyer, but not later than September 1, 2001. |   |    |
|        |        |                                                                                                                                            |        |         |  |  |  |

| **BUYER**                       |
|---------------------------------|
|                            |
| IRET  Properties, by IRET, Inc. |
|                            |
| By:                             |
|                            |  |
|                            |
| Name:  Thomas A. Wentz, Sr.     |
|                            |
| Title:  President               |
|                            |
|                            |
|                            |
| **SELLER**                      |
|                            |
| CSC  of Minnesota LLC           |
|                            |
| By:                             |
|                            |  |
| Its:                            |
|                            |  |

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