Exhibit 10.1


         


        MARYLAND WALK

        CONDOMINIUM SALE CONTRACT

         


        	NAME OF PURCHASER:
      	Enterprise Bank &
      Trust, a banking institution organized under the laws of the State of
      Missouri. 
	  
	PURCHASER’S FEIN:
      	43-1472619  	  	  
	  
	PURCHASER’S NOTICE
      	  	  	  
	ADDRESS: 	Enterprise Bank & Trust  	Phone: 	(314)
      993-6200    
	  	1281 N. Warson Road  	Fax:  	(314) 993-1741  
	  	St. Louis, MO 63132  	  	  
	  	Attn: Timothy P. Kelley  	  	  
	  
	PURCHASER’S ATTORNEY:
      	Mary M. Machon, Esq.  	Phone: 	(314)
      621-5070    
	  	Armstrong Teasdale LLP  	Fax:  	(314) 612-2377  
	  	One Metropolitan Square, Suite 2600  	  	  
	  	St. Louis, MO 63102  	  	  
	  
	SELLER: 	Maryland Walk, LLC, a Missouri limited liability
      company  
	  
	SELLER’S NOTICE
    	  	  	  
	ADDRESS: 	Maryland Walk, LLC  	Phone: 	(314) 721-3202  
	  	165 North Meramec Avenue, Suite 400  	Fax:  	(314) 721-2154  
	  	Clayton, MO 63105  	  	  
	  	Attn: Kevin Kloster  	  	  
	  
	SELLER’S ATTORNEY:
      	Alfred Henneboehle, Esq.  	Phone:  	(314) 241-9090  
	  	Greensfelder, Hemker & Gale, P.C.  	Fax:  	(314) 241-6965  
	  	10 S. Broadway, Suite 2000  	  	  
	  	St. Louis, MO 63102  	  	  
	  
	CONDOMINIUM UNIT(S):	Commercial Unit A and
      Commercial Unit B of Maryland Walk, A Condominium, together with each
      unit’s undivided share of the common elements, as more particularly
      described in the Declaration of Condominium for Maryland Walk, A
      Condominium recorded at Book 17274 page 3181 of the St. Louis County
      Recorder of Deeds Office, as amended as hereinafter provided, along with
      the right to use the limited common elements assigned to each Unit,
      including, but not limited to the improved covered parking spaces to be
      assigned at or before Closing.
	  	 
    
	PARKING SPACE(S)
    	  	  	  
	ASSIGNED:	At or before Closing,
      Seller shall assign 12 parking spaces to Commercial Unit A (3 of said
      spaces being covered and 9 uncovered spaces) and 20 parking spaces to
      Commercial Unit B (6 of said spaces being covered and 14 uncovered
      spaces), which will constitute limited common elements from and after the
      date of such assignment.
	  	 
    
	TOTAL PURCHASE
      PRICE:	The total purchase price (“Total Purchase Price”)
      for the Condominium Units is the sum of Three Million Three Hundred
      Sixty-Six Thousand Dollars ($3,366,000.00) of which One Million Two
      Hundred Seventy-Nine Thousand Eighty Dollars ($1,279,080.00) are allocated
      to Commercial Unit A, and Two Million Eighty-Six Thousand Nine Hundred
      Twenty Dollars ($2,086,920.00) are allocated to Commercial Unit
    B.



        

        

        


        	
                PRICE AND TERMS:	
                            	
                The Total Purchase Price for the Units shall be paid as
                follows:
	 
	 	
                	
                (a)	      	
                Fifty Thousand Dollars ($50,000.00) (“Earnest
                Money”) on the signing of this Sale Contract, receipt of which (subject to
                collection) is hereby acknowledged.
	 	
                	 	
                	 
	 	
                	
                (b)	
                	
                Two Hundred Seventy-Seven Thousand Dollars
                ($277,000.00) (“Gray Box Build-out Deposit”) on the signing of this
                Sale Contract, receipt of which (subject to collection) is hereby
                acknowledged.
	 	
                	 	
                	 
	 	
                	
                (c)	
                	
                Three Million Thirty-Nine Thousand Dollars
                ($3,039,000.00), subject to further adjustments, prorations and additions as
                described in this Sale Contract shall be paid at Closing in the form of cash,
                cashier’s check or bank certified check.


        


        	
                PURCHASER: 	
                SELLER: 
	
                	 
	ENTERPRISE BANK
                & TRUST 	Maryland Walk,
                LLC 
	
                	 
	 	By: 
                Conrad Maryland Walk, L.L.C., its sole
                member 
	
                	 
	By: 
                /s/Timothy P.
                Kelley                                                         
                 	By: 
                /s/Robert E.
                Saur                                         
                 
	
                	 
	Print Name: 
                Timothy P.
                Kelley                                               
                 	Print Name:
                 Robert E.
                Saur                                              
                 
	
                	 
	Title: 
                Senior Vice
                President                                                    
                 	Title:
                 Manager                                                     
                 
	
                	 
	Date: 
                October 3,
                2007                                                             
                 	Date:
                 October 3,
                2007                                                       
                 
	
                	 


        


        THE SALE CONTRACT IS SUBJECT TO THE SALES
        CONDITIONS STATED ON THE FOLLOWING PAGES.


        2

        

        

        SALE CONDITIONS


        Section 1


        Purchase and Sale


        
              1.1 Seller
        agrees to sell to Purchaser and Purchaser agrees to purchase from Seller, at the Total
        Purchase Price and pursuant to the terms and conditions hereinafter set forth: (i) the
        Condominium Units identified above, including the limited common elements appurtenant
        thereto (the “Units”) in that certain condominium project known as Maryland
        Walk, a Condominium (the “Condominium Development”) constructed or to be
        constructed by Seller on the real estate (the “Real Estate”) located at the
        northeast corner of the intersection formed by Maryland Avenue and Brentwood Avenue, in
        Clayton, Missouri, (ii) the parking space(s) identified above (“Parking
        Space(s)”), and (iii) an undivided percentage interest as tenant-in-common in the
        Common Elements of the Condominium Development, as set forth in the Declaration hereinafter
        described (collectively (i), (ii), and (iii) are hereinafter referred to as the
        “Purchased Units”). The legal description of the Real Estate is set forth
        on Exhibit A
        hereto.


        
              1.2 The
        Condominium Development containing the Purchased Units is owned in the condominium form of
        ownership and has been submitted to the provisions of the Uniform Condominium Act of
        Missouri, Chapter 448, Revised Statutes of Missouri (the “Act”) pursuant to a
        Declaration of Condominium for Maryland Walk, a Condominium recorded at Book 17274, page
        3187 of the St. Louis County Recorder of Deeds Office (the “Recorder’s
        Office”) (as amended from time to time, the “Declaration”) and the plat
        relating thereto recorded in Plat Book 354, page 706-728 of the Recorder’s Office
        (the “Plat”). The Condominium Development consists of a multi-story building
        containing both residential and commercial space. A floor plan of the Units as currently
        configured is attached hereto as Exhibit
        B-1. The Purchaser and Seller intend to modify the
        configuration of Commercial Unit A and Commercial Unit B prior to Closing. A floor plan of
        Commercial Unit A and Commercial Unit B as the parties intend to modify the same is
        attached hereto as Exhibit
        B-2. References in this Sale Contract to the
        “Units” or “Purchased Units” shall mean the Units or Purchased
        Units as shown on Exhibit
        B-2.


        
              1.3 This
        sale and Purchaser’s ownership of the Purchased Units, are subject to the terms and
        provisions of the Act and the Declaration and Purchaser agrees that from and after the
        Closing Date, as hereinafter defined, Purchaser will comply with, and will perform all of
        the obligations imposed upon a Unit Owner by the Act and/or the Declaration. Seller, as
        Declarant and also a Unit Owner, shall also be subject to the terms and provisions of the
        Act and the Declaration.


        Section 2


        Earnest Money and Gray Box Build-out
        Deposit


        
              2.1 The
        Earnest Money shall be deposited in an interest-bearing escrow account (which may also
        contain reservation deposits and earnest money deposits by buyers of other condominium
        units in the Condominium Development) created pursuant to an Escrow Agreement between
        Seller and U.S. Title Guaranty Company (“Escrowee”). The interest earned on the
        Earnest Money shall be considered part of the Earnest Money and will be credited against
        the Total Purchase Price at Closing or paid to Purchaser at Closing. The Earnest Money
        shall not be subject to attachment by any creditor of Purchaser, another buyer or Seller or
        by the holder of any lien against any portion of the Real Estate. The Earnest Money shall
        be applied to the Total Purchase Price at Closing, unless otherwise provided for
        herein.


        
              2.2
        Purchaser acknowledges and agrees that this Sale Contract and Purchaser’s obligations
        are not contingent upon Purchaser securing a mortgage loan, or a commitment therefor, to
        finance Purchaser’s purchase of the Purchased Units.


        
              2.3 The
        Gray Box Build-out Deposit shall be paid to Seller and may be used by Seller to construct
        such improvements as may be necessary to create the Units by converting space in the
        Condominium Development parking garage to space which will be included in the Units and to
        put the Units in a gray box condition. The Gray Box Build-out Deposit shall be
        nonrefundable unless Seller breaches its obligations under this Sale Contract.


        3

        

        

        Section 3


        Construction and Selections


        
              3.1 The
        Total Purchase Price includes only the Purchased Units in their “gray box”
        condition as more particularly set forth on Exhibit
        B-3 attached hereto. Purchaser acknowledges that
        Purchaser will be required to provide all other interior finish, interior walls, mechanical
        and electrical work, wiring, plumbing and any and all other work Purchaser desires or is
        required to do in order to finish the Purchased Units as Purchaser desires (collectively,
        the “Build-out Work”). All such Build-out Work shall be done pursuant to
        detailed plans and specifications (“Plans and Specifications”) developed by
        Purchaser and its consultants and approved by Seller. Seller agrees to not unreasonably
        withhold such approval. Seller shall not be responsible for any deficiencies of the Plans
        and Specifications, and Seller’s approval shall not constitute a warranty or
        representation that the Plans and Specifications are adequate, will work with the Purchased
        Units or that no additional work will be required in order to implement the Plans and
        Specifications. Seller’s sole responsibility to Purchaser under this Sale Contract is
        to deliver the Purchased Units in their “gray box” condition. The risk and
        costs associated to adapt the Purchased Units to Purchaser’s Plans and Specifications
        are solely the Purchaser’s. Except as provided in the Declaration, under no
        circumstances shall Purchaser be permitted to change, modify or alter Common Elements of
        the Condominium Development, including, without limitation, the building shell or common
        systems for areas which serve the entire Condominium Development, including, but not
        limited to, the chilled/heated water system, plumbing system and venting system.
        Purchaser’s Plans and Specifications shall not interfere with any Units or Common
        Elements located above or below the Purchased Units. On the Closing Date, Seller will
        furnish to assign to Purchaser, without recourse, any and all manufacturer’s,
        installer’s or supplier’s warranties covering the Personal Property.


        
              On or
        before the Closing Date, Purchaser and Seller, or one of Seller’s affiliated
        companies, shall enter into an agreement pursuant to which Seller, or its affiliate, will
        agree to perform the Build-out Work, such agreement to be substantially in the form of
        Agreement Between Owner and Contractor, AIA Document A114, as modified by the parties
        (“Construction Agreement”), a copy of which is attached to this Sale Contract
        as Exhibit D,
        and by this reference made a part hereof. Provided Seller or one of its affiliates is the
        contractor under the Construction Agreement, the Build-out Work may commence at such time
        as mutually agreed upon by Seller and Purchaser.


        
              3.2 The
        Purchased Units shall be constructed and completed in substantial compliance with the (i)
        outline plans and specifications dated April 8, 2003 (the “Plans”) prepared by
        Saur & Associates (the “Architect”) which are available for review and may
        be examined by Purchaser and are on file in the office of Seller, (ii) the Specification
        Sheet attached hereto as Exhibit
        B-3, (iii) the floor plan attached hereto as
        Exhibit B-2, and (iv)
        applicable governmental codes and requirements. The Build-out Work of the Purchased Units
        pursuant to the Plans and Specifications shall be conducted as provided for and in
        compliance with Schedule 3.2
        attached hereto, to the extent the same does not conflict with
        the provisions of the Construction Agreement.


        
              3.3 No
        material modifications from the Plans or Specification Sheet shall be made without
        Purchaser’s approval which shall not be unreasonably withheld, conditioned or
        delayed. Purchaser shall respond to a request for such approval within ten (10) business
        days after receipt of the request, and, if Purchaser objects to such modification or
        substitution, Purchaser shall specify the reasons therefor. Failure to respond within said
        period shall be deemed to constitute Purchaser’s disapproval. In the event that
        Purchaser shall object to a material modification, Purchaser and Seller shall immediately
        meet to discuss an attempt to resolve Purchaser’s objections within thirty (30) days
        after Purchaser’s notice of objection to Seller. In the event that Seller and
        Purchaser, after using good faith efforts to resolve any objections, fail to come to
        agreement within seven (7) days after expiration of said thirty (30) day period, Purchaser,
        upon notice to Seller within five (5) days after expiration of said seven (7) day period,
        shall have the right, to terminate this Sale Contract and to receive a full refund of the
        Earnest Money and all other deposits made by Purchaser. Purchaser acknowledges and agrees
        that the floor plan attached hereto as Exhibit
        B-2 furnished Purchaser concurrently herewith
        represents only a graphic approximation of the scale and dimensions designated therein. The
        completed Units may vary from the floor plan and Plans, to an extent consistent with normal
        trade custom, practice and tolerance within the construction industry.


        
              3.4 The
        Purchased Units are two of a number of units constructed or to be constructed in the
        Condominium Development according to a general plan and design already determined, and this
        Sale Contract is a contract to purchase the Purchased Units upon their completion and shall
        not be construed as a contract to build the Purchased Units to the order of or at the
        direction of Purchaser, except with respect to any changes in the Plans as to the Purchased
        Units made by Purchaser and agreed to by Seller in writing or as described into this Sale
        Contract. In order to control the overall design and appearance of
        the Condominium Development, Seller reserves the right to
        select and modify the exterior colors, landscaping and finished materials of the Common
        Elements, provided the same do not adversely affect Purchaser or its ownership and
        occupancy of the Purchased Units.


        4

        

        

        
              3.5 Within
        forty-five (45) days after the date of this Sale Contract, Purchaser shall deliver to
        Seller three (3) sets of preliminary Plans and Specifications. The Plans and Specifications
        shall cover all of the Build-out Work, and shall otherwise be sufficient to enable Seller
        to make an informed judgment about the nature, design and quality of construction and the
        suitability of the design for the Purchased Units. Seller’s approval or disapproval
        of the preliminary Plans and Specifications shall be communicated in writing to Purchaser
        within thirty (30) days after Seller’s receipt of the same, and disapproval shall be
        accompanied by specifications of the grounds for disapproval. If Seller fails to approve or
        disapprove the preliminary Plans and Specifications within such thirty (30) day period,
        Purchaser may, but shall have no obligation to, at any time thereafter, send written notice
        to Seller requesting Seller to approve or disapprove such Plans and Specifications.
        Seller’s failure to disapprove, with specific grounds for such disapproval, within
        ten (10) days after Seller’s receipt of Purchaser’s notice, shall be deemed to
        constitute approval by Seller of Purchaser’s preliminary Plans and Specifications. If
        Seller timely and reasonably disapproves any item or items of Purchaser’s preliminary
        Plans and Specifications, Purchaser shall cause them to be appropriately amended to reflect
        such changes as Seller may require and shall resubmit within ten (10) days after such
        disapproval, the amended Plans and Specifications to Seller for approval. Notwithstanding
        anything to the contrary contained herein, Seller shall only have the right to disapprove
        of Purchaser’s Plans and Specifications if such Plans and Specifications adversely
        affect the exterior, structure or systems of the Condominium Development, or cannot be
        implemented due to limitations on Seller’s ability to alter the Condominium
        Development imposed by the Act or the Declaration; otherwise, Seller shall approve of
        Purchaser’s Plans and Specifications.


        
              3.6 Prior
        to commencement of the Build-out Work, Purchaser shall prepare final Plans and
        Specifications which shall conform in all material respects to the preliminary Plans and
        Specifications. Such final Plans and Specifications shall take into account any deviation
        between the Plans and the actual condition of Purchased Unit as delivered at Closing and
        Seller shall not be responsible for any increased costs or the need to modify the Plans and
        Specifications which may result because the Purchased Unit or any systems running through
        the Purchased Unit are not as shown on the Plans. The final Plans and Specifications shall
        be submitted to Seller for approval prior to or at the same time they are submitted to the
        City of Clayton for approval. The approval of the Seller will not be unreasonably withheld.
        All Build-out Work shall be performed pursuant to the approved final Plans and
        Specifications. Notwithstanding anything to the contrary contained herein, Seller shall
        only have the right to disapprove of Purchaser’s final Plans and Specifications if
        such final Plans and Specifications adversely affect the exterior, structure or systems of
        the Condominium Development, or cannot be implemented due to limitations on Seller’s
        ability to alter the Condominium Development imposed by the Act or the Declaration;
        otherwise, Seller shall approve of Purchaser’s final Plans and
        Specifications.


        
              3.7 The
        Total Purchase Price includes, without additional cost to Purchaser, completed streets,
        common elements, limited common elements, sanitary sewers, water, gas, electricity and
        landscaping outside of the building, as provided in the Plans as they may be modified
        pursuant to this Sale Contract.


        
              3.8 The
        terms of this Section 3 of the Sales Conditions are intended to be complementary to the
        terms of the Construction Agreement. However, after closing, to the extent of any
        inconsistency between Sales Conditions and the Construction Agreement related to the
        Build-out Work, the terms of the Construction Agreement shall control.


        Section 4


        Completion and Closing


              4.1 The
        Purchased Units shall be conclusively deemed substantially complete (in its gray box
        condition) at such time as a certificate of substantial completion is executed by Paul
        Turner of Stewart Schaberg & Turner (the “Architect”) or any successor
        licensed architect selected by Seller and approved by Purchaser (who, after such selection
        and approval is made known to Purchaser shall be the “Architect” for all
        purposes hereunder) certifying that the work required to be performed by Seller hereunder
        (i.e. the construction of the Purchased Units in their gray box condition) has been
        substantially completed. If the Purchased Units are substantially complete but certain
        details or items remain incomplete, provided such incomplete details or items do not
        adversely affect Purchaser’s ability to use and occupy the Purchased Units the sale
        shall nevertheless close, but with a written list ("Punch List") of such incomplete details
        or items and a Punch List Escrow (as hereinafter defined). Purchaser and Seller shall sign
        the Punch List, and Seller or Seller’s affiliate shall complete, at its cost, the
        details or items on the Punch List as quickly as possible, but in no event later than
        ninety (90) days after Closing, subject to weather, strikes, acts of God, or any other
        causes, similar or dissimilar, beyond Seller's reasonable control. At Closing, an amount
        equal to 200% of the costs of completing the Punch List shall be withheld by Escrowee from
        the proceeds of sale (the “Punch List Escrow”) If Seller or Seller’s
        affiliate fails to complete such details or items, then the Seller's sole liability for
        completion of items or details shown on the Punch List is the forfeiture of the Punch List
        Escrow to Purchaser. Any dispute between Purchaser and Seller regarding construction
        matters (such as whether the Purchased Units are substantially complete or the existence
        and/or adequate correction of Punch List items) which Purchaser and Seller cannot resolve
        between themselves shall be submitted to the Architect for resolution, whose decision shall
        be final and binding on both parties and whose fees for rendering such decisions shall be
        paid by the party against whom such decision is rendered. If any of the common elements of
        the Condominium Development are not substantially completed prior to Closing, Purchaser
        shall remain obligated to perform all of Purchaser’s obligations under this Sale
        Contract as provided for herein, provided such incomplete details or items do not adversely
        affect Purchaser’s ability to use the Purchased Units, but Seller’s obligation
        to complete such common elements shall survive Closing. The Purchased Units shall be
        delivered to Purchaser in broom clean condition and with all window stickers
        removed. 


        5

        

        

              4.2 Upon
        substantial completion, which is estimated, but not guaranteed or assumed to occur on or
        before February 1, 2008 (“Target Delivery Date”), Seller shall notify Purchaser
        that the Purchased Units have been completed (or will be completed prior to the Closing
        Date) and shall designate the date and time for inspection of the Purchased Units and the
        date and time (“Closing Date”) for closing of this transaction
        (“Closing”), provided that the Closing Date shall not be less than five (5)
        days or more than ten (10) days following the date of such notice. The Closing Date set
        forth in such notice shall supersede any other dates set forth herein. In the event the
        Closing Date does not occur on or prior to February 15, 2008, Purchaser shall have the sole
        and absolute right to delay closing until February 29, 2008. Purchaser shall be entitled to
        possession of the Purchased Units at Closing, subject to Seller’s right to enter the
        Purchased Units as and when permitted by Purchaser to complete items set forth on the Punch
        List. Prior to Closing, Purchaser shall have reasonable access to the Purchased Units. Upon
        the Closing of the sale, Purchaser shall pay the balance of the Total Purchase Price,
        subject to the Closing adjustments provided for hereunder, and Closing charges, including,
        but not limited to, those for title insurance, recording fees for the deed (all other
        recording fees to be borne by Seller), one-half of escrow fees (the other half to be borne
        by Seller) and insurance. Time is of the essence in this Contract. Closing shall take place
        at the offices of Escrowee in Richmond Heights, Missouri.


              4.3 General
        taxes based on the latest available assessment and rate and condominium assessments shall
        be prorated as of the date of Closing. Seller shall furnish a general warranty deed,
        subject to rights-of-way of record, the Declaration, the recorded plat of Maryland Walk, a
        Condominium, utility easements of record, zoning regulations, general taxes for the then
        current year and thereafter, not yet due and payable, special taxes or assessments becoming
        a lien after execution of this Sale Contract, and those other items as may be set forth
        on Schedule 4.3
        attached as a part hereof (“Permitted Exceptions”).
        Title shall be marketable in fact subject to the matters provided for herein. The Purchased
        Units shall be conveyed free and clear of any mechanic's liens based on Seller's work or
        the Build-out Work, if the same is being performed by Seller or Seller’s affiliate,
        and Purchaser is not then in default under the Construction Agreement or, at
        Purchaser’s option, Seller shall cause the title insurance company insuring
        Purchaser's title to issue its policy insuring over such mechanic's liens. If title is
        found to be imperfect and Seller cannot perfect title within sixty (60) days after the date
        fixed for Closing, all Earnest Money shall be returned to Purchaser, together with any
        interest accrued thereon, and both parties shall be deemed released from any obligations or
        liability hereunder. At Closing, Purchaser shall, in addition to the foregoing amounts, pay
        a special fee equal to three (3) times the current monthly assessment assessed by the
        Maryland Walk Condominium Association (the “Association”) to fund operating and
        capital reserves for payment of common expenses.


              4.4 If the
        Purchased Units are not separately assessed on the Closing Date, general taxes shall be
        prorated based on the assessed valuation of the Condominium Development, including the Real
        Estate and the share of the Purchased Units in the common elements of the Condominium
        Development, as set forth in the Declaration, with a final adjustment made once the
        separate assessment is completed.


        Section 5


        Defaults


              5.1 If
        Purchaser shall fail to make any payments herein provided for when due, or shall materially
        breach its obligations under the terms of this Sale Contract and does not cure such failure
        within ten (10) days after Purchaser’s receipt of notice thereof from Seller, or if
        such default cannot reasonably be cured within ten (10) days, fails to commence such cure
        within ten (10) days and fails to thereafter diligently prosecute said case to completion,
        Seller shall retain the Gray Box Build-out Deposit, the Earnest Money, plus all accrued
        interest thereon, and all other sums theretofore paid by Purchaser under this Sale Contract
        or the Construction Agreement, as liquidated damage in full settlement of all claims by
        Seller against Purchaser and as Seller’s sole and exclusive remedy. If Seller
        materially breaches Seller’s obligations hereunder and is thus in default and Seller
        fails to cure such default within ten (10) days after Seller’s receipt of notice
        thereof from Purchaser, or if such default cannot reasonably be cured within ten (10) days,
        fails to commence such cure within ten (10) days and fails to thereafter diligently
        prosecute said case to completion, Purchaser’s sole remedy shall be to either (i)
        terminate this Sale Contract and receive a refund of the Earnest Money together with all
        interest earned thereon, plus the Gray Box Build-out Deposit, or (ii) pursue any remedy
        available at law or in equity, including, but not limited to specific
        performance.


        6

        

        

        Section 6


        Warranties


              6.1 SELLER
        WARRANTS THAT THE PURCHASED UNITS AND THE COMMON ELEMENTS IN THE CONDOMINIUM ARE SUITABLE
        FOR THE ORDINARY USES OF REAL ESTATE OF ITS TYPE AND ANY IMPROVEMENTS MADE OR CONTRACTED
        FOR BY SELLER, OR MADE BY ANY PERSON BEFORE THE CREATION OF THE CONDOMINIUM, SHALL BE: (I)
        FREE FROM DEFECTIVE MATERIAL; AND (II) CONSTRUCTED IN ACCORDANCE WITH APPLICABLE LAW,
        ACCORDING TO SOUND ENGINEERING AND CONSTRUCTION STANDARDS, AND IN A WORKMANLIKE MANNER. IN
        ORDER TO MAKE ANY WARRANTY CLAIM AGAINST SELLER, PURCHASER MUST NOTIFY SELLER IN WRITING
        WITHIN THE TWO YEAR PERIOD PROVIDED FOR IN SECTION 6.6 AS TO ANY DEFECTS COVERED BY THESE
        WARRANTIES.


              6.2 THE
        WARRANTY DESCRIBED HEREIN SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED,
        INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
        PARTICULAR PURPOSE OR OF ANY OTHER OBLIGATION ON THE PART OF SELLER. ALL OTHER WARRANTIES
        WITH RESPECT TO THE PURCHASED UNITS SOLD HEREUNDER ARE HEREBY DISCLAIMED, TO THE EXTENT
        PERMITTED BY LAW, WHETHER IMPLIED OR ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM
        AND PRACTICE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, HABITABILITY, MERCHANTABILITY,
        AND FITNESS FOR PURPOSE. ANY OTHER PRESENTATIONS, STATEMENTS OR PROMISES MADE BY ANY PERSON
        ARE UNAUTHORIZED AND ARE NOT BINDING UPON SELLER. THE WARRANTY DESCRIBED HEREIN DOES NOT
        APPLY TO ANY MANUFACTURED ITEM SUCH AS APPLIANCES, FIXTURES, EQUIPMENT, OR ANY OTHER ITEM
        WHICH IS COVERED BY A MANUFACTURER’S WARRANTY.


        
              6.3 THE
        PARTIES AGREE THAT THE PURCHASER’S SOLE AND EXCLUSIVE REMEDY AGAINST THE SELLER SHALL
        BE FOR THE REPAIR OR REPLACEMENT OF DEFECTIVE PARTS OR MATERIALS AS PROVIDED HEREIN. THE
        PURCHASER AGREES THAT NO OTHER REMEDY (INCLUDING BUT NOT LIMITED TO INCIDENTAL OR
        CONSEQUENTIAL DAMAGES) SHALL BE AVAILABLE TO PURCHASER.


        
              6.4
        PURCHASER ACKNOWLEDGES THAT PURCHASER HAS READ AND UNDERSTOOD THIS PROVISION, AND THAT
        PURCHASER UNDERSTANDS AND AGREES THAT, BY ENTERING INTO THIS CONTRACT AND ACCEPTING THE
        BENEFITS OF ANY EXPRESS WARRANTIES INCORPORATED HEREIN, PURCHASER HAS KNOWINGLY
        RELINQUISHED ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE.


        
              6.5 AS TO
        THE PERSONAL PROPERTY AND AS TO ANY OTHER CONSUMER PRODUCT (AS THAT TERM MAY BE DEFINED
        UNDER APPLICABLE FEDERAL AND STATE LAWS) WHICH MAY BE CONTAINED IN THE PURCHASED UNITS,
        SELLER NEITHER MAKES NOR ADOPTS ANY WARRANTY OF ANY NATURE REGARDING SUCH PERSONAL PROPERTY
        AND OTHER CONSUMER PRODUCTS AND SPECIFICALLY EXCLUDES AND DISCLAIMS EXPRESS OR IMPLIED
        WARRANTIES OF ANY NATURE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY FOR A
        PARTICULAR PURPOSE.


              6.6 THE
        UNIFORM CONDOMINIUM ACT OF MISSOURI (THE “ACT”), CHAPTER 448, PROVIDES A SIX
        (6) YEAR STATUTE OF LIMITATIONS FOR THE FILING OF ANY ACTION RESULTING FROM THE BREACH OF
        ANY WARRANTY REFERENCED ABOVE OR PRESCRIBED IN THE ACT. PURCHASER AND SELLER MUTUALLY
        AGREE, HOWEVER, TO LIMIT THE PERIOD OF THE STATUTE OF LIMITATIONS FROM SIX (6) YEARS TO TWO
        (2) YEARS AS PERMITTED BY SECTION 448.4-116 OF THE ACT. ON OR BEFORE THE CLOSING DATE
        SELLER SHALL SIGN A SEPARATE WRITING TO ACKNOWLEDGE THIS LIMITATION.


        
              6.7 ANY
        WARRANTY PERIOD PROVIDED FOR IN THIS CONTRACT SHALL COMMENCE ON THE CLOSING
        DATE.


        7

        

        

        Section 7


        Purchaser's Right to Cancel;
        

        Escrow of Earnest Money Deposit;
        Contingencies


              7.1 Within ten
        (10) days after Purchaser's receipt of the original Sales Certificate referred to in
        Section 8.6 hereof, or within five (5) days after execution of this Sale Contract,
        whichever is longer (but, in any event, before conveyance of the Purchased Units to
        Purchaser), Purchaser may cancel this Sale Contract. In the event that Purchaser elects to
        cancel this Sale Contract in accordance with the immediately preceding sentence, Purchaser
        must deliver to Seller a written notice of cancellation by hand or by certified or
        registered U.S. Mail, return receipt requested, with a copy to Escrowee, U.S. Title
        Guaranty Company, 7930 Clayton Road, Suite 200, St. Louis, MO 63117.


              7.2 In the
        event that Purchaser elects to cancel in accordance with Section 7.1, the earnest money
        deposits, plus accrued interest thereon, will be returned to Purchaser pursuant to Section
        448.4-108 of the Act.


              7.3
        Purchaser’s obligation to consummate the purchase provided for herein shall be
        subject to the fulfillment, by satisfaction or waiver, of the following contingencies on or
        before November 30, 2007 (the “Feasibility Period”):


        
                  (a)
        Title and Survey.
        Purchaser shall order a commitment (“Commitment”) for an ALTA owner’s
        policy of title insurance together with copies of all exceptions listed on Schedule B of
        the Commitment from a title company of its choosing (the “Title Company”).
        Purchaser’s obligations under this Sale Contract are subject to Purchaser’s
        approval, in Purchaser’s reasonable discretion, of (i) the Commitment reflecting good
        and marketable fee simple title to the Purchased Units and all easements and other rights
        benefiting the Purchased Units in a condition approved by Purchaser with such coverage and
        including such endorsements as Purchaser may require, such Commitment being in a form
        reasonably satisfactory to Purchaser, and (ii) a survey (“Survey”) of the
        Purchased Units. If Purchaser orders a Survey, Purchaser shall notify Seller of its
        approval or disapproval of the Commitment and the Survey within the Feasibility Period. In
        the event that the Commitment reveals any title matters which are not Permitted Exceptions
        and unsatisfactory to Purchaser, in Purchaser’s reasonable discretion, or in the
        event on the Survey obtained by Purchaser there are disclosed any encroachments,
        protrusions, overlaps, or boundary line disputes, any easements or rights of way not of
        record, any strips or gores or any other matters which are unsatisfactory to Purchaser, in
        Purchaser’s reasonable discretion, Seller shall, upon written request by Purchaser,
        use good faith efforts to remove such unsatisfactory title matters as soon as practicable
        after receipt of Purchaser’s notice thereof unless Seller gives Purchaser written
        notice that it declines to do so as provided below. If Purchaser does not send written
        notice to Seller of its objections to the Commitment and/or Survey within the Feasibility
        Period, Purchaser shall be deemed to have waived any right to disapprove matters shown on
        the Commitment and/or Survey and any such matters shown on the Commitment and/or Survey not
        objected to shall be deemed an additional Permitted Exception, and this Sale Contract shall
        continue in full force and effect. If Seller is unable or unwilling to cure all matters
        objected to by Purchaser on or before the date that is ten (10) days after the date Seller
        receives written notice of Purchaser’s objections, Seller shall notify Purchaser of
        Seller’s inability or unwillingness to cure such matters and Purchaser may at its
        option: (i) accept the state of title subject to the defect, in which event said conditions
        and exceptions shall be accepted for all purposes; or (ii) reject the state of title, in
        which event this Sale Contract shall become null and void and of no further force and
        effect, and the Earnest Money and interest thereon shall be returned to Purchaser without
        further liability of either party to the other. Purchaser shall have ten (10) days from the
        Seller’s written notification that it will not cure or is unable to cure to determine
        which of (i) or (ii) above Purchaser will elect. Notwithstanding the foregoing, if there is
        a defect of title that is not a Permitted Exception or named on the Commitment or shown on
        the Survey but which becomes known prior to Closing and which defect was not caused by
        Purchaser, then said defect shall be deemed a title defect not approved by Purchaser, and
        Seller and Purchaser agree to give prompt written notice to the other upon learning of any
        such title defect. Upon receipt of notice of a title defect, Seller shall, using its good
        faith and diligent efforts, promptly and in good faith, attempt to cure such defect. If
        Seller is unable to cure such defect by the date which is thirty (30) days after Seller
        receives written notice of such defect, and such defect is a material defect, Purchaser
        shall have the right, at its sole option, to terminate this Sale Contract, and in the event
        of such termination, Purchaser shall be entitled to receive a return of its Earnest Money
        and interest thereon.


        8

        

        

        
                  (b)
        Zoning, Permits and
        Approvals. Purchaser shall have obtained from all
        applicable federal, state, county, city, district, municipal and other authorities all
        permits, ordinances, resolutions, licenses and approvals including, without limitation, the
        obtaining of the proper zoning, use classifications, special uses, architectural approvals
        and permits, and building and sign permits, so as to permit, to the satisfaction of
        Purchaser, the development and the use by Purchaser of the Purchased Units.


        
                  (c)
        Regulatory Approval.
        Purchaser shall have obtained from the appropriate banking authorities having regulatory
        jurisdiction over Purchaser, including, but not limited to the Missouri Division of Finance
        and the Federal Deposit Insurance Corporation, such authorization and approvals as may be
        necessary to open and maintain the premises as a branch office and bank as desired by
        Purchaser.


        Seller agrees to cooperate fully with
        Purchaser in Purchaser’s attempt to satisfy said contingencies, and in connection
        therewith, Seller agrees to execute such documents as may be necessary for Purchaser to
        make applications and obtain approvals or otherwise as is reasonably necessary for
        Purchaser to satisfy the contingencies.


        If Purchaser gives written notice to Seller
        on or before the expiration of the Feasibility Period, as the same may be extended by
        mutual agreement of the parties, that it desires to terminate this Sale Contract due to the
        inability of Purchaser or Seller (where applicable) to satisfy or waive one or more of the
        foregoing contingencies, then this Sale Contract shall be terminated and of no further
        force or effect and the Earnest Money plus interest thereon shall be returned to Purchaser
        without further act of Seller required. If Purchaser does not give the foregoing written
        notice to Seller on or before the expiration of the Feasibility Period, then Purchaser
        shall be deemed to have waived all of the foregoing contingencies and this Sale Contract
        shall continue in full force and effect.


        Section 8


        Miscellaneous


              8.1 If, after
        this Sale Contract is executed, but prior to Closing, the Purchased Units or the
        Condominium Development is destroyed or substantially damaged by fire, windstorm, or other
        casualty this Sale Contract shall be deemed terminated unless Seller elects to effect
        restoration. If terminated, all sums paid here under by Purchaser to Seller shall be
        returned to Purchaser and both parties shall thereupon be relieved of all further
        obligations hereunder. If Seller elects to affect restoration the Closing shall be extended
        accordingly. Purchaser shall have no claim to any insurance proceeds and Seller shall be
        entitled to all insurance proceeds. No title shall pass to Purchaser prior to Closing of
        the sale of the Purchased Units.


              8.2 This Sale
        Contract may not be assigned by Purchaser except with the prior written consent of the
        Seller, which consent may be withheld in Seller's reasonable discretion. Notwithstanding
        anything to the contrary contained herein, Purchaser may assign this Sale Contract to any
        entity controlled by or under common control with Purchaser, without Seller’s prior
        written consent. Any assignment of this Sale Contract by Purchaser shall not release
        Purchaser from Purchaser's obligations under this Sale Contract and Purchaser shall remain
        liable hereunder. This Sale Contract shall bind the heirs, legal representatives,
        successors and assigns of the parties hereto.


              8.3 Seller
        reserves the right to all utility refunds (including, but not limited to, gas, water and
        electric utilities) arising out of the development and construction of the Condominium
        Development. On Closing, Purchaser shall execute an appropriate assignment to Seller, on
        Seller's forms, of all such refund rights, and said refund rights shall also be deemed
        reserved to Seller, whether or not so assigned and whether or not reserved in the deed of
        conveyance which conveys the Purchased Units to Purchaser.


              8.4 Unless
        otherwise specified herein with respect to specific notices, notices, demands, requests or
        other communications required or which may be given under this Contract shall be in
        writing, and delivered either personally, or by certified or registered mail, or by
        nationally recognized overnight courier such as Federal Express, UPS, etc., to the
        addresses indicated for each party, or to such other address as designated by a party by
        similar notice to the other party. Notice to any one Purchaser, if more than one, shall
        constitute notice to all. Date of notice shall be the date of delivery in the case of
        delivered notice or the date of posting in the mail in the case of mailed notice or the
        next business day if delivered via overnight courier service.


        9

        

        

        
              8.5
        Purchaser represents that Purchaser is not represented by a broker or agent in this
        transaction and Purchaser agrees to defend, indemnify and hold Seller harmless with respect
        to any claims, costs and expenses (including attorney's fees) due to any claim made by a
        broker or agent arising out of breach of this representation. Seller represents that Seller
        (is or is not) represented by a broker or agent in this transaction and Seller agrees to
        defend, indemnify and hold Purchaser harmless with respect to any claims, costs and
        expenses (including attorney's fees) due to any claim made by a broker or agent arising out
        of breach of this representation.


              8.6
        Notwithstanding anything to the contrary contained herein, the parties acknowledge and
        agree that this Sale Contract is subject to the provisions of the Original Sales
        Certificate for Maryland Walk, A Condominium (“Original Sales Certificate”), to
        be delivered to Purchaser in connection with this Sale Contract.


        
              8.7
        Whenever it is provided in this Sale Contract that days shall be counted, the first day to
        be counted shall be the day following the date on which the event causing the period to
        commence occurs. If the date for performance of any act hereunder falls on a Saturday,
        Sunday or legal holiday, then time for performance thereof shall be deemed extended to the
        next successive business day.


        
              8.8 The
        provisions of Sections 3.5, 3.6, 4.1, 4.4, 6.1 through 6.6, 8.3, 8.5, 8.14 and
        Schedule 3.2 shall
        survive Closing.


        
              8.9
        Purchaser and Seller confirm that disclosure of the licensee’s relationship as shown
        on Attachment 1, if any, was made no later than the first showing of the property or
        immediately upon the occurrence of a change to the relationship.


        
              8.10
        Purchaser acknowledges that the Purchased Units comprises a part of a multistory
        condominium development and as such, the occupant of such Purchased Units may encounter
        conditions inherent in multifamily living including but not limited to the potential
        transmission of sound and odors encountered in multifamily dwellings. Purchaser further
        acknowledges that construction on the Condominium Development may be on-going after
        Closing. As with any new development project, such construction may cause inconveniences to
        residents.


        
              8.11 The
        Seller and Purchaser intend to modify the configuration of the Commercial Unit A and
        Commercial Unit B from the configuration shown on Exhibit B-1 to the configuration shown on
        Exhibit B-2. Such reconfiguration includes, among other things, expansion of the Commercial
        Unit A and Commercial Unit B by conversion of certain parking spaces to part of the
        Commercial Unit A and Commercial Unit B. This Sale Contract and the parties’
        obligations hereunder are contingent upon, on or prior to the Closing Date, Seller’s
        execution and recording of such amendment(s) to the Declaration and the Plat as may be
        necessary to establish the contemplated modifications to the Purchased Units as a unit in
        the Condominium Development, which said amendment shall be in substantially the form
        of Exhibit C
        attached hereto and incorporated herein.


        
              8.12 Until
        the election of the Board of Managers (as defined in the Declaration), the Seller appointed
        Board shall have the right to enter into contracts or leases with independent contractors,
        at reasonably competitive rates for such periods of time and upon such terms as Seller
        shall determine, to provide the Condominium with any necessary or convenient services,
        including, but not limited to, landscaping service, trash and snow removal service, cable
        television service, security service and the services of a managing agent. Purchaser
        specifically waives any right granted by the Act to terminate such contracts or to vote to
        terminate any such contracts provided they are commercially reasonable and not outside of
        those contemplated by the initial budget. Seller has entered or will later enter
        into bona-fide
        contracts with non-related parties, from time to time, the
        terms of which contracts shall not exceed one year after the election of the Board of
        Managers. If Seller pays for any services on behalf of the Association or advances any
        funds to the Association for such purposes, Seller shall be entitled to be reimbursed for
        such amounts by the Association.


        
              8.13 For
        the purpose of completing the construction and sales promotion of the units in the
        Condominium, Seller and its agents are hereby given full right and authority to place and
        maintain on, in or about the Condominium model residences, sales offices, construction
        offices, signs and lighting related to said sales promotion and construction purposes, for
        such period of time, at such locations and in such forms as shall be determined by Seller
        in its sole and absolute discretion, provided the same do not interrupt or materially
        inconvenience Purchaser’s use or occupation of the Purchased Units. Seller, its
        agents and prospective condominium purchasers, are also hereby given, for construction and
        sales promotional purposes, the right of entry upon and ingress and egress to and from the
        Condominium (excluding the Units after Closing). Seller may enter into leases for unsold
        Units upon such terms and conditions as Seller may elect.


        
              8.14 In
        connection with any litigation arising out of this Sale Contract, the prevailing party
        shall be entitled to recover all costs incurred, including reasonable attorneys
        fees.


        10

        

        

        Section 9


        Disclosures


        
              9.1
        Purchaser acknowledges the following:


        
                  (a)
        The Association budget provided to Purchaser is based on estimated expenses only and may
        increase or decrease when the actual expenses of the Association become known.


        
                  (b)
        No representations are made regarding the zoning of adjacent property, or that the category
        to which adjacent property is zoned may not change in the future.


        
                  (c)
        No representations are made regarding which schools may now or in the future serve the
        Purchased Units.


        
                  (d)
        Since in every neighborhood, there are conditions which different purchasers may find
        objectionable, Purchaser acknowledges that there may be conditions outside of the
        Condominium property which Purchaser finds objectionable and that it shall be the sole
        responsibility of Purchaser to become acquainted with neighborhood conditions which could
        affect the Purchased Units.


        
                  (e)
        No representations are made that the Purchased Units are or will be soundproof or that
        sound may not be transmitted from one Unit to another.


        
                  (f)
        The Condominium floor plans and the dimensions and square footage calculations shown
        thereon are only approximations. Any Purchased Unit Owner who is concerned about any
        representations regarding the floor plans should do his/her own investigation as to the
        dimensions, measurements and square footage of his/her purchased Unit.


        Section 10


        Exhibits


              10.1 The
        following Exhibits, Schedules and Attachments are attached to this Sale Contract and are
        incorporated herein and made a part hereof:


        
            	Attachment
                    1 	  - 
                      	
                               	
                    Broker Disclosure 
	Exhibit
                    A 	  - 
                      	
                    	
                    Legal Description of Real Estate 
	Exhibit
                    B-1 	  - 
                      	
                    	
                    Floor Plan of Purchased Units as Currently
                    Configured 
	Exhibit
                    B-2 	  - 
                      	
                    	
                    Floor Plan of Purchased Units as Modified Pursuant
                    to Sale Contract 
	Exhibit
                    B-3 	  - 
                      	
                    	
                    Gray Box Specification Sheet 
	Exhibit
                    C 	  - 
                      	
                    	
                    Form of Declaration Amendment/Plat
                    Amendment 
	Exhibit
                    D 	  - 
                      	
                    	
                    Form Construction Contract 
	Other
                    Exhibits 	  - 
                      	
                    	
                     	 
	
                    	
                    	
                    	
                     	 
	
                    	
                    	
                    	
                     	 
	 
	Schedule
                    3.2 	  - 
                      	
                    	
                    Construction Requirements 
	Schedule
                    4.3 	  - 
                      	
                    	
                    Permitted Exceptions 


        

        


        11