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EL185\76\986160.v1 <br />1. Amendment to Paragraph 15 of the Agreement. Paragraph 15 of the Agreement is <br />amended to read as follows: <br />15. ASSIGNMENT. The Buyer may not assign the Buyer’s rights under this <br />Purchase Agreement without prior consent of the EDA, which shall not <br />unreasonably be withheld. Notwithstanding the foregoing, the Buyer hereby <br />assigns this Purchase Agreement and the Buyer’s rights to Java Elk River Retail <br />LLC, a Minnesota limited liability company (“Assignee”). Assignee hereby <br />accepts the foregoing assignment and agrees to assume and perform all of the <br />Buyer’s obligations under the Purchase Agreement which arise on or after the <br />effective date of the Purchase Agreement. Assignee shall be the Buyer under the <br />Purchase Agreement for all purposes on and after the Effective Date. The EDA <br />hereby consents to such assignment of the Purchase Agreement from the Buyer to <br />Assignee and to such assumption by Assignee, all as provided in this First <br />Amendment and in the Purchase Agreement. The EDA releases and discharges <br />Java Companies LLC from all obligations under the Purchase Agreement arising <br />or accruing on or after the Effective Date. <br />2. Amendment to Paragraph 3. Paragraph 3 of the Agreement is amended to read as <br />follows: <br />3. PURCHASE PRICE AND MANNER OF PAYMENT. The Buyer shall <br />pay the EDA Three Hundred and Seventy Thousand and no/100ths Dollars <br />($370,000.00) for the Property (the “Purchase Price”). Upon approval and execution <br />of this Agreement by the Buyer and the EDA, the Buyer shall deposit $20,000.00 in <br />initial earnest money (the “Earnest Money”) to be held in escrow by Servion <br />Commercial Title (the “Title Company”). The Earnest Money shall be credited <br />against the Purchase Price at Closing. <br />3. Amendment to Paragraph 6.1.1. Paragraph 6.1.1. of the Agreement is amended to <br />read as follows: <br />6.1.1. Deed. A quit claim deed (the “Deed”) conveying the Property to the Buyer. <br />The Deed shall contain a covenant running with the Property that the Buyer <br />must commence and complete site preparation of the Property which includes <br />the substantial clearing of all vegetation on the Property, or the Property will <br />be subject to a reversionary interest in favor of the EDA pursuant to Minnesota <br />Statutes Section 469.105, subdivision 5 and 6. The Deed must also include a <br />covenant running with the Property that the construction of a 4,500 square foot <br />gas station/convenience store on the Property must be completed within two <br />years from the date of the Deed, or the Property will be subject to a <br />reversionary interest in favor of the EDA pursuant to Minnesota Statutes <br />Section 469.105, subdivisions 5 and 6. The Buyer may also construct a fast <br />food restaurant on the Property subject to the consent of the EDA, which <br />approval shall not be unreasonably withheld, and receiving any necessary land <br />use approvals. The Deed shall contain provisions for the EDA to execute and <br />Page 6 of 14