Revised Version 5-11-01 - NO ground lease

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(a) The Purchaser is either a bank, savings and loan association, registered investment company, insurance company or other"Accredited Investor" as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended. Purchaser (i) is duly and validly organized under the laws of its jurisdiction of incorporation or organization, (ii) is legally authorized to purchase the Note as lawful investment of the Purchaser, (iii) has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Note on the basis of the information and review of documents described in section(d) below and the investigation which the Purchaser has conducted and (iv) can bear the economic risk of the purchase of the Note. (b) The Purchaser has purchased the Note for its own account for investment purposes only or has become the registered owner thereof for security purposes and not for the account of any other person and not for distribution, assignment or resale; provided, however, the Purchaser may dispose of the Note or any portion thereof or interest therein in compliance with paragraph 10 of the Note and provided further that a sale of shares in any investment company that purchases the Note will not, in and of itself, constitute a distribution of the Note for the purposes of this section (b). (c) Neither the City of Orono, Minnesota(the "City"), the Orono Housing and Redevelopment Authority (the "HRA") nor its counsel shall be deemed to have made any representations with respect to the Note or the Development Agreement or tax increment financing district referred to therein as of any date, except as expressly provided in the Note or the Development Agreement. (d) The Purchaser has obtained and has read and reviewed such documents, instruments and information related to the issuance of the Note as the Purchaser has requested from the City and the HRA. The Purchaser has also reviewed such other information as requested and has been provided an opportunity to ask questions of, and has received answers from, representatives of the City and the HRA regarding the terms and conditions of the Note. We understand that the Note is payable solely from certain tax increment pledged to the payment thereof and understand that such tax increment may not be sufficient to pay stated principal and interest on the Note and that there may be other risks in such an investment which are not described therein. (e) The undersigned is a duly appointed, qualified and acting officer or representative of the Purchaser and authorized to make the certifications, representations and warranties contained herein and the purchase of the Note constitutes a lawful investment of the Purchaser. (f) The Purchaser acknowledges that the City, the HRA, the members of their respective governing bodies and their officers (each individually an "Issuer Party" and collectively the "Issuer Parties") have not undertaken to furnish information to the Purchaser or to ascertain the accuracy or completeness of any information that may have been furnished to the Purchaser by or on behalf of the City, the HRA or the prior holder of the Note relating to the tax increment pledged to payment of the Note and that none of the Issuer Parties have made any representations concerning the accuracy or completeness of any information supplied to the Purchaser or relating to the security for the Note. The Purchaser hereby waives any requirements of due diligence in investigation or inquiry on the part of any Issuer