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BRIGGS AND MORGAN <br />March 16, 2004 <br />Page 2 <br />In our professional judgment, our representation of the EDA in connection with the review and <br />negotiation of the EDA Subordination Agreement will not adversely affect our relationship with <br />the EDA or TCF and will not adversely affect our current or future representation of the EDA or <br />TCF in unrelated matters. We have, however, advised both the EDA and TCF that if there is a <br />subsequent dispute between the EDA and TCF related to the EDA Subordination Agreement we <br />will not represent either the EDA or TCF in any pending or threatened arbitration or litigation <br />related to the EDA Subordination Agreement. <br />If you would be willing to consent to our representation of the EDA in the above - described <br />transaction, please indicate your consent by signing and dating the enclosed copy of this letter in <br />the space provided. <br />Very truly yours, <br />BRIGGS AND MORGAN, P.A. <br />/s/ Thomas L. Bray <br />Thomas L. Bray <br />ACKNOWLEDGED AND AGREED TO THIS DAY OF MARCH, 2004. <br />TCF NATIONAL BANK <br />By: <br />Its: <br />ACKNOWLEDGED AND AGREED TO THIS DAY OF MARCH, 2004. <br />ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF LITTLE CANADA <br />By: By: <br />Its President Its Secretary <br />1627311v1 <br />4 <br />