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PRELIMINARY REDEVELOPMENT AGREEMENT THIS AGREEMENT,made and entered into as of the day of , 2002,by and between THE CITY OF ST.ANTHONY VILLAGE, MINNESOTA,a Minnesota public body corporate and politic,(ACity@),and PRATT CONSTRUCTION,INC.; DOMINIUM,INC.;JOHN G..ORDWAY (Joint and Severably)(ARedeveloper@) BACKGROUND The purpose of this Agreement is to set forth the understanding between the parties with respect to the redevelopment of portions of the area generally described as the St. Anthony Village Apache Plaza Redevelopment Area(the ARedevelopment Property@)and shown in Exhibit A. BASIC TERMS AND CONDITIONS The following is a list of the terms and conditions under which the Redeveloper will proceed on an exclusive basis for the term of this agreement to structure and develop with the City a definitive Redevelopment Agreement for the Project and is intended to define the responsibilities and roles of the respective participants regarding the proposed redevelopment of the Project. 1. Redevelopment Property. The properties proposed to be redeveloped are the properties set forth in Exhibit A and which are commonly referred to as the Apache Plaza Redevelopment Area Redevelopment site,as more fully described in the legal descriptions set forth in Exhibit B hereto(the Aside@). The Redevelopment Property equals 36 acres (plus/minus), of land together with all improvements and structures located on the land and easements and rights benefiting or appurtenant to the land. The exact dimensions and square footage of the project shall be determined by survey. The parties agree that the Site may be enlarged to include other lands at the mutual agreement of the parties. 2. Undertakinp,and Exclusive Rights. In consideration of the time, effort and expenses to be incurred by the Redeveloper in pursuing the undertakings set forth herein and in further consideration of the amount of$50,000 paid to the City,the receipt of which is hereby acknowledged,the City hereby agrees that for the term of this agreement it will not: (i) provide or enter into an agreement for provision of financial assistance to any third party in connection with any proposed development within the area covered by this agreement;and(ii)condemn or agree to proceed with the condemnation of any property within such area to assist or facilitate development within such area by a third party. During such period the Redeveloper shall have the exclusive right to make a specific proposal and negotiate the terms of a Redevelopment Agreement for the Redevelopment Property. Said exclusive rights shall continue, unless earlier terminated as provided herein,for a period of six(6)months from the date hereof,or until such later date as the parties may mutually agree. The above described fee is to be applied to payment of the Redeveloper=s obligation contained in Section 11;and any unused portion will be refunded to the Redeveloper upon termination of this Agreement. The City has no obligation hereunder to enter into any Redevelopment Agreement,in any form and the Redeveloper acknowledges that the city has not made any commitments in that regard. 3. The Project. The Project will consist of the redevelopment of the project area and may include,but not be limited to:the development of housing units,which may include the development Page 1