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by and construed under the laws of the State of Minnesota. In the event of any conflict <br />between this Agreement and the Purchase Agreement, this Agreement shall control. No <br />change, amendment, qualification or cancellation hereof shall be effective unless in writing <br />and executed by each of the parties hereto. <br /> <br /> [Signatures appear on following pages. Remainder of page intentionally left blank.] <br /> <br /> <br />3 <br />