ex10_4.htm


    
      

    


    
      AGREEMENT
        OF PURCHASE AND SALE

    

    
      


    

    
      THIS
        AGREEMENT OF PURCHASE AND SALE (this “Agreement”)
is
        made
        and entered into
        effective as of June 25, 2007 (the “Effective
        Date”) and
        between STANDARD MOTOR
        PRODUCTS,
        INC., a New York corporation (“Seller”) and
THE LEATHER
        FACTORY,
        L.P., a Texas limited partnership (“Purchaser”).

    

    
      


    

    
      WITNESSETH:

    

    
      


    

    
      ARTICLE
        I

    

    
      


    

    
      GENERAL

    

    
      


    

    
      1.1           Agreement
        to Sell and Purchase. Seller hereby agrees to sell and convey to
        Purchaser, and Purchaser hereby agrees to purchase and accept from Seller,
        for
        the Purchase Price (hereinafter defined) and upon and subject to the terms
        and
        conditions hereinafter set forth, all of the following described property
        (hereinafter referred to collectively as the
“Property”):

    

    
      


    

    
      
        	
              	
                (a)

              	
                That
                  certain tract or parcel of land owned by Seller lying and being
                  situated
                  in the City of Fort Worth, County of Tarrant, State of Texas, and
                  being
                  more particularly described as Exhibit A attached hereto, subject
                  to the provisions of Section 1.4 herein (the
                  “Land”);

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                All
                  buildings, improvements and fixtures situated on the Land (collectively,
                  the
“Improvements”);

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                All
                  of the rights and appurtenances pertaining to the Land and the
                  Improvements, including all right, title and interest of Seller
                  in and to
                  adjacent streets, alleys, easements and
                  rights-of-way;

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                All
                  other rights, privileges and appurtenances owned by Seller and
                  in anyway
                  related to the property described above, and such other rights,
                  interests
                  and properties as may be specified in this Agreement to be sold,
                  transferred, assigned or conveyed by Seller to Purchaser;
                  and

              


      

    

    
      


    

    
      
        	
              	
                (e)

              	
                All
                  transferable licenses, permits, and certificates of occupancy,
                  if any,
                  that relate to the Land or
                  Improvements.

              


      

    

    
      


    

    
      
        	
              	
                (f)

              	
                The
                  following personal property (“Personal Property”):
                  electrical, plumbing, HVAC, air compressors, phone equipment
                  system and one-half (1/2) of the cubical furniture, all racks,
                  bins and
                  shelving not presently subject to a lease agreement, as more particularly
                  described on Exhibit D as “Modular Furniture to Convey with
                  Property.

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      1.2           Purchase
        Price. The purchase price (the “Purchase Price”) to be
        paid for the Property shall be Four Million Five Hundred Thousand AND NO/100
        DOLLARS ($4,500,000.00), payable in cash or immediately available wire
        transferred funds at the Closing (hereinafter defined).

    

    
      


    

    
      1.3           Earnest
        Money. Within two (2) days following the Effective Date, and as
        conditions to Seller’s obligations
        hereunder, Purchaser shall deposit with Rattikin Title Company, 201 Main
        Street,
        Suite 800, Fort Worth, Texas 76102-4880, Attention: Mac Miles (the
“Title Agent”), as agent
        for                                                                                                     
        (the “Title Company”), the sum of One Hundred Thousand and
        NO/100 Dollars ($100,000.00) to be invested by the Title Agent in a segregated,
        interest-bearing account with a financial institution approved by Seller
        and
        Purchaser whose accounts are insured by the Federal Deposit Insurance
        Corporation, and to be held and disbursed by the Title Agent strictly in
        accordance with the terms and provisions of this Agreement. The amount of
        such
        deposit is hereinafter referred to as “Earnest Money.” At the
        Closing (hereinafter defined), the Earnest Money shall be applied to the
        payment
        of the Purchase Price. All accrued interest on the Earnest Money shall become
        part of the Earnest Money and shall be distributed as part of Earnest Money
        in
        accordance with the terms of this Agreement.

    

    
      


    

    
      1.4           Mineral
        Reservation. Seller agrees to sell and convey to the Purchaser
        fifty-one percent (51%) of the oil, gas, and other minerals in and under
        and
        that may be produced from the Land and all of the executive rights applicable
        to
        the Land together with the right of ingress and egress for the purpose of
        exploring, drilling, mining for, and producing oil, gas, and other minerals,
        which will entitle Purchaser to fifty-one percent (51%) of all royalties
        under
        any existing and/or future leases. Seller will reserve unto itself, its heirs,
        successors and assigns, forty-nine percent (49%) of the oil, gas, and other
        minerals in and under and that may be produced from the Land subject to this
        Agreement, together with the right to receive a like part of all royalties,
        bonuses, and rentals payable under any lease in the proportion that the reserved
        interest bears to one hundred percent (100%) of the fee mineral interest
        under
        the Land. Seller is expressly authorized to enter into any mineral lease
        pending
        Closing, and the conveyance to Purchaser under this Agreement will be subject
        to
        any mineral lease existing at Closing. In the event that a mineral lease
        is
        executed after the Effective Date, but prior to the Closing Date, Seller
        shall
        pay Purchaser at Closing fifty-one percent (51%) of all royalties, bonuses
        and
        rentals received by Seller after the Effective Date, but prior to Closing
        Date,
        on any such executed mineral lease. Purchaser agrees to ratify any mineral
        lease
        existing as of the Closing Date. Anything to the contrary herein
        notwithstanding, Purchaser has the right to approve any mineral lease prior
        to
        its execution. Such approval shall not be unreasonably withheld. If Purchaser
        fails to approve or reject any mineral lease within ten (10) business day
        after
        the same has been submitted to Purchaser by Seller, such mineral lease shall
        be
        deemed approved.

    

    
      


    

    
      In
        the
        event that a mineral lease is executed after the Effective Date, but prior
        to
        the Closing Date, Seller shall pay Purchaser at Closing, in addition to the
        above, fifty-one percent (51%) of all payments received for surface damages
        and
        one-hundred percent (100%) of all payments received for easements for roads
        and
        transmission lines.

    

    
      


    

    
      1.5           Excluded
        Assets. Seller shall retain and remove all office furniture in all
        private offices and conference rooms, one-half (1/2) of all cubical furniture,
        and all personal items of employees and officers of the company. Seller must
        obtain Purchaser’s written approval prior to removing any items from the
        Property.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      ARTICLE
        II

    

    
      


    

    
      TITLE
        COMMITMENT AND SURVEY;

    

    
      REVIEW
        AND INSPECTION BY PURCHASER

    

    
      


    

    
      2.1           Title
        Commitment. Seller, at Seller’s expense, will provide Purchaser an
        updated title commitment within fifteen (15) days of the effective date of
        this
        contract (the “Title Commitment”), issued by Title Company
        describing the Land (which legal description, as determined by the Survey
        referenced in Section 2.3 herein below, shall be incorporated into this
        Agreement and used in all closing documents), specifying Purchaser or its
        assignee as the prospective named insured, showing the Purchase Price as
        the
        prospective policy amount, showing the status of title of the Land and all
        exceptions (including, but not limited to, easements, declarations,
        restrictions, rights-of-way, covenants, reservations, encumbrances, liens
        and
        other conditions, if any, affecting the Land) which would appear in an Owner
        Policy of Title Insurance, when issued, together with true, correct and legible
        copies of all items and documents referred to therein including copies of
        tax
        certificates covering all taxes affecting the Property. With regard to the
        standard printed exceptions and other exceptions commonly included in title
        commitments, the exception for areas and boundaries shall (at Seller’s expense)
        be endorsed to provide that the exception shall be amended at Closing to
        except
        only to “Shortages in Area” upon receipt from Seller of a survey acceptable to
        the Title Company and the applicable premium therefor paid by Purchaser;
        no
        exceptions shall be permissible for parties in possession, except pursuant
        to
        recorded leases; the exception for restrictive covenants shall be deleted
        or
        endorsed “None of Record except... (with an express description by applicable
        recording data of those restrictive covenants and declarations of covenants
        affecting the Land)”; the exception for taxes shall be limited to standby fees
        and taxes owing for the year in which the Closing occurs and subsequent years
        and subsequent assessments for prior years due to changes in land use of
        the
        Property; there shall be no exception for any lien for service, labor or
        materials heretofore or hereafter provided, imposed by law and not shown
        by the
        public records; and there shall be no general exception for visible and apparent
        easements or roads and highways or similar items (with any such specific
        exception to be specifically referenced to, and shown on, the Survey described
        in Section 2.3 and also identified by any applicable recording
        data).

    

    
      


    

    
      2.2           [Intentionally
        deleted]

    

    
      


    

    
      2.3           Survey.
        Purchaser here by acknowledges that it is in receipt of a current “as-built”
survey of the Land and Improvements (“Survey”), prepared by a duly licensed land
        surveyor or engineer reasonably acceptable to the Title Company and Seller.
        The
        Survey shall be currently dated, shall show the location on the Land of all
        improvements, buildings and set-back lines, fences, evidence of abandoned
        fences, ponds, creeks, streams, rivers, officially designated 100-year flood
        plains and flood prone areas, canals, ditches, ponds, streams, rivers, creeks,
        watercourses, easements, roads, rights-of-way and encroachments, and shall
        contain a legal description of the boundaries of the Land by metes and bounds
        (which shall include a reference to the recorded plat, if any), and a
        computation of the area comprising the Land in both acres and square feet
        (to
        the nearest one-thousandth of said respective measurement). At the Closing,
        the
        metes and bounds description of the Land reflected in the Survey will be
        used in
        the Deed (hereinafter defined) and any other documents requiring a legal
        description of the Land. The surveyor shall certify to Seller, to the Purchaser
        and/or its assigns, to Purchaser’s lender, and to the Title Company, in form
        acceptable to the Purchaser, that the Survey is correct and was made on the
        ground; that there are no visible discrepancies, conflicts, encroachments,
        protrusions, overlapping of improvements, violations of building or set-back
        lines, fences, evidence of abandoned fences, ponds, creeks, streams, rivers,
        officially designated 100-year flood plains or flood prone areas, canals,
        ditches, ponds, streams, rivers, creeks, watercourses, easements, roads or
        rights-of-way (except as are clearly shown and described on the survey plat);
        and that the computation of the area of the land shown is correct. Any and
        all
        recorded matters shown on the Survey shall be legibly identified by appropriate
        volume and page recording references with dates of recording noted and the
        Survey shall show the location of all adjoining streets.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      2.4           Review
        Period and Cure Period. Purchaser shall have until the earlier to occur
        of (i) 5 days following the receipt of the Title Commitment or (ii) the
        expiration of the Inspection Period (hereinafter defined), to review the
        Title
        Commitment, and Survey (“Review Period”). In the event any
        exceptions to title appear in the Title Commitment, or any Uniform Commercial
        Code filings exist, or any matters appear in the Survey, that are unacceptable
        to Purchaser, Purchaser shall, within said Review Period, notify Seller in
        writing of such fact. Upon the expiration of said Review Period, Purchaser
        shall
        be deemed to have accepted all exceptions to title referenced in the Title
        Commitment and all matters shown on the Survey except for matters which are
        the
        subject of a notification permitted under the following sentence, and such
        accepted exceptions shall be included in the term “Permitted Exceptions” as used
        herein. In the event that Purchaser does object to any title exceptions or
        matters shown in the Title Commitment and/or the Survey within the Review
        Period, Seller shall have ten (10) days from receipt of notice of such
        objections ( “Cure Period”) within which to eliminate or modify
        any such unacceptable exceptions or items to the reasonable satisfaction
        of
        Purchaser. Seller may, but shall have no obligation, to eliminate any such
        unacceptable exceptions or items in order to so eliminate or modify such
        unacceptable items. In the event that Seller is unable or unwilling to eliminate
        or modify such unacceptable items to the reasonable satisfaction of Purchaser
        on
        or before the expiration of said Cure Period, Seller shall notify Purchaser
        in
        writing of such fact within said Cure Period. In the event Seller notifies
        Purchase that it is unwilling or unable to cure such unacceptable exceptions
        or
        Seller fails to notify Purchaser whether or not it will cure such items,
        Purchaser shall, on or before ten (10) days after the expiration of the Cure
        Period, either (a) waive such objections and accept title to the Property
        subject to such unacceptable items (which items shall then be deemed to
        constitute part of the “Permitted Exceptions”)
or (b) terminate this Agreement by written
        notice to Seller and receive
        an immediate refund of the Earnest Money, plus all accrued interest thereon,
        whereupon this Agreement shall automatically be rendered null and void and
        of no
        further force and effect. The failure of Purchaser to so notify Seller of
        its
        decision on or before the ten (10) days after the expiration of the Cure
        Period
        shall be deemed to constitute Purchaser’s election to accept title to the
        Property subject to the unacceptable items.

    

    
      


    

    
      2.5           Inspection
        by Purchaser. Purchaser shall have the right, at Purchaser’s expense,
        through July 12, 2007 (the “Inspection Period”) to inspect the
        Property and all documents in Seller’s possession
        relating to the Property and operations thereof, including without limitation
        books, records, service contracts, real estate tax statements covering the
        Property for the current year, all environmental reports covering the Property,
        if any, and other documents maintained by or for the Seller, and to conduct
        such
        due diligence review, inspections (including environmental inspection), tests
        and studies (including economic feasibility studies) (“Other Related
        Documents”) as Purchaser may deem necessary or appropriate in order to
        determine if the Property is in satisfactory condition and is suitable for
        Purchaser’s purpose.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      Purchaser
        hereby acknowledges that Seller delivered and that Purchaser is in receipt
        of
        all documents that were in Seller’s possession
        relating to the Property and operations thereof, and Other Related
        Documents.

    

    
      


    

    
      Purchaser
        shall provide Seller with a copy of any and all reports, inspections, tests
        and
        studies, or any other documents created in connection with a due diligence
        review pursuant to this provision, including without limitation Phase I and
        Phase II Environmental Report.

    

    
      


    

    
      At
        least
        twenty-four (24) hours prior to any entry of the Property to conduct any
        supervised physical testing or inspection, Purchaser shall: (i) deliver to
        Seller telephonic, e-mail, or written notice of its intention to the enter
        the
        Property, and Seller shall have the right to have one or more of its agents
        and/or representatives accompany the Purchaser and (ii) provide Seller
        sufficient evidence to show that Purchaser and its agents and representatives
        who entered the Property are adequately covered by policies of insurance,
        issued
        by a carrier reasonably acceptable to Seller, insuring Purchaser and Seller
        against any and all liability arising out of Purchaser’s or Purchaser’s agents’
or representatives’ entry upon and investigation respecting the
        Property.

    

    
      


    

    
      Purchaser
        shall indemnify, and hold harmless Seller for all reasonable costs and expenses
        required to repair or restore any property damaged by Purchaser or its agents
        in
        conducting such tests. The indemnification of Seller by Purchaser in the
        preceding sentence shall survive the termination of this Agreement or the
        Closing.

    

    
      


    

    
      During
        the Inspection Period, Purchaser may, at Purchaser’s election
        and at
        its sole expense, perform any or all of the following, and Seller shall have
        absolutely no responsibility, obligation for payment of or reimbursement
        for, or
        liability in connection with such items:

    

    
      


    

    
      (a)           Obtain
        a written commitment from the appropriate Governmental Authority that following
        the Closing, the Property will be appropriately zoned for Purchaser’s intended
        use thereof.

    

    
      


    

    
      (b)           Obtain
        from the appropriate Governmental Authorities all permits, approvals and
        consents (or written commitments that such will be forthcoming) required
        by such
        Governmental Authorities, or alternatively satisfy itself that all such required
        permits, approvals and consents are readily obtainable, including without
        limitation any and all access and building permits, environmental and ecological
        approvals, subdivision plat approvals, site plan approvals, utility hook-up
        permits, and lot split approvals.

    

    
      


    

    
      (c)           Conduct
        a Phase I environmental assessment of the Property, and conduct such additional
        environmental studies or assessments as Purchaser may deem appropriate. In
        that
        connection, Purchaser will rely solely on such assessments and reports which
        Purchaser shall conduct, and no representations, warranties, reports or
        environmental assessments provided by Seller will be relied upon by Purchaser
        in
        respect to the Property condition or Purchaser’s decision to purchase
        same.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      In
        the
        event that Purchaser shall fail to close on the purchase of the Property,
        Purchaser will restore the Land and the Property to its condition immediately
        prior to Purchaser’s conducting of such inspections and
        tests.

    

    
      


    

    
      2.6           Termination
        During Inspection Period. If the Purchaser determines, in Purchaser’s
        sole discretion, that the Property is not suitable for any reason for
        Purchaser’s intended use or is not in satisfactory condition, then Purchaser may
        terminate this Agreement by providing written notice of termination within
        the
        Inspection Period. The Earnest Money shall be refunded to the Purchaser less
        the
        sum of $100.00 to be retained by Seller as independent consideration for
        Purchaser’s right to terminate under this provision. If the Purchaser does not
        terminate this Agreement within the Inspection Period, any objections with
        respect to the condition of the Property, inspection, studies, and assessments
        under Section 2.2 shall be deemed waived by the Purchaser.

    

    
      


    

    
      ARTICLE
        III

    

    
      


    

    
      REPRESENTATIONS,
        WARRANTIES, COVENANTS,

    

    
      AND
        AGREEMENTS

    

    
      


    

    
      3.1           Representations
        and Warranties of Purchaser.

    

    
      


    

    
      To
        induce
        Seller to enter into this Agreement and to consummate the sale and purchase
        of
        the Property in accordance herewith, Purchaser represents and warrants to
        Seller, as of the Effective Date and as of the Closing Date, except where
        specific reference is made to another date or dates, in which case the other
        date or dates will apply, that:

    

    
      


    

    
      (a)           Purchaser
        has full power and authority to execute, deliver, and consummate this Agreement
        subject to the conditions to Closing set forth in this Agreement. No provisions
        exist in any contract, document, or other instrument to which Purchaser is
        a
        party or by which Purchaser is bound that would be violated by consummation
        of
        the transactions contemplated by this Agreement.

    

    
      


    

    
      (b)           Purchaser
        is a limited partnership duly organized, validly existing, and in good standing
        under the laws of the State of Texas.

    

    
      


    

    
      (c)           Neither
        the execution nor delivery of this Agreement by Purchaser will result in
        a
        violation or breach of any term or provision or constitute a default under
        any
        agreement to which Purchaser is a party.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      3.2           Representations
        and Warranties of Seller.

    

    
      


    

    
      To
        induce
        Purchaser to enter into this Agreement and to consummate the sale and purchase
        of the Property in accordance herewith, Seller represents and warrants to
        Purchaser as of the Effective Date and as of the Closing Date, except where
        specific reference is made to another date or dates, in which case the other
        date or dates will apply, that:

    

    
      


    

    
      (a)           There
        are no actions, suits or proceedings pending or, to the best knowledge and
        belief of Seller, threatened or asserted against Seller affecting any portion
        of
        the Property, at law or in equity or before or by any federal, state, municipal
        or other governmental department, commission, board, bureau, agency or
        instrumentality, domestic or foreign;

    

    
      


    

    
      (b)           Seller
        has not received any notices of any condemnation actions, special assessments
        or
        increases in the asserted valuation of taxes or other impositions of any
        nature
        which are pending or being contemplated with respect to the Property or any
        portion thereof;

    

    
      


    

    
      (c)           Except
        as to the Permitted Exceptions, there are no liens or security interests
        against
        the Land, the Improvements or against any other portion of the Property (which
        will not be paid on or before Closing), nor are there any actions pending
        which
        would result in the creation of any lien for any Improvements, and Seller
        shall
        not create or voluntarily permit to be created any liens, easements or other
        conditions affecting any portion of the Property without the prior written
        consent of Purchaser. At the Closing, there will be no unpaid bills or claims
        in
        connection with any construction or repair of the Improvements or other work
        performed or material purchased in connection with the
        Improvements;

    

    
      


    

    
      (d)           Seller
        has full power and authority to execute, deliver, and consummate this Agreement
        subject to the conditions to Closing set forth in this Agreement, and by
        proper
        corporate action has duly authorized the execution and delivery of this
        Agreement and the consummation of the transaction herein
        contemplated;

    

    
      


    

    
      (e)           This
        Agreement is a valid obligation of Seller and is binding upon Seller in
        accordance with its terms;

    

    
       

    

    
      (f)           Seller
        is the owner of good and indefeasible fee simple title to the Property, free
        and
        clear of any liens, deeds of trust, pledges, security interests, leases,
        charges, encumbrances or restrictions of any kind, except as will be shown
        in
        the Title Commitment to be provided in accordance with this Agreement (which
        liens, deeds of trust, and security interests will be released at Closing
        as a
        condition precedent to Closing);

    

    
      


    

    
      (g)           Seller
        has paid all taxes, charges and assessments (special or otherwise) required
        to
        be paid to any taxing authority which could in any way now or hereafter
        constitute a lien against the Property or any part thereof (except for taxes
        and
        assessments payable during the current year). Seller has not received any
        notice
        from any taxing authority or governmental agency asserting that Seller has
        failed to file or has improperly filed any tax return or report required
        to be
        filed by it, or that it has not paid all taxes, charges or assessments now
        owing
        by it (except current taxes and assessments not yet delinquent) which could
        in
        any way now or hereafter constitute a lien against the Property or any part
        thereof; and no action or proceeding is now pending by a governmental agency
        or
        authority for the assessment or collection of such taxes, charges or assessments
        against Seller; and

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      (h)           Neither
        the execution nor delivery of this Agreement by Seller will result in a
        violation or breach of any term or provision or constitute a default under
        any
        agreement to which Seller is a party.

    

    
      


    

    
      ARTICLE
        IV

    

    
      


    

    
      THE
        CLOSING

    

    
      


    

    
      4.1           The
        Closing Date. The consummation of the transactions contemplated by this
        Agreement (the “Closing”) shall take place in the offices of
        the Title Agent within fifteen (15) days after the expiration of the Inspection
        Period, but not later then July 31, 2007 (the “Closing
        Date”).

    

    
      


    

    
      4.2           Seller’s
        Obligations at the Closing. Seller shall deliver or cause to be
        delivered to Purchaser the following items at the Closing (or by such earlier
        date as specifically stated):

    

    
      


    

    
      
        	
              	
                (a)

              	
                Special
                  Warranty Deed (the “Deed”), in the form attached hereto
                  as Exhibit “B” executed by Seller, conveying marketable title to the Land
                  and Improvements to Purchaser, subject to the Permitted
                  Exceptions,

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                Certificate
                  of non-foreign status (the “Certificate of
                  Nonforeign Status”), in the form attached hereto as Exhibit
                  “C.”

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                Owner
                  Policy of Title Insurance (the “Owner Title Policy” )
                  issued by the Title Company, insuring good and indefeasible title
                  to the
                  Property in Purchaser in a face amount equal to the Purchase Price,
                  and
                  containing no exceptions other than the Permitted Exceptions. Purchaser
                  may request and obtain deletion of the survey exception save “shortages in
                  area” at its sole cost and expense. Seller agrees to take all reasonable
                  actions that may be required by the Title Company as a condition
                  to
                  issuing the Owner Title Policy including, but not limited to, providing
                  aSeller’s
                  affidavit
                  attesting that, to the best of Seller’s knowledge: (a) no individual or
                  entity has any claim against the Property under the applicable
                  contractor’s lien laws; and (b) except for Seller, no individual or entity
                  is either in possession of the Property or has a possessory interest
                  or
                  claim in the Property.

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                Possession
                  of Property, together with all keys and electronic pass cards or
                  devices
                  to all entrance doors to the Property, to the extent in Seller’s
                  possession.

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	
              	
                (e)

              	
                Such
                  evidence of the authority of Seller to consummate the Closing as
                  the title
                  Company and Purchaser may reasonably
                  require.

              


      

    

    
      


    

    
      
        	
              	
                (f)

              	
                Such
                  other documents as the Title Agent, Title Company or Purchaser
                  may
                  reasonably request.

              


      

    

    
      


    

    
      
        	
              	
                (g)

              	
                Any
                  and all documents which shall be necessary to complete the satisfaction
                  of
                  the Title Requirements set forth in Schedule C of the
                  Commitment

              


      

    

    
      


    

    
      
        	
              	
                (h)

              	
                Current
                  real estate ad valorem tax statements covering the Land and Improvements,
                  if available and if not previously furnished, and tax certificates
                  for the
                  previous year.

              


      

    

    
      


    

    
      4.3           Purchaser’s
        Obligations at
        the Closing. Purchaser shall deliver or cause to be delivered to Seller
        the following items at the Closing:

    

    
      


    

    
      
        	
              	
                (a)

              	
                The
                  Purchase Price required by Section 1.2 above, by delivery to Seller
                  of cash or immediately available wire transferred
                  funds.

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                Such
                  evidence of the authority of Purchaser to consummate the Closing
                  as the
                  Title Agent, Title Company and Seller may reasonably
                  require.

              


      

    

    
       

    

    
      4.4           Closing
        Costs. Seller shall pay the basic premium for the Title Policy (Texas
        form T-l), the fee for preparation and recording the Deed, and fifty percent
        (50%) of all other escrow and closing costs. Purchaser shall pay any documentary
        transfer tax and sales taxes due in connection with the consummation of the
        transaction contemplated herein, all costs and expenses incurred in connection
        with obtaining any financing for the purchase of the Property, including
        title,
        escrow, documentation and appraisal costs relating thereto, and any lender’s
        policy of title insurance, the cost of any title endorsements including the
        survey endorsement, and fifty percent (50%) of all other escrow and closing
        costs.

    

    
      


    

    
      4.5           Prorations.
        At the Closing, the following items of revenue and expense shall be adjusted
        and
        apportioned in cash as of 11:59 p.m. on the day preceding the Closing Date
        (the
“Adjustment Date”):

    

    
      


    

    
      
        	
              	
                (a)

              	
                Real
                  estate and other ad valorem taxes, assessments, personal property
                  or use
                  taxes and sewer charges, on the basis of the fiscal year for which
                  such
                  taxes or charges are assessed. If the actual ad valorem taxes are
                  not
                  available on the Closing Date for the tax year in which the Adjustment
                  Date occurs, the proration of such taxes at the Closing shall be
                  estimated
                  based upon the most current information available to the parties,
                  including information disclosed by the local tax office or other
                  public
                  information. “When actual figures are published or otherwise become
                  available, Seller and Purchaser shall make such further adjustment
                  as
                  necessary to cause the proration to be accurate as of the Closing
                  Date.
                  Purchaser acknowledges that Seller may currently be appealing the
                  valuation of the Property and agrees that Seller shall be entitled,
                  at
                  Seller’s cost and expense, to pursue such appeal to completion and to
                  receive (i) any tax refunds for years prior to the year of the
                  Closing,
                  and (ii) a pro rata share of any tax refund for the year of the
                  Closing,
                  which pro rata share shall be calculated by multiplying the amount
                  of the
                  tax refund by the number of days in the year of the Closing that
                  have
                  elapsed prior to the Closing and dividing such product by 365.
                  Further,
                  with respect to any such appeal, if any tax refund creates an obligation
                  to reimburse any tenants for any rents paid, that portion of such
                  refund
                  equal to the amount of such required reimbursement (after deduction
                  of
                  allocable expenses as may be provided in the Tenant Lease to such
                  tenant)
                  shall be paid to Purchaser and Purchaser shall disburse the same
                  to such
                  tenant.

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	
              	
                (c)

              	
                All
                  costs and expenses of operating the Property shall be determined
                  to the
                  Adjustment Date and paid by the Seller. If invoices for any of
                  such
                  charges, expenses or income figures to the Adjustment Date are
                  unavailable
                  on the Closing Date, a readjustment of these items will be made
                  when such
                  information becomes
                  available.

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                No
                  provision has been made for the proration of water charges, fuel
                  charges
                  or utility charges (including, without limitation, telephone, gas
                  and
                  electricity) as Seller shall terminate its account (but not the
                  service
                  itself) with the providers of all such services as of the Adjustment
                  Date
                  and the Purchaser shall, prior to the Closing Date, make application
                  to
                  the providers of such services for the continuation of such services
                  in
                  the name of Purchaser or its designee. It is anticipated that in
                  connection with all such services, the meters will be read on or
                  about the
                  Adjustment Date and the Seller shall be responsible for paying
                  the bills
                  for such services accruing prior to the Adjustment Date and the
                  Purchaser
                  shall be responsible for the payment of all such accounts accruing
                  on or
                  after the Adjustment Date. If any such accounts are not handled
                  in this
                  matter, they shall be prorated as of the Adjustment Date in the
                  manner
                  described in Section 4.5(a) above. Seller shall be entitled to
                  receive and retain all refundable cash or other deposits posted
                  with
                  utility companies serving the
                  Property.

              


      

    

    
      


    

    
      4.6           Lease.
        At Closing, Seller shall have the right to lease all improvements in accordance
        with the lease attached hereto marked Exhibit “E” and made a part hereof for all
        intents and purposes.

    

    
      


    

    
      ARTICLE
        V

    

    
      


    

    
      DAMAGE
        OR CONDEMNATION PRIOR TO THE CLOSING

    

    
      


    

    
      5.1           Damage.
        If, at any time after the Effective Date and on or before the Closing
        Date, all or any portion of the Property is damages, destroyed or rendered
        inoperative (collectively, the “Damage”), by fire, flood,
        natural elements or other causes, Seller shall promptly notify Purchaser
        of such
        Damage and then the following shall apply:

    

    
      


    

    
      
        	
              	
                (a)

              	
                If
                  the damage is not Material (hereinafter defined), Purchaser shall
                  proceed
                  to close and purchase the Property as diminished by such Damage,
                  subject
                  to a reduction in the Purchase Price equal to the full estimated
                  cost of
                  repairing or restoring the
                  Damage.

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	
              	
                (b)

              	
                If
                  the Damage is Material, then Purchaser, at its sole option, may
                  elect
                  either (i) to terminate this Agreement by written notice to Seller
                  given
                  at or prior to the Closing;, whereupon the Title Agent shall immediately
                  return the Earnest Money to Purchaser and, upon Purchaser’s receipt
                  thereof, neither party hereto shall have any further rights against,
                  or
                  obligations to, the other under this Agreement; or (ii) to agree
                  to close
                  and deduct from the Purchase Price the full estimated cost of repairing
                  or
                  restoring the Damage.

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                If
                  the Damage is covered by insurance, the purchaser shall have the
                  right to
                  elect to close the purchase of the Property in its condition (with
                  respect
                  to the Damage covered by insurance) on the Closing Date and to
                  receive a
                  credit against the Purchase Price in the amount of any deductible,
                  and
                  take an assignment of the insurance proceeds, in which event Seller
                  shall
                  assign such insurance proceeds to the Purchaser, remit to Purchase
                  any
                  insurance proceeds received by Seller and shall permit Purchaser
                  to
                  conduct any remaining settlement or other negotiations with the
                  insurer as
                  to the amount of proceeds payable on account of the
                  Damage.

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                For
                  the purposes of this Section 5.1, Damage shall be deemed to be
                  “Material” if the cost of repairing the Damage equals or
                  exceeds the Purchase Price. The cost of repairing the Damage shall
                  be
                  determined in the following manner: Within 10 days after the Damage
                  occurs, each party shall designate an engineering firm to act on
                  its
                  behalf, and the firms designated shall promptly consult with each
                  other in
                  an attempt to mutually agree upon the cost of repairing the Damage.
                  If the
                  firms cannot agree on the cost within the 10-day period after they
                  have
                  both been designated, they shall, within five days after such 10-day
                  period, designate a third engineering firm, which. shall be instructed
                  to
                  determine the cost of repairing the Damage within 10 days after
                  its
                  designation. The cost of repairing the Damage as determined by
                  the third
                  engineering firm shall be
                  conclusive.

              


      

    

    
      


    

    
      5.2           Condemnation.
        After the Effective Date, in the event of a taking or threatened
        taking
        by condemnation or similar proceedings or actions of all the Property, or
        any
        portion of the Property, Purchaser shall have the option to terminate this
        Agreement upon written notice to Seller within five (5) business days after
        Purchaser receives notice of such taking or of such threatened taking, and
        upon
        receipt of such notice Seller shall promptly refund the Earnest Money to
        Purchaser. If Purchaser does not exercise its option under the immediately
        preceding sentence of this Section to terminate this Agreement, then the
        Agreement shall remain in full force and effect and Seller shall assign or
        pay
        to Purchaser at Closing, Seller’s entire interest in and to any and all
        condemnation awards or proceeds from any such proceedings or actions in lieu
        thereof.

    

    
      


    

    
      ARTICLE
        VI

    

    
      


    

    
      DEFAULTS

    

    
      


    

    
      6.1           Default
        by Seller. In the event Purchaser is ready, willing and able to deliver
        all required items and close at the appointed time as provided herein, Seller
        defaults in its obligations to sell the Property, Purchaser shall be entitled,
        as its sole and exclusive remedy, to the return of the Earnest Money and
        reimbursement from Seller to Purchaser of its actual out-of-pocket expenses
        incurred in connection with this transaction, which return and payment shall
        operate to terminate this Agreement and release Seller from any and all duties,
        obligations and liability hereunder.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      6.2           Default
        by Purchaser. In the event Seller is ready, willing and able to deliver
        all required items and close at the appointed time as provided herein and
        Purchaser defaults in its obligations to purchase the Property, Seller may,
        as
        its sole and exclusive remedy for such breach, terminate this Agreement by
        written notice to Purchaser and the Title Agent, and upon any such termination
        the Title Agent shall immediately deliver the Earnest Money to Seller as
        liquidated damages for the breach of this Agreement, it being agreed between
        the
        parties hereto that the actual damages to Seller in the event of such breach
        are
        impractical to ascertain and the amount of the Earnest Money is a reasonable
        estimate thereof. Seller expressly waives its right to specific performance
        or
        damages against Purchaser.

    

    
      


    

    
      ARTICLE
        VII

    

    
      


    

    
      MISCELLANEOUS

    

    
      


    

    
      7.1           Notices.
        Any notice, request, demand, instruction or other communication
        to be
        given to either party hereunder, shall be in writing and shall either be
        (i)
        hand-delivered; (ii) sent by recognized overnight mail service, or (iii)sent
        by
        confirmed telephone facsimile transmission to Seller, Seller’s attorney,
        Purchaser and Purchaser’s attorney, at their respective addresses set forth
        below. Notice shall be deemed to have been given upon receipt or refusal
        of
        delivery of said notice. The addressees and addresses for purposes of this
        paragraph may be changed by giving notice. Unless and until such written
        notice
        is received the last addressee and address stated herein shall be deemed
        to
        continue in effect for purposes hereunder. Such notices shall be given to
        the
        parties hereto at the following addresses or, if given by facsimile transmission
        over the telephone, at the following FAX numbers:

    

    
      


    

    
      	
              If
                to Seller,
                to:

            	
              Standard
                Motor Products, Inc.

            	 	
              
                cc:
                  William D. Hayward

              

            
	 	
              37-18
                Northern Blvd.

            	 	
              
                Hiersche,
                  Hayward, Drakeley,
                  &Urbach

              

            
	 	
              Long
                Island City, NY 11101

            	 	
              
                15303
                  Dallas Pkwy, Suite 700

              

            
	 	
              Telephone:
                718-392-0200

            	 	
              
                Addison,
                  Texas 75001

              

            
	 	
              Telecopier:
                718-784-3284

            	 	
              
                Telephone:
                  972-701-7004

              

            
	 	 	 	
              
                Telecopier:
                  972-701-8765

              

            
	 	 	 	 
	 	 	 	 
	
              
                If
                  to Purchaser, to:

              

            	
              
                Jon
                  Thompson

              

            	 	
              
                cc:
                  William M. Warren

              

            
	 	
              
                The
                  Leather Factory, L.P.

              

            	 	
              
                Loe,
                  Warren, Rosenfield, Kaitcer, Hibbs& Windsor,
                  P.C.

              

            
	 	
              
                P.O.
                  Box 50429

              

            	 	
              
                P.O.
                  Box 100609

              

            
	 	
              
                Fort
                  Worth, Texas 76105

              

            	 	
              
                4420
                  W. Vickery Blvd.

              

            
	 	
              
                Telephone:
                  817-496-4414

              

            	 	
              
                Fort
                  Worth, Texas 76185-0609

              

            
	 	
              
                Telecopier:
                  817-496-9806

              

            	 	
              
                Telephone:
                  817-377-0060

              

            
	 	 	 	
              
                Telecopier:
                  817-377-1120

              

            


    

    
      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    
      


    

    
      7.2           Brokerage
        Fees and Commissions. Conditioned upon the actual consummation of the
        sale contemplated hereby, Seller agrees to pay commission to Trey Fricke,
        Lee
& Associates, 5050 Quorum Dr., Suite 460, Dallas, Texas 75254
        (“Broker”) pursuant to separate Brokerage
        Agreement executed between Seller and Broker, and Seller agree to pay commission
        of three percent (3%) to The Staubach Company, 201 Main Street, Suite 1810,
        Fort
        Worth, Texas, 76102. If the sale contemplated hereby is not actually consummated
        for any reason, including the default of either or both parties, no commission
        shall be payable.

    

    
      


    

    
      7.3           Entire
        Agreement. This Agreement embodies and constitutes the entire
        understanding between the parties hereto with respect to the transactions
        contemplated herein, and all prior or contemporaneous agreements,
        understandings, representations and statements, oral or written, are merged
        into
        this Agreement.

    

    
      


    

    
      7.4           Modification.
        Neither this Agreement nor any provision hereof may be waived,
        modified, amended, discharged or terminated except as provided herein or
        by an
        instrument in writing, signed by the party against which the enforcement
        of such
        waiver, modification, amendment, discharge or termination is sought, and
        then
        only to the extent set forth in such instrument.

    

    
      


    

    
      7.5           Applicable
        Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
        WITH, THE LAWS OF THE STATE OF TEXAS.

    

    
      


    

    
      7.6           Headings.
        Descriptive headings are used in this Agreement for convenience
        only
        and shall not control, limit, amplify or otherwise modify or affect the meaning
        or construction of any provision of this Agreement.

    

    
       

    

    
      7.7           Binding
        Effect. Subject to the provisions of Section 7.8, this Agreement
        shall be binding upon and shall inure to the benefit of the parties hereto
        and
        their respective permitted successors and assigns.

    

    
      


    

    
      7.8           Assignment.
        Purchaser shall not assign this Agreement, in whole or in part,
        without
        Seller’s written consent. Any such assignment shall be null and
        void.

    

    
      


    

    
      7.9           Discharge
        of Obligations. The acceptance of the Deed by Purchaser shall be deemed
        to be a fall performance and discharge of every representation and warranty
        made
        by Seller herein and every agreement and obligation on the part of Seller
        to be
        performed pursuant to the provisions of this Agreement, except those, if
        any,
        which are herein specifically stated to survive Closing.

    

    
      


    

    
      7.10           Time
        of Essence. Time is of the essence of this Agreement and of each
        covenant and agreement that is to be performed at a particular time or within
        a
        particular period of time. However, if the final date of any period which
        is set
        out in any provision of this Agreement or the Closing Date falls on a Saturday,
        Sunday or legal holiday under the laws of the United States or the State
        of
        Texas, then the time of such period or the Closing Date, as the case may
        be,
        shall be extended to the next date which is not a Saturday, Sunday or legal
        holiday.

    

    
      


    

    
      7.11           Invalid
        Provision. If any provision of this Agreement is held to be illegal,
        invalid or unenforceable under present or future laws, such provision shall
        be
        fully severable; this Agreement shall be construed and enforced as if such
        illegal, invalid or unenforceable provision had never comprised a part of
        this
        Agreement; and the remaining provisions of this Agreement shall remain in
        full
        force and effect and shall not be affected by such illegal, invalid or
        unenforceable provision or by its severance from this
        Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      7.12           Disclaimers.

    

    
      


    

    
      (a)           AS
        A MATERIAL INDUCEMENT TO SELLER TO ENTER INTO THIS AGREEMENT AND TO SELL
        THE
        PROPERTY TO PURCHASER, PURCHASER HEREBY ACKNOWLEDGES AND AGREES
        THAT;   (i) PURCHASER IS PURCHASING THE PROPERTY IN “AS IS, WHERE
        IS CONDITION, WITH ALL FAULTS”; (ii) PURCHASER IS PURCHASING THE PROPERTY
        SUBJECT TO ALL EXISTING LAWS,  STATUTES, ORDINANCES, CODES, RULES AND
        REGULATIONS, AND PURCHASER SHALL BE RESPONSIBLE FOR THE PAYMENT OF ALL
        CONNECTION CHARGES, PRO RATA FEES, DEVELOPER LIABILITY PAYMENTS AND LIKE
        CHARGES, FEES AND PAYMENTS REQUIRED IN CONNECTION WITH THE UTILIZATION OF
        UTILITIES, ROADS OR OTHER SIMILAR IMPROVEMENTS TO SERVE THE PROPERTY AND/OR
        ANY
        IMPROVEMENTS EXISTING OR HEREAFTER CONSTRUCTED OR PLACED THEREON; (HI) EXCEPT
        AS
        EXPRESSLY SET FORTH IN THIS AGREEMENT AND EXCEPT FOR THE SPECIAL WARRANTY
        OF
        TITLE CONTAINED IN THE DEED, NEITHER SELLER NOR ANY PARTY REPRESENTING SELLER
        HAS MADE ANY WARRANTY OR REPRESENTATION TO PURCHASER, EXPRESS OR IMPLIED,
        ORAL
        OR WRITTEN, WITH RESPECT TO THE
        PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR
        REPRESENTATIONS CONCERNING HABITABILITY, SUITABILITY, MERCHANTABILITY,
        WORKMANSHIP, ENVIRONMENTAL CONDITIONS, INCOME TO BE DERIVED FROM THE PROPERTY,
        EXPENSES TO BE INCURRED IN CONNECTION WITH THE PROPERTY, ZONING, BUILDING
        CODE,
        PLATTING, SUBDIVISION, ACCESS, AVAILABILITY OF UTILITIES OR COMPLIANCE WITH
        ANY
        LAWS, STATUTES, ORDINANCES, CODES, RULES OR REGULATIONS; AND (IV) EXCEPT
        FOR THE
        EXPRESS WARRANTIES AND REPRESENTATIONS CONTAINED IN THIS AGREEMENT AND THE
        SPECIAL WARRANTY OF TITLE CONTAINED IN THE DEED, PURCHASER WILL NOT RELY
        ON ANY
        WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ORAL OR WRITTEN, OF SELLER
        OR
        ANY PARTY REPRESENTING SELLER BUT INSTEAD WILL RELY ON
        PURCHASER’S AND ANY CONSULTANT(S)’ INSPECTIONS, TESTS, SURVEYS,
        PROCEDURES AND INVESTIGATIONS OF THE PROPERTY.  PURCHASER FURTHER
        ACKNOWLEDGES AND AGREES THAT ANY REPORTS, AUDITS, ASSESSMENTS,
        STUDIES  OR OTHER INFORMATION WITH RESPECT OR PERTAINING TO THE
        PROPERTY  FURNISHED TO PURCHASER BY SELLER  (INCLUDING, WITHOUT
        LIMITATION, ANY ENVIRONMENTAL REPORTS AND ANY ENGINEERING REPORTS) OR BY
        ANY
        PARTY REPRESENTING SELLER HAVE BEEN PROVIDED BY SELLER TO PURCHASER WITHOUT
        ANY
        WARRANTY OR REPRESENTATION, EXPRESS  OR IMPLIED, ORAL OR WRITTEN,
        CONCERNING THE ADEQUACY OR THE ACCURACY THEREOF AND THAT PURCHASER WILL NOT
        RELY
        THEREON BUT INSTEAD WILL RELY ON PURCHASER’S OR ON THE APPLICABLE CONSULTANT(S)’
INVESTIGATIONS OF THE PROPERTY TO DETERMINE WHETHER THE PROPERTY IS IN A
        CONDITION . SATISFACTORY TO PURCHASER AND WHETHER THE PROPERTY IS SUITABLE
        FOR
        PURCHASER’S INTENDED USE. The deed conveying the property to Purchaser at
        Closing shall contain a provision substantially identical to that which is
        set
        forth above.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      (b)          IF
        THIS AGREEMENT IS CLOSED, AS A MATERIAL INDUCEMENT TO SELLER TO SELL THE
        PROPERTY TO PURCHASER, PURCHASER AGREES THAT: (i) PURCHASER IS EXPRESSLY
        ASSUMING ALL RISKS, DUTIES AND OBLIGATIONS ARISING OR RESULTING FROM THE
        EXISTENCE OF ANY ADVERSE CONDITION IN, ON, UNDER OR ABOUT THE PROPERTY; AND
        (ii)
        EXCEPT IN THE INSTANCE OF FRAUD, PURCHASER HEREBY RELEASES SELLER AND SELLER’S
        EMPLOYEES, AGENTS AND CONTRACTORS FROM ALL RESPONSIBILITY AND LIABILITY FOR
        ANY
        AND ALL COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES,
        ATTORNEYS’ DISBURSEMENTS AND COURT COSTS), DAMAGES, LOSSES, CLAIMS, CAUSES OF
        ACTION, LIABILITIES, LIENS, ENCUMBRANCES, PENALTIES, FINES AND CHARGES,
        REGARDLESS OF WHETHER ANY OF SUCH CLAIMS, CAUSES OF ACTIONS OR OTHER MATTERS
        ARE
        FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED OR ACTUAL NEGLIGENCE OR STRICT
        LIABILITY OF SELLER OR SELLER’S EMPLOYEES, AGENTS AND CONTRACTORS, ARISING OR
        RESULTING FROM OR PERTAINING IN ANY WAY TO THE CONDITION, VALUATION OR UTILITY
        OF THE PROPERTY OTHER THAN THOSE (IF ANY) ARISING OUT OF ANY OF THE
        WARRANTIES AND REPRESENTATIONS CONTAINED IN THIS AGREEMENT BEING
        INCORRECT.

    

    
      


    

    
      PURCHASER
        AND SELLER AGREE THAT THE PROVISIONS OF THIS SECTION 7.12 SHALL SURVIVE
        THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS
        AGREEMENT.

    

    
      


    

    
      7.13           No
        Third Party Beneficiary. The provisions of this Agreement and of the
        documents to be executed and delivered at Closing are and will be for the
        benefit of Seller and Purchaser only and are not for the benefit of any third
        party, and accordingly, no third party shall have the right to enforce the
        provisions of this Agreement or of the documents to be executed and delivered
        at
        Closing.

    

    
      


    

    
      7.14           Termination
        of Agreement. It is understood and agreed that if either Purchaser or
        Seller terminates this Agreement pursuant to a right of termination granted
        hereunder, such termination shall operate to relieve Seller and Purchaser
        from
        all obligations under this Agreement, except for such obligations as are
        specifically stated herein to survive the termination of this
        Agreement.

    

    
      


    

    
      7.15           Cross
        Indemnification. Anything to the contrary herein notwithstanding,
        Seller shall defend, indemnify and hold harmless Purchaser from all loss,
        expense (including reasonable counsel fees), damage and liability resulting
        from
        (a) claims of mechanics and materialmen based on work performed on or at
        the
        Property prior to the Closing, and (b) tort claims (including, without
        limitation, for bodily injury, wrongful death or property damage) against
        Purchaser or the Property based on causes of action which arose or accrued
        prior
        to the Closing, and (c) contract claims arising by, through, or under Seller,
        by
        tenants, employees, contractors, or utility companies, with respect to matters
        that occurred or obligations which accrued prior to the Closing. Except as
        otherwise expressly provided in this Agreement, including any express waivers
        by
        Seller, Purchaser shall defend, indemnify and hold harmless Seller from all
        loss, expense (including reasonable counsel fees), damage and liability
        resulting from (a) claims of mechanics and materialmen based on work performed
        on or at the Property on or subsequent to the Closing, and (b) tort claims
        (including, without limitation, for bodily injury, wrongful death or property
        damage) against Seller based on causes of action which arose or accrued on
        or
        subsequent to the Closing, and (c) contract claims arising by, through or
        under
        Purchaser, by tenants, employees, contractors, or utility companies, with
        respect to matters that occurred or obligations which accrued on or subsequent
        to the Closing. The indemnification obligations of Purchaser and Seller,
        as set
        forth under this Section 7.14 shall survive the Closing or any
        termination of this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      7.16           Further
        Assurances. Each party shall, when requested by the other party hereto,
        cause to be executed, acknowledged and delivered such further instruments
        and
        documents as may be necessary and proper, in the reasonable opinion of the
        requesting party, in order to carry out the intent and purpose of this
        Agreement; provided, however this Section 7.15 shall not be construed to
        increase the economic obligations or liabilities of either party
        hereto.

    

    
      


    

    
      7.17           Non-Disclosure.
        Except to the extent required by law, reasonably necessary for
        Purchaser to obtain financing for the transaction, or either party’s
        consultation with its professionals in order to comply with the terms of
        this
        Agreement, neither party will, without the prior written consent of the other
        party, and each will direct its representatives not to make, directly or
        indirectly, any public comment, statement, or communication with respect
        to, or
        otherwise to disclosure or to permit the disclosure of the existence of
        discussions regarding a possible transaction among the parties or any of
        the
        terms, conditions, or other aspects of the transaction among the parties
        or any
        of the terms, conditions, or other aspects of the transaction proposed in
        this
        Agreement. If a party is required by law to make any such disclosure, it
        must
        first provide to the other party the content of the proposed disclosure,
        the
        reasons that such disclosure is required by law and the time and place that
        the
        disclosure will be made.

    

    
      


    

    
      7.18           Multiple
        Counterparts. This Agreement maybe executed in a number of identical
        counterparts, each of which for all purposes is deemed original, and all
        of
        which constitute collectively one agreement. For purposes of this Agreement,
        facsimile signatures shall be deemed originals. Notwithstanding any other
        provisions of this Agreement, the parties hereto agree that the execution
        of
        this Agreement and any amendments hereto may be conducted by electronic means
        as
        provided by the Uniform Electronic Transactions Act as enacted in the State
        of
        Texas.

    

    
      


    

    
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      IN
        WITNESS WHEREOF, Seller and Purchaser have executed this Agreement to be
        effective as of the Effective Date.

    

    
       

       

    

    
      	
              SELLER:

            	 
	 	 	 
	
              STANDARD
                MOTOR PRODUCTS, INC.

            	 
	 	 	 
	 	 	 
	
              By:

            	
              /s/
                Robert H. Martin

            	 
	
              Name:

            	
              ROBERT
                H. MARTIN

            	 
	
              Title:

            	
              TREASURER

            	 
	 	 	 
	 	 	 
	
              BUYER:

            	 
	 	 	 
	
              THE
                LEATHER FACTORY, L.P.,

            	 
	
              a
                Texas limited partnership

            	 
	 	 	 
	
              By  The
                Leather Factory, Inc.,

            	 
	
              A
                Nevada corporation

            	 
	
              General
                Partner

            	 
	 	 	 
	 	 	 
	
              By:

            	
               /s/
                Ron C. Morgan

            	 
	
              Name:

            	
              Ron
                C. Morgan

            	 
	
              Title:

            	
              President