EXHIBIT 10.1


 


COMMERCIAL
REAL PROPERTY SALES CONTRACT


 


1.             PARTIES: 
STEN Corporation, a Minnesota corporation and or assigns (“Buyer”)
agrees to purchase and Robert Nichols Enterprises, Inc.  (“Seller”) agrees to sell and convey to Buyer
the Property described below.


 


2.             PROPERTY: 
The real property situated in Jacksonville, Cherokee County, Texas,
described as:


 


13.679 acres of land, in Block No, 9 of the
Thomas Quevado Three Leagues Grant, Abstract No. 44, Jacksonville,
Cherokee County, Texas, as described on Exhibit A attached hereto together
with all rights, privileges and appurtenances pertaining thereto, including any
right, title and interest of Seller in and to adjacent streets, alleys, and
rights-of-way.  The property sold by this
contract is called the “Property”.


 


3.             SALES PRICE:                                                                                                      $675,000.00


 


The Sales Price shall not be adjusted based
upon any survey that may be obtained by Buyer.


 


4.             THIRD PARTY FINANCING:  None; provided, however, this Agreement is
contingent on the successful closing and funding of the Buyer’s sale of its
real estate located at 13828 Lincoln Street NE, Ham Lake, Minnesota.


 


5.             EARNEST MONEY: Buyer shall deposit $5,000.00 as
Earnest Money with Cherokee Title Co., Inc., Rusk Texas on the Effective
Date of this contract.  The Earnest Money
shall be deposited in a non-interest bearing account in a federally insured
financial institution chosen by Escrow Agent. 
If Buyer fails to deposit the Earnest Money as required by this
contract, Buyer shall be in default.


 


6.             TITLE POLICY AND SURVEY:


 


(a)           TITLE POLICY: 
Subject to paragraph 11(a) Buyer shall obtain an Owner Policy of
Title Insurance (the “Title Policy”) issued by Cherokee Title Co., Inc. in
the amount of the Sales Price, dated at or after closing, insuring Buyer
against loss under the provisions of the Title Policy, subject only to those
title exceptions permitted by this contract, or as maybe approved by Buyer in
writing.  Within 20 days after the Title
Company receives a copy of this contract subject to paragraph 11(a) Buyer
shall obtain a commitment for Title insurance (the “Commitment”).  Seller authorizes the Title Company to
deliver the Commitment and related documents to Buyer at Buyer’s address.  Buyer shall have 10 days after receipt of the
Commitment to object in writing to matters disclosed in the Commitment.  Buyer shall not have the authority to object
to the standard printed exceptions and the exceptions described in this
paragraph.


 





















 


(b)           SURVEY: 
Buyer, at Buyer’s expense, may obtain a survey of the Property dated
after the Effective Date of this contract.


 


Buyer may, within (5) days after Buyer’s
receipt of the survey object in writing to any matter which constitutes a
defect or encumbrance to title on the survey or if the survey shows any part of
the Property to lie in a 100-year flood plain area.


 


Buyer’s failure to object under paragraph 6(a) or
6(b) within the time allowed shall constitute a waiver of Buyer’s right to
object except that the requirements in Schedule C of the Commitment shall
not be deemed to have been waived.  If
objections are made by Buyer, or any third party lender, Seller shall cure the
objections within 20 days after the date Seller receives them.  The Closing Date shall be extended as
necessary to cure objections.  If
objections are not cured by the extended Closing Date, this contract shall
terminate and the Earnest Money shall be refunded to Buyer unless Buyer elects
to waive the objections.


 


7.             PROPERTY CONDITION/FEASIBILITY STUDIES:


 


Buyer has occupied the property for a number
of years and has had an opportunity to perform or obtain (i) physical
property inspections; (ii) economic feasibility studies; and (iii) environmental
assessment or engineering study including the performance of tests such as
soils tests or air sampling.  Buyer has
determined that the Property is suitable for Buyers intended use of the
Property.  The Property will be conveyed
AS IS without warranty or representations except for warranty to be included in
the deed.


 


8.             CLOSING:


 


(a)           The closing of the sale shall be on or before January 20,
2006 or within 7 days after objections to title or the survey have been cured,
whichever date is later (the “Closing Date”). 
If either party fails to close this sale by the Closing Date, the
non-defaulting party shall be entitled to exercise the remedies contained in
paragraph 14.


 


(b)           At closing Seller shall furnish, at Seller’s
expense;


 


(1)           tax statements showing no delinquent taxes on
the property;


 


(2)           a Warranty Deed conveying good and indefeasible
title to the Property showing no additional exceptions to those permitted in
paragraph 6;


 


(3)           evidence that the person executing this
contract is legally capable and authorized to bind Seller;


 


(4)           an affidavit of title acceptable to Buyer; and


 


(5)           a FIRPTA.


 


2





















 


9.             POSSESSION: 
Seller shall deliver possession of the Property to Buyer on date of
closing and funding.


 


10.           SPECIAL PROVISIONS:  None


 


11.           SALES EXPENSES: 
To be paid in cash at or prior to closing:


 


(a)           Seller’s Expenses:  Releases of existing liens, including
prepayment penalties and recording fees; release of Seller’s loan liability,
see paragraph 8(b)(1) cost of tax statements or certificates; preparation
of deed; one-half of escrow fee; one-half of cost of commitment and one-half of
premium for owner policy of title insurance in the amount of the purchase
price, and other expenses stipulated to be paid by Seller under other
provisions of this contract.


 


(b)           Buyer’s Expenses:  Required premiums for hazard insurance;
one-half of premium for owner policy of title insurance in the amount of the
purchase price: one-half of escrow fee; fees for copies; and other expenses
stipulated to be paid by Buyer under other provisions of this contract.


 


12.           PRORATIONS AND ROLLBACK TAXES:


 


(a)           Current taxes, and any rents shall be prorated
through the Closing Date.  If the amount
of the ad valorem taxes for the year in which the sale is closed is not
available on the Closing Date, proration of taxes shall be made on the basis of
taxes assessed in the previous year.


 


(b)           If this sale or use of the Property after
closing results in the assessment of additional taxes for periods prior to
closing, the additional taxes shall be the obligation of Buyer.  Obligations imposed by this paragraph shall
survive the closing.


 


13.           CONDEMNATION: 
If prior to closing condemnation proceedings are commenced against any
portion of the Property, Buyer may:  (a) terminate
this contract by written notice to Seller within 10 days after Buyer is advised
of the condemnation proceeding and the Earnest Money shall be refunded to
Buyer; or (b) appear and defend in the condemnation proceeding and any
award in condemnation shall, at Buyer’s election, become the property of Seller
and the sales price shall be reduced by the same amount or shall become the
property of Buyer and the sales price shall not be reduced.


 


14.           DEFAULT: 
If Buyer fails to comply with this contract, Buyer shall be in
default.  Seller may either enforce
specific performance, seek other relief as maybe provided bylaw, or both; or
terminate this contract and receive the Earnest Money as liquidated damages,
thereby releasing the parties from this contract.  If Seller fails to comply with this contract,
Seller shall be in default and Buyer may either enforce specific performance,
seek such other relief as may be provided by law, or both; or terminate this
contract and receive the Earnest Money, thereby releasing the parties from this
contract.


 


3





















 


15.           ATTORNEY FEES: 
If Buyer or Seller is a prevailing party in any legal proceeding brought
under or with relation to this contract or this transaction, such party shall
be entitled to recover from the non-prevailing parties all costs of such
proceeding and reasonable attorney fees. 
The provisions of this paragraph shall survive closing.


 


16.           ESCROW: 
If either party makes demand for the payment of the Earnest Money,
Escrow Agent has the right to require from all parties and brokers a written
release of liability of Escrow Agent for disbursement of the Earnest
Money.  Any refund or disbursement of
Earnest Money under this contract shall be reduced by the amount of unpaid
expenses incurred on behalf of the party receiving the Earnest Money, and
Escrow Agent shall pay the same to the creditors entitled thereto.  At closing, the Earnest Money shall be
applied to the purchase price.  Demands
and notices required by this paragraph shall be in writing and delivered by
hand delivery or by certified mail, return receipt requested.


 


17.           MATERIAL FACTS: 
Seller shall convey the Property on closing: (i) with no liens,
assessments, or other security interests against the Property which will not be
satisfied out of the Sales Price; and (ii) with no parties in possession
of any portion of the Property as lessees, tenants at sufferance, or
trespassers.


 


18.           NOTICES: 
All notices shall be in writing and effective when hand-delivered,
mailed by certified mail return receipt requested, or sent by facsimile
transmission to:


 


Buyer at:  10275 Wayzata Blvd., Suite 310,
Minnetonka, MN  55305

Phone:  952-545-2776


Fax:       952-591-9037


 


Seller at:  P.O. Box 1591, Jacksonville, Texas 75766

Phone:  903-589-1239


Fax:       903-589-0934


 


19.           FEDERAL TAX REQUIREMENT: If Seller is a “foreign
person”, as defined by applicable law, or if Seller fails to deliver an
affidavit that Seller is not a “foreign person”, then Buyer shall withhold from
the sales proceeds at closing an amount sufficient to comply with applicable
tax law and deliver the same to the Internal Revenue Service, together with
appropriate tax forms. Internal Revenue Service regulations require filing
written reports if cash in excess of specified amounts is received in the
transaction.


 


20.           DISPUTE RESOLUTION:  The parties agree to negotiate in good faith
in an effort to resolve any dispute related to this contract that may arise.


 


21.           AGREEMENT OF THE PARTIES:  This contract shall be binding on the
parties, their heirs, executors, representatives, successors, and assigns.  This contract shall be construed under and in
accordance with laws of the State of Texas. 
This contract contains the entire agreement of the parties and cannot be
changed except by written agreement, if this contract is executed in a number
of identical counterparts, each counterpart is deemed an original and all
counterparts shall, collectively, constitute one agreement.


 


4





















 


22.           TIME: 
Time is of the essence in this contract. 
Strict compliance with the times for performance stated in this contract
is required.


 


23.           EFFECTIVE DATE: 
The Effective Date of this contract for the purpose of performance of
all obligations shall be the date this contract is receipted by the Escrow
Agent after all parties have executed this contract.


 


24.           MISCELLANEOUS:


 


(a)           If the Property is situated in utility or other
statutorily created district providing water, sewer, drainage, or flood control
facilities and services.  Chapter 50 of
the Texas Water Code requires Seller to deliver and the Buyer to sign the
statutory notice relating to the tax rate, bonded indebtedness, or standby fee
of the district prior to final execution of this contract.  The Property is not situated in such a
district.


 


(b)           If the Property adjoins or shares a common
boundary with the tidally influenced submerged lands of the state, Section 33.135
of the Texas Natural Resources Code, requires a notice regarding coastal area
property to be included in the contract. 
The Property does not adjoin or share a common boundary with Tidally
influences submerged lands of the state.


 


(c)           Buyer should not rely upon any oral
representations about the Property from any source.


 


25.           CONTRACT AS OFFER:  The execution of this contract by the first
party constitutes an offer to buy or sell the Property.  Unless accepted by the other Party by 5:00 p.m.
(in the time zone in which the Property is located) on November 30,2005
the offer shall lapse and be null and void.


 


26.           IRC 1031 TAX DEFERRED EXCHANGE:  The parties acknowledge that the other may
sell or acquire the Property in a tax deferred exchange (an “Exchange”) within
the meaning of Section 1031 of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder (the “Code”).  Seller and Buyer expressly reserve the right
to assign its rights, but not its obligations, under this Agreement to a “Qualified
Intermediary” as provided under the Code or otherwise engage in an Exchange
with respect to the Property in a manner allowed by the Code.  Seller and Buyer agree to reasonably
cooperate with each other to complete the Exchange if so elected by the other
party, provided neither Seller or Buyer shall be required to incur additional
or material liabilities, expenses or obligations with respect to the other
party’s Exchange, nor shall the Closing be delayed, postponed or conditioned on
the completion of any such Exchange.


 


This is intended to be a legally binding
contract. READ IT CAREFULLY.  CONSULT
YOUR ATTORNEY BEFORE SIGNING.


 


5





















 


	
  Buyer’s

  	
   

  	
   

  	
   

  	
  Seller’s

  	
   

  	
   

  
	
  Attorney

  	
   

  	
   

  	
   

  	
  Attorney

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Eldridge Moak

  
	
   

  	
   

  	
   

  	
   

  	
  211 East Commerce Street

  
	
   

  	
   

  	
   

  	
   

  	
  Jacksonville, Texas 75766

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BUYER:

  	
   

  	
   

  	
   

  	
  SELLER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STEN Corporation

  	
   

  	
  Robert Nichols Enterprises, Inc., a
  Texas 

  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Kenneth W. Brimmer

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Robert Lee Nichols

  
	
   

  	
   

  	
    Kenneth
  W. Brimmer, Chairman and CEO

  	
   

  	
   

  	
   

  	
  Robert Lee Nichols, President

  
												



 


On this                   day
of                                       ,
2005, Cherokee Title Co., Inc., Escrow Agent, acknowledges receipt of (a) Contract
and (b) Earnest Money in the amount of $5,000.00 represented by:                              
cash/wire/Cashier’s Check/Personal Cheek.


 


The undersigned does not assume any liability
for the disbursement of said sum to any person, firm or corporation until any
and all checks have been paid by the bank or other institution upon which they
are drawn.


 


The undersigned does not agree to pay any
portion of said sum to any person, firm or corporation unless written authority
is given to the undersigned by all parties whose signatures appear on the
foregoing contract, or their duly authorized agent.


 


No other conditions, stipulations or
obligations which may be set out in said contract shall be binding on the
undersigned if such be in conflict with the provisions of this endorsement.


 


Said sum is held without liability for the
payment of interest thereon.


 


	
   

  	
   

  	
  Cherokee
  Title Co., Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  



 


6