Exhibit 10.1





Exhibit 10.1










CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE 






        This
Contract for Purchase and Sale of Real Estate (this “Contract”) is made and
entered into as of the 16th day of April, 2003 (the “Effective Date”) by and
between The Keller Manufacturing Company, Inc., an Indiana corporation (hereinafter called
“Seller”), and Structural Systems, Inc., a Maryland corporation (hereinafter
called “Purchaser”). 



                                                          RECITALS:





        A.       
Seller owns certain real estate and improvements in the Town of Culpeper,
Culpeper County, Virginia, more particularly described below.




        B.       
Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from
Seller, the real estate and improvements upon the terms and conditions set forth
in this Contract.




             NOW, THEREFORE, in
consideration of these premises and the mutual covenants and agreements set
forth below, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows: 



	 	1.	
Purchase and Sale of Real Estate. Seller hereby agrees to sell to
Purchaser, and Purchaser hereby agrees to purchase from Seller, certain real
estate in the Town of Culpeper, Culpeper County, Virginia, consisting of
approximately 60 acres of land, as more particularly described on Exhibit
A attached hereto and incorporated herein by reference and commonly known as
601 Germana Highway, together with all easements, rights-of-way, appurtenances
and hereditaments thereunto belonging (the “Land”), together with an
approximately 146,000 square foot building located thereon and the
permanently-attached fixtures related thereto (the “Improvements”)
(the Land and the Improvements being hereinafter referred to, collectively, as
the “Real Estate”), upon the terms and conditions set forth in this
Contract. The Purchase Price, and the parties’ obligations under this
Contract, shall not be affected if the square footage of the Improvements and/or
the acreage of the Land are more or less than the amounts stated
above.







	 	2.	
Purchase Price;
Payment. The Purchase Price for the Real Estate and the Personal Property
(as defined below) shall be the total sum of Two Million One Hundred Thousand
Dollars and NO/100 ($2,100,000.00) (the “Purchase Price”). The
Purchase Price shall be paid as follows:







	 	a.	
Earnest Money.
Purchaser herewith tenders to Seller, through Commercial Title Group, Inc.,
agents for Fidelity National Title Insurance Company of New York (hereinafter
sometimes referred to as the “Escrow Agent” or the “Title
Company”) the sum of Ten Thousand Dollars and NO/100 ($10,000.00) (the
“Earnest Money”). The Earnest Money shall be applied to the Purchase
Price and shall be credited first to any portion thereof payable in cash at the
time of Closing (as hereinafter defined). The Earnest Money shall be returned
immediately to Purchaser if any contingency, condition to or requirement of
Closing in this Contract is not satisfied or waived by Purchaser within the time
periods specified herein. The Earnest Money shall be forfeited as liquidated
damages, which shall be Seller’s sole remedy at law or in equity (in
addition to the remedies set forth in Section 22 below), in the event
that Purchaser shall fail or refuse to perform its obligations herein specified
on the Closing Date (as defined herein). Escrow Agent shall place the Earnest
Money in an interest-bearing escrow account, and shall disburse the same
only in accordance with the terms of this Contract. All interest earned thereon
shall be deemed a part of the Earnest Money. The Earnest Money shall be invested
by the Escrow Agent under Purchaser’s Federal Tax ID Number. Purchaser
hereby represents to Seller and Escrow Agent that Purchaser’s Federal Tax
ID Number is _________. Seller and Purchaser hereby agree to enter into any
supplement to this Contract reasonably required by Escrow Agent for purposes of
acknowledging Escrow Agent’s standard escrow terms and conditions and
incorporating the same into this Contract.













	 	b.	
Payment on Closing.
Purchaser shall pay to Seller at Closing the Purchase Price, less the Earnest
Money and any other credits due Purchaser pursuant to the terms of this
Contract, plus any credits due Seller pursuant to the terms of this Contract, by
certified check, cashier’s check, or wire transfer to an account designated
by Seller, or otherwise by immediately available funds.







	 	3.	
Title Commitment.
Within forty-five (45) days after the Effective Date of this Contract,
Purchaser, at its cost and expense, shall procure for itself an ALTA Form B
standard title insurance commitment (the “Commitment”), issued by the
Title Company, showing the condition of Seller’s title to the Real Estate.
Purchaser shall, within ten (10) days after receipt of the Commitment, notify
Seller of any unacceptable physical or other defects therein disclosed. Seller
shall have thirty (30) days (or such longer period as Purchaser may in writing
approve) in which to cure or remove any such unacceptable defects, to the extent
Seller elects to cure or remove them. If Seller is unwilling or unable to remove
such defects within said period, Purchaser may either (a) cancel and terminate
this Contract upon written notice to Seller, in which event Escrow Agent shall
immediately return the Earnest Money to Purchaser and neither party shall have
any further obligation to one another under this Contract except for those
liabilities which expressly survive the termination of this Contract, or (b)
waive such defects and proceed to Closing. If Purchaser fails to notify Seller
of an objection to an exception to title as reflected on the Commitment within
the time period provided above, then Purchaser shall be deemed to have accepted
the status of title as reflected therein. Any exceptions to title reflected on
the Commitment to which Purchaser fails to timely object, or that Purchaser has
waived as described above, shall be deemed a “Permitted Exception.”
Purchaser shall bear the cost and expense of any search or examination fees,
premiums, or other charges associated with the Commitment, the title policy, and
any endorsements to the title policy that Purchaser wishes to obtain; except
that if, upon examination, title to the Real Estate should be found defective
and this Contract is terminated as set forth above, Seller shall pay the title
examination charges up to Two Hundred Fifty Dollars and NO/100 ($250.00).













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	 	4.	
Diligence Period. For
a period of one hundred twenty (120) days from and after the Effective Date of
this Contract (the “Diligence Period”), Purchaser and its agents shall
have the right to enter upon the Real Estate to perform such inspections,
surveys, analyses, and/or tests, including without limitation environmental,
soil, structural, economic, engineering and/or mechanical tests, investigations
or analyses (collectively, the “Tests and Studies”), with respect to
the Real Estate as Purchaser deems necessary or appropriate. All Tests and
Studies shall be made at Purchaser’s sole cost and expense, and Purchaser
shall be liable for any damage or injury caused to the Real Estate or to any
persons or any personal property located thereon during the Tests and Studies,
and shall indemnify, defend, and hold harmless Seller from and against any such
damage or injury or claims and causes of action resulting therefrom.
Purchaser’s obligations as set forth in the preceding sentence shall
survive any termination of this Contract. Seller shall permit Purchaser, and
Purchaser’s representatives and agents, to enter upon the Real Estate at
any time during business hours during the Diligence Period for the purpose of
making the Tests and Studies. Purchaser shall promptly provide Seller with
copies of the results of the Tests and Studies (other than those relating solely
to Purchaser’s financing), at no cost to Seller. In the event that the
results of the Tests and Studies indicate, in Purchaser’s sole discretion,
that Purchaser’s intended purchase and use of the Real Estate would not be
economically or otherwise feasible, then in such event, Purchaser shall have the
absolute right, at its option, to terminate this Contract without further
liability by giving written notice to Seller prior to the expiration of the
Diligence Period, in which event this Contract shall be terminated and the
Earnest Money shall be returned to Purchaser and neither party shall have any
further obligation to one another under this Contract except for those
liabilities which expressly survive the termination of this Contract.







	 	5.	
Existing Surveys,
Assessments and Studies. Within fifteen (15) days after the Effective Date
of this Contract, Seller shall furnish Purchaser, at Seller’s cost and
expense, with photocopies of any surveys, environmental assessments, and
engineering studies with respect to the Real Estate that are in Seller’s
possession. Seller makes no representation or warranty to Purchaser regarding
the accuracy, correctness, or completeness of any information set forth in those
surveys, assessments or materials, or any other such information or materials
furnished by Seller to Purchaser. Purchaser shall keep confidential all such
surveys, assessments, studies, and other information obtained by Purchaser
(including without limitation the results of the Tests and Studies) or furnished
by Seller with respect to the Real Estate, and shall not disclose the same to
any third parties, except that Purchaser may disclose such surveys, assessments,
studies or other information to the employees, lenders, consultants, and
attorneys of Purchaser; provided, that those persons shall be under the same
obligation of confidentiality as Purchaser with respect to those surveys,
assessments, studies and other information. If Purchaser does not purchase the
Real Estate pursuant to this Contract, or if this Contract is otherwise
terminated, Purchaser shall promptly return to Seller all such surveys,
assessments, and studies that have been provided by Seller or obtained by
Purchaser and any copies or summaries thereof. Purchaser’s obligations set
forth in this Section shall survive any termination of this Contract.













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	 	6.	
Seller’s
Ameliorations. As a condition to Closing, Seller hereby agrees to make the
following ameliorations to the Real Estate during the one hundred twenty (120)
day period following the Effective Date:







	 	a.	
Remove all spray booths and
stacks;







	 	b.	
Repair the roof, flashing and
all spray booth stack removals;






	 	c.	
Remove all pallet conveyor
components;







	 	d.	
Remove all overhead paint
shop conveyor components;







	 	e.	
Remove all drying ovens
including associated steam distribution and condensate return piping equipment;







	 	f.	
Remove all paint residues
from shop floors;







	 	g.	
Remove all remnants of
machinery from mill end of the Improvements;







	 	h.	
Remove sections of south wall
(removable metal wall) of Improvements if specifically directed and identified
by Purchaser; and







	 	i.	
Provide asbestos testing for
insulation panels on south wall of Improvements.







	 	7.	
Casualty or
Condemnation. In the event that the Real Estate or any part thereof is
damaged or destroyed by fire or other casualty, or in the event condemnation or
eminent domain proceedings (or private purchase in lieu thereof) shall be
commenced by any public or quasi-public authority having jurisdiction against
all or any part of the Real Estate, then Seller shall, upon receipt of notice
thereof, promptly notify Purchaser thereof. Purchaser may, at its option by
giving written notice to Seller within fifteen (15) days after receipt of
Seller’s notice of such casualty or condemnation proceedings, terminate
this Contract and the Earnest Money shall be returned to Purchaser and neither
party shall have any further obligation to one another under this Contract
except for those liabilities which expressly survive the termination of this
Contract. In the event Purchaser does not elect to terminate this Contract, then
all insurance proceeds and/or any awards in condemnation, as the case may be, as
well as all unpaid claims and rights in connection with such casualty or
condemnation, as the case may be, shall be assigned to Purchaser at Closing, or,
if paid to Seller prior thereto, shall be credited against the unpaid balance of
the Purchase Price due at Closing. Seller shall not adjust or settle any
insurance claims or condemnation awards whatsoever without the prior written
approval of Purchaser, which approval shall not be unreasonably withheld,
conditioned or delayed; further, Purchaser and its counsel shall have the right
prior to Closing to participate, at Purchaser’s cost and expense, in all
negotiations relating to any such insurance claims or condemnation awards.












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	 	8.	
Closing. The
transaction contemplated hereby shall be closed (the “Closing”) at the
offices of the Title Company (or, if the parties mutually agree, by escrow with
the Title Company) on a date that is mutually acceptable to the parties but that
is not later than thirty (30) days after the later of the expiration of
Diligence Period or the satisfaction of all other conditions of Closing that are
expressly set forth in this Contract, or on such other date as the parties shall
mutually agree (the “Closing Date”); but in no event shall the Closing
Date occur later than one hundred eighty (180) days following the Effective
Date. In the event all of the conditions of Closing set forth in this Contract
have not been satisfied by the Closing Date (provided, however, that this
provision it not intended and shall not be construed to enlarge or extend the
Diligence Period or any other time limits for Purchaser’s satisfaction of
its contingencies and conditions as stated elsewhere this Contract), then either
party may terminate this Contract by notifying the other party in writing, in
which event the Earnest Money shall be returned to Purchaser (except as
hereinafter provided), this Contract shall be terminated, and the parties shall
be relieved of all further liability under this Contract except those
liabilities which expressly survive the termination of the Contract; provided,
however, that if the Purchaser has not terminated this Contract during the
Diligence Period or the other time periods set forth herein for Purchaser’s
satisfaction of its contingencies and conditions to Closing, and if Purchaser
thereafter fails to close the transaction by the Closing Date for any reason
other than a breach or default by Seller in Seller’s obligations under this
Contract, then Seller may terminate this Contract and the Earnest Money shall
belong to and be payable to Seller, and the parties shall be relieved of all
further liability under this Contract except those liabilities that expressly
survive termination of the Contract. At Closing, the parties shall make the
following deliveries:







	 	a.	
Seller’s Deliveries: At Closing, Seller deliver to Purchaser, in accordance with the
terms of this Contract, the following:







	 	
        i.        
satisfactory evidence of the authority of the signers of the conveyance
documents to consummate the transaction on behalf of Seller;







	 	
        ii.        
a duly authorized and executed special warranty deed, in recordable form,
conveying good and marketable title to the Real Estate utilizing the record
legal description for the Land as set forth in the deed by which Seller acquired
title, subject only to current taxes and assessments not yet due and payable,
Permitted Exceptions, and any matters that would be disclosed by a complete and
accurate physical inspection and survey of the Real Estate;













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        iii.        
a bill of sale conveying
the Personal Property (as defined below), if any;







	 	
        iv.        
a duly authorized and
executed owner’s affidavit, in a form that will be sufficient to delete
from Purchaser’s title policy any of the so-called “standard
exceptions” that may be deleted with the delivery of a owner’s
affidavit;







	 	
        v.        
an affidavit stating that
Seller is not a “foreign person”, as such term is used in § 1445
of the Internal Revenue Code, and the regulations promulgated thereunder;







	 	
        vi.        
a closing statement; and







	 	
        vii.        
all other documentation
which may be reasonably required by the Title Company in order to insure
Purchaser with good and marketable title to the Real Estate and which can be
furnished by the Seller without material cost or expense.







	 	b.	
Purchaser’s
Deliveries: At Closing, Purchaser shall deliver to Seller, in accordance
with the terms of this Contract, the following:







	 	
        i.        
satisfactory evidence of the
authority of the signers of the conveyance documents to consummate the
transaction on behalf of Purchaser;







	 	
        ii.        
the Purchase Price;







	 	
        iii.        
a closing statement; and







	 	
        iv.        
all other documentation
which may be reasonably required in order to consummate the transactions
contemplated by this Contract.







	 	9.	
Closing Costs and
Expenses, Adjustments and Prorations.







	 	a.	
Taxes and Assessments.
Purchaser shall pay all special or other assessments that become due after the
Closing Date, and so much of the real estate taxes assessed for and becoming a
lien during the calendar year in which Closing occurs as shall be allocable to
Purchaser after Closing (i.e., prorated to date of Closing). Any taxes or
assessments not assumed by Purchaser and which are not due and payable at the
time of Closing shall be allowed to Purchaser as a credit on the cash payment
required at Closing, and Seller shall not be further liable for such taxes or
assessments. If the actual tax rate is not known on the Closing Date, the taxes
shall be prorated based upon the prior year’s tax rate and re-prorated
within thirty (30) days after the actual tax rate is published by the
appropriate governmental authority.













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	 	b.	
Recording Fees; Closing
Fees. Closing fees of the Title Company shall be paid by Purchaser. At
Closing, Purchaser shall pay the grantee’s tax imposed on the special
warranty deed under the laws of the Commonwealth of Virginia and the recording
fee for the special warranty deed. Seller shall pay the recording costs
associated with recording any documents necessary to cure any exceptions to
title that are not Permitted Exceptions (to the extent Seller has elected to
cure them), and shall pay the grantor’s tax imposed on the special warranty
deed under the laws of the Commonwealth of Virginia.







	 	c.	
Utilities. All
expenses for utilities incurred on or before the Closing Date (as defined below)
shall be paid by Seller. Effective as of the Closing Date, Purchaser shall cause
all utilities to be placed in Purchaser’s name, and Seller shall have no
further responsibility therefor.







	 	d.	
Management and Service
Contracts; Insurance. All management and service contracts maintained by
Seller in respect of the Real Estate and/or Personal Property, if any, shall be
canceled as of the Closing Date. All insurance maintained by Seller in respect
of the Real Estate and Personal Property shall be canceled as of the Closing
Date.







	 	e.	
Other Closing Costs and
Expenses. Except as otherwise specifically provided in this Contract, all
other costs and expenses shall be paid by the party incurring those costs and
expenses. Without limitation, each party shall be responsible for any legal fees
and expenses that it incurs in connection with negotiating this Contract and
closing the transactions pursuant to this Contract.







	 	
             All credits to Purchaser
from the Closing adjustments and prorations described above or elsewhere in this
Contract shall reduce the cash portion of the Purchase Price payable at Closing,
and all credits to Seller from the Closing adjustments and prorations described
above or elsewhere in this Contract shall increase the cash portion of the
Purchase Price payable at Closing. If one party pays any of the obligations of
the other party under this Contract, the paying party shall be entitled to
immediate reimbursement therefor from the other party. 







	 	10.	
Allocation of Purchase Price. The Purchase Price shall be allocated as
follows:







	To the Land	 	 	$__________	 	 
	 
	To the Improvements	 	 	$__________	 	 
	 
	Total Purchase Price	 	 	$2,100,000.00	 	 












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Unless otherwise so agreed, each of the parties shall report this transaction for federal income
tax purposes in accordance with the foregoing allocation of Purchase Price.







	 	11.	
Maintenance of Real
Estate; Removal of Personal Property. From and after the Effective Date
hereof to the Closing Date, Seller shall maintain the Real Estate in its present
condition, ordinary wear and tear excepted and damage by casualty or
condemnation excepted and provided Seller shall perform the work described in
Section 6. Seller may, at Seller’s option and at Seller’s sole
cost and expense, remove Seller’s personal property from the Real Estate on
or before the Closing Date; provided, that the Seller shall be responsible for
the cost and expense of repairing any material damage to the Real Estate that is
caused by the removal. Any of Seller’s personal property that Seller does
not remove from the Real Estate on or before the Closing Date shall become the
property of Purchaser for no additional purchase price from Purchaser to Seller
(any such personal property that Seller does not remove is referred to herein as
the “Personal Property”); provided, however, that Seller shall have no
further responsibility or liability (including without limitation any
responsibility or liability for removal or storage costs), with respect to any
of Seller’s Personal Property not removed by Seller prior to the Closing
Date.







	 	12.	
Delivery of
Possession. Seller shall deliver exclusive possession of the Real Estate to
Purchaser on the Closing Date.







	 	13.	
Representations and
Warranties of Seller. Each of the following representations and warranties
by Seller to Purchaser is true and correct as of the Effective Date, and it
shall also be a condition of Purchaser to Closing that each of the following
representations and warranties also shall be true and correct on the date of
Closing:







	 	a.	
     Power and Authority to Sell. Seller is a validly existing legal
entity, has filed its most recent report required by law with the Indiana
Secretary of State (or is not yet required to file such report), and has filed
no notice of withdrawal, dissolution or expiration with the Indiana Secretary of
State; has full power, authority and legal right to enter into this Contract and
to transfer and convey to Purchaser full legal and beneficial ownership of the
Real Estate; and the person or persons executing this Contract and documents at
Closing on behalf of Seller have executed and delivered this Contract and other
documents under full authority duly given to them by the proper representatives
of Seller.







	 	b.	
Mechanics’ Liens.
All bills and claims for labor performed and materials furnished to or for the
benefit of the Real Estate for or at the request of Seller during the period
preceding the date of Closing have been (or will prior to Closing be) paid in
full, and there shall be no mechanics’ or materialmen’s liens pending
or threatened in connection therewith as of the date of Closing.













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	 	c.	
Compliance with Other Instruments, Judgments, Orders, Etc. Neither the entering into of this
Contract nor the consummation of the transactions contemplated hereby will
constitute or result in a violation or breach by Seller of any contract or
instrument to which it is a party, or to which it is subject, or by which it or
any of its assets or properties may be bound, except as herein disclosed.
Neither the entering into of this Contract nor the consummation of the
transactions contemplated hereby will constitute or result in a violation or
breach by Seller of any judgment, order, writ, injunction or decree issued
against or imposed upon it, or will result in a violation or any applicable law,
order, rule or regulation of any governmental authority.







	 	d.	
Proceedings. There is
no action, suit, proceeding or investigation pending against Seller or the Real
Estate which would prevent any action contemplated by this Contract, which would
become a cloud on the title to the Real Estate or any portion thereof, or which
questions the validity or enforceability of the transaction contemplated by this
Contract or any action taken pursuant hereto before any Court or before or by
the Federal, district, county or municipal department, commission, board,
bureau, agency or other governmental instrumentality.







	 	e.	
Approvals and
Consents. To Seller’s knowledge, no approval, consent, order or
authorization of, or designation, registration or filing (other than for
recording purposes and other than those associated with any transfers of the
Licenses and Permits (as defined below)) with any governmental authority is
required in connection with the due and valid execution and delivery by Seller
of this Contract, compliance by Seller with the provisions hereof, and the
consummation by Seller of the transactions contemplated hereby.







	 	f.	
Compliance with Laws,
etc. Seller has not received written notice of any violations of law or
municipal ordinances, orders, or requirements noted in or issued by any federal,
state or municipal department or other department having jurisdiction over or
affecting the Real Estate, which have not been satisfactorily corrected by the
Seller.







	 	g.	
Leases and Other
Contracts. The Real Estate will be delivered at Closing free of any leases
or management, leasing, service, operating or other continuing contractual
obligations, other than those that are listed in the Commitment.













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	 	h.	
Compliance With Covenants,
Etc. To Seller’s actual knowledge, Seller is not in default or breach
of any covenants, conditions, restrictions, rights-of-way or easements affecting
the Real Estate or any portion thereof.







	 	i.	
Title. Seller is the
owner of good and marketable fee simple title to the Real Estate, insurable
under a full coverage ALTA owner’s title insurance policy at standard
rates, subject to (i) current assessments and taxes not yet due and payable,
(ii) matters that may be disclosed on the Commitment (provided, that, as of the
time of Closing, the representation and warranty in this subsection (ii) shall
be deemed to be limited only to those matters on the Commitment that are
Permitted Exceptions), and (iii) any matters that would be disclosed by a
complete and accurate physical inspection and survey of the Real Estate.







	 	j.	
Licenses and Permits.
To Seller’s actual knowledge, all licenses and permits that are presently
necessary or required under applicable laws, ordinances, rules and regulations
for the occupancy and use of the Improvements or other facilities of the Real
Estate (the “Licenses and Permits”) have been obtained and paid for by
Seller and will be in effect and valid on the date of Closing except as provided
below. If permitted by local law, Seller will, at the time of Closing hereunder,
transfer the Licenses and Permits to Purchaser; provided, however, that
Purchaser shall, at its sole cost and expense, be responsible for obtaining,
prior to Closing, the approval of all necessary governmental or
quasi-governmental agencies to those transfers. Seller shall cooperate in all
reasonable respects with Purchaser in obtaining those approvals, to the extent
permitted by applicable law, provided that Seller shall not be obligated to
incur more than nominal cost or expense in connection therewith, and provided,
further, that the transfers shall not be effective until the time of Closing
hereunder. Purchaser acknowledges and agrees that Seller’s Virginia Title V
Operating Permit (Permit Number FSO40170) is not transferable to Purchaser and
will be terminated by Seller at or before Closing.







	 	k.	
Litigation. There is
no pending action, suit, proceeding or claim affecting Seller or the Real Estate
or any portion thereof relating to or arising out of the ownership, operation,
use and occupancy of the Real Estate and, to Seller’s actual knowledge,
there is no such threatened action, suit, proceeding or claim. Seller shall give
Purchaser prompt notice of any such litigation instituted prior to Closing, upon
receipt by Seller of written notice thereof.













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	 	l.	
Hazardous Substances.
To the best of Seller’s actual knowledge, there are no Hazardous Substances
on, in, under or about the Real Estate in quantities or condition which would
violate any Environmental Laws. To the best of Seller’s actual knowledge,
the Real Estate is not in violation of any Environmental Laws, nor is the Real
Estate currently under investigation by any governmental authority. Seller has
not received any written notice or other communication from the United States
Environmental Protection Agency or any other governmental authority, alleging
that the Real Estate is in violation of any Environmental Laws. For the purpose
of this Contract, the term “Hazardous Substances” shall mean
substances defined as a “hazardous substance” or “toxic
substance” in the Environmental Laws as in effect on the date such
representation or warranty is made, and any other substances considered
hazardous, toxic or otherwise harmful pursuant to any other applicable laws or
regulations, as in effect on the date such representation or warranty is made,
relating to pollution or protection of human health or the environment. As used
herein, “Environmental Laws” shall mean the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C.
9601-9675, the Superfund Amendments and Reauthorization Act, 42 U.S.C.
9601-9675, the Resource Conservation and Recovery Act, 42 U.S.C. 6901-6992, and
the Clean Air Act, 42 U.S.C. 7401-7671, the Toxic Substances Contract Act, 15
U.S.C. 2601-2692, the Federal Water Pollution Act, 33 U.S.C. 1251-1387 and the
Oil Pollution Act, 33 U.S.C. 2701-2761, as any of the preceding may be amended
form time to time.







	 	
Seller hereby agrees to indemnify and hold harmless Purchaser from and against any and all
claims, demands, liabilities, costs, expenses, penalties, damages and losses, including,
without limitation, reasonable attorneys’ fees, resulting from any misrepresentations
or breach of the above representations and warranties.







	 	
EXCEPT AS SET FORTH IN THIS SECTION 13, PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER
IS PURCHASING AND ACQUIRING THE REAL ESTATE AND PERSONAL PROPERTY (IF ANY)
“AS-IS”, “WHERE IS”, AND WITH ALL FAULTS, AND THAT EXCEPT AS EXPRESSLY
STATED IN THIS CONTRACT, SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES, WHETHER EXPRESS OR IMPLIED,
WRITTEN OR ORAL, OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE REAL ESTATE OR THE
PERSONAL PROPERTY (IF ANY), SPECIFICALLY INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED
REPRESENTATIONS OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, HABITABILITY, AND/OR
MERCHANTABILITY, AND PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS RELYING SOLELY ON
ITS OWN INSPECTIONS AND INVESTIGATIONS WITH RESPECT TO ALL MATTERS REGARDING THE REAL
ESTATE AND THE PERSONAL PROPERTY.













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This Section 13, and Seller’s representations, warranties and obligations under
this Section, shall survive the Closing, except that the representations, warranties, and
obligations of Seller set forth in Sections 13(b), (f), (h), and
(l) shall expire one (1) year after the Closing Date.








	 	14.	
Representations and Warranties of Purchaser. Each of the following
representations and warranties by Purchaser to Seller is true and correct as of
the Effective Date, and it shall be a condition of Seller to Closing that each
of the following representations and warranties shall be true and correct on the
date of Closing:







	 	a.	
Power and Authority to
Purchase. Purchaser is a validly existing legal entity in good standing; has
full power, authority and legal right to enter into this Contract and to
purchase the Real Estate, Improvements and Personal Property from Seller; and
the person or persons executing this Contract and documents at Closing on behalf
of Purchaser have executed and delivered this Contract and other documents under
full authority duly given to them by the proper representatives of Purchaser.







	 	b.	
Compliance with Other
Instruments, Judgments, Orders, Etc. Neither the entering into of this
Contract nor the consummation of the transactions contemplated hereby will
constitute or result in a violation or breach by Purchaser of any contract or
instrument to which it is a party, or to which it is subject, or by which it or
any of its assets or properties may be bound, except as herein disclosed.
Neither the entering into of this Contract nor the consummation of the
transactions contemplated hereby will constitute or result in a violation or
breach by Purchaser of any judgment, order, writ, injunction or decree issued
against or imposed upon it, or will result in a violation or any applicable law,
order, rule or regulation of any governmental authority.







	 	c.	
Proceedings. There is
no action, suit, proceeding or investigation pending against Purchaser which
would prevent any action contemplated by this Contract or which questions the
validity or enforceability of the transaction contemplated by this Contract or
any action taken pursuant hereto before any Court or before or by the Federal,
district, county or municipal department, commission, board, bureau, agency or
other governmental instrumentality.







	 	d.	
Approvals and
Consents. To Purchaser’s knowledge, no approval, consent, order or
authorization of, or designation, registration or filing (other than for
recording purposes and other than those associated with any transfers of the
Licenses and Permits) with any governmental authority is required in connection
with the due and valid execution and delivery by Purchaser of this Contract,
compliance by Purchaser with the provisions hereof, and the consummation by
Purchaser of the transactions contemplated hereby.













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	 	e.	
Litigation. There is
no pending action, suit, proceeding or claim affecting Purchaser relating to or
arising out of Purchaser’s proposed purchase of the Real Estate and, to
Purchaser’s actual knowledge, there is no such threatened action, suit,
proceeding or claim. Purchaser shall give Seller prompt notice of any such
litigation instituted prior to Closing, upon receipt by Purchaser of written
notice thereof.







	 	
Purchaser hereby agrees to indemnify, defend and hold harmless Seller from and against any and all
claims, demands, liabilities, costs, expenses, penalties, damages and losses, including
without limitation reasonable attorneys’ fees, resulting from any misrepresentations
or breaches of the above representations and warranties. Purchaser’s representations,
warranties, and obligations under this Section 14 shall survive the Closing.







	 	15.	
Commissions. Each party represents and warrants to the other party that it has dealt with no
broker or finder other than Cushman & Wakefield of Virginia, Inc. and
Remax/Crossroads (who have represented Seller) (“Seller’s
Brokers”) and The Wiley Company (who has represented Purchaser)
(“Purchaser’s Broker”), with respect hereto and the transaction
contemplated hereby. Each party further represents and warrants to the other
party that, insofar as it knows, no broker or other person other than
Seller’s Brokers and Purchaser’s Broker is entitled to any commission
or fee in any such connection. The fees payable to Seller’s Brokers shall
be paid by Seller pursuant to a written agreement with Seller’s Brokers.
Purchaser’s Broker shall be entitled to share in that commission or fee in
connection with this transaction pursuant to a separate written agreement that
has been entered into between Seller’s Brokers and Purchaser’s Broker.
Each party shall indemnify, defend, and hold harmless the other party against
any loss, liability, damage or claim incurred by reason of any commission or fee
alleged to be payable to anyone other than Seller’s Brokers or
Purchaser’s Broker because of any act, omission or statement of the
indemnifying party. Such indemnity obligation shall be deemed to include,
without limitation, payment of reasonable attorneys’ fees and court costs
incurred in defending any such claim.







	 	16.	
Notices. All notices,
requests, demands, consents and other communications required or permitted under
this Contract shall be in writing and shall be deemed to have been duly and
properly given on the date of service if delivered personally, or if mailed, on
the second business day after such notice is deposited in a receptacle of the
United States Postal Service, registered or certified mail, first class postage
prepaid, return receipt requested, or on the first business day following
deposit with a nationally-recognized overnight courier service (e.g.,
FedEx), postage prepaid, in any event addressed appropriately as follows:














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If to the Seller:	
 	
The Keller Manufacturing Company, Inc.

701 North Water Street

Corydon, Indiana 47112

Attention: Mr. David Jenkins






	
With a copy to:	
 	
Ice Miller

Box 82001

31st Floor

One American Square

Indianapolis, Indiana 46282

Attention: Sarah K. Funke, Esq.







	
If to Purchaser:	
 	
Structural Systems, Inc.

Poplar Avenue

Thurmont, MD 21788

Attention: Bruce M. Gordon






	
With a copy to:	
 	
Lerch, Early & Brewer, Chartered

3 Bethesda Metro Center, Suite 460

Bethesda, MD 20814

Attention: Paul J. DiPiazza, Esq.








	 	
Either party may change its address for purposes of this Section by giving the other party
written notice of the new address in the manner set forth above.







	 	17.	
Assignment. Neither
party shall assign this Contract without the prior written consent of the other
party, which consent shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, Purchaser may assign this Contract without
Seller’s prior consent to a limited liability company in which Purchaser or
some or all of the stockholders of Purchaser are members; provided, however,
that no such assignment shall relieve Purchaser of its obligations and
liabilities hereunder.







	 	18.	
Risk of Loss. The
risk of loss by reason of fire or other casualty between the date hereof and
Closing Date shall be borne by Seller.







	 	19.	
Benefit of Parties.
All of the terms and conditions of this Contract shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns. No
other party shall have any rights hereunder or be considered a third-party
beneficiary of this Contract.







	 	20.	
Entirety of
Agreement. This Contract embodies the entire agreement between the parties
hereto and there are no representations, promises, understandings or agreements,
oral or written, between the parties which are not set forth herein.













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	 	21.	
Purchaser’s
Remedies. Except as otherwise provided in Section 13 above, if Seller
shall breach or fail to perform any of its representations, warranties,
covenants or obligations under this Contract, Purchaser’s sole remedy
against Seller shall be the right of specific performance and the right to
recover attorneys’ fees and costs as provided in Section 22 below.







	 	22.	
Attorneys’
Fees. Any party to this Contract who is the prevailing party in any
legal or equitable proceeding against the other party brought for a breach of
this Contract shall additionally be entitled to recover court costs and
reasonable attorneys’ fees from the non-prevailing party.







	 	23.	
Effectiveness. This
Contract shall have no binding force or effect on either party unless and until
each of the parties shall have executed this Contract and delivered their
respective signatures hereon to one another.







	 	24.	
Time is of the
Essence. Time is expressly declared to be of the essence for this Contract.







	 	25.	
Governing Law. This
Contract shall be construed and enforced in accordance with the laws of the
State where the Real Estate is located.








	 	26.	
Survival. All rights,
duties, representations, warranties, covenants and obligations of the parties
set forth in this Contract shall survive the Closing, except as otherwise
provided in this Contract.







	 	27.	
Severability. In the
event any one or more provisions in this Contract shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof, and
this Contract shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein.






	 	28.	
Interpretation. The
terms and conditions of this Contract represent the results of bargaining and
negotiations among the parties, each of which has been represented by counsel of
its own selection, and neither of which has acted under duress or compulsion,
whether legal, economic, or otherwise, and represent the results of a combined
draftsmanship effort. The terms and conditions hereof shall be interpreted and
construed in accordance with their usual and customary meanings and the parties
hereby expressly waive and disclaim any rule of law or procedure requiring
otherwise, specifically including but not limited to any rule of law to the
effect that ambiguous or conflicting terms or conditions shall be interpreted or
construed against the party whose counsel prepared this Contract or any earlier
draft hereof. Section headings are for convenience only and shall not affect the
interpretation of this Contract.







	 	29.	
Counterparts. This
Contract may be executed in two (2) or more counterparts, and by each of the
parties on separate counterparts, each of which shall be deemed an original and
all of which, taken together, shall constitute one and the same instrument.







[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]










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        IN WITNESS WHEREOF, Seller
and Purchaser have caused this Contract to be executed by their duly authorized
representatives as of the Effective Date.


	
 	
“SELLER”



THE KELLER MANUFACTURING COMPANY, INC.,

an Indiana corporation






BY:

            
            
(signature)





ITS:

            
            
(printed name and title)








	
 	
“PURCHASER”



STRUCTURAL SYSTEMS, INC.,

a Maryland corporation






BY:

            
            
(signature)





ITS:

            
            
(printed name and title)














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ESCROW AGENT ACKNOWLEDGMENT 





     
        The undersigned, hereby
agreeing to serve as Escrow Agent under the terms of the foregoing Contract for
Purchase and Sale of Real Estate (the “Contract”), hereby acknowledges
receipt of the said Ten Thousand Dollars and NO/100 ($10,000.00) earnest money
deposit, and agrees to disburse the same only in accordance with the terms of
the Contract. 




        Acknowledged
this 17th day of April, 2003.



	
 	
“ESCROW AGENT”



COMMERCIAL TITLE GROUP, INC., an issuing agent of

Fidelity National Title Insurance Company of New York






BY:  /s/ Barbara G. Blitz

           
            
(signature)





ITS:  Barbara G. Blitz, Vice President

            
            
(printed name and title)














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EXHIBIT A 






Parcel 1: 




All that certain
parcel of land located on the western side of Routes 3 and 522 within the present
corporate limits of the Town of Culpeper, Culpeper County, Virginia, and being a part of
the tract of land sometimes known as “Declair”, and according to a survey made
by J. I. Covell, CLS, on July 21, 1969, a plat of which is attached hereto and made a part
of this deed, the said land is described by metes and bounds as follows: Beginning at a
point in the west line of the highway, the present corner of the Keller lot; thence with
the highway S 27-34 E 40.00’ to the north line of a new 60’ street; thence with
that line S 62-26 W 50.00 ’ to a curve; thence with the curve, deflection angle
10-29, radius 526.11', tangent 47.31 ‘; thence continuing with the road S 72-55 W
818.38' to a rod, corner with the Seaboard Allied lot; thence with that lot N 75-36 W
785.24’ to a post, corner with Keller in the Seaboard Allied line; thence with the
present Keller line N 85-16 E 685.90', N 85-01 E 984.63’ to the beginning.




Parcel 2: 




All of that certain
tract of land with all appurtenances thereunto belonging located about one-half mile east
of the corporate limits of the Town of Culpeper in Catalpa Magisterial District, Culpeper
County, Virginia, and being bounded by Routes 522 and 3 on its easterly side, the
remaining lands of John H. Hitt on its southerly side and the right of way of the Southern
Railway on its westerly side and, according to a survey made by J. I. Covell, Certified
Surveyor, on December 7, 1964 and revised on December 14, 1964, a plat of which is
attached hereto and made a part of this deed, the said land is described by metes and
bounds as follows: Beginning at a point in the east line of the Southern Railway
113.8’ southerly from the center of a culvert under the tracks, corner with remaining
Hitt property; thence with the railroad N 14-24 E 2414.5’ to the southwest line of
the highway; thence with that line S 42-34 E 178.3'; thence an irregular curve whose chord
is S 33-54 E 483.1'; thence S 27-34 E 200.0', S 29-51 E 250.2', S 27-34 E 550.0', S 23-45
E 150.3', S 27-34 E 200.0', S 29-12 E 350.01', S 27-34 E 256.6' to a point 10.0’
north of the center of a small stream bed, new corner with remaining Hitt property; thence
new lines with Hitt S 85-01 W 972.9’ to a large cedar on the south side of the
stream, S 85-16 W 685.9’ to a point at a fence corner, N 75-36 W 260.2’ to the
beginning.









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