Exhibit - Real Estate Sales Purchase Agreement





Exhibit 10.1







REAL ESTATE SALES PURCHASE AGREEMENT 






        This
Real Estate Sales Purchase Agreement, made and entered
into this 21st day of November, 2003, by and between THE KELLER
MANUFACTURING COMPANY, INC., hereinafter referred to as SELLER, and YOUNG
MEN’S CHRISTIAN ASSOCIATION OF HARRISON COUNTY, INC., a/k/a YMCA,
hereinafter referred to as BUYER.




        For and in consideration of the
mutual obligations herein contained, Seller agrees to sell, convey, transfer and
assign to Buyer, and Buyer agrees to purchase from Seller, certain property
located in Corydon, IN 47112, Harrison County, Indiana and more particularly
described as follows:



	 	
All that part of a 44.3 acre tract of land owned by the Seller in Section 30, Township 3
South, Range 4 East and Section 25, Township 3 South, Range 3 East, in Harrison County,
Indiana.
	 






        
(1)        
PURCHASE PRICE–The total purchase price for the real
estate agreed to be sold and being the amount Seller is willing to accept and
Buyer to pay is the sum of FIVE HUNDRED THOUSAND DOLLARS and ZERO CENTS,
($500,000.00).



        
(2)        
EARNEST MONEY-Buyer shall pay the sum of TEN THOUSAND DOLLARS
and ZERO CENTS ($10,000.00) as earnest money.



        
(3)         MANNER OF
PAYMENT-Buyer shall pay the remaining principal balance of the purchase
price of FOUR HUNDRED NINETY THOUSAND DOLLARS and ZERO CENTS
($490,000.00) on date of closing. Buyer shall pay all fees associated with
any financing they obtain.



        
(4)        
CLOSING-The closing of the sale shall be on or before
January 31, 2004. If Buyer fails to close within said time, Seller may elect to
terminate this agreement and keep earnest money.



        
(5)        
POSSESSION-The possession of the property shall be
delivered to Buyer upon closing.



        
(6)        
TITLE APPROVAL- Seller shall provide the Corporate Warranty
Deed. The Buyer shall pay all title examination costs, closing costs, inspection
fees and all recording fees.



        
(7)        
TAXES-Taxes shall be prorated to the date of closing. Buyer
shall assume real estate taxes commencing at closing and thereafter.



        
(8)        
ATTORNEY’S FEES-Any party to this agreement who is the prevailing party in
any legal or equitable proceeding against any other party brought under or with
relation to the agreement or transaction shall be additionally entitled to
recover court costs and reasonable attorney’s fees from the non-prevailing
party.








        
(9)        
CASUALTY LOSS-Risk of loss by damage or destruction to the property prior
to the closing shall be borne by Seller. In the event any such damage or
destruction is not fully repaired prior to closing, Buyer, at Buyer’s
option, may either terminate this agreement or elect to close the transaction,
in which event Seller’s right to all insurance proceeds resulting from such
damage or destruction shall be assigned in writing by Seller to Buyer. Buyer
shall bear risk of loss after closing. Buyer is responsible for obtaining hazard
insurance after closing.



        
(10)        
MISCELLANEOUS-



	 	
        (a)        
Conveyance of this property shall be by Corporate Warranty Deed, subject to taxes, easements, restrictive
covenants and encumbrances or record, unless otherwise agreed.







	 	
        (b)        
Any notice required or
permitted to be delivered hereunder, shall be deemed received when personally
delivered, transmitted by facsimile or sent by express courier or United States
mail, postage prepaid, certified and return receipt requested, addressed to
Seller or Buyer or the designated agent of either party, as the case may be, at
the following addresses.





        
        
        
SELLER:    P.O. Box 8, Corydon, IN 47112

        
        
        
BUYER:    P.O. Box 156, Corydon, IN 47112




	 	
        (c)        
This agreement shall be
construed under and in accordance with the laws of the State of Indiana and is
binding upon the parties’ respective heirs, executors, administrators,
legal representatives, successors, and assigns.







	 	
        (d)        
In case any provision
contained in this agreement is held invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any
other provision of this agreement.







	 	
        (e)        
This agreement constitutes
the sale and only agreement of the parties and supercedes any prior
understandings or written or oral agreements between the parties respecting the
transaction and cannot be changed except by their written consent.







	 	
        (f)        
All rights, duties and
obligations of the parties shall survive the passing of title to, or an interest
in the property.








	 	
        (g)        
This Agreement shall be
subject to a Phase I Environmental Assessment to be performed at the expense of
the YMCA.








	 	
        (h)        
The name “Keller” will be included in the name of the park on the
acquired property, except under the circumstance where a significant
contribution is made contingent upon having naming rights. The buyer will make
all reasonable efforts to keep “Keller” in the name of the
park.









        (11)        
TIME-Time is of the essence.




        This Agreement shall be binding
on each of the parties, their heirs, representatives, successors and assigns.





        Dated this 21st day of November,
2003.




	
Date:  11/21/03











Date:  11/21/03	
By:  /s/ David T. Richardson

Name Printed:  David T. Richardson

Title:  CFO

THE KELLER MANUFACTURING COMPANY, INC., Seller





By:  /s/ Jerry Reinhardt

Name Printed:  Jerry Reinhardt

Title:  President-Board of Directors

YOUNG MEN'S CHRISTIAN ASSOCIATION OF

HARRISON COUNTY, INC., Buyer










	
STATE OF INDIANA



COUNTY OF HARRISON
	
)

) SS:

)






        
Before me a Notary Public in and for said County and State, personally appeared
THE KELLER MANUFACTURING COMPANY, INC. by David Richardson its CFO and
acknowledged the execution of the foregoing purchase agreement. Witness by hand
and Notary Seal this 21st day of November, 2003.




	
My Commission expires:

May 9, 2007
	
/s/  Paula L. Smith

Name Printed:

Notary Public








	
STATE OF INDIANA



COUNTY OF HARRISON
	
)

) SS:

)






         Before me a Notary Public in
and for said County and State, personally appeared YOUNG MEN‘S CHRISTIAN
ASSOCIATION OF HARRISON COUNTY, INC. by Jerry Reinhardt its President, Bd of
Dir. and acknowledged the execution of the foregoing purchase agreement. Witness
by hand and Notary Seal this 21st day of November, 2003.




	
My Commission expires:

May 9, 2007
	
/s/  Paula L. Smith

Name Printed:

Notary Public








THIS INSTRUMENT PREPARED BY:

Christopher L. Byrd, Attorney #23526-49

HAROLD E. DILLMAN, Attorneys at Law

219 N. Capitol Avenue, Suite 200

P.O. Box 640

Corydon, IN 47112

(812) 738-2100







ACCEPTANCE OF OFFER AND RECEIPT OF EARNEST MONEY 






        The Undersigned, Seller,
hereby accepts such offer and acknowledges receipt of TEN THOUSAND DOLLARS and
ZERO CENTS ($10,000.00) as Earnest Money to be held for Buyer’s benefit and
either applied or forfeited according to the terms of this Contract for Purchase
of Real Estate. 




         THIS
OFFER ACCEPTED THIS 21st DAY OF NOVEMBER, 2003, at 9:00, ____.m.





	
Date:  11/21/03











Date:  11/21/03	
By:  /s/ David T. Richardson

THE KELLER MANUFACTURING COMPANY, INC., Seller







By:  /s/ Jerry Reinhardt

YOUNG MEN'S CHRISTIAN ASSOCIATION OF

HARRISON COUNTY, INC., Buyer