Exhibit 10(m)




 




COMMERCIAL

CONTRACT - IMPROVED PROPERTY




 




1.              PARTIES:  Seller agrees to sell and convey to Buyer

the Property described in Paragraph 2. Buyer agrees to buy the Property from

Seller for the sales price stated in Paragraph 3. The parties to this contract

are:




 




Seller:          Haggar Clothing Co., successor in

interest to Haggar Realty Company




Address:       6113 Lemmon Avenue Dallas, Texas 75209




Phone:                                                                                                                                                                                                             Fax:




 




Buyer:          PPM Specialists Ltd.,




Address:       2100 McKinney, Suite 1760, Dallas,

Texas 75201




Phone:          214-224-1970                                                                                                                                                                                 Fax:  214-224-1989




 




2.              PROPERTY:




 




A.           “Property” means that real property situated

in Dallas County, Texas at 6113 Lemmon Avenue, Dallas, Texas (address) and that is depicted on the

attached Exhibit A.




 




B.             Seller will sell and convey the Property

together with:




(1)                                  all

buildings, improvements, and fixtures;




(2)                                  all

rights, privileges, and appurtenances pertaining to the Property, including

Seller’s right, title and interest in any minerals, utilities, adjacent

streets, alleys, strips, gores, and rights-of-way;




(3)                                  Seller’s

interest in all leases, rents, and security deposits for all or part of the

Property;




(4)                                  Seller’s

interest in all licenses and permits related to the Property;




(5)                                  Seller’s

interest in all third party warranties or guaranties, if transferable, relating

to the Property or any fixtures;




 




(Describe any exceptions, reservations, or

restrictions in Paragraph 11 or an addendum.)




(If the Property is a condominium, attach

condominium addendum.)




 




3.              SALES

PRICE: At or before closing, Buyer will pay the following sales

price for the Property:




 




	

  A.


  	

  Cash portion payable by Buyer at closing


  	

   


  	

  $


  	

  15,500.000


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  B.


  	

  Sum of all financing described in Paragraph

  4


  	

   


  	

  $


  	

  —


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  C.


  	

  Sales price (sum of 3A and 3B)


  	

   


  	

  $


  	

  15,500,000


  	

   


  





 




1





























 




4.              N/A




 




5.              EARNEST

MONEY:




 




A.           Not later than 3 days after the effective

date, Buyer must deposit $25,000 as earnest money with Allegiance Title

Company, Attn:  Alan Edmondson (title

company and escrow agent) at 2100 McKinney, Suite 1200, Dallas, Texas 75201

(title company’s address), Buyer will deposit additional earnest money of

$75,000 on or before the expiration of the Inspection Period (hereafter

defined).  The title company is the

escrow agent under this contract.




 




B.             If Buyer fails to timely deposit the

earnest money, Seller may terminate this contract by providing written notice

to Buyer before Buyer deposits the earnest money and may exercise Seller’s

remedies under Paragraph 15.




 




C.             Buyer may instruct the escrow agent to

deposit the earnest money in an interest bearing account at a federally insured

financial institution and to credit any interest to Buyer.




 




6.              TITLE

POLICY, SURVEY, AND UCC SEARCH:




 




A.           Title Policy:




 




(1)          Seller,

at Seller’s expense, will furnish Buyer an Owner’s Policy of Title Insurance

(the title policy) issued by the title company in the amount of the sales

price, dated at or after closing, insuring Buyer against loss under the title

policy, subject only to:




(a)          those

title exceptions permitted by this contract or as may be approved by Buyer in

writing: and




(b)         the

standard printed exceptions contained in the promulgated form of title policy

unless this contract provides otherwise.




 




(2)          The

standard printed exception as to discrepancies, conflicts, or shortages in area

and boundary lines, or any encroachment or protrusions, or any overlapping

improvements:




o    (a)          will

not be amended or deleted from the title policy.




 




ý    (b)         will

be amended to read “shortages in areas” at the expense of ý

Buyer if requested by Buyer.




 




(3)          Buyer

may object to any restrictive covenants on the Property within the time

required under Paragraph 6D.




 




(4)          Within

14 days after the effective date, Seller will furnish Buyer a commitment for

title insurance (the commitment) including legible copies of recorded documents

evidencing title exceptions. Seller authorizes the title company to deliver the

commitment and related documents to Buyer at Buyer’s address.




 




2





























 




B.             Survey:




 




(1)          Within

30 days after the effective date:




 




	

  ý


  	

  (a)


  	

  Buyer will

  obtain a survey of the Property at Buyer’s expense and deliver a copy of the

  survey to Seller. If the closing occurs, Seller will reimburse Buyer for the

  cost of such survey, such reimbursement obligation not to exceed, however,

  $3,000.


  
	

   


  	

   


  	

   


  
	

  o


  	

  (b)


  	

  Seller, at

  Seller’s expense, will furnish Buyer a survey of the Property dated after the

  effective date.


  
	

   


  	

   


  	

   


  
	

  o


  	

  (c)


  	

  Seller will

  deliver a true and correct copy of Seller’s existing survey of the Property

  dated

                Seller,

  at Seller’s expense:


  
	

   


  	

   


  	

   


  
	

   


  	

  o


  	

  (i)


  	

  will have

  the existing survey recertified on a date not earlier

  than     


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  o


  	

  (ii)


  	

  will not

  have the existing survey recertified. Seller o

  will o will not deliver to

  the title company an affidavit required by the title company for approval of

  the survey that states that Seller knows of no changes or alterations to the

  Property as depicted on the survey.


  





 




(2)          The

survey required under Paragraph 6B(1) must be made by a Registered Professional

Land Surveyor acceptable to the title company. The survey must:




(a)             identify the Property by met and bounds or

platted lot description;




(b)            show that the survey was made and staked on

the ground with corners permanently marked;




(c)             set forth the dimensions and total area of

the Property;




(d)            show the location of all improvements,

highways, streets, roads, railroads, rivers, creeks or other waterways, fences,

casements, and rights-of-way on the Property with all easements and

rights-of-way referenced to their recording information;




(e)             Show any discrepancies or conflicts in

boundaries, any visible encroachments, and any portion of the Property lying in

a special flood hazard area (an “A” or “V” zone as shown on the current Federal

Emergency Management Agency (FEMA) flood insurance rate map); and




(f)               contain the surveyor’s certificate that

the survey is true and correct.




 




C.             UCC Search:




 




	

  o


  	

  (1)


  	

  Within

         days after the effective date, Seller,

  at Seller’s expense, will furnish Buyer a Uniform Commercial Code (UCC)

  search prepared by a reporting service and dated after the effective date.

  The search must identify documents that are on file with the Texas Secretary

  of State and the county where the Property is located that relate to all

  personal Property on the Property and show, as debtor, Seller and all other

  owners of the personal property in the last 5 years.


  
	

   


  	

   


  	

   


  
	

  ý


  	

  (2)


  	

  Buyer does

  not require Seller to furnish a UCC search.


  





 




D.            Buyer’s Objections to the Commitment,

Survey, and UCC Search:




 




(1)          Within

10 days after Buyer receives the commitment, copies of the documents evidencing

title exceptions, any required survey, and any required UCC search, Buyer may

object to matters disclosed in the items




 




3





























 




(2)          Seller may, but is not obligated to,

cure Buyer’s timely objections within 20 days after Seller receives the

objections; provided that Seller shall be obligated to cure the effects of the

following by Closing (collectively, the “Mandatory Core Matters”) liens against

the Property created by or under Seller and conveyances of interests in the

Property made after the effective date hereof. 

The closing date will be extended as necessary to cure the

objections.  If Seller fails cure the

objections by the time required, Buyer may terminate this contract by providing

written notice to Seller within 5 days after the time by which Seller must cure

the objections.  If Buyer terminates, the

earnest money, less any independent consideration under Paragraph 7B(3)(a),

will be refunded to Buyer.




 




(3)          Buyer’s failure to timely object or

terminate under this Paragraph 6D is a waiver of Buyer’s right to object except

that Buyer will not waive the requirements in Schedule C of the commitment nor

Seller’s obligation to cure the effects of the Mandatory Cure Matters




 




7.              PROPERTY CONDITION:  (Check A or B only)




 




	

  ý


  	

  A.


  	

  Present Condition:  (Check (1) or (2) only)


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  ý


  	

  (1)


  	

  Buyer accepts the Property in its present “as-is” condition


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  o


  	

  (2)


  	

  Buyer accepts the Property in its present condition except that

  Seller, at Seller’s expense, will complete the following before

  closing:                                                   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  





 




	

  ý


  	

  B.


  	

  Feasibility:


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  (1)


  	

  Delivery of Property Information: 

  Within 10 days after the effective date, Seller will deliver to Buyer

  the following items to the extent that the items are in Seller’s possession

  or are readily available to Seller. 

  Any item not delivered is deemed not in Seller’s possession or readily

  available to Seller.  The items Seller

  will deliver are:


  
	

   


  	

   


  	

   


  	

  (e)


  	

  copies of all current service, maintenance, and management agreements

  relating to the ownership and operation of the Property;


  
	

   


  	

   


  	

   


  	

  (m)


  	

  copies of all previous environmental assessments, studies, or

  analyses made on or relating to the Property;


  
	

   


  	

   


  	

   


  	

  (n)


  	

  real and personal property tax statements for the Property for the

  previous 2 calendar years; and        ;


  





 




4





























 




(2)          Inspections, Studies or Assessments:




 




(a)          For

a period of 120 days after the effective date (such 120 day period being the

“Inspection Period”) Buyer, at Buyer's expense, may complete or cause to be

completed inspections, studies, or assessments of the Property, including all

improvements and fixtures. Inspections, studies, or assessments may include,

but are not limited to:




(i)             physical

property inspections (for example, structural pest control, mechanical,

structural, electrical, and plumbing inspections);




(ii)          economic

feasibility studies;




(iii)       environmental

assessments (for example, soil tests, air sampling, and paint sampling);




(iv)      engineering

studies; and




(v)         compliance

inspections (for example, compliance determination with zoning ordinances,

restrictions, building codes, and statutes).




 




(b)         Seller,

at Seller’s expense, will turn on all utilities necessary for Buyer to make

inspections, studies, or assessments.




 




(c)          Buyer

must:




(i)             employ

only trained and qualified inspectors and assessors;




(ii)          notify

Seller, in advance, of when the inspections or assessors will be on the

Property;




(iii)       abide

by any reasonable entry rules or requirements that Seller may require;




(iv)      not

interfere with existing operations or occupants of the Property; and




(v)         restore

the Property to its original condition if altered due to inspections, studies,

or assessments that Buyer completes or causes to be completed.




 




(d)         Except

for those matters that arise form the negligence of Seller or Seller’s agents,

Buyer is responsible for any claim, liability, encumbrance, cause of action,

and expenses resulting from Buyer’s inspections, studies, or assessments,

including any property damage or personal injury. Buyer will indemnify, hold

harmless, and defend Seller and Seller’s agents against any claim involving a

matter for which Buyer is responsible under this paragraph. Notwithstanding the

foregoing, Buyer’s indemnification obligation shall not extend to or cover any

claims, liabilities, causes of action or expenses arising out of the discovery

or release of hazardous substances or materials, nor shall it cover any

diminution in the value of the Property as a consequence of the results

revealed by the Buyer’s tests and inspections. 

This paragraph survives termination of this contract.






 




(3)          Feasibility

Periods and Right to Terminate:  Buyer

may terminate this contract for any reason prior to the expiration of the

Inspection Period by providing Seller with written notice of termination. If

Buyer does not terminate within the time required, Buyer accepts the Property

in its present “as is” condition. Seller is not obligated to make any repairs

under this contract. (Check only one box)




 




	

  o


  	

  (a)


  	

  If Buyer

  terminates under this Paragraph 7B(3), the earnest money will be refunded to

  Buyer less $       that Seller will retain

  as independent consideration for Buyer’s right to terminate. Buyer has

  tendered the independent consideration to Seller upon payment of the full

  amount specified in Paragraph 5 to the escrow agent. The independent

  consideration is to be credited to the sales price only upon closing of the

  sale.


  
	

   


  	

   


  	

   


  
	

  ý


  	

  (b)


  	

  Buyer has

  paid Seller $100 as independent consideration for Buyer’s right to terminate

  by tendering such amount directly to Seller or Seller’s agent. If Buyer

  terminates under this Paragraph 7B(3), the earnest money will be refunded to

  Buyer and Seller will retain the independent consideration. The independent

  consideration x will o

  not be credited to the sales price upon closing of the sale.


  





 




5





























 




	

  (4)


  	

  Return of

  Property Information:  If this contract terminates for any reason, Buyer will, not

  later than 10 days after the termination date:  (i) return to Seller all those items described in Paragraph

  7B(1) that Seller delivered to Buyer and all copies that Buyer made of those

  items; and (ii) deliver copies of all inspection and assessment reports

  (excluding economic feasibility studies) related to the Property that Buyer

  completed (all of which shall be accepted by Seller without recourse to, or

  representation by Buyer) or caused to be completed. 


  
	

   


  	

  This

  Paragraph 7B(4) survives termination of this contract.  


  
	

   


  	

   


  
	

  (5)


  	

  Contract

  Affecting Operations:  Seller may not enter into, amend, or terminate any other

  contract that affects the 


  
	

   


  	

  operations

  of the Property and which will survive the Lease (as such term is defined in

  the Addendum of Additional Terms attached hereto) without Buyer’s prior

  written approval.  


  





 




8.              BROKERS:




 




A.           The brokers to this sale are:




 




	

  The Chaltas

  Company


  	

   


  	

  The Staubach

  Company


  
	

  Cooperating

  Broker


  	

  License No.


  	

   


  	

  Principal

  Broker


  	

  License No.


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  3501

  Villanova, Suite 200, Dallas, TX 75225


  	

   


  	

  15601 Dallas

  Parkway, Suite 400, Addison, TX 75001


  
	

  Address


  	

   


  	

   


  	

  Address


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  214-368-2278


  	

   


  	

  972-361-5208


  
	

  Phone


  	

  Fax


  	

   


  	

  Phone


  	

  Fax


  





 




	

  Cooperating

  Broker represents buyer.


  	

   


  	

  Principal

  Broker: (Check only one box)


  
	

   


  	

   


  	

   


  	

  ý 

  represents Seller only.


  
	

   


  	

   


  	

   


  	

  £  represents Buyer only.


  
	

   


  	

   


  	

   


  	

  £  is an intermediary between Seller and

  Buyer.


  





 




B.             Fees: (Check only one box.)




 




	

   


  	

  £


  	

  (1)


  	

  Seller will

  pay Principal Broker the fee specified by separate written commission

  agreement between Principal Broker and Seller. Principal Broker will pay

  Cooperating Broker the fee specified in the Agreement Between Brokers found

  below the parties’ signatures to this contract.


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  S


  	

  (2)


  	

  At the

  closing of this sale, evidenced by payment of the sales price and delivery of

  the special warranty deed, Seller will pay:


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  Cooperating

  Broker a total cash fee of:


  	

  Principal

  Broker a total cash fee of:


  
	

   


  	

   


  	

   


  	

  S  1.5% of the sales price.


  	

  S  1.5% of the sales price.


  
	

   


  	

   


  	

   


  	

  £ 

                                                      .


  	

  £ 

                                                      .


  





 




The cash fees

will be paid in Dallas County, Texas. Seller authorizes escrow agent to pay the

brokers from the Seller’s proceeds at closing.




 




NOTICE: 

Chapter 62, Texas Property Code, authorizes a broker to secure an earned

commission with a lien against the Property.




 




6





























 




9.              CLOSING:




 




A.           The

closing of the sale will be on or before 30 days after expiration of the

Inspection Period or within 7 days after objections to title have been cured,

whichever date is later (the closing date). If either party fails to close by

the closing date, the non-defaulting party may exercise the remedies in

Paragraph 15.




 




B.             At

closing, Seller will execute and deliver, at Seller’s expense, a £ general S special warranty

deed. The deed must include a vendor’s lien if any part of the sales price is

financed. The deed must convey good and indefeasible title to the Property and

show no exceptions other than those permitted under Paragraph 6 or other

provisions of this contract. Seller must convey the Property at closing:




(1)          with

no liens, assessments, or Uniform Commercial Code or other security interests

against the Property which will not be satisfied out of the sales price unless

securing loans Buyer assumes;




(2)          without

any assumed loans in default; and




(3)          with

no persons in possession of any part of the Property as lessees, tenants at

sufferance, or trespassers except tenants under the written leases assigned to

Buyer under this contract and the Lease.




 




The

description of the Property contained in the deed shall be that set forth in

the survey.




 




C.             At

closing, Seller, at Seller’s expense, will also deliver:




(1)          tax

statements showing no delinquent taxes on the Property;




(4)          to

the extent that the following items are assignable, an assignment to Buyer of

the following items as they relate to the Property or its operations:




(a)          licenses and permits;




(b)         maintenance, management, and other contracts;

and




(c)          warranties and guaranties;




(6)          evidence

that the person executing this contract is legally capable and authorized to

bind Seller; and




(7)          any

notices, statements, certificates, affidavits, releases, and other documents

required by this contract, the commitment, or law necessary for the closing of

the sale and the issuance of the title policy, all of which must be completed

and executed by Seller as necessary.




 




D.            At

closing, Buyer will:




(1)          pay

the sales price in good funds acceptable to the escrow agent;




(2)          deliver

evidence that the person executing this contract is legally capable and

authorized to bind Buyer;




(3)          execute

and deliver any notices, statements, certificates, or other documents required by

this contract or law necessary to close the sale.




 




E.              Unless

the parties agree otherwise, the closing documents will be as found in the

basic forms in the current edition of the State Bar of Texas Real Estate Forms

Manual without any additional clauses.




 




10.       POSSESSION:

Seller will deliver possession of the Property to Buyer upon closing and

funding of this sale in its condition on commencement of the Inspection Period,

ordinary wear and tear excepted. Until closing, Seller will operate the

Property in the same manner as on commencement of the Inspection Period. Any

possession by Buyer before closing or by Seller after closing that is not

authorized by a separate written lease agreement is a landlord-tenant at

sufferance relationship between the parties.




 




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11.       SPECIAL

PROVISIONS:  (Identify exhibit of special provisions are contained

in an attachment.)




 




See Addendum

of Additional Terms attached hereto and made a part hereof.




 




12.       SALES EXPENSES:




 




A.           Seller’s Expenses:  Seller will pay for the following at or

before closing:




(1)          releases of existing liens, other than those

liens assumed by Buyer, including prepayment penalties and recording fees;




(2)          release of Seller’s loan liability, if

applicable;




(3)          tax statements or certificates;




(4)          preparation of the deed and any bill of sale;




(5)          one-half of any escrow fee;




(6)          costs to record any documents to cure title

objections that Seller elects to or is obligated to cure; and




(7)          other expenses that Seller will pay under

other provisions of this contract.




 




B.             Buyer’s Expenses:

Buyer will pay for the following at or before closing:




(1)          all loan expenses (for example, application

fees, origination fees, discount fees, buy-down fees, commitment fees,

appraisal fees, assumption fees, recording fees, tax service fees, mortgages

title policy expenses, credit report fees, document preparation fees, interest

expense that Buyer’s lender requires Buyer to pay at closing, loan related

inspection fees, amortization schedule fees, courier fees, underwriting fees,

wire transfer fees, and other fees required by Buyer’s lender);




(2)          preparation fees of any deed of trust,




(3)          recording fees for the deed and any deed of

trust;




(4)          premiums for flood and hazard insurance as

may be required by Buyer’s tender;




(5)          one-half of any escrow fee;




(6)          copy and delivery fees for delivery of the

title commitment and related documents; and




(7)          other expenses that Buyer will pay other

provisions of this contract.




 




13.       PRORATIONS, ROLLBACK TAXES,

ESTOPPEL CERTIFICATES, RENT, AND DEPOSITS:




 




A.           Prorations:




 




(1)          Interest on any assured loan, taxes, rents,

and any expense reimbursements from tenants will be prorated through the

closing date.




 




(2)          If the amount of ad valorem taxes for the

year in which the sale closes is not available on the closing date, taxes will

be prorated on the basis of taxes assessed in the previous year. If the taxes

for the year in which the sale closes vary from the amount prorated at closing,

the parties will adjust the prorations when the tax statements for the year in

which the sale closes become available. This Paragraph 13A(2) survives closing.




 




(3)          If Buyer assumes a loan or is taking the

Property subject to an existing lien, Seller will transfer all reserve deposits

held by the lender for the payment of taxes, insurance premiums, and other

charges to Buyer at closing and Buyer will reimburse such amounts to Soller by

an appropriate adjustment at closing.




 




B.             Rollback

Taxes:  If Seller changes the use of

the Property before closing or if a denial of a special valuation on the

Property claimed by Seller results in the assessment of additional taxes,

penalties, or interest (assessments) for periods before closing, the

assessments will be the obligation of Seller. If this sale or Buyer’s use of

the Property after closing results in additional assessments for periods before

closing, the assessments will be the obligation of Buyer. This Paragraph 13B

survives closing.




 




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C.             N/A




 




D.            N/A




 




14.       CASUALTY LOSS AND

CONDEMNATION:




 




A.           If

any part of the Property is damaged or destroyed by fire or other casualty

after the effective date. Seller at its option, may restore the Property to its

previous condition as soon as reasonably possible and not later than the

closing date. If Seller has not done so or elects not to do so, Buyer may:




(1)          terminate this contract and the earnest

money, less any independent consideration under Paragraph 7B(3)(a), will be

refunded to Buyer;




(2)          extend the time for performance up to 15 days

and the closing date will be extended as necessary; or




(3)          accept at closing: (i) the Property to its

damaged condition; (ii) an assignment of any insurance proceeds Seller is

entitled to receive along with the insurer’s consent to the assignment; and

(iii) a credit to the sales price on the amount of any unpaid deductible under

the policy for the loss.




 




B.             If

before closing, condemnation proceedings are commenced or threatened by a party

with the power of eminent domain against any part of the Property, Buyer may:




(1)          terminate this contract by providing written

notice to Seller within 15 days after Buyer is advised of the condemnation

proceedings and the earnest money, less any independent consideration under

Paragraph 7B(3)(a), will be refunded to Buyer; or




(2)          take title to the Property subjects to such

condemnation without or any reduction of the sales price and Seller will assign

Buyer at closing any rights Seller has to the proceeds of such condemnation. If

Buyer elects under this clause (2), Seller shall not settle or compromise any

award without Buyer’s written consent, which consent shall not be unreasonably

withheld or delayed




 




15          DEFAULT:




 




A.           If

Buyer fails to comply with this contract, Buyer is in default and Seller may as

its sole remedy:




(1)          terminate this contract and receive the

earnest money as liquidated damages, thereby releasing the parties from this

contract.




 




9





























 




C.             If

Seller fails to comply with this contract, Seller is in default and Buyer may,

as its sole remedy, either




 




(1)          terminate

this contract and receive the earnest money less any independent consideration

under Paragraph 7B(3)(a) as liquidated damages thereby releasing the parties

from this contract; or




(2)          enforce

specific performance.




 




16.       ATTORNEY’S FEES: If

Buyer, Seller, any broker, or any escrow agent is a prevailing party in any

legal proceeding brought under or with relation to this contract or this

transaction, such party is entitled to recover from the non-prevailing parties

all costs of such proceeding and reasonable attorney’s fees. This Paragraph 16

survives termination of this contract.




 




17.       ESCROW:




 




A.           At closing, the earnest money will be

applied to the sale price.




 




B.             If both parties make written demand for

the earnest money, escrow agent may require payment of unpaid expenses incurred

on behalf of the parties and a written release of liability of escrow agent

from all parties.




 




C.             If one party makes written demand for the

earnest money, escrow agent will give notice of the demand by providing to the

other party a copy of the demand. If escrow agent does not receive written

objection to the demand from the other party within 30 days after the date

escrow agent sent the demand to the other party, escrow agent may disburse the

earnest money to the party making demand, reduced by the amount of unpaid

expenses incurred on behalf of the party receiving the earnest money and escrow

agent may pay the same to the creditors.




 




D.            Escrow agent will deduct any independent

consideration under Paragraph 7B(3)(a) before disbursing any earnest money to

Buyer and will pay the independent consideration to Seller.




 




E.              If

escrow agent complies with this Paragraph 17, each party hereby releases escrow

agent from all claims related to the disbursal of the earnest money.




 




F.              Notices

under this Paragraph 17 must be sent by certified mail, return receipt

requested.  Notices to escrow agent are

effective upon receipt by escrow agent.




 




18.       MATERIAL FACTS:       N/A




 




10





























 




19.       NOTICES:             All notices

between the parties under this contract must be in writing and are effective

when hand-delivered, mailed by certified mail return receipt requested, or sent

by facsimile transmission to the parties addresses or facsimile numbers stated

in Paragraph 1.  The parties will send

copies of any notices to the broker representing the party to whom the notices

are sent but failure to do so shall not be a default under this Contract.




 




20.       FEDERAL TAX REQUIREMENT:                                   If

Seller is a “foreign person” as defined by applicable law, or if Seller fails

to deliver at closing an affidavit that Seller is not a foreign person, then

Buyer will withhold from the sales proceeds at closing an amount sufficient to

comply with applicable tax law and deliver the amount withheld to the Internal

Revenue Service (IRS), together with appropriate tax forms.  IRS regulations require filing written

reports if currency in excess of specified amounts is received in the

transaction.




 




21.       DISPUTE RESOLUTION:                            The

parties agree to negotiate in good faith in an effort to resolve any dispute

related to this contact that may arise. 

If the dispute cannot be resolved by negotiation, the parties will

submit the dispute to mediation before resorting to arbitration or litigation

and will equally share the costs of a mutually acceptable mediator.  This paragraph survives termination of this

contract.  This paragraph does not

preclude a party from seeking equitable relief from a court of competent

jurisdiction.  The parties have no

obligation to submit the dispute to arbitration.




 




22.       AGREEMENT OF THE PARTIES:




 




A.           This contract is binding on the parties,

their heirs, executors, representatives, successors, and permitted assigns.




B.             This contract is to be construed in

accordance with the laws of the State of Texas.




C.             This contract contains the entire

agreement of the parties and may not be changed except in writing signed by

both parties.




 




11





























 




D.            If this contract is executed in a number of

identical counterparts, each counterpart is an original and all counterparts,

collectively, constitute one agreement.




 




 




 




E.              Buyer

x may assign this contract in only the

following circumstances: (1) to an entity owned or controlled by Kenneth L.

Schnitzer, Jr. or an affiliate of the Buyer, (2) in connection with a 1031 like

kind exchange or (3) to a party who, concurrent with the purchase, will lease

the property to Buyer or any entity affiliated with Buyer or owned and

controlled by Kenneth L. Schnitzer, Jr.




 




F.              Addenda

which are part of this contract are: (Check

all that apply).




 




p            (1)           Property Description Exhibit identified in

Paragraph 2;




p            (2)           Condominium Addendum;




p            (3)           Financing Addendum;




p            (4)           Commercial Property Condition Statement;




p            (5)           Addendum for Seller’s Disclosure of

information on Lead-Based Paint and Lead-Based Paint Hazards;




p            (6)           Notice to Purchaser of Real Property in a

Water District (MUD);




p            (7)           Addendum for Coastal Area Property;




p            (8)           Addendum for Property Located Seaward of the

Gulf Intracoastal Waterway; and




ý            (9)           Addendum of Additional Terms.




 




(Note: 

Counsel for the Texas Association of REALTORS® (TAR) has determined that

any of the foregoing addendum which are promulgated by the Texas Real Estate

Commission (TREC) or published by TAR are appropriate for use with this form).




 




23.       TIME:  Time

is of the essence in this contract.  The

parties require strict compliance with the times for performance.  If the last day to perform under a provision

of this contract falls on Saturday, Sunday, or legal holiday, the time for

performance is extended until the end of the next day which is not a Saturday,

Sunday, or legal holiday.




 




24.       EFFECTIVE DATE:  The

effective date of this contract for the purpose of performance of all

obligations is the date the escrow agent receipts this contract after all

parties execute the contract.




 




25.       ADDITIONAL NOTICES:




 




A.           Buyer

should have an abstract covering the Property examined by an attorney of

Buyer’s selection, or Buyer should be furnished with or obtain a title policy.




 




B.             If

the Property is situated in a utility or other statutorily created district

providing water, sewer, drainage, or flood control facilities and services,

Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the

statutory notice relating to the tax rate, bonded indebtedness, or standby fees

of the district before final execution of this contract.




 




C.             If

the Property adjoins or shares a common boundary with the tidally influenced

submerged lands of the state, §33,136, Texas Natural Resources Code, requires a

notice regarding coastal area property to be included as part of this contract.




 




D.            If

the Property is located seaward of the Gulf Intercoastal Waterway, §61,025,

Texas Natural Resources Code, requires a notice regarding the seaward location

of the Property to be included as part of this contract.




 




12





























 




E.              If

the Property is located outside the limits of a municipality, the Property may

now or later be included in the extraterritorial jurisdiction (ET) of a

municipality and may now or later be subject to annexation by the

municipality.  Each municipality

maintains a map the depicts its boundaries and ETJ.  To determine if the Property is located within a municipality’s

ETJ, Buyer should contact all municipalities located in the general proximity

of the Property for further Information.




 




F.              If

apartments or other residential units are on the Property and the units were

build before 1978, federal law requires a lead-based paint and hazard

disclosure statement to be made part of this contract.




 




G.             Brokers

are not qualified to perform property inspections, surveys, engineering

studies, environmental assessments, or inspections to determine compliance with

zoning, governmental regulations, or laws. 

Buyer should seek experts to perform such services.  Selection of experts, inspectors, and

repairmen is the responsibility of Buyer and not the brokers.




 




26.       CONTRACT AS OFFER: The

execution of this contract by the first party constitutes an offer to buy or

sell the Property.  Unless the other

party accepts the offer by 5:00 p.m., in the time zone in which the Property is

located, on February     ,  2003 the offer will lapse and become null and void.




 




READ

THIS CONTRACT CAREFULLY.  The brokers

and agents make no representation or recommendation as to the legal

sufficiency, legal effect, or tax consequences of this document or transaction.  CONSULT your attorney BEFORE signing.




 




 




	

  Buyer’s


  	

   


  	

  Seller’s


  
	

  Attorney is


  	

   


  	

   


  	

   


  	

  Attorney is


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Buyer:


  	

  PPM

  SPECIALISTS, LTD.


  	

   


  	

   


  	

  Seller:


  	

  HAGGAR

  CLOTHING CO.. a Nevada corporation


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  PPM

  Specialist of Texas, Inc., General Partners


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ Kenneth

  Schnitzer


  	

   


  	

   


  	

  By:


  	

  /s/ JM

  Haggar III


  	

   


  
	

  Printed

  Name:


  	

  Kenneth

  Schnitzer


  	

   


  	

   


  	

  Printed

  Name:


  	

  JM Haggar

  III


  	

   


  
	

  Title:


  	

   


  	

   


  	

   


  	

  Title:


  	

  Chairman

  & CEO


  	

   


  
	

   


  	

   


  	

   


  
	

  Buyer:


  	

   


  	

   


  	

   


  	

  Buyer:


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

  Printed

  Name:


  	

   


  	

   


  	

   


  	

  Printed

  Name:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  	

   


  	

  Title:


  	

   


  	

   


  
																								





 




13





























 




AGREEMENT BETWEEN BROKERS




 




Principal

Broker agrees to pay

                                      

(Cooperating Broker) a fee of

$             or          %

of the sales price when the Principal Broker’s fee is received.  Escrow agent is authorized and directed to

pay Cooperating Broker from Principal Broker’s fee at closing.  This Agreement Between Brokers supersedes

any prior offers and agreements for compensation between brokers.




 




 




	

   


  	

   


  	

   


  	

   


  
	

  Cooperating

  Broker


  	

   


  	

  Principal Broker


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

  By:


  	

   


  	

   


  
							





 




ESCROW RECEIPT




 




Escrow agent acknowledges

receipt of:




x 

A.  the contract on this day  February 14, 2003 (effective date);




x 

B.  earnest money in the amount

of $25,000 in the form of wire transfer on February 14, 2003




 




 




	

  Escrow

  Agent:


  	

  Allegiance

  Title Company


  	

   


  	

  Address:


  	

  2100

  McKinney, Suite 1200


  	

   


  
	

   


  	

   


  	

  Dallas, Texas 75201


  	

   


  
	

   


  	

   


  
	

  By:


  	

  /s/ Kerri

  Majors for Nancy Colaluca


  	

   


  	

  Phone:


  	

  214-954-5444


  	

   


  
	

   


  	

   


  	

  Fax:


  	

  214-954-5502


  	

   


  
														





 




14





























 




ADDENDUM OF ADDITIONAL TERMS




 




This Addendum

of Additional Terms (this “Addendum”) is attached to and made a part of that

certain Commercial Contract-Improved Property between Haggar Realty

Corporation, as Seller, and PPM Specialist, Ltd., as Buyer (this “Contract”).




 




1.               Studies.




 




(a)                     Buyer acknowledges that any and

all of the information, reports, tests, inspections and studies (collectively,

the “Studies”) obtained from seller or obtained by Buyer concerning the

Property are proprietary and confidential in nature.  Buyer agrees not to disclose the Studies to any party outside of

Buyer’s organization, except to its attorneys, accountants, lenders or

investors. Buyer must return all of the Studies, including all copies of the

Studies, when this Contract is terminated for any reason.




 




(b)                    Buyer acknowledges that Seller has

not made and does not make any warranty or representation regarding the truth

or accuracy of the Studies or the source thereof.  Seller has not undertaken an independent investigation as to the

truth or accuracy of the Studies and Seller has provided any Studies solely as

an accommodation to Buyer.  In

permitting Buyer to review such Studies or information to assist Buyer, no

third-party benefits or relationships of any kind, either express or implied,

have been offered, intended or created by Seller, and any such claims are expressly

rejected by Seller and waived by Buyer.




 




2.               As-Is. 

BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER HAS OR WILL

HAVE, PRIOR TO THE END OF THE INSPECTION PERIOD, THOROUGHLY INSPECTED AND

EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO

ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY.  BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES

THAT BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION

OF THE PROPERTY BY BUYER AND THAT BUYER IS PURCHASING THE PROPERTY ON AN “AS

IS, “WHERE IS” AND “WITH ALL FAULTS” BASIS. WITHOUT REPRESENTATIONS,

WARRANTIES AND COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE. IT IS

UNDERSTOOD AND AGREED THAT SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES,

WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE WITH RESPECT TO

(i) ENVIRONMENTAL MATTERS OF ANY NATURE OR KIND WHATSOEVER RELATING TO THE

PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH

ANY ENVIRONMENTAL PROTECTION, UNDERGROUND STORAGE TANKS, POLLUTION OR LAND USE

LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS AND THE EXISTENCE IN OR ON THE

PROPERTY




 




 




1





























 




OF ANY

HAZARDOUS OR TOXIC MATERIALS; (ii) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT

LIMITATION SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER

RESERVOIRS, AND LIMITATIONS REGARDING WITHDRAWAL OF WATER THEREFROM; (iii)

WHETHER OR NOT AND TO THE EXTENT TO WHICH THE PROPERTY OR ANY PORTION THEREOF

IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE

AREA, FLOOD PLAIN, FLOOD WAY OR SPECIAL FLOOD HAZARD; (iv) DRAINAGE; (v) SOIL

CONDITIONS; (vi) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE

SUBJECT; (vii) AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION

THEROF, INCLUDING WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC; (viii)

USAGE OF ANY ADJOINING PROPERTY; (ix) ACCESS TO THE PROPERTY OR ANY PORTION

THEREOF; (x) THE COMPLIANCE OR NON-COMPLIANCE OF ANY OF THE PROPERTY WITH ANY

APPLICABLE FEDERAL, STATE OR LOCAL BUILDING CODES, ORDINANCES, LAWS, STATUTES,

RULES OR REGULATIONS; (xi) THE VALUE, COMPLIANCE WITH PLANS OR SPECIFICATIONS,

LOCATION, USE, MERCHANTABILITY, CONSTRUCTION, WORKMANLIKE CONDITION, ORDER, REPAIR,

MAINTENANCE, DESIGN, QUALITY, DESCRIPTION, DURABILITY, OPERATION OR CONDITION

OF THE PROPERTY OR ANY PORTION THEREOF; (xii) THE QUALITY OF THE LABOR OR

MATERIALS INCLUDED IN THE IMPROVEMENTS ON THE PROPERTY; (xiii) THE SUITABILITY

OF THE PROPERTY OR ANY PORTION THEREOF FOR BUYER’S PURPOSES OR FITNESS FOR ANY

USAGE OR PURPOSE WHATSOEVER; OR (xiv) ANY OTHER MATTER RELATING TO THE

PROPERTY. NOTHING CONTAINED IN THIS SECTION 2 SHALL LIMIT THE WARRANTIES OF

TITLE SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED FROM SELLER TO

BUYER AT CLOSING. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF REAL

ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS

CONSULTANTS IN PURCHASING THE PROPERTY. 

THE TERMS AND CONDITIONS OF THIS SECTION SHALL EXPRESSLY SURVIVE THE

CLOSING, SHALL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENT.




 




3.               Seller’s Review Period.  Seller’s corporate headquarters is located

on the Property.  Seller shall have a

ninety (90) day period commencing on the effective date (such 90 day period is

“Seller’s Review Period” and commences on the same day the Inspection Period

commences) to determine the feasibility of relocating Seller’s headquarters to

another location.  If Seller, acting in

good faith, determines that relocation is not feasible, Seller




 




 




2





























 




may terminate

this Contract upon written notice to Buyer prior to the expiration of Seller’s

Review Period.  In such event, Buyer

shall be entitled to return of the earnest money and Seller will reimburse

Buyer for actual third party expenses incurred by Buyer in its inspection of

the Property, up to, but not exceeding, $10,000.




 




4.               Right of First Refusal.  In the event Seller terminates this Contract

pursuant to Section 3 of this Addendum, Seller, for a period of twelve (12)

months after termination, shall not enter into any agreement with a third party

to purchase the Property until Seller has first notified Buyer in writing (the

“Notice”) of its intent to do so. Buyer shall have twenty (20) days from the

date of receipt of the Notice to deliver written notice to Seller of Buyer’s

election to purchase the Property.  In

such event, within ten (10) days of Buyer’s election notice, the parties will

enter in a contract of sale containing the terms and conditions of this

Contract (excluding, however, the provisions of Section 3 and this Section 4 of

the Addendum).  If Buyer does not

deliver written notice to Seller of Buyer’s election to purchase the Property

within such twenty (20) day period, then Buyer shall have no further rights

with respect to the Property and Seller may sell the Property on any terms and

to any parties it chooses.




 




5.               Back-up Contract.  Prior to the expiration of the Inspection

Period, Seller may continue to show the Property and receive, negotiate and

accept “back-up” contracts for the sale of the Property, each of which shall be

subject to the terms of this Contract.




 




6.               Lease. At closing, Buyer, as landlord,

and Seller, as tenant, shall enter into a lease of the Property (the

“Lease”).  The Lease will be a triple

net lease (i.e. Seller, as tenant, shall pay all real estate taxes, insurance

costs, costs for utilities, all maintenance costs and the costs of all repairs,

structural or otherwise; provided that Seller’s repair obligations shall be

limited to those necessary to enable Seller to lawfully occupy the premises or

to prevent danger of harm to persons or property) for a term of eighteen (18)

months and a base rent of $102,500/month. 

The Lease will provide that Seller can terminate the Lease at any time

upon giving 180 days written notice of termination.  Further, the Lease will provide that Seller can remove, at

Seller’s expense, any and all buildings, improvements, fixtures and trade

fixtures on the Property, provided such removal is completed within ten (10)

days after expiration of the Lease. 

Buyer will permit Seller access for such purpose.  The form of Lease shall be mutually

acceptable to Seller and Buyer and the parties will negotiate its form in good

faith during the Inspection Period.  In

view of the fact that Buyer intends to demolish the improvements on the

Property upon expiration of the Lease, appropriate adjustments will be made to

standard lease provisions such as insurance, maintenance, repairs, etc. and

shall provide that any personal property of Seller or others remaining on the

Property ten (10) days after the expiration of the Lease shall be deemed

abandoned by the owner thereof.




 




3





























 




7.               Survival.  Any right of action of Buyer for the breach by Seller of any

representation, warranty or covenant contained herein shall not merge with the

deed delivered at closing but shall survive the closing.  Any suit by Buyer for any breach by Seller

of any representation, warranty or covenant contained herein must be filed on

or before one year after the closing date or shall be forever barred.  Additionally, all agreements and indemnities

of Seller and Buyer set forth in this Contract shall, to the extent not

consummated at Closing, survive the Closing of the transaction contemplated by

this Contract.




 




8.               Conflict.  If a conflict arises between the provisions of this Addendum and

any other part of this Contract, this Addendum shall modify and supersede such

other part of this Contract to the extent necessary to eliminate any such

conflict but no further.  All terms

which are defined in this Contract shall have the same meaning when used in

this Addendum and vice versa, unless otherwise defined herein.




 




9.               Confidentiality.  Prior to closing, Seller and Buyer each

agree to make no public announcement of the transaction which is the subject of

this Contract and each further agrees to use its good faith efforts to keep

such transaction confidential, except that the parties may disclose the

transaction and its terms to their respective attorneys, accountants, lenders

and investors.  After closing, Seller or

Buyer shall have the right to make a public announcement of such transaction.




 




10.         Further Agreements by Seller.  Seller agrees to indemnify and hold Buyer

harmless from and against, and to reimburse Buyer with respect to, any and all

claims, demands, causes of action, loss, damage, liabilities, costs and

expenses (including attorneys’ fees and court costs) asserted against or

incurred by Buyer by reason of or arising out of the ownership, maintenance

and/or operation of the Property prior to the closing date.




 




11.         Further Agreements by Buyer.  Buyer agrees to indemnify and hold Seller

harmless from and against, and to reimburse Seller with respect to, any and all

claims, demands, causes of action, loss, damage, liabilities, costs and

expenses (including attorneys’ fees and court costs) asserted against or

incurred by Seller by reason of or arising out of the ownership, maintenance

and/or operation of the Property subsequent to the closing date.  Nothing contained in this Section 11 shall

modify the obligations of Seller under the Lease.




 




12.         Real Estate Commissions.  Each party hereto agrees to indemnify and

hold harmless the other party from and against any and all claims, losses,

damages, costs or expenses of any kind or character arising out of or resulting

from any agreement, arrangement or understanding (except as set forth in

Paragraph 8B of this Contract) alleged to have been made by such party or on

its behalf with any broker or finder in connection with this Contract or the

transaction contemplated hereby.




 




4





























 




13.         Tax Free Exchange.  Seller, at Seller’s option, may sell the

Property in the manner necessary to accomplish a tax-free exchange under

Section 1031 of the Internal Revenue Code of 1954, as amended.  Buyer, at no expense or liability to Buyer,

will cooperate with Seller in such regard.




 




5





























 




EXHIBIT A




 




Legal Description




 




6





























 









 




7