Boss Holdings, Inc. Exhibit 10.5


EXHIBIT
  10.5

REAL
  ESTATE PURCHASE AGREEMENT  

       This
  Real Estate Purchase Agreement (“Agreement”) is made this 18th
  day of March, 2003 between Great Dane Limited Partnership, a Delaware limited
  partnership (“Seller”) and Boss Manufacturing Company, a Delaware
  corporation (“Buyer”). 

 RECITALS
   

       A.
       Seller currently holds title to that tract of
  real estate described on Exhibit A (the “Land”),
  exact legal description on the survey and title to control. 

       B.
       Seller desires to sell to Buyer and Buyer desires
  to purchase from Seller, on the terms set forth herein, the Land and: (i) all
  buildings, improvements and structures of every kind and description erected,
  situated or placed thereon; (ii) all rights, privileges, royalties, minerals,
  oil and gas rights and profits, water, water rights and water stock, easements,
  tenements, hereditaments, appendages and appurtenances belonging or in any way
  appertaining thereto; (iii) all rights, title, interest and estate of Seller
  in and to any streets, sewers, roadways, sidewalks, curbs, alleys and areas
  adjoining the Land, or portions thereof, whether vacated by law or ordinance,
  conditionally or otherwise; and (iv) all personal property of any kind or nature
  annexed, affixed, attached or related to or located on the Land or any buildings,
  improvements or structures thereon (all of the foregoing, including the Land,
  is collectively referred to as the “Property”). 

 AGREEMENT
   

       In
  consideration of the foregoing, the mutual covenants herein contained and other
  good and valuable consideration (the receipt, adequacy and sufficiency of which
  are hereby acknowledged by the parties by their execution hereof), the parties
  agree as follows. 

      1.     Sale
  and Purchase. Subject to the terms and conditions hereof, on the Closing Date
  (as hereinafter defined), Seller agrees to sell, assign, transfer, grant, bargain,
  deliver and convey to Buyer, and Buyer agrees to purchase from Seller, the Property,
  free from any Liens or Encumbrances whatsoever other than Permitted Liens and
  Permitted Encumbrances (as those terms are defined in Section 19 below). 

      2.     No
  Assumption of Liabilities. Except as specifically set forth herein, Buyer
  and Seller agree that Buyer
  is not assuming any liability of Seller and Buyer hereby disclaims any debts,
  liabilities or obligations of Seller not so specifically assumed. 

      3.     Purchase
  Price. 


        3.1.
         Basic Purchase Price. The purchase
    price to be paid by Buyer for the Property is $825,000. The purchase price
    is subject to adjustment for proration of real estate taxes (including special
    assessments, if any), personal property taxes, and water and sewer bills with
    respect to the Property (as adjusted, the “Purchase Price”).
    

   The parties shall arrange
    for termination of Seller’s utility service at the Property on the Closing
    Date, and resumption of such service in the name of Buyer immediately 








 

   thereafter. Seller shall
    be responsible for and pay all charges for utility service at the Property
    prior to and including the Closing Date, while Buyer shall be responsible
    for and pay all charges for such utility services after the Closing Date.
    

   3.2.      Payment
    of the Purchase Price. 

        3.2.1.
         Earnest Deposit. Upon the execution
    of this Agreement by all parties, Buyer is to deposit $10,000.00 with Henry
    County Title & Abstract Co. (the “Earnest Deposit”).
    The Earnest Deposit is to be paid to Seller on the Closing Date or is to be
    paid as set forth in Section 12 or Section 13, as applicable. 

        3.2.2.
         Remainder of the Purchase Price. Subject
    to Section 13, the remainder of the Purchase Price in excess of the Earnest
    Deposit is payable at the Closing (as hereinafter defined) by Buyer to Seller
    as follows: 

  
          (i)
           $250,000 in the form of a promissory note
      substantially in the form attached as Exhibit “B”
      payable to the order of Seller as seller financing, having a term of 3 years
      from the Closing Date, with interest at 3% per annum, payable interest only
      in the first year, principal payments of $2,500 per month during the second
      year along with current interest, principal payments of $3,000 per month
      during the third year along with current interest and a balloon payment
      of all remaining unpaid principal and interest due on the third anniversary
      of the Closing Date; provided, however, that if Buyer sells it Springfield,
      Illinois distribution facility (“Springfield Sale”) during the
      term of the Note, then beginning after the closing date of the Springfield
      Sale the monthly principal payments under the Note will increase to $7,000
      per month, it being understood by the parties that notwithstanding the foregoing,
      Buyer shall have no obligation to make principal payments during the first
      year of the Note even if the Springfield Sale occurs within such first year;
      and 

          (ii)     the
      remaining balance of approximately $565,000 in immediately available funds
      by cashier’s check or wire transfer as instructed by Seller, which
      amount Buyer is to obtain from one or more loans to be obtained by Buyer
      in its discretion. 

  



      4.     Closing.
  The closing of the purchase and sale contemplated herein (the  “Closing”)
  is to occur at the offices of the Title Company (as hereinafter defined) in
  Cambridge, Illinois at 10:00 a.m. Central Standard Time on April 15, 2003, or
  at such other date, time or place upon which the parties may mutually agree,
  but in no event later than April 25, 2003 (the “Closing Date”).
  On the Closing Date, Seller is to surrender possession of the Property to Buyer,
  free from any Encumbrances (other than Permitted Encumbrances) or Liens (other
  than Permitted Liens) whatsoever. All escrow costs shall be split. Buyer shall
  be responsible for all recording fees, except for lien and encumbrance release
  documents which shall be the responsibility of Seller. 

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      5.
       Seller’s Conditions. All of the
  obligations of Seller hereunder are subject to the satisfaction of every one
  of the following conditions precedent unless, and only to the extent, waived
  in writing by Seller: 


        5.1.     
    the representations and warranties of Buyer herein are true and correct
    as of the Closing Date;

        5.2.
         the covenants, agreements and undertakings
    of Buyer herein have been complied with in all material respects; 

        5.3.
         a certificate of the secretary of the Buyer
    or other officer of Buyer that contains their certification of the names and
    signatures of the officers of Buyer who have been authorized to execute and
    deliver this Agreement, the Note and any other agreement executed and delivered
    on behalf of Buyer in connection herewith; 

        5.4.
         a copy of the certificate of incorporation
    of Buyer certified as correct and complete as of a recent date by the Secretary
    of State or comparable official of the jurisdiction of organization of Buyer,
    together with a certificate containing the attestation of such officials as
    to the good standing of Buyer in such jurisdiction, and a copy of the articles
    of incorporation of Seller, as amended, certified as correct and complete
    as of the Closing Date by the secretary of the Buyer; 

        5.5.
         a certificate of the Secretary of State
    of the State of Illinois that contains the attestation of such official to
    the good standing of Buyer in such jurisdiction; 



      6.
       Buyer’s Conditions. All of the
  obligations of Buyer hereunder are subject to the satisfaction of every one
  of the following conditions precedent unless, and only to the extent, waived
  in writing by Buyer: 


        6.1.
         the representations and warranties of Seller
    herein are true and correct as of the Closing Date; 

        6.2.
         the covenants, agreements and undertakings
    of Seller herein have been complied with in all material respects; 

        6.3.
         no material adverse change to the Property
    has occurred since the date of this Agreement; 

        6.4.     Buyer
    has received authorization for this transaction from its Board of Directors
    and all other consents of third parties required for the consummation of the
    transactions contemplated hereunder have been received by Buyer;

        6.5.
         no proceeding, investigation or inquiry
    is pending or threatened by or before any arbitrator or governmental authority
    which is reasonably likely to enjoin, restrain or prohibit, or to result in
    material damages in respect of, or which is related to or arises out of, this
    Agreement or the consummation of the transactions contemplated hereby or which
    could reasonably be expected to: (i) impair or interfere in any material respect
    with the ownership or operation of the Property; (ii) reduce or have an adverse
    



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   material affect on the
    value of the Property; or (iii) result in any material liability to Buyer;
    

        6.6.
         Buyer has ordered and obtained, at its expense,
    current judgment, pending suit, tax and other Lien and Uniform Commercial
    Code financing statement searches satisfactory to Buyer with respect to Seller
    and the Property; 

        6.7.
         Buyer has received and approved the Real
    Property Documents (as hereinafter defined) in accordance with the standards
    and pursuant to the procedures provided in Section 11; 

        6.8.
         at the Closing, Seller has tendered to Buyer
    the following documents, executed in a manner and otherwise in form and substance
    reasonably satisfactory to Buyer: 

  
          6.8.1.
           a general warranty deed transferring the
      Property to Buyer, and a bill of sale for any personal property being sold
      by Seller to Buyer (if any) (collectively the “Transfer Documents”);
      

          6.8.2.     releases
      and Uniform Commercial Code termination statements, executed by the appropriate
      secured party and in a form appropriate for recording or filing, as applicable,
      that are sufficient to release any Encumbrance against the Property other
      than Permitted Encumbrances and any Lien against the Property other than
      Permitted Liens;

          6.8.3.
           a certificate of the secretary of the
      general partner or other officer of Seller that contains their certification
      of the names and signatures of the officers of Seller’s general partner
      who have been authorized to execute and deliver this Agreement, the Transfer
      Documents and any other agreement executed and delivered on behalf of Seller
      in connection herewith; 

          6.8.4.
           a copy of the certificate of limited partnership
      of Seller certified as correct and complete as of a recent date by the Secretary
      of State or comparable official of the jurisdiction of organization of Seller,
      together with a certificate containing the attestation of such officials
      as to the good standing of Seller in such jurisdiction, and a copy of the
      limited partnership agreement of Seller, as amended, certified as correct
      and complete as of the Closing Date by the secretary of the general partner
      of Seller; 

          6.8.5.
           a certificate of the Secretary of State
      of the State of Illinois that contains the attestation of such official
      to the good standing of Seller in such jurisdiction; and 

          6.8.6.
           an affidavit under §1445 of the Internal
      Revenue Code of 1986, dated as of the Closing Date, to the effect that Seller
      is not a foreign person. 

  



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        6.9.
         Buyer has received firm, written financing
    commitments from one or more lenders for acquisition and construction financing
    of $1,500,000 on terms acceptable to Buyer in its discretion; and

        6.10.
         Buyer has received and approved, at its
    expense, a building inspection and an environmental analysis of the Property
    satisfactory to Buyer in its discretion.

   Buyer shall have satisfied
    or waived compliance with each of the conditions specified in Sections 6.4,
    6.6, 6.7, 6.9 and 6.10 on or before April 8, 2003. If any above condition
    is not timely satisfied or waived by Buyer it shall be deemed that such condition
    was not timely satisfied, in which case the Earnest Deposit (including all
    interest and earnings thereon) shall be returned to Buyer in full and this
    Agreement shall be terminated and neither party shall have any further liability
    or obligation to the other hereunder. 



      7.
       Representations and Warranties of Seller.
  Seller makes the following representations and warranties to Buyer. 


        7.1.
         Property. Seller has not received
    any written notice of, nor to Seller’s knowledge is there, any proposed
    increase in the assessed valuation of the Property. There are no persons in
    possession of any of the Property other than Seller, whether under written
    leases, oral agreements or personal licenses. To Seller’s knowledge,
    none of the Property (or any part thereof) is the subject of any pending or,
    to Seller’s knowledge, threatened condemnation, eminent domain, rezoning
    or similar proceeding. To Seller’s knowledge, Seller possesses good,
    marketable and insurable fee simple title to the Property.

        7.2.
         Environmental Matters. To the best
    knowledge of Seller, Seller has received no notice that the Property or Seller’s
    conduct or business operations violates environmental laws and no condition
    or event has occurred with respect to the Property which, with the giving
    of notice, lapse of time or both, would constitute a violation of environmental
    laws. To Seller’s knowledge, Seller has not, and no predecessor in interest,
    adjacent landowner or other person has, buried, dumped, spilled, released,
    stored, installed, manufactured, disposed of or used any hazardous materials
    on or at the Property in violation of any environmental law. Seller has not
    received any notice from any person that the Property (or the operation thereof)
    is in violation of any environmental law or any permit or that Seller is responsible
    (or potentially responsible) for the cleanup of any hazardous materials at,
    on or beneath any part of the Property, or at, on or beneath any land adjacent
    thereto or in connection with any hazardous waste site. To Seller’s knowledge,
    Seller is not the subject of federal, state, local, or private litigation
    or proceedings involving a demand for environmental damages or other potential
    liability with respect to violations of environmental laws. To Seller’s
    knowledge, no part of the Property has been listed, or to Seller’s knowledge
    proposed for listing, on the National Priorities List of the U.S. Environmental
    Protection Agency or any listing maintained by any state or local regulatory
    agency of sites where hazardous materials releases might have occurred, or
    hazardous materials conditions might exist. Seller has not filed any notice
    under any environmental law with respect to any of the Property indicating
    past or present on-site treatment, storage or disposal of hazardous 



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   material or reporting
    a spill or release of hazardous material into the environment. To Seller’s
    knowledge, there are no underground or above ground storage tanks on the Property
    and to Seller’s knowledge there have been no releases or spills of any
    hazardous materials from any such storage tanks on the Property. Buyer has
    received a copy of a Phase 1 environmental assessment for the Property performed
    on behalf of Seller. Except for the specific representations contained herein,
    the Property is being sold AS-IS. 

        7.3.
         Limitation on Warranties. The representations
    and warranties contained in this section shall survive for a period of twelve
    (12) months after the Closing. 



      8.      Maintenance
  of Property. For the period from the date hereof through the Closing
  Date, Seller will: (i) not sell, lease, permit others to occupy or otherwise
  dispose of the Property except to Buyer; (ii) maintain the Property in as favorable
  a condition as the same is in on the date hereof, except for normal wear and
  tear; and (iii) maintain insurance covering the Property comparable to that
  in effect on the date hereof.. 

      9.      Additional
  Contracts. For the period from the date hereof through the Closing Date,
  except with Buyer’s prior written consent, Seller will not enter into any
  material contract affecting the Property. 

      10.
     Inspection. Buyer and its employees, officers,
  directors, attorneys, agents, independent auditors and representatives have
  the right, from the date of the execution of this Agreement up to and including
  the Closing, to inspect the Property. Upon request, Seller shall provide to
  Buyer copies of tax bills relating to the Property. Buyer may conduct environmental,
  engineering or other inspections necessary or desirable to enable Buyer to evaluate
  the Property, and may apply for any permits or licenses which may be required
  of Buyer. Seller will cooperate with Buyer in carrying out the provisions of
  this Section and will provide Buyer promptly with such documents and information
  pertaining to the Property as Buyer may reasonably request. Buyer agrees to
  indemnify, hold harmless and defend (with counsel reasonably acceptable to Seller)
  Seller against any damages suffered by Seller or any of the Property and resulting
  from the acts or omissions of Buyer or its employees, officers, directors, attorneys,
  agents, independent auditors and representatives in inspecting or investigating
  the Property pursuant to this Section. Notwithstanding the preceding sentence,
  Buyer has no obligation to indemnify, hold harmless or defend Seller with respect
  to any damages arising out of Seller’s own negligence or willful misconduct.
  Buyer agrees to return the Property to substantially the same condition as it
  existed prior to such investigation and inspection. Buyer shall provide Seller
  a certificate of insurance naming Seller as additional insured. 

      11.
     Real Property Documents. Within twenty (20) business
  days after the date of this Agreement, Buyer will obtain in form and substance
  reasonably satisfactory to Buyer the following (the “Real Property Documents”)
  with respect to the Property: 


        11.1.
       At Buyer’s expense, an “as built” survey
    of the Property: (i) prepared by a surveyor or engineer licensed in the State
    of Illinois; (ii) in such form that the Title Company will delete the survey
    exceptions from the Title Insurance Policy (as defined below) and made in
    accordance with the Minimum Standard Detail Requirements for Land Title Surveys
    jointly established and adopted by the American Land Title 



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   Association and the
    American Congress on Surveying and Mapping in 1986; (iii) certified to Buyer
    by such surveyor or engineer, no earlier than the date of this Agreement,
    in a manner reasonably satisfactory to Buyer as being true and accurate and
    showing thereon all buildings, structures and other improvements, easements,
    building lines (together with the recording information concerning the documents
    creating any such easements and building lines), sewage, water, electricity,
    gas and other utility facilities, roads, and means of ingress and egress to
    and from the Property to a public road; (iv) revealing no encroachments onto
    the Property from any adjacent property, no encroachments by or from the Property
    onto any adjacent property, nor any violation by any of the improvements on
    the Property of any recorded building line or easement or other restrictive
    covenant or ordinance affecting the Property; and (v) accompanied by a certificate
    from the surveyor or engineer to Buyer which certifies that there have been
    no changes or additions on the Property since the date of the survey or, if
    there have been changes, the nature of such additions and changes; and 

        11.2.
    At Seller’s expense, a title commitment (the “Title Commitment”)
    issued by the Title Company to Buyer for ALTA Form B Owner’s Title Insurance
    Policy in minimum amounts to be determined by Buyer as of the Closing Date
    covering all of the Property, showing ownership of the Property in Seller,
    subject only to the Permitted Liens and Permitted Encumbrances. By way of
    extended coverage or special endorsement, the Title Commitment will obligate
    the Title Company to issue an endorsement deleting all policy general exceptions
    and a zoning endorsement (to the extent available under state title insurance
    laws and regulations). In addition, the Title Commitment is to contain such
    additional endorsements as Buyer may require, in each case satisfactory to
    Buyer and at Buyer’s expense. All such endorsements and insurance are
    to be in such form as is satisfactory to Buyer (the “Title Insurance
    Policy”). Seller will provide to the Title Company such affidavits
    and other documents as the Title Company may reasonably request to issue the
    Title Insurance Policy. 



      12.     Casualty
  or Condemnation. If, prior to the Closing, any portion of the Property is
  damaged, destroyed or lost by fire or other casualty with a fair market value
  in excess of $50,000, or if condemnation or eminent domain proceedings are proposed,
  threatened or commenced against any portion of the Property with a fair market
  value in excess of $50,000, Seller will immediately notify Buyer of such event.
  Buyer may elect to terminate its obligations under this Agreement by notice
  to Seller within ten business days after Buyer receives such notice from Seller,
  or elect to close the purchase and sale contemplated herein and receive any
  and all insurance or condemnation proceeds or awards payable as a result of
  such casualty or proceeding. If Buyer elects to terminate such obligations,
  the Earnest Deposit (including all interest and earnings thereon) is to be returned
  to Buyer and, thereupon, no party has any further obligation under this Agreement.
  If Buyer elects to close, Seller agrees to execute such assignment documents
  as Buyer may reasonably require to effect the assignment to Buyer of the insurance
  or condemnation proceeds required by this Section. 

      13.     Termination
  and Abandonment. 


        13.1.
         Termination. This Agreement may be terminated
    and abandoned at any time prior to the Closing Date: (i) by mutual written
    consent of the parties; (ii) by Buyer, 



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   if the conditions set
    forth in Section 6 have not been complied with or performed in any material
    respect and such noncompliance or nonperformance has not been cured or eliminated
    (or by its nature cannot be cured or eliminated) by Seller on or before the
    Closing Date; or (iii) by Seller, if the conditions set forth in Section 5
    have not been complied with or performed in any material respect and such
    noncompliance or nonperformance has not been cured or eliminated (or by its
    nature cannot be cured or eliminated) by Buyer on or before the Closing Date.
    

        13.2.     Effect
    of Termination. In the event of the termination or abandonment of this
    Agreement pursuant to the provisions of Section 13.1 (i), or by Buyer pursuant
    to the provisions of Section 13.1(ii) (except as provided in this Section)
    or by Seller pursuant to the provisions of Section 13.1(iii) (except as provided
    in this Section), the Earnest Deposit (including all interest and earnings
    thereon) is to be returned to Buyer and this Agreement thereafter becomes
    void and has no effect. In the event of a default by Seller of its obligations
    hereunder to close, Buyer may elect to either: (i) sue for specific performance;
    or (ii) terminate this Agreement as set forth in Section 13.1 and receive
    back the Earnest Deposit. In the event of a default by Buyer of any of its
    obligations hereunder to close, Seller’s sole remedy is to terminate
    this Agreement as set forth in Section 13.1(iii) and receive the Earnest Deposit
    as liquidated and stipulated damages. It is acknowledged by the parties that
    the full extent of Seller’s damages in the event of Buyer’s default
    cannot be accurately anticipated or determined, and the amount of the liquidated
    damages does not constitute a penalty. 



      14.
       Indemnification. 


        14.1.
         Seller. Seller agrees to indemnify, defend
    and hold Buyer, and Buyer’s past, present and future shareholders, officers,
    directors, employees, agents, attorneys, representatives, successors and assigns
    harmless from and against any and all causes of action, claims, rights, demands,
    liabilities, losses, damages, judgments and expenses, including reasonable
    attorneys’ fees, court costs and other legal expenses that any of them
    may incur whether or not litigation is commenced, arising from or connected
    with: (i) Seller’s misrepresentation or breach of warranty in this Agreement;
    (ii) Seller’s nonfulfillment of any covenant under this Agreement (other
    than those to which Section 13 apply, which Section has its own remedy provisions);
    or (iii) any liability of Seller to any party not being assumed by Buyer hereunder.
    

        14.2.     Buyer. Buyer
    agrees to indemnify, defend and hold Seller and Seller’s past, present
    and future shareholders, officers, directors, employees, agents, attorneys,
    representatives, successors and assigns harmless from and against any and
    all causes of action, claims, rights, demands, liabilities, losses, damages,
    judgments and expenses, including reasonable attorneys’ fees, court costs
    and other legal expenses that any of them may incur whether or not litigation
    is commenced, arising from or in connection with: (i) Buyer’s misrepresentation
    or breach of warranty in this Agreement; (ii) Buyer’s nonfulfillment
    of any covenant under this Agreement (other than those to which Section 13
    apply, which Section has its own remedy provisions); and (iii) any claim or
    obligation or debt of Seller to any party which is assumed by Buyer hereunder.
    



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        14.3.
         Survival. The foregoing indemnifications
    and the representations and warranties set forth herein survive the Closing
    Date and the payment of the Purchase Price and the delivery and recordation
    (where applicable) of the Transfer Documents. 



      15.
       Amendment and Modification. No amendment,
  modification, supplement, termination, consent or waiver of any provision of
  this Agreement, nor consent to any departure herefrom, will in any event be
  effective unless the same is in writing and is signed by the party against whom
  enforcement of the same is sought. Any waiver of any provision of this 
  Agreement and any consent
  to any departure from the terms of any provision of this Agreement is to be
  effective only in the specific instance and for the specific purpose for which
  given. 

      16.
       Assignments. No party may assign or transfer
  any of its rights or obligations under this Agreement to any other person without
  the prior written consent of the other parties. Notwithstanding the foregoing,
  Buyer may assign its rights and obligations under this Agreement to any affiliate
  of Buyer without the consent of Seller but no such assignment relieves Buyer
  of any of its obligations hereunder. 

      17.
       Counterpart Facsimile Execution. For purposes
  of this Agreement, a document (or signature page thereto) signed and transmitted
  by facsimile machine or telecopier is to be treated as an original document.
  The signature of any party thereon, for purposes hereof, is to be considered
  as an original signature, and the document transmitted is to be considered to
  have the same binding effect as an original signature on an original document.
  At the request of any party, any facsimile or telecopy document is to be re-executed
  in original form by the parties who executed the facsimile or telecopy document.
  No party may raise the use of a facsimile machine or telecopier or the fact
  that any signature was transmitted through the use of a facsimile or telecopier
  machine as a defense to the enforcement of this Agreement or any amendment or
  other document executed in compliance with this Section. 

      18.
       Counterparts. This Agreement may be executed
  by the parties on any number of separate counterparts, and all such counterparts
  so executed constitute one agreement binding on all the parties notwithstanding
  that all the parties are not signatories to the same counterpart. 

      19.
       Definitions. For purposes of this Agreement,
  the following capitalized terms have the following meanings. 

      “Encumbrance”
  means any restriction, lease, easement, right-of-way or similar item encumbering
  real estate. 

      “Lien”
  means any mortgage, deed of trust, security agreement, pledge, hypothecation,
  assignment, deposit arrangement, lien (statutory or otherwise), security interest,
  financing statement or preferential arrangement of any kind or nature whatsoever,
  including any conditional sale or other title retention agreement. 

      “Permitted
  Encumbrances” means: (i) Encumbrances waived in writing by Buyer; (ii)
  additional Encumbrances appearing in Schedule B, Section 2 of the Title Commitment
  (other than standard exceptions, which standard exceptions include the following:
  (a) easements or claims of easements not shown by the public record; (b) rights
  or claims of parties in possession not shown by the public records; (c) discrepancies,
  conflicts in boundary lines, shortage in area, 

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 encroachments and any
  facts which a correct survey and inspection of the premises would disclose and
  which are not shown by the public records; (d) defects, encumbrances, adverse
  claims or other matters, if any, created, first appearing in the public records
  or attaching subsequent to the effective date of the Title Commitment; and (e)
  similar matters) delivered to Buyer pursuant to Section 11.2 and not objected
  to in writing by Buyer within 10 business days after receipt by Buyer thereof;
  (iii) imperfections in title, if any, or conditions, reservations, restrictions,
  easements, encroachments or rights of way, if any, none of which, individually
  or in the aggregate, materially detracts from the value, or impairs in any significant
  way the current use of, the property subject thereto and (iv) those title exceptions
  listed on Exhibit “C”. 

      “Permitted
  Liens” means: (i) taxes (other than income taxes or taxes based on
  or measured by income), general and specific, not now due and payable; (ii)
  Liens arising out of deposits in connection with workmen’s compensation,
  unemployment insurance, old age pensions or other social security or retirement
  benefits legislation; (iii) deposits or pledges to secure bids, tenders, contracts
  (other than contracts for the payment of money), leases, statutory obligations,
  surety and appeal bonds or other obligations of a like nature arising in the
  ordinary course of business; (iv) Liens imposed by law, such as mechanics’,
  workmen’s, materialmen’s, landlord’s, carriers or other like
  Liens arising in the ordinary course of business which secure payment of obligations
  which are not past due; and (v) Liens waived in writing by Buyer. 

      “Title
  Company” means the title insurance company selected by Buyer in its
  sole discretion, together with such reinsurers or coinsurers of such title company
  as Buyer selects in its sole discretion, to issue the Title Insurance Policy.
  

      20.
       Entire Agreement. This Agreement constitutes
  the entire agreement among the parties pertaining to the subject matter hereof
  and supersedes all prior agreements, letters of intent, understandings, negotiations
  and discussions of the parties, whether oral or written. 

      21.
       Exhibits. All of the Exhibits attached to
  this Agreement are deemed incorporated herein by reference. 

      22.
       Failure or Delay. No failure on the part of
  any party to exercise, and no delay in exercising, any right, power or privilege
  hereunder operates as a waiver thereof; nor does any single or partial exercise
  of any right, power or privilege hereunder preclude any other or further exercise
  thereof, or the exercise of any other right, power or privilege. No notice to
  or demand on any party in any case entitles such party to any other or further
  notice or demand in similar or other circumstances. 

      23.
       Further Assurances. The parties will execute
  and deliver such further instruments and do such further acts and things as
  may be required to carry out the intent and purpose of this Agreement. 

      24.
       Governing Law. This Agreement and the rights
  and obligations of the parties hereunder are to be governed by and construed
  and interpreted in accordance with the laws of the State of Illinois applicable
  to contracts made and to be performed wholly within Illinois, without regard
  to choice or conflict of laws rules. 

  10






 
      25.
       Legal Fees. Except as otherwise provided herein,
  all legal and other costs and expenses incurred in connection with this Agreement
  and the transactions contemplated hereby are to be paid by the party incurring
  such costs and expenses. In the event any party brings suit to construe or enforce
  the terms hereof, or raises this Agreement as a defense in a suit brought by
  another party, the prevailing party is entitled to recover its attorneys’
  fees and expenses. Seller agrees to pay directly all taxes, fees and other charges,
  including all sales taxes, transfer taxes and recording charges but excluding
  income taxes or taxes based on or measured by income, incurred as a result of
  the consummation of the transactions contemplated by this Agreement. 

      26.
       Notices. All notices, consents, requests,
  demands and other communications hereunder are to be in writing, and are deemed
  to have been duly given or made: (i) when delivered in person; (ii) three days
  after deposited in the United States mail, first class postage prepaid; (iii)
  in the case of telegraph or overnight courier services, one business day after
  delivery to the telegraph company or overnight courier service with payment
  provided for; or (iv) in the case of telecopy or fax, when sent, verification
  received; in each case addressed as follows: 


  
    
        if to Buyer: 

      
          Boss Manufacturing
          Company

          221 West First Street

          Kewanee, Illinois 61443

          Attention: J. Bruce Lancaster

          Fax #: (309) 852-2131 

      

        with a copy to:
        

      
          James F. Sanders

          8235 Forsyth
          Blvd., Suite 400

          St. Louis, MO 63105

          Fax #: (314) 889-0218 

      

        if to Seller: 

      
          Great Dane Limited
          Partnership

          2555 South Blue Island Avenue

          Chicago, Illinois 60608

          Attention: Tom Czapka

          Fax #: (773) 254-2448 

      

        with a copy to:
        

      
          Gould & Ratner

          222 North LaSalle Street

          Suite 800 Chicago, Illinois 60601

          Attention: David Rubin

          Fax #: (312) 236-3241 

      

    

  



  11






 
 or to such other address
  as any party may designate by notice to the other party in accordance with the
  terms of this Section. 

      27.
       Publicity. Any publicity release, advertisement,
  filing, public statement or announcement made by or at the request of any party
  regarding this Agreement is to be first reviewed by and must be satisfactory
  to the other party. 

      28.
       Remedies. Except as set forth in Section 13,
  each and every right granted hereunder and the remedies provided for under this
  Agreement are cumulative and are not exclusive of any remedies or rights that
  may be available to any party at law, in equity or otherwise. 

      29.
       Severability. Any provision of this Agreement
  which is prohibited, unenforceable or not authorized in any jurisdiction is,
  as to such jurisdiction, ineffective to the extent of any such prohibition,
  unenforceability or nonauthorization without invalidating the remaining provisions
  hereof, or affecting the validity, enforceability or legality of such provision
  in any other jurisdiction, unless the ineffectiveness of such provision would
  result in such a material change as to cause completion of the transactions
  contemplated hereby to be unreasonable. 

      30.
       Specific Performance and Injunctive Relief. Each
  party recognizes that, if it fails to perform, observe or discharge any of its
  obligations under this Agreement, no remedy at law will provide adequate relief
  to the other parties. Therefore, each party is hereby authorized to demand specific
  performance of this Agreement, and is entitled to temporary and permanent injunctive
  relief, in a court of competent jurisdiction at any time when any other party
  fails to comply with any of the provisions of this Agreement applicable to it.
  To the extent permitted by applicable law, each party hereby irrevocably waives
  any defense that it might have based on the adequacy of a remedy at law which
  might be asserted as a bar to such remedy of specific performance or injunctive
  relief. 

      31.
       Successors and Assigns. All provisions of
  this Agreement are binding upon, inure to the benefit of and are enforceable
  by or against the parties and their respective heirs, executors, administrators
  or other legal representatives and permitted successors and assigns. 

      32.
       Third-Party Beneficiary. This Agreement is
  solely for the benefit of the parties and their respective successors and permitted
  assigns, and no other Person has any right, benefit, priority or interest under
  or because of the existence of this Agreement. 

      33.
       Time of the Essence. Time is of the essence
  with respect to each and every provision of this Agreement. 

 12







	 	BOSS
      MANUFACTURING COMPANY
	 	 	 	 
	 	By: 	   	/s/ J.
      Bruce Lancaster
	 	 	 

	 	 	 	J. Bruce
      Lancaster, Executive V.P.
	 	 	 	 
	 	 	 	 
	 	GREAT
      DANE LIMITED PARTNERSHIP
	 	By: Dane
      Acquisition Corp., its general partner 
	 	 	 	 
	 	By:	 	/s/ Thomas
      J. Czapka
	 	 	

	 	 	 	Thomas
      J. Czapka 
	 	 	 	 
	 	Its:	 	Vice President
      
	 	 	



 13






 
 EXHIBIT
  "A"  

 LEGAL
  DESCRIPTION OF PROPERTY  

 Lot One (1) of Kewanee
  Industrial Park, a Subdivision located in the West Half (W 1⁄2) of the
  Southeast Quarter (SE 1⁄4) of Section Five (5), Township Fourteen (14)
  North, Range Five (5) East of the 4th P.M., in the City of Kewanee, Henry County,
  Illinois 






 
 EXHIBIT
  "B"  

 PROMISSORY
  NOTE 






 
 NOTE

	$250,000.00	April
      ___, 2003

      Chicago, Illinois


      FOR
  VALUE RECEIVED, BOSS MANUFACTURING COMPANY, a Delaware corporation, whose
  address is 221 West First Street, Kewanee, Illinois 61443 ("Borrower”), promises
  to pay GREAT DANE LIMITED PARTNERSHIP, a Delaware limited partnership,
  its successors and assigns, or order (hereinafter referred to as the "Holder”),
  the principal sum of Two Hundred Fifty Thousand Dollars ($250,000.00), with
  interest on the unpaid balance from the date of this Note, until paid, at an
  annual rate equal to three percent (3%). Payments of principal and interest
  due under this Note, if not sooner declared to be due in accordance with the
  provisions hereof, shall be made as follows: 


   (a) Twelve equal payments
    of the interest accrued on the unpaid principal balance commencing on the
    first day of the first month following the date hereof in the amount of Six
    Hundred Twenty-Five Dollars ($625.00) pursuant to amortization schedule attached;
    

   (b) Twelve equal monthly
    payments of principal in the amount of Two Thousand Five Hundred Dollars ($2,500.00)
    plus accrued interest on the unpaid principal balance commencing on the first
    anniversary of the date hereof due on the first day of each month pursuant
    to the amortization schedule attached; 

   (c) Eleven equal monthly
    payments of principal in the amount of Three Thousand Dollars ($3,000.00)
    plus accrued interest on the unpaid principal balance commencing on the second
    anniversary of the date hereof due on the first day of each month pursuant
    to the amortization schedule attached;

   (d) The unpaid principal
    balance of this Note, if not sooner paid or declared to be due in accordance
    with the terms hereof, together with all accrued and unpaid interest thereon
    and any other amounts due and payable hereunder, shall be due and payable
    in full on April _____, 2006 pursuant to amortization schedule attached; but
    

   (e) Provided, however,
    that if Borrower sells it Springfield, Illinois distribution facility (“Springfield
    Sale”) during the term of this Note, then beginning after the closing
    date of the Springfield Sale the monthly principal payments hereunder will
    increase to $7,000 per month, it being understood by the parties that notwithstanding
    the foregoing, Borrower shall have no obligation to make principal payments
    during the first year of this Note even if the Springfield Sale occurs within
    such first year. 

   It shall be an immediate
    default hereunder if: 

   (a) any monthly installment
    under this Note is not paid when due and remains unpaid after ten (10) days’
    notice to Borrower; or

   (b) without the prior
    written consent of the Holder, Borrower shall sell or transfer all or any
    part of the Premises (defined below) or any interest in the Premises (excluding,
    however, encumbrances on the Premises securing indebtedness); provided, however,
    that Holder may not deem such transfer a default if prohibited from doing
    so by federal law as of the date hereof. 



  2






 
      In
  the event of default, the Holder may, at the Holder’s option, declare all the
  sums evidenced by this Note to be immediately due and payable. 

      If
  Holder exercises such option to accelerate, Holder shall mail Borrower notice
  of acceleration in accordance with the provisions relating to notice as provided
  below. Such notice shall provide a period of not less than thirty (30) days
  from the date the notice is mailed within which Borrower may pay the sums declared
  due. If Borrower fails to pay such sums prior to the expiration of such period,
  Holder may, without further notice or demand on Borrower, take all available
  legal remedies available to Holder to collect the indebtedness evidenced hereby.
  The provisions of this Note relating to acceleration shall be operative with
  respect to, and shall be binding upon, any persons who, in accordance with the
  terms hereof or otherwise, shall acquire any part of or interest in or encumbrance
  upon the Premises. 

      The
  Holder may exercise this option to accelerate during any default by Borrower
  regardless of any prior forbearance. If suit is brought to collect this Note,
  the Holder shall be entitled to collect all reasonable costs and expenses of
  suit, including, but not limited to, reasonable attorneys’ fees. 

      Borrower
  shall pay to the Holder a late charge of two percent (2%) of any monthly installment
  not received by the Holder within ten (10) days after the installment is due.
  

      Borrower
  may repay the principal amount outstanding in whole or in part at any time without
  penalty. The Holder may require that any partial prepayments (i) be made on
  the date monthly installments are due; and (ii) be in the amount of that part
  of one or more monthly installments which would be applicable to principal.
  Any partial prepayment shall be applied against the principal amount outstanding
  and shall not postpone the due date of any subsequent monthly installments or
  change the amount of such installments, unless the Holder shall otherwise agree
  in writing. 

      Presentment,
  notice of dishonor, and protest are hereby waived by all makers, securities,
  guarantors and endorsers hereof. This Note shall be the joint and several obligation
  of all makers, sureties, guarantors and endorsers and shall be binding upon
  them and their successors and assigns. 

      Any
  notice to Borrower provided for in this Note shall be given by mailing such
  notice by certified mail addressed to Borrower at the address stated above,
  or to such other address as Borrower may designate by notice to the Holder.
  Any notice to the Holder shall be given by mailing such notice by certified
  mail, return receipt requested, to the holder at the address stated in the first
  paragraph of this Note, or at such other address as may have been designated
  by notice to Borrower. 

      This
  Note is unsecured but is executed in connection with Borrower’s acquisition
  from Holder of certain real property (“Premises”) legally described
  in Schedule 1 attached hereto.

	 	BOSS MANUFACTURING
      COMPANY, a Delaware 

      corporation
	 	 	 
	 	BY:  	 
	 	 	

	 	ITS:	 
	 	 	

	ATTESTED: 	 	 
	 	 	 
	
	 	 
	SECRETARY
      	 	 


3






 
	Note
      Amortization Schedule	 
	 	 	 	 	 	 	 	 	 	 
	Interest Rate:	      	3%	 	 	 	 	 	 	 
	Term:	 	36	 	 	 	 	 	 	 
	Amortization:	 	Yr 1 - Int Only	 	 	 	 	 	 	 
	 	 	Yr
      2 - Prin $2,500/mo	 	 	 	 	 
	 	 	Yr
      3 - Prin $3,000/mo	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Payment	 	Prin
      Int	 	 	 	Bal	 
	Beg Bal	 	 	 	 	 	 	 	250,000.00	 
	1	            	625.00	             	—	            	625.00	            	250,000.00	 
	2	 	625.00	 	—	 	625.00	 	250,000.00	 
	3	 	625.00	 	—	 	625.00	 	250,000.00	 
	4	 	625.00	 	—	 	625.00	 	250,000.00	 
	5	 	625.00	 	—	 	625.00	 	250,000.00	 
	6	 	625.00	 	—	 	625.00	 	250,000.00	 
	7	 	625.00	 	—	 	625.00	 	250,000.00	 
	8	 	625.00	 	—	 	625.00	 	250,000.00	 
	9	 	625.00	 	—	 	625.00	 	250,000.00	 
	10	 	625.00	 	—	 	625.00	 	250,000.00	 
	11	 	625.00	 	—	 	625.00	 	250,000.00	 
	12	 	625.00	 	—	 	625.00	 	250,000.00	 
	13	 	3,125.00	 	2,500.00	 	625.00	 	247,500.00	 
	14	 	3,118.75	 	2,500.00	 	618.75	 	245,000.00	 
	15	 	3,112.50	 	2,500.00	 	612.50	 	242,500.00	 
	16	 	3,106.25	 	2,500.00	 	606.25	 	240,000.00	 
	17	 	3,100.00	 	2,500.00	 	600.00	 	237,500.00	 
	18	 	3,093.75	 	2,500.00	 	593.75	 	235,000.00	 
	19	 	3,087.50	 	2,500.00	 	587.50	 	232,500.00	 
	20	 	3,081.25	 	2,500.00	 	581.25	 	230,000.00	 
	21	 	3,075.00	 	2,500.00	 	575.00	 	227,500.00	 
	22	 	3,068.75	 	2,500.00	 	568.75	 	225,000.00	 
	23	 	3,062.50	 	2,500.00	 	562.50	 	222,500.00	 
	24	 	3,056.25	 	2,500.00	 	556.25	 	220,000.00	 
	25	 	3,550.00	 	3,000.00	 	550.00	 	217,000.00	 
	26	 	3,542.50	 	3,000.00	 	542.50	 	214,000.00	 
	27	 	3,535.00	 	3,000.00	 	535.00	 	211,000.00	 
	28	 	3,527.50	 	3,000.00	 	527.50	 	208,000.00	 
	29	 	3,520.00	 	3,000.00	 	520.00	 	205,000.00	 
	30	 	3,512.50	 	3,000.00	 	512.50	 	202,000.00	 
	31	 	3,505.00	 	3,000.00	 	505.00	 	199,000.00	 
	32	 	3,497.50	 	3,000.00	 	497.50	 	196,000.00	 
	33	 	3,490.00	 	3,000.00	 	490.00	 	193,000.00	 
	34	 	3,482.50	 	3,000.00	 	482.50	 	190,000.00	 
	35	 	3,475.00	 	3,000.00	 	475.00	 	187,000.00	 
	36	 	187,467.50	 	187,000.00	 	467.50	 	—	 


 4






 
 SCHEDULE
  1

  TO PROMISSORY NOTE

LEGAL
  DESCRIPTION OF PREMISES  

 Lot One (1) of Kewanee
  Industrial Park, a Subdivision located in the West Half (W 1⁄2) of the
  Southeast Quarter (SE 1⁄4) of Section Five (5), Township Fourteen (14)
  North, Range Five (5) East of the 4th P.M., in the City of Kewanee, Henry County,
  Illinois 






 
 EXHIBIT
  C 

 PERMITTED
  ENCUMBRANCES 

	1.

        	Rights
      of the Public, the State of Illinois, the County, the Township and the municipality
      in and to that part of the premises in question taken, used or dedicated
      for roads or highways.
 
	2.

        	Unrecorded
      right of way for drain tiles and underground pipes, if any.
 
	3.

        	Provisions
      of applicable zoning laws and/or restrictions and prohibitions imposed by
      governmental authority.
 
	4.

        	An easement
      to construct, operate, repair, maintain, patrol, remove, relocate and reconstruct
      electric transmission, distribution and communication lines or systems created
      by a grant from Acme Cleveland Corporation to Illinois Power Company dated
      March 6, 1975 and recorded April 11, 1975 as Document No. 75R1378 in the
      Office of the Henry County Recorder of Deeds.
 
	5.

        	Building
      setback requirement of 30 feet on the East and South sides of the subject
      lot and of approximately 60 feet on the North and West sides of the subject
      lot.
 
	6.

        	An easement
      for drainage purposes and the installation of public utilities 30 feet in
      width along the East and South sides of the subject lot and approximately
      60 feet in width along the West and North sides of the subject lot.
 
	7.

        	Taxes
      not yet due and payable.