Exhibit 10.1


 


	
  SALE OF GOVERNMENT PROPERTY

  AMENDMENT OF INVITATION FOR BIDS/MODIFICATION OF CONTRACT

  
	
  1. AMENDMENT TO INVITATION FOR BIDS NO.:

  	
  2.
  EFFECTIVE DATE

   

  	
  PAGE
  1 OF 3 PAGES

  
	
  SUPPLEMENTAL AGREEMENT NO.:14

  	
  05/13/08

  
	
  3.  ISSUED
  BY

   

  DEFENSE REUTILIZATION AND MARKETING SERVICE

  INTERNATIONAL SALES OFFICE, ATTN:DRMS-J362

  74 N WASHINGTON STREET

  BATTLE CREEK MI
  49017-3092

  	
  NAME AND ADDRESS WHERE BIDS ARE RECEIVED

   

  DEFENSE REUTILIZATION AND MARKETING SERVICE INTERNATIONAL SALES
  OFFICE, ATTN:DRMS-J362

  74 N WASHINGTON STREET

  BATTLE CREEK MI 49017-3092

  
	
  o AMENDMENT OF INVITATION FOR BIDS NO. (See
  Item 6)

  	
  DATED

  	
  x MODIFICATION OF CONTRACT NO. (See Item 8)

  99-0001-0002

  	
  DATE

  06/13/01

  
	
  6. THIS BLOCK APPLIES ONLY TO
  AMENDMENTS INVITATIONS FOR BIDS

  The
  above numbered invitation for bids is amended as set forth in Item 9. Bidders must acknowledge receipt of this amendment unless
  indicated otherwise in Item 11 prior to the hour and date specified in the
  invitation for bids, or as amended, by one of the following methods:

   

  (a)                 By signing and returning           copies
  of this amendment;

  (b)                By acknowledging receipt of this amendment on each copy of the bid
  submitted; or

  (c)                 By separate letter or telegram which includes a reference to the
  invitation for bids and amendment number.

  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED
  AT THE ISSUING OFFICE PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN
  REJECTION OF YOUR BID. If by virtue of this amendment you desire to change a bid
  already submitted, such change may be made by telegram or letter, provided such telegram or letter makes
  reference to the invitation for bids and this amendment, and is received
  prior to the opening hour and date specified.

  
	
  7.  ACCOUNTING AND APPROPRIATION DATA (If required)

  
	
  8.    THIS APPLIES ONLY TO MODIFICATION OF CONTRACTS

  This Supplemental Agreement is entered into
  pursuant to authority of Mutual Agreement

  
	
  9.               DESCRIPTION OF AMENDMENT/MODIFICATION (Except as provided below all terms and conditions of the document
  referenced in Item 5 remain in full force and effect)

  Whereas Contract 99-0001-0002 was
  entered into on June 13, 2001 by and between the United States of
  America, hereinafter referred to as the Government, and SURPLUS ACQUISTION
  VENTURE (SAV), LLC, hereinafter referred to as the Contractor, and GOVERNMENT
  LIQUIDATION (GL), LLC, formed by the contractor to serve as the entity that
  processes DRMS assets, hereinafter referred to as the Purchaser, and whereas
  the contract involved the following in Invitation For Bid 99-0001:

   

  0001: All Federal Stock Classes (FSCs) listed in
  Table IV-1 of solicitation on the DRMS accountable record that are
  demilitarization code A,
  B, or Q, located at various
  U.S. (to include Alaska and Hawaii), Puerto Rico and Guam military
  installations.

   

   

   

   

   

   

  THE HOUR AND DATE FOR RECEIPT OF BIDS  o  IS
  NOT EXTENDED,  o  IS
  EXTENDED UNTIL              O’CLOCK

  (LOCAL TIME)            DATE

  
	
  I0. BIDDER/PURCHASER NAME AND ADDRESS (Include ZIP Code)

   

  SURPLUS
  ACQUISITION VENTURE,
  LLC

  2131
  K Street NW, 4th Floor 

  Washington, DC 20037

  	
  11.  o BIDDER IS NOT REQUIRED TO SIGN THIS
  DOCUMENT

        x PURCHASE IS REQUIRED TO SIGN THIS DOCUMENT AND
  RETURN ORIGINAL AND 0 COPIES TO THE ISSUING OFFICE

   

   

  
	
  12.  SIGNATURE FOR BIDDER/PURCHASER

  	
  15.  UNITED STATES OF AMERICA

  
	
   

  	
   

  
	
  BY

  	
  /s/
  William Angrick

  	
   

  	
  BY

  	
  /s/ Neil A. Watters

  	
   

  
	
  (SIGNATURE OF PERSON AUTHORIZED TO SIGN)

  	
  (SIGNATURE OF CONTRACTING OFFICER)

  
	
   13. NAME & TITLE OF SIGNER (Type or print)

  WILLIAM ANGRICK

  CEO

  	
  14 .  DATE SIGNED

  05/13/08

  	
  16.
   NAME OF CONTRACTING OFFICER. (Type or print)

  NEIL
  A. WATTERS

  	
  17. DATE
  SIGNED

  05/13/08

  
	
  GPO : 1970 OF—390-461 (40-X)

  	
  STANDARD FORM 114D

  JAN. 1970 EDITION

  GENERAL SERVICES ADMINISTRATION

  FPMR (41 CFR) 101-45.3

  114-501

  
											



 

















 


CONTRACT NUMBER 99-0001-0002


Supplemental Agreement 14


 


WHEREAS, it  has been determined that the following
actions will serve the best interest of the Government and Contractor:


 


a.  To extend the performance period of sales contract number
99-0001-0002 by 180 days;


 


b.  To modify the product pool available to be delivered under this contract during the contract extension period;


 


c.  To provide for a termination clause whereby either party,
with 60 days written notice to the other party, may terminate the contract
without cost to the Government;
and


 


d.  The Contractor’s revenue share will be increased to 39.5
percent during the contract extension period for property issued to the
Contractor commencing with Delivery Order 358.


 


NOW, therefore, it is mutually agreed between the parties hereto:


 


Part II, GENERAL STATEMENTS OF CONTRACT
TERMS, is modified as follows:


 


Paragraph B, Product Pool and Property Flow,
the following language added therein:


 


B. PRODUCT POOL AND PROPERTY FLOW


 


During the 180-day extension,
hereinafter referred as “contract extension”, Contractor will receive property
at CONUS locations to include Alaska, Hawaii, and Guam. Contractor is only entitled to
property that appears on a Delivery Order during the contract extension. The
product pool during the contract extension will primarily consist of
demilitarization code A items. The Government will utilize this contract as the primary channel for the
disposition of usable surplus property that survives Reutilization, Transfer,
and Donation (RTD) screening and is determined by DRMS to be “safe to sell”.
However, the Government, in its sole discretion,
during the contract extension, may include certain demilitarization code B and
Q items on a Delivery Order, or exclude certain demilitarization code A items
from sale, based on national security concerns. Contractor will be guaranteed
property with a minimum monthly acquisition value of $100,000,000, averaged
over the term of the contract extension. Upon mutual decision between DRMS and
the Contractor, the product pool may include non-DRMS assets that are not on
the DRMS accountable record. Title to these assets will remain with the
Government until resale to the Contractor’s purchaser(s) and removal of
the items from Government premises. The Contractor will be required to account
for, identify, and pay DRMS separately for non-DRMS assets. A 12% sales fee
applies to the resale of these assets instead of the typical revenue share
identified elsewhere in this contract. DRMS has the option to phase-out the
property stream at any location once DRMS awards Invitation For Bid (IFB)
08-0001.


 


Paragraph D, Phase-In and Performance Period,
the following language added therein:


 


D. PHASE-IN PERIOD AND PERFORMANCE PERIOD


 


Performance period of this contract is extended 180 days. The contract
may be terminated by either party without cost to the Government upon a 60-day
written notice to the other party. Notice of termination may be issued anytime
after the issuance of Delivery Order 358.


 


Part VI, ADDITIONAL TERMS AND CONDITIONS
OF SALE, is modified as follows:


 


2

















 


Article Two,
Section 1, Performance Period, the following language is added therein:


 


Performance period of this contract extension is 180 days until December 19,
2008. The contract may be terminated by either party without cost to the
Government upon a
60-day written notice to the other party. Notice of termination may be issued
anytime after the issuance of Delivery Order 358.


 


Article Three,
Section 1(A), R/T/D Review is deleted in its entirety during the contract
extension period.


 


Contractor is only entitled to property that appears on Delivery Order
358 and thereafter.


 


Article Twenty-One,
Section 2, Cessation of Property Referrals, is deleted in its entirety and
the following language included therein:


 


There shall be no further referrals of property by DRMS for sale to
Contractor from the Wind-Up commencement date forward. Submission of monthly
reports shall continue until Wind-Up is completed.


 


Article Twenty-One, Section 3, Conduct of Wind-Up is deleted
in its entirety and the following language included therein:


 


From the Wind-Up commencement date forward, Purchaser and Contractor
shall perform their remaining obligations hereunder in accordance with the
provisions of this contract. If the Contractor is unable or unwilling to do so,
or if DRMS reasonably concludes that the value of its remaining interest in
Contractor’s net proceeds is at risk by reason of actual or threatened failure
to comply with provisions of the contract, DRMS may seek administrative or
judicial relief to preserve the value of such remaining interest in Contractor’s
net proceeds. Contractor must vacate all property from Government provided
warehouse locations within 90 days of the last Delivery Order. Property issued
under this contract must be removed from Government premises within 90 days of
the last Delivery Order.


 


Article Sixteen, Section 4(D)(5), Distributions, the
following language is included therein:


 


During the contract extension period, the Contractor’s revenue share is
39.5% for all property issued from Delivery Order 358 and thereafter that is
resold under the terms and conditions of this contract.


 


The terms and conditions not specifically addressed in this contract
modification shall remain in full force and effect during the contract
extension period. Parties hereto acknowledge and agree that any terms and
conditions of sale contract number 99-0001-0002 that deviate from the explicit
language of the terms and conditions of this contract modification shall be
considered non-binding and of no force and effect.


 


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