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Exhibit 10.3

OFFER TO PURCHASE

The undersigned, UNITED DEFENSE, L.P., a Delaware limited partnership, whose
address is 4800 East River Road, Fridley, Minnesota 55421, hereinafter called
the Purchaser, hereby offers to purchase from the UNITED STATES OF AMERICA,
acting by and through the General Services Administration, hereinafter called
the Government, on the terms and subject to the conditions hereinafter set
forth, certain real estate known as the Naval Industrial Reserve Ordnance
Plant, Fridley, Minnesota, (referred to herein as Land and Buildings) which
is more particularly described in Exhibit A, Legal Description, and personal
property (referred to herein as Machinery and Equipment) which is more
particularly described in Exhibit B, List of Machinery and Equipment, both of
which exhibits are attached hereto and made a part hereof (collectively
referred to herein as the Property).

The Purchaser shall pay the Government for said Property the purchase price of
EIGHT MILLION EIGHT HUNDRED THOUSAND DOLLARS ($8,800,000.00), of which the sum
of EIGHT HUNDRED EIGHTY THOUSAND DOLLARS ($880,000.00), as earnest money, by
wire transfer directed on the date of acceptance of this offer to the bank or
depository designated in writing by the General Services Administration, and
the balance of the purchase price, SEVEN MILLION NINE HUNDRED TWENTY THOUSAND
DOLLARS ($7,920,000), together with interest at the rate of six and six hundred
twenty five thousands of a percent (6.625%) per year is to be paid in equal
monthly installments of principal and interest according to a twenty year
amortization schedule with a balloon payment equal to the unpaid balance due
five years from the date of the first payment.

TERMS AND CONDITIONS



|1. |  | DEFENSE PRODUCTION CAPABILITY. United Defense agrees to maintain a
capability of performing its Government contracts and subcontracts for a
minimum of five years from the date of the Closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|2. |  | PROMISSORY NOTE AND LETTER OF CREDIT. A promissory note obligating the
Purchaser to pay the balance of the purchase price shall be prepared by
the Government for execution by the Purchaser at the Closing. Said note is
to be secured by an irrevocable letter of credit in the amount of Seven
Million Nine Hundred Twenty Thousand Dollars in a form acceptable to both
parties. Said letter of credit is to be reduced by the principal amount
of each payment made to the Government upon notification submitted by the
Purchaser to the issuer within thirty (30) days after each payment is
made. In the event the Purchaser fails to make any payment within ten (10)
days of its due date, the Government may notify the Purchaser in writing
that it intends to draw down the letter of credit by reason of Purchasers
default in making timely payment. Thirty (30) days after delivery to
Purchaser of such notification and in the event Purchaser has not by that
time remedied any such default, including payment of any interest and late
payment due, the Government may drawn down the letter of credit according
to its terms. Purchaser shall pay to the Government, in addition to
interest on the outstanding principal balance, a penalty in the amount of
one percent (1%) on any installment of principal and interest made more
than ten (10) days after its due date.
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|3. |  | NOTE; PROVISIONS. The promissory note shall include the following, which
shall remain in effect until the note is paid in full:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    





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| | a. |  | A requirement for provision of insurance coverage equal to the
monetary value of the Property or the outstanding principal balance
due under the note, whichever is the lesser; Purchaser will assure
that such insurance policy identifies the Government as a named
insured and contains a provision which requires the insurer to give
the Government written notice at least ten (10) days in advance of any
policy termination or expiration, addressed to General Services
Administration, 10 Causeway Street, Boston, MA 02222, Attention:
Chief, Boston Operations Branch, Property Disposal Division, Public
Buildings Service;
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| | b. |  | A provision that the principal obligation may be prepaid in full
or in part at any time prior to the end of the five year period
referenced above without penalty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



|4.  |  | FINANCIAL DATA AND REFERENCES. Purchaser agrees to furnish financial
data, references, and such other information as may be requested by the
General Services Administration but only to the extent of such financial
information as it has already provided or will in the future provide to
other agencies of the Government.                                                                                                                                                                                                                                                                   
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|5.  |  | CONDITION OF PROPERTY. Subject to the environmental exceptions set forth
in Paragraphs 11 through 16 hereof, the Property is offered as is and
where is without representation, warranty, or guarantee as to quality,
quantity, character, condition, size, or kind, or that the same is in
condition or fit to be used for the purpose for which it is intended and
no claim for any allowance or deduction upon such grounds will be
considered.                                                                                                                                            
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|6.  |  | CONTINUING OFFER. This offer shall be deemed a firm and continuing offer
from the date of receipt until accepted or rejected by the Government;
provided, however, that after 120 days have elapsed from the date of
receipt, the Purchaser not having received notice of rejection may
consider its offer rejected, and if the Government desires to accept the
offer after such 120 days, it shall not be so entitled unless the written
consent of the Purchaser shall first be obtained.                                                                                                      
|   
|7.  |  | NOTICE OF ACCEPTANCE OR REJECTION. Notice by the Government of acceptance
or rejection of the offer shall be deemed to have been sufficiently given
when transmitted by facsimile or mailed to the Purchaser or its duly
authorized representative at the address indicated in the offer.                                                                                                                                                                                                                                                                                                         
|   
|8.  |  | EARNEST MONEY DEPOSIT. Upon acceptance of this offer the deposit shall be
applied toward payment of the Purchasers obligation to the Government. In
the event the offer is rejected, including any deemed rejection by the
Purchaser under Paragraph 6 above, the earnest money deposited shall be
returned, without interest, within thirty calendar days after rejection of
the offer.                                                                                                                                                                                                         
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|9.  |  | CONVEYANCE OF TITLE. On the date of closing, the Purchaser shall execute
the promissory note and tender the irrevocable letter of credit as
provided in Paragraphs 2 and 3 hereof. On the date of closing, the
Government shall convey title to the Property to Purchaser by quitclaim
deed and bill of sale in conformity with local law and practice.                                                                                                                                                                                                                                           
|   
|10. |  | OBJECTS AFFECTING NAVIGABLE AIRSPACE. Because of the proximity of the
Property to Crystal Airport, the Purchaser agrees for itself and its
successors and assigns, that if required by applicable law and/or
regulations it will prohibit all construction or alteration on the
property unless a determination of no hazard to air navigation is issued
by the Federal Aviation Administration in accordance with Title 14, Code
of Federal Regulations Part 77, Objects Affecting Navigable Airspace (14
CFR Part 77), or under the authority of the Federal Aviation Act of 1958,
as amended.





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|11. |  | NATIONAL PRIORITY LIST STATUS. The U.S. Environmental Protection Agency
(EPA) has listed the
Property on the National Priority List. The Navy has entered into a Federal
Facilities Agreement ( the FFA) with EPA and the Minnesota Pollution Control
Agency (the MPCA) which describes the environmental remediation on the
property to be carried out by the Navy. The adjoining property that is owned
by the Purchaser is the subject of an agreement between the Purchaser and the
MPCA that describes the environmental remediation to be carried out by the
Purchaser on the adjoining property that it owns. In addition, the Government
and Purchaser, as co-permittees, are covered by corrective action
requirements under the plants RCRA Hazardous Waste Storage Permit. Under a
separate agreement between FMC Corporation, Purchasers predecessor in
interest, and the Government, dated December 3, 1987, FMC acknowledged that
it had accepted responsibility for any investigation and cleanup of property
now owned by Purchaser adjacent to the Property pursuant to corrective action
requirements set forth in two Administrative Orders and Interim Response
Orders by Consent FMC entered into with the MPCA, one dated June 8, 1983 and
the second dated October 14, 1986. Purchaser accepted full responsibility for
performing said Orders in place of FMC Corporation by agreement with FMC
effective January 1,1994, and it herewith reaffirms such acceptance.
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|12. |  | DISCLOSURE OF GROUNDWATER AND SOIL CONDITIONS. Samples of groundwater and
soil at the Property show the groundwater and soil to contain
contaminants. The Navy has contracted with environmental services
companies to remediate the contamination and other contracts will be
entered into in the future for such services. Equipment has been installed
and processes are being carried out on the Property for environmental
remediation. An Environmental Baseline Survey (EBS) dated October 1997
(see paragraph 20 below) has been prepared to show the location of
contaminated sites and remediation sites. These remediation efforts will
continue after the Property has been sold and title conveyed until they
are completed to the satisfaction of the EPA and the MPCA and in
accordance with the FFA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|13. |  | RESTRICTIONS ON GROUNDWATER. The Purchaser agrees for itself and its
successors and assigns that if prohibited by the EPA, the MPCA or
applicable law, it shall not use or remove groundwater migrating
underneath the Property, nor in any way affect the condition or flow of
such groundwater without the prior written authorization of the Navy until
the Navy has certified to the Purchaser or its successors or assigns that
the groundwater remediation has been completed in accordance with
Paragraph 11. Thereafter, use of existing wells and any proposed new
wells, will be strictly subject to all required approvals of regulatory
personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|14. |  | RESTRICTIONS ON USE OF SOIL. The Purchaser agrees for itself and its
successors and assigns that if prohibited by the EPA, the MPCA or
applicable law soils that may be designated by the Navy and concurred in
by the EPA and/or the MPCA as being contaminated shall not be removed, and
that if required by the EPA, the MPCA or applicable law there shall be no
major excavations nor any other material disturbance of the soil in these
areas without the prior written authorization of the EPA or the MPCA, as
the case may be. (Limited excavations for such purposes as utilities
installations and machine foundations may be performed with the prior
consent of the Navy provided such consent shall not be unreasonably
withheld) These restrictions shall be in effect until the Navy has
certified to the Purchaser that the remediation of such soils has been
completed in accordance with Paragraph 11 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|15. |  | RESERVATION OF REMEDIATION EQUIPMENT AND RIGHTS OF ACCESS. The Government
and its contractors, licensees, and assigns shall remove all wells, pumps,
piping, tanks, and related equipment used to study or remediate the
groundwater and soil upon completion of remediation. The Government
reserves for itself and its contractors, licensees, and assigns rights of
ingress and egress to operate, maintain, repair, replace, or modify such
equipment during the course of remediation and subsequent removal. Said
rights of ingress and egress are to be exercised in coordination with the
Purchaser, its successors or assigns to minimize interference with use of
the property by the Purchaser, its successors and assigns. The Government
shall be responsible in a manner not inconsistent with applicable law for
all property loss or damage and all personal injuries (including death)
arising out of or associated with the operation, maintenance, repair,
replacement,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    





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|    |  | modification, and/or removal of such equipment. Any Government contractor,
licensee or assign performing any such work shall provide certificates of
insurance satisfactory to Purchaser covering all property loss or damage and
all personal injury (including related costs and expenses) that may occur
resulting from or relating to the work or presence of any such contractor,
licensee, assign or their employees or contract workers on or in connection
with the Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|16. |  | EFFECT OF CHANGED SITE CONDITIONS ON REMEDIATION. The Purchaser and its
successors and assigns shall bear all reasonable costs of replacement
and/or relocation of remediation installations and equipment necessitated
by the Purchasers changes to the Land or Buildings. This includes an
obligation to construct a heated shelter if remediation activities are
displaced from existing buildings. Such replacement and relocation shall
be carried out by the Navy or its remediation contractors which will
coordinate with the Purchaser to minimize interference with Purchasers
use of the Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|17. |  | PURCHASER SHALL COOPERATE AND NOT INTERFERE WITH ENVIRONMENTAL STUDIES
AND REMEDIATION. Purchaser agrees for itself and its successors and
assigns that it shall cooperate with the Government, its environmental
contractors, and environmental regulatory personnel in their environmental
remediation efforts, including related environmental studies. Such
cooperation includes granting reasonable access to buildings and other
parts of the Property as provided in Paragraphs 11 through 16, hereof,
allowing connections to utilities and permitting the use of Purchasers
drawings. The Government agrees to pay the costs of all utilities used in
connection with the operation, maintenance, repair, replacement,
modification and removal of all wells, pumps, piping, tanks, and other
apparatus and equipment used in connection with remediation of groundwater
and soil, provided it is understood that Purchaser shall not be obligated
to pay any of such costs, either directly or out of overhead. The
Government and its contractors will use reasonable efforts to minimize
interference with the activities and property of the Purchaser, its
successors and assigns. The Purchaser further agrees for itself and its
successors and assigns that it shall not interfere with the Governments
environmental studies and remediation.
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|18. |  | ENVIRONMENTAL RESTRICTIONS ON USE. The environmental remediation to be
carried out by the Navy shall be sufficient to use the Property for
industrial uses as such uses are defined by the MPCA, and described in the
EPAs Five Year Review of the property, as of the date of acceptance of
this offer. Future uses of the Property will be restricted to such
industrial uses. This restriction shall be memorialized in the deed in
accordance with Paragraph 39 below. Unless required by the EPA, the MPCA
or the FFA, the Government shall have no responsibility whatsoever for any
environmental remediation that may be required to use the Property for
other than said industrial uses, nor shall the Government have any
liability for, or related to, any additional remediation that may be
undertaken by the Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|19. |  | NO RIGHTS WAIVED BY THE PARTIES. Nothing in this offer nor in the
contract formed by acceptance of this offer is to be construed as a waiver
by either the Government or the Purchaser of any rights either party may
have against parties deemed responsible for the environmental condition of
the Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|20. |  | DISCLOSURE OF ENVIRONMENTAL CONDITIONS. The Government has had prepared a
study of the environmental condition of the Property known as an
Environmental Baseline Survey (EBS) and a Finding of Suitability to
Transfer (FOST). A copy of the EBS is attached hereto as Exhibit C. A copy
of the FOST is attached as Exhibit D.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|21. |  | NOTICE OF THE PRESENCE OF ASBESTOS. The Naval Industrial Reserve Ordnance
Plant at Fridley, Minnesota, contains asbestos. The condition of the
asbestos-containing materials is varied, but most such materials are
believed to be undamaged, friable asbestos. WARNING:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         





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| | a. |  | The Purchaser is warned that the Property contains asbestos.
Asbestos is a hazardous material. Unprotected exposure to asbestos
fibers has been determined to significantly increase the risk of
cancer, mesothelioma, and asbestosis. These diseases can cause serious
bodily harm resulting in disability or death.                                                                                                                                                                                                                                                                                                                                                                         
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| | b. |  | The Purchaser is invited, urged, and cautioned to inspect the
Property as to its asbestos content and any hazardous or environmental
condition relating thereto. GSA will assist the Purchaser in obtaining
any authorization(s) which may be required in order to carry out any
such inspection(s). The Purchaser shall be deemed to have relied
solely on its own judgment in assessing the overall condition of all
or any portion of the Property, including any asbestos hazards or
concerns.                                                                                                                                                                                            
|
| | c. |  | No warranties, either express or implied, are given with regard
to the condition of the Property including, without limitation,
whether the Property does or does not contain asbestos or is or is not
safe for a particular purpose. The failure of any Purchaser to inspect
or to be fully informed as to the condition of all or any portion of
the Property offered will not constitute grounds for any claim or
demand for adjustment or withdrawal of a bid after its tender.                                                                                                                                                                                                           
|
| | d. |  | The description of the Property set forth in the Offer to
Purchase and any other information provided with respect to said
Property is based on the best information available to GSA and is
believed to be correct, but any error or omission, including but not
limited to the agency having custody over the Property and/or any
other Federal agency, shall not constitute grounds of reason for
nonperformance of the contract of sale or any claim by the Purchaser
against the Government including, without limitation, any claim for
allowance, refund, or deduction from the purchase price.                                                                                        
|
| | e. |  | The Government assumes no liability for damages for personal
injury, illness, disability, or death to the Purchaser, or to the
Purchasers successors, assigns, employees, invitees, or any other
person subject to Purchasers control or direction, or to any other
person, including members of the general public, arising from or
incident to the purchase, transportation, removal, handling, use,
disposition, or other activity causing or leading to contact of any
kind whatsoever with asbestos on the Property which is the subject of
this sale, whether the Purchaser, its successors or assigns has or
have properly warned or failed to properly warn the individuals
injured.
|
| | f. |  | The Purchaser further agrees that, in its use and occupancy of
the property, it will comply with all Federal, state, and local laws
relating to asbestos.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



|22. |  | COMPLIANCE WITH FIRE SAFETY REGULATIONS. The parties acknowledge that the
main industrial building of the Naval Industrial Reserve Ordnance Plant is
not in compliance with local fire safety regulations. The Government has
had a study prepared that analyzes the main industrial buildings fire
safety deficiencies and proposes compensatory measures. A copy of said
study was furnished the Purchaser, and the Purchaser and the Government
discussed the compensatory measures with City of Fridley fire safety and
building inspectors. The Government shall not be liable for any expense
related to bringing the property into compliance with fire safety
regulations.
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|23. |  | CONTRACT. This offer and the acceptance hereof shall constitute an
agreement between the Purchaser and the Government (Agreement). Such
Agreement shall constitute the entire contract between the parties. No
oral statements or representations made by, or for, or on behalf of either
party shall be a part of such contract. During the period between the
Governments acceptance hereof pursuant to Paragraph 6 and the Closing,
Purchaser shall not assign this Agreement without the prior written
consent of the Government. After the Closing, Purchaser may freely assign
or transfer the Property or this Agreement; however, the rights and                        





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|    |  | obligations of the Purchaser and the Government with respect to the letter of
credit pursuant to Paragraph 2 above shall remain unchanged.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|24. |  | RESCISSION. The Government may rescind its acceptance at any time prior
to conveyance, if it is reasonably determined by the Government that such
action is justified in the light of circumstances then prevailing. In
such event, all moneys paid by Purchaser hereunder shall be refunded,
without interest, within forty five (45) days of the Governments
rescission.                                                                                                                                                                                                                                                                                                           
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|25. |  | POSSESSION. The Purchaser is currently in possession of the property
pursuant to existing contracts with various agencies of the Government and
may remain in possession subject to those contracts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|26. |  | RISK OF LOSS. Upon conveyance of title the Purchaser shall have all
responsibility for care and handling and all risks of loss or damage to
the property and have all obligations and liabilities of ownership subject
to paragraph 8 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|27. |  | TITLE EVIDENCE. Any title evidence which may be desired by the Purchaser
will be procured by it at its sole cost and expense. The Government will,
however, cooperate with the Purchaser or its authorized agent in this
connection and will permit examination and inspection of any documents
relating to the title of the Property involved as it may have available.
It is understood that the Government will not be obligated to pay for any
expense incurred in connections with title matters or survey of the Land
and Buildings.                                                                                                                                            
|   
|28. |  | LIABILITY. If this Offer to Purchase is accepted and: (a) the Government
fails for any reason to perform its obligations as set forth herein; or
(b) title to the property does not transfer and vest in the Purchaser for
reasons outside the Purchasers control, the Government shall promptly
refund to the Purchaser all amounts paid by the Purchaser, without
interest, and any letter of credit issued to the Government in this
transaction shall be cancelled without obligation by either party,
whereupon the Government shall have no further liability to the Purchaser
under this Agreement.                                                                           
|   
|29. |  | LIABILITY FOR TAXES. Upon conveyance of the Property the Purchaser shall
assume responsibility for all general and special real and personal
property taxes on the Property which become due and payable after the
Closing. Sums paid, or due and payable, in lieu of taxes pursuant to
statutory authority for all periods prior to closing are the
responsibility of the Government. All such taxes and sums in lieu of taxes
due and payable in the year the Closing takes place shall be prorated
between the Government and Purchaser. It is Purchasers understanding that
the Government does not owe any past due taxes or past due payments in
lieu of taxes on the Property.
|   
|30. |  | TAXES AND RECORDING. The Purchaser shall pay all taxes imposed on this
transaction and shall obtain at its own expense and affix to all
instruments of conveyance and security documents such revenue and
documentary stamps as may be required by Federal and local law. All
instruments of conveyance shall be placed on record in the manner
prescribed by local recording statutes at the Purchasers expense.                                                                                                                                                                                                                                                                    
|   
|31. |  | ASSIGNMENT OF LEGAL PAPERS. At the Closing, Government shall assign to
Purchaser all contracts, permits and other legal papers necessary for the
ongoing operation of the facility for the purposes required for the
operation of the facility prior to the Closing.                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|32. |  | ANTITRUST LAWS. The contract formed by the Governments acceptance of
this offer may be forwarded to the Attorney General of the United States
for his advice as to whether the sale would tend to create or maintain a
situation inconsistent with the antitrust laws. Any such advice received
from the Attorney General shall be effective only if (i) it is in writing
and (ii) either a copy of such advice is delivered to Purchaser or a
Government official certifies to Purchaser in writing in reasonable detail
the substance of such advice. The                                                                                                                          





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|    |  | acceptance of the offer by the Government may be rescinded by the Government
in the event unfavorable advice is received from the Attorney General. Such
rescission shall be without liability on the part of the Government other
than to return the down payment and any money received on account without
interest within forty five (45) days of such rescission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|33. |  | OFFICIALS NOT TO BENEFIT. No member of or delegate to the Congress, or
resident commissioner, shall be admitted to any share or part of the
contract of sale or to any benefit that may arise therefrom, but this
provision shall not be construed to extend to the contract of sale if made
with a corporation for its general benefit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|34. |  | COVENANT AGAINST CONTINGENT FEES. The Purchaser warrants that it has not
employed or retained any person or agency to solicit or secure this
contract upon any agreement or understanding for a commission, percentage,
brokerage, or contingent fee. Breach of this warranty shall give the
Government the right to annul the contract without liability or in its
discretion to recover from the Purchaser the amount of such commission,
percentage, brokerage or contingent fee in addition to the consideration
herein set forth. This warranty shall not apply to commissions payable by
the Purchaser upon the contract secured or made through bona fide
established commercial agencies maintained by the Purchaser for the
purpose of doing business. Bona fide commercial agencies has been
construed to include licensed real estate brokers engaged in the business
generally. Further, this warranty shall not apply to intracompany bonuses
or similar remuneration paid by Purchaser to some or all of Purchasers
employees based on achievement of performance goals or objectives.                                                                                                   
|   
|35. |  | INFORMATION ABOUT USE. The Purchaser certifies that it will, upon request
by the Government, furnish reasonable information indicating the uses and
purposes for which it is seeking to acquire the property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|36. |  | WARRANTY. The Government warrants that to the best of its knowledge after
diligent inquiry, it has not entered into any agreements or other binding
arrangements which would be binding upon Purchaser except as expressly
disclosed to Purchaser in writing at least thirty (30) days prior to
Closing and agreed upon by Purchaser to be so binding in writing prior to
Closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|37. |  | OTHER PROPERTY NOT AFFECTED. This Offer to Purchase and the terms
thereof do not apply to property or transactions in property other than
that described on Exhibits A and B hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|38. |  | CLOSING. Subject to any termination of an agreement resulting from
this Offer to Purchase as permitted herein, the closing (Closing) shall
take place at the office of a title company selected by the Purchaser, on
a mutually agreeable date not later than February 28, 2002, unless
otherwise agreed between the parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|39. |  | RESTRICTIVE COVENANTS. It is understood that the Purchaser is
negotiating a Declaration of Restrictions and Covenants with the
Minnesota Pollution Control Agency (MPCA) pursuant to Minn. Stat. 115B.17
that, once signed, is intended to be filed with the deed and run with the
land. It is also understood that the Government is invited to participate
in these negotiations. Based on Purchasers review of MPCAs Model
Declaration of Restrictions and Covenants, it is expected that these
negotiations will go smoothly and within a matter of a month or so result
in a signed Declaration. However, in the event such is not the case, the
closing will be postponed until a Declaration acceptable to the
Government, Purchaser and the MPCA is executed by the required parties.
If a mutually acceptable Declaration is not achieved within three months
following the date set for the Closing in Section 38, either the
Government or the Purchaser shall have the right to rescind this Offer to
Purchase without obligation on the part of either party, in which case
the Government shall refund the down payment, without interest, within
forty five (45) days of such rescission.





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IN WITNESS WHEREOF, United Defense, L.P. has caused this offer to be executed
and
delivered to the United States of America through the General Services
Administration this
17th day of October, 2001.

UNITED DEFENSE, L.P.
Armament Systems Division

|                                          |                    
|----------------------------------------- | -------------------
|By:                                       | /s/ Peter C. Woglom
|                                          |                    
|Name: Peter C. Woglom                    
|Title: Vice President and General Manager

ACCEPTANCE

Accepted this 29th day of October, 2001

United States of America acting by and through the Administrator of General
Services

|                                                           |                     
|---------------------------------------------------------- | --------------------
|By:                                                        | /s/ William A. Costa
|                                                           |                     
|Name:                                                     
|Chief, Boston Operations Branch
Property Disposal Division





---



##### 



EXHIBIT A

That part of Section 27, Township 30, Range 23, Anoka County, Minnesota,
described as follows:

Commencing at the Southeast corner of said Section 27; thence on an assumed
bearing or South 89 degrees 47 minutes 23 seconds West, along the south line of
said Section 27, a distance of 1444.62 feet; thence North 3 degrees 33 minutes
01 second East, at 2125.55 feet, passing through a found bronze monument, and
continuing in all a distance of 2126.03 feet to the point of beginning of the
land to the described; thence North 89 degrees 22 minutes 47 seconds West a
distance 69.28 feet to the centerline of a building wall in place as of January
1993; thence South 0 degrees 37 minutes 13 seconds West, along said last
mentioned wall centerline, a distance of 1.83 feet; thence North 89 degrees 22
minutes 47 seconds West, along the centerline and the extension thereof, of a
building wall in place as of January 1993, a distance of 84.64 feet; thence
South 0 degrees 27 minutes 13 seconds West, a distance of 5.05 feet; thence
North 89 degrees 22 minutes 47 seconds West a distance of 249.59 feet; thence
South 0 degrees 37 minutes 13 seconds West, along the centerline and the
extension thereof, of a building wall in place as of January 1993, a distance
of 25.45 feet; thence North 89 degrees 22 minutes 47 seconds West, along the
centerline and the extension thereof, of a building wall in place as of January
1993, a distance of 100.28 feet; thence North 0 degrees 37 minutes 13 seconds
East, along the centerline, and extension thereof, of a building wall in place
as of January 1993, a distance of 8.36 feet; thence North 89 degrees 27 minutes
47 seconds West a distance of 199.73 feet; thence North 0 degrees 37 minutes 13
seconds East a distance of 3.01 feet; thence North 89 degrees 22 minutes 47
seconds West a distance of 24.93 feet; thence North 0 degrees 37 minutes 13
seconds East a distance of 2.15 feet; thence North 89 degrees 22 minutes 47
seconds West a distance of 225.02 feet; thence South 0 degrees 37 minutes 13
seconds West, along the centerline and the extension thereof, of a building
wall in place as of January 1993, a distance of 13.52 feet; thence North 89
degrees 22 minutes 47 seconds West, along the centerline and the extension
thereof, of a building wall in place as of January 1993, a distance of 100.40
feet; thence North 0 degrees 37 minutes 13 seconds East, along the centerline
of a building wall in place as of January 1993, a distance of 20.75 feet;
thence North 89 degrees 22 minutes 47 seconds West, along the centerline and
the extension thereof, of a building wall in place as of January 1993, a
distance of 296.28 feet; thence South 0 degrees 37 minutes 13 seconds West a
distance of 10.52 feet; thence North 89 degrees 22 minutes 47 seconds West a
distance of 190.55 feet; thence North 23 degrees 23 minutes 13 seconds West a
distance of 640.80 feet to a point distant 150 feet easterly, measured
perpendicularly, from a tangent-spiral point on the centerline of East River
Road (county-state-aid highway No. 1); thence along a line parallel to and
distant 150 feet easterly from a spiral curve on said highway centerline, which
centerline spiral curve is concave easterly and has a length of 150 feet and a
central angle of 2 degrees 15 minutes 00 seconds, to a point distant 150 feet
easterly, measured radially, from a spiral-curve point on said centerline (the
chord of said last-described parallel line bears North 22 degrees 39 minutes 08
seconds West and has a length of 144.10 feet); thence along a circular curve,
concave easterly and having a radius of 1759.86 feet, a central angle of 6
degrees 59 minutes 44 seconds, and a chord of 184.07 feet bearing North 18
degrees 08 minutes 21 seconds West, an arc distance of 184.15 feet to a point
of nontangency, from which point a found bronze monument bears North 74 degrees
31 minutes 31 seconds East a distance of 0.39 feet; thence North 0 degrees 39
minutes 06 seconds East a distance of 997.85 feet; thence South 88 degrees 58
minutes 35 seconds East a distance of 1920.50 feet; thence South 4 degrees 32
minutes 59 seconds East a distance of 648.20 feet to a judicial landmark set
pursuant to Torranc case No. 123; thence South 3 degrees 33 minutes 02 seconds
West a distance of 1210.30 feet to the point of beginning.





---



##### 



Exhibit B
List of Machinery and Equipment

|      |  |                                           |  |              |              |  |  | 
|----- |  | ----------------------------------------- |  | ------------ | ------------ |  |  | 
|EQNUM |  | DESCRIPTION                               |  | NAVY ID     
|     
|00051 |  | BORING AND TURNING MACHINE, VERTICAL; 72  |  |              | 91192-001030 | 
|     
|00054 |  | BORING AND TURNING MACHINE, VERTICAL; 96  |  |              | 91192-001026 | 
|     
|00055 |  | BORING AND TURNING MACHINE, VERTICAL; 10  |  |              | 91192-001029 | 
|     
|00057 |  | BORING & TURNING MACHINE, VERTICAL; 144"  |  |              | 91192-001023 | 
|     
|00203 |  | SHAPER VERTICAL, MECHANICAL, PLAIN RAM,   |  |              | 91192-001186 | 
|     
|03446 |  | BORING & TURNING MACHINE, VERTICAL; WIDE  |  |              | 91192-001013 | 
|     
|04179 |  | HONING MACHINE, INTERNAL, VERTICAL, 14"   |  |              | 91192-000712 | 
|     
|04372 |  | BORING, DRILLING & MILLING MACHINE, HORIZ |  |              | 91192-004788 | 
|     
|04414 |  | DRILLING MACHINE, RADIAL, PLAIN HEAD, FL  |  |              | 91192-004839 | 
|     
|04427 |  | BORING AND TURNING MACHINE, STANDARD HEA  |  |              | 91192-004851 | 
|     
|13015 |  | BORING, DRILLING, MILLING MACH            |  |              | 91192-004941 | 
|     
|13023 |  | STRENGTH MATERIALS TESTING MACHINE, IMPA  |  |              | 91192-004950 | 
|     
|13186 |  | HONING MACHINE, VERTICAL, INTERNAL, HYDR  |  |              | 91192-005111 | 
|     
|13224 |  | BORING & MILLING MACHINE, JIG, WITH VERT  |  |              | 91192-005149 | 
|     
|13225 |  | BORING AND TURNING MACHINE, VERTICAL; 12  |  |              | 91192-005150 | 
|     
|13237 |  | LATHE, CROSS SLIDING TURRET, SADDLE, MAN  |  |              | 91192-005162 | 
|     
|13255 |  | BORING & TURNING MACHINE, VERTICAL, TURR  |  |              | 91232-001288 | 
|     
|13357 |  | DRILLING MACHINE, RADIAL                  |  |              | 91192-005259 | 
|     
|13376 |  | GRINDING MACHINE, EXTERNAL, CYLINDRICAL,  |  |              | 91192-005276 | 
|     
|13393 |  | GEAR SHAPER, EXTERNAL & INTERNAL, SPUR &  |  |              | 91192-005291 | 
|     
|13458 |  | BORING AND MILLING, JIG, HORIZONTAL; 4"   |  |              | 91192-005353 | 
|     
|13475 |  | GRINDING MACHINE, JIG, VERTICAL, PNEUMAT  |  |              | 91192-005367 | 
|     
|13659 |  | ENGINE LATHE 16"                          |  |              | 91192-005528 | 
|     
|13668 |  | GRINDING MACHINE, CYLINDRICAL, INTERNAL   |  |              | 91192-005537 | 
|     
|13744 |  | JIG BORING MACHINE                        |  |              | 96971-107482 | 
|     
|13767 |  | BORING & TURNING MACHINE, VERTICAL, TURR  |  |              | 92666-000755 | 
|     
|13829 |  | GEAR SHAPER, EXTERNAL & INTERNAL SPUR GE  |  |              | 96971-105996 | 
|     
|13865 |  | JIG BORING & MILLING MACHINE, CAP. 55" M  |  |              | 91192-005605 | 
|     
|13868 |  | BORING,DRILLING AND MILLING MACHINE; OPT  |  |              | 91192-005608 | 
|     
|14174 |  | BORING, DRILLING AND MILLING MACHINE, PL  |  |              | 00111-317189 | 
|     
|14191 |  | JIG BORING MACHINE, OPTICAL, NUMERICALLY  |  |              | 91192-005863 | 
|     
|14197 |  | DEVLIEG HORIZ BORING MACH                 |  |              | 91192-005862 | 
|     
|14404 |  | HORIZONTAL
BORING, DRILLING & MILLING MAC |  |              | 91192-006053 | 
|     
|14521 |  | RADIAL DRILL                              |  |              | 91192-006170 | 
|     
|14527 |  | LATHE, TURRET, SADDLE, CROSS SLIDING TUR  |  |              | 91192-006176 | 
|     
|14573 |  | ROTARY TABLE, HORIZONTAL PLAIN, 12' DIAM  |  |              | 91192-006222 | 
|     
|14672 |  | LATHE TRACER SEMI AUTO                    |  | 000AF-573965
|     
|14964 |  | ROCKFORD SINGLE SPINDLE PLANING MILL      |  |              | 91192-006599 | 
|     
|14979 |  | MEASURING MACHINE, COORDINATE TYPE, CNC,  |  |              | 91192-006609 | 
|     
|14980 |  | ROTARY TABLE, INDEXING, CIRCULAR, POWER F |  |              | 91192-006610 | 
|     
|14986 |  | GRINDER MACHINE, SURFACE, RECIPROCATING,  |  |              | 91192-006614 | 
|     
|40035 |  | COMPARATOR, PROJECTION, CONTOUR & MEASUR  |  |              | 91192-006629 | 
|     
|40058 |  | MILLING MACHINE, BED TYPE, HORIZONTAL,    |  |              | 91192-006639 | 
|     
|40061 |  | MAGNETIC PARTICLE INSPECTION UNIT, STATI  |  |              | 91192-006641 | 
|     
|40076 |  | MEASURING SYSTEM, LASER RAY TYPE          |  |              | 91192-006654 | 
|     
|40079 |  | SPECTROMETER, ULTRAVIOLET SPECTRUM, .173  |  |              | 91192-006657 | 
|     
|40083 |  | POSITIONER, WELDING, TABLE TYPE, POWER    |  |              | 91192-006661 | 
|     
|40089 |  | MAGNETIC PARTICLE INSPECTION UNIT, STATI  |  |              | 91192-006663 | 
|     
|40092 |  | ROTARY TABLE                              |  |              | 91192-006672 | 
|