exv10w14



 





Exhibit 10.14




COMMERCIAL/INDUSTRIAL REAL ESTATE PURCHASE CONTRACT

This is a legally binding contract; if not understood, seek legal advice.




Oklahoma City, Oklahoma, August 12th, 2004



1. PROPERTY: the undersigned Buyer(s) (“Buyer”) hereby agrees to purchase from
the undersigned Seller(s) (“Seller”) the following described property (the
“Property”):




     (a) The following described real estate (the “Land”):



        Building and land located at 4000 N. Lindsay being block 8, North View
Addition to Oklahoma City, Oklahoma County, Oklahoma which street address is
4000 N. Lindsay.



     (b) (check one)



        [   ] together with all of Seller’s right, title, interest and estate in
and to oil, gas and other minerals in and under the Land not previously
reserved or conveyed of record, or



        [X] less and except all oil, gas and other minerals in and under the Land;



     (c) together with all of the buildings, structures and improvements in, on
or under the land (the “Improvements”);



     (d) together with all of the appurtenances belonging thereto and all of
Seller’s right, title and interest in and to all streets, alleys and other
public ways adjacent to the land;



     (e) subject to existing zoning ordinances, restrictions, easements and
rights of way    ; and



     (f) the
following described personal property (the “Personal
Property”):
                                                                                                                                                                        
upon the
following terms and conditions:



2. TERMS: Buyer shall pay for the Property the sum of Five Hundred Twenty-five
Thousand and no/100 Dollars ($525,000) payable as follows:




     (a) the
sum of 45,000.00 (check) as Earnest Money, receipt of which
is hereby acknowledged, and upon acceptance in writing and delivery of this
Contract, the Earnest Money shall promptly be assigned to and deposited in the
trust account of First American Title & Trust Company, Trustee to be applied on
the purchase price and/or closing costs, if any, at the time of the Closing;



     (b) At Closing, IN CASH OR CERTIFIED FUNDS, the further sum of $520,000
(subject to the adjustments set forth in this Contract); and



 









 





     (c) the balance (subject to adjustments set forth in this Contract) as
follows:


         
         
         
         
         
                                                               .



3. TITLE EVIDENCE: Seller shall furnish Buyer title evidence covering the
Property, which shows marketable title vested in Seller according to the title
standards adopted by the Oklahoma Bar Association.




     (a) such title evidence shall be in the form of: (check one)



        [X] Commitment for Owner’s Title Insurance Policy. The premium for such
Policy including the attorney’s fees for examination of the abstract shall be
paid 50% by Seller and 50% b Buyer. All abstracting costs shall be paid by
Seller. Such Policy shall insure Buyer in an amount equal to the purchase
price. The mechanics’ and materialmen’s liens exception shall be deleted from
such policy.



        [   ] Abstract of title. The Seller, at Seller’s expense, shall provide
an abstract of title certified to a date subsequent to the date of this
Contract (including current Uniform Commercial Code Certification and if
required, U.S. District Court Certification). Buyer shall, at Buyer’s expense,
obtain either a title opinion or an Owner’s Title Insurance Policy.



     (b) A pin survey (check one)



        [   ] shall not be provided, or



        [X] shall be provided to Buyer by Seller. The cost of such survey shall
be paid 50% by Seller and 50% by Buyer. The survey of the land and
Improvements shall be prepared by a licensed surveyor, and shall contain such
detail and certifications to permit the survey exceptions to be deleted from
the owner’s Title Insurance Policy. Any encroachment shown on the survey shall
be deemed to be a title defect, unless the title company agrees to provide
affirmative coverage against loss arising from any final court order or
judgment which denies the right to maintain the existing Improvements on the
Land because of such encroachment.



     (c) Seller shall make existing title evidence (base abstract of title or
Owner’s title Insurance Policy) available to the escrow closing agent within a
reasonable time after the date of acceptance of this Contract.



     (d) Upon delivery to buyer of the last of the current Commitment for
Owner’s Title Insurance Policy, the certified abstract or the certified survey,
whichever is to be provided under the Contract, Buyer shall have a reasonable
time, not to exceed 10 days, to examine same and return same to Seller with a
written report specifying any objections or defects in the title or such right
to object shall be deemed waived. Seller shall have 30 days after receipt of
such report to correct such defects and perfect title unless such time is
extended in writing by Buyer. If Seller is unable or unwilling to cure any
defects within such period, then unless buyer waives such defects in writing,
this Contract will terminate and the Earnest Money shall be refunded to Buyer
less costs which buyer has agreed to pay.



 









 





     (e) The title to the Property shall be conveyed to Buyer by General
Warranty Deed in recordable form unless otherwise specified in Paragraph 4
below. Upon Closing the existing abstract of title shall become the property
of Buyer.



     (f) Title to any Personal Property specified herein shall be conveyed to
Buyer by Bill of Sale.


4. SPECIAL PROVISIONS AND/OR ATTACHMENTS HERETO: Buyer will have 30 days to
inspect the property and perform any studies it deems necessary. Buyer may
cancel the Contract during this period and the earnest money, less any Contract
obligations, will be refunded to Buyer. It is understood and agreed by and
between Buyer and Seller that Gerald L. Gamble Co., Inc. is the recognized real
estate broker in this transaction, and Seller agrees to pay said broker a real
estate sales commission equal to five percent (5%) of the sales price. Said
commission shall be due and payable at closing. It is further agreed that said
broker has made no representations, warranties or promises with respect to the
premises, buildings, surrounding areas or land.



5. TAXES, ASSESSMENTS AND PRORATIONS:




     (a) Seller shall pay all expenses owing to the day of Closing, including,
but not limited to, real estate ad valorem taxes, personal property ad valorem
taxes on the personal property which remains with the Property, matured or
unmatured special assessments, interest on any indebtedness assumed hereunder,
insurance, all utility bills, salaries and any other expenses related to the
operation of the Property. If the amount of taxes cannot be ascertained, such
proration shall be on the basis of the taxes paid for the preceding year.



     (b) [language struck out]



     (c) Buyer shall receive all income and shall pay all expenses for the day
of Closing.



     (d) Any and all leases in effect shall be assigned, and security deposits
and prepaid rents, if any, shall be paid to Buyer by Seller at the Closing
unless otherwise provided herein.


6. CONDITION OF PROPERTY:




     (a) Until the Closing or transfer of possession, risk of loss to the
Property, ordinary wear and tear excepted, shall be upon the Seller. After the
Closing or transfer of possession, such risk shall be upon the Buyer.



     (b) Unless otherwise agreed upon in writing, Buyer, by the Closing or
taking possession of the Property, shall be deemed to have accepted the
Property in its then existing condition, including fixtures and equipment
permanently affixed to the property and shall acknowledge the same to Seller in
writing at the Closing. To the best of Seller’s knowledge, no hazardous
substances or conditions exist on the Property. NO WARRANTIES are expressed or
implied by Seller Listing REALTOR® or Selling REALTOR® and their affiliated
licensees that shall be deemed to survive the Closing with reference to the
condition of the property or any fixtures or equipment.



 









 





     (c) Except for the provisions above, the Seller shall deliver the Property
and Improvements thereon in their present condition, ordinary wear and tear
excepted.



     (d) Utilities, if presently on, shall be left on until Closing.


7. CLOSING/POSSESSION: This transaction shall be closed on or before Friday,
October 22, 2004 (the “Closing”), unless the Closing is extended as may be
required by paragraph 3(d) above, or by written agreement of Seller and buyer
with legal possession delivered to Buyer at the time of the Closing and actual
and complete possession of the Property to be given at the Closing or as
follows:
                                                            .



8. BUYER’S EXPENSE: Buyer shall pay at the time of the Closing, IN CASH OR
CERTIFIED FUNDS, one-half of the escrow closing fee, Buyer’s recording fees,
Oklahoma sales tax (if any), and all other funds required form Buyer set forth
in this Contract.



9. SELLER’S EXPENSE: Seller shall pay at the time of the Closing, documentary
stamps required, one-half of the escrow closing fee, Seller’s recording fees
(if any), and all other expenses required from Seller set forth in this
Contract.




10. DEFAULT:




     (a) If buyer wrongfully refuses to close, Seller and Buyer agree that
since it is impracticable and extremely difficult to fix the actual damages
sustained, the Earnest Money shall be forfeited as liquidated damages to
Seller. One-half thereof shall be retained by the REALTOR®(S) to apply on
professional services. Seller may, at Seller’s option, seek specific
performance.



     (b) If Seller’s title defects cannot be corrected as herein provided, or
if Seller wrongfully refuses to close, Buyer’s Earnest Money shall be returned
and Seller shall be liable for the REALTOR®(S’) commission and any other
expenses incurred on Seller’s behalf as provided in this Contract. Buyer may,
at Buyer’s option, seek specific performance.



     (c) In the event any suit is instituted, the prevailing party shall have
the right to recover all of such party’s expenses and costs incurred by reason
of such litigation, including, but not limited to, attorney’s fees, court
costs, and costs of suit preparation.


11. BINDING EFFECT: This Contract, when executed by both Seller and Buyer,
shall be binding upon and inure to the benefit of Seller and Buyer, their
respective heirs, legal representatives, successors and permitted assigns.
This Contract sets forth the complete understanding of Seller and Buyer and
supersedes all previous negotiations, representations and agreements between
them and Listing Broker and its affiliated licensees and Selling Broker and its
affiliated licensees. This Contract can only be amended, modified, or assigned
by written agreement signed by both Seller and Buyer.



12. ACCEPTANCE TIME: The foregoing offer is made subject to acceptance in
writing hereon by Seller, and the return of an executed copy to the undersigned
Buyer on or before 5:00 p.m., Monday, August 16, 2004. If the offer is not
accepted, the Earnest Money shall be returned to Buyer.




 









 







13. TIME IS OF THE ESSENCE.



14. DISCLAIMER AND INDEMNIFICATION: It is expressly understood by Seller and
Buyer that Listing REALTOR® and Selling REALTOR® and their affiliated licensees
do not warrant the present or future value, size by square footage, condition,
structure or structure systems of the property or any Improvements, nor do they
hold themselves out to be experts in quality, design and construction. Seller
and Buyer shall hold the Listing REALTOR® and Selling REALTOR® and their
affiliated licensees harmless in the event of losses, claims or demands by or
against Seller and Buyer. This paragraph shall survive the Closing.



15. CONFIRMATION OF BROKERAGE RELATIONSHIP: The undersigned Buyer confirms the
brokerage relationship with the Selling Broker in the attached form for
Conformation of Disclosure and Consent. If applicable, and Seller shall
confirm the brokerage relationship with the Listing Broker on such form at the
time of acceptance of this Contract, or, if applicable, at the time of making a
counteroffer.




	 	 	 	 	 	 	 
	

	 	 	 	ADVANTAGE MARKETING SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	/s/ Reggie Cook
	 	Buyer
	
 	 	
 	 	 
	(Print Buyer’s name exactly as title will be taken)	 	By: Reggie Cook, CFO
                      (Signature)     	 	 
	 
	 	 	 	 	 	 
	SS #
	 	 	 	 	 	 
	

	 	
 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	Buyer
	
 	 	
 	 	 
	(Print Buyer’s name exactly as title will be taken)	 	(Signature)     	 	 
	 
	 	 	 	 	 	 
	SS #
	 	 	 	 	 	 
	

	 	
 	 	 	 	 






16. SELLER’S ACCEPTANCE: Seller accepts the foregoing offer and shall sell the
above-described Property on the terms and conditions herein stated and shall
pay the Listing REALTOR® the compensation previously agreed upon in the Listing
Agreement or other agreement of employment between them, which shall survive
this Contract, for professional services rendered and to be rendered in this
transaction.




	 	 	 	 	 	 	 	 	 	 	 
	Accepted this _____ day of August, 2004	 	KELTRONICS CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	Seller
	 	By:
	 	/s/ Al Yakel	 	Seller
	
 	 	 	 	 	 	
 
	(Signature)	 	 	 	 	 	(Signature)
	 
	 	 	 	 	 	 	 	 	 	 
	SS #

	 	 	 	 	 	SS #	 	 	 	 
	 	 	
 	 	 	 	
 






EARNEST MONEY RECEIPT: Received the sum of Five Thousand & No/100 Dollars
($5,000.00) as Earnest Money, to be held and applied in accordance with the
terms and conditions of the foregoing offer.




	 	 	 
	

	 	
 
	Receipt of Earnest Money:

	 	Selling REALTOR®-ASSOCIATE (Signature)







 









 






	 	 	 
	By:
	 	 
	


	 	Gerald L. Gamble Co., Inc.
	Of:

	 	   Company Name
	First American Title & Trust Company
	 	 
	

	 	

	

	 	Listing REALTOR®-ASSOCIATE (Signature)
	 
	 	 
	

	 	 
	Date

	 	Gerald L. Gamble Co., Inc.
	

	 	   Company Name