5


                 AGREEMENT FOR PURCHASE AND SALE

                        OF REAL PROPERTY


          THIS  AGREEMENT,  made as of the "Effective  Date"  (as
defined  in Section 16(g) below), by and between Harold's  Stores
Inc.,  an  Oklahoma corporation, and Corner Properties, Inc.,  an
Oklahoma  corporation (hereinafter collectively  referred  to  as
"Seller"),  and  H.D.  Investments, L.L.C., an  Oklahoma  limited
liability company (hereinafter referred to as "Purchaser").

                      W I T N E S S E T H:

          WHEREAS,  Seller desires to sell and Purchaser  desires
to purchase those two  certain tracts of real property, including
any  buildings, structures and improvements located on such  real
property (but excluding any and all personal property, equipment,
fixtures  and  inventory  owned by  Seller  or  its  affiliates),
located in the State of Oklahoma, County of Cleveland and City of
Norman,  being more particularly described in Exhibit A  attached
hereto and hereby made a part hereof, and being commonly known as
765  Asp  Avenue and 770 Debarr Avenue, Norman, Oklahoma together
with  all  and  singular the rights, easements and  appurtenances
pertaining to such real property (hereinafter referred to as  the
"Property");

          NOW,  THEREFORE, for and in consideration of the mutual
covenants  and benefits contained herein, Seller agrees  to  sell
and Purchaser agrees to purchase all of Seller's right, title and
interest  in  and  to  the Property on the  following  terms  and
conditions:

     1.    Purchase  Price.  The purchase price of  the  Property
shall  be  One  Million  Two Hundred Fifty  Thousand  and  No/100
Dollars ($1,250,000.00).  At the closing of the purchase and sale
hereunder  (hereinafter  referred  to  as  the  "Closing"),   the
purchase  price  (less  a  credit  for  the  Earnest  Money,   as
hereinafter  defined,  and subject to the  prorations  set  forth
herein) shall be paid by Purchaser to Seller by wire transfer  of
immediately  available  funds into a bank account  designated  by
Seller.

     2.   Earnest Money.  Within two (2) days after the Effective
Date,  Purchaser shall deliver to Cleveland County  Abstract,  at
its office at 122 E. Eufaula, Norman, Oklahoma 73069 (hereinafter
referred  to  as "Escrow Agent" or "Title Company")  the  sum  of
Twenty Five Thousand and No/100 Dollars ($25,000.00) by cashier's
check  or by wire transfer of immediately available funds as  the
earnest  money.  Such  amount shall  be  referred  to  herein  as
"Earnest  Money".  If the Earnest Money is  not  deposited  on  a
timely  basis  as  provided herein, this Agreement  at  the  sole
option of Seller will terminate at Seller's election upon written
notice  to  Purchaser.  The Escrow Agent shall hold  the  Earnest
Money  in  an  interest bearing account and disburse the  Earnest
Money (which shall include any interest earned thereon) as herein
provided.

     3.   Title; Survey.

               (a)  Title.

                    (i)    Purchaser   shall   have   until   the
expiration of thirty (30) days from the Effective Date to  obtain
from  the  Title  Company, a commitment for title insurance  (the
"Purchaser's  Commitment")  and  to  notify  Seller  by   written
statement of all objections or defects, if any, to Seller's title
to  the  Property,  other  than such encumbrances  set  forth  on
Exhibit  B  attached  hereto  (hereinafter  referred  to  as  the
"Permitted  Exceptions").  Failure of Purchaser to notify  Seller
of  such  objections or defects, if any, prior to the  expiration
said  thirty  (30) day period shall constitute a  waiver  of  any
objections or defects to Seller's title appearing of record as of
the  effective date of the Purchaser's Commitment, and  any  such
objections  or  defects  shall become Permitted  Exceptions.   If
Purchaser should notify Seller of any such objections or  defects
prior  to  the expiration of said thirty (30) day period,  Seller
shall  have  the  right either (x) to cure  or  remove  any  such
objections or defects prior to Closing or (y) to notify Purchaser
prior to Closing that Seller is unable or unwilling to cure  such
objections or defects.

                    (ii)   In  the event that Seller so  notifies
Purchaser  pursuant to subsection (i) above that it is unable  or
unwilling to cure any objections or defects, then Purchaser shall
have  the option, exercisable within fifteen (15) days after such
notification by Seller, of (x) waiving such objections or defects
and  agreeing  to  take  title to the Property  subject  to  such
objections or defects without any adjustment to or deduction from
the purchase price or (y) terminating this Agreement by notice to
Seller  and  Escrow Agent, in which latter case the Escrow  Agent
shall  return  the  Earnest Money (less $100.00  which  shall  be
delivered  to  Seller  in consideration for  entering  into  this
Agreement) to Purchaser, whereupon neither party shall  have  any
further  rights,  duties, obligations or  liabilities  hereunder,
except  for Purchaser's indemnifications contained in Sections  4
and  6  below.   Nothing contained herein shall  waive  or  limit
Purchaser's rights to object to any title objections  or  defects
appearing  of  record  after the effective  date  of  Purchaser's
Commitment.

               (b)  Survey.  During the Inspection Period (as hereinafter
defined), Purchaser may, at its sole option and expense, cause an
accurate  boundary  and  physical survey  of  the  Property  (the
"Survey") to be prepared by a land surveyor or engineer  licensed
in  the  State in which the Property is located.    In the  event
Purchaser obtains such Survey it shall provide Seller with a copy
thereof,  at  no  expense to Seller, within ten (10)  days  after
obtaining the Survey.

     4.   Inspection Period.

               (a)  Purchaser, its agents, employees, independent contractors
and representatives shall have the right until the date which  is
thirty  (30)  days  after  the Effective  Date  (the  "Inspection
Period") to enter the Property for the purpose of inspecting  and
examining  the  Property,  and  for  the  purpose  of  any  other
examinations  that Purchaser may deem necessary  or  appropriate,
including preparation of the Survey. Purchaser shall give  Seller
reasonable  advance  notice  of  the  specific  days,  times  and
purposes for which Purchaser, and/or its agents, contractors  and
employees  will enter the Property. Purchaser shall not interfere
with  Seller's  business  operations conducted  at  the  Property
during  such  entries  and Purchaser shall comply  with  Seller's
reasonable  requests pertaining to such entries.  Notwithstanding
any provision contained in this Agreement to the contrary, in the
event  that  Purchaser determines that the results of Purchaser's
inspection  and  examination of the Property,  in  the  sole  and
absolute discretion of the Purchaser, have not been satisfactory,
then   Purchaser  may  elect  to  terminate  this  agreement   by
delivering written notice of such termination to Seller prior  to
the   expiration  of  the  Inspection  Period.   Upon  any   such
termination, the sum of $100 of the Earnest Money shall  be  paid
to  Seller  in  full  consideration  of  the  rights  granted  to
Purchaser  under this agreement and the balance  of  the  Earnest
Money  shall  be  promptly returned to Purchaser, whereupon  this
Agreement  shall then become null and void, and neither Purchaser
nor  Seller shall have any further duty, obligation, or liability
whatsoever under this Agreement.  If Purchaser fails to terminate
this Agreement as provided in this paragraph, Purchaser shall  be
deemed  to  have elected to purchase the Property "as-is"  (other
than  the  warranties of title contained in the special  warranty
deed), and will have no further right to terminate this Agreement
except as otherwise expressly provided herein.

               (b)  Purchaser hereby agrees to repair any damage, at its sole
cost  and  expense,  caused by Purchaser, it  agents,  employees,
contractors, representatives and/or invitees and Purchaser hereby
indemnifies  and holds Seller harmless from and against  any  and
all  loss,  liability, cost, judgment, claim  expense  or  damage
(including  but not limited to attorneys' fees and  expenses  and
court costs) arising from the actions of Purchaser or its agents,
employees, contractors, representatives and/or invitees  pursuant
to   this   Section  4.   Notwithstanding  any  other  provisions
contained in this Agreement, the indemnity contained herein shall
survive  the Closing or any cancellation or termination  of  this
Agreement.

               (c)  Within seven (7) days after the Effective Date, Seller
agrees  to  provide Purchaser, but only to the extent Seller  has
same readily available and in its possession, copies or originals
of the following items:

                    (i)     a survey of the Property
(ii)   a site plan of the Property
                    (iii)      the plans and specifications for any buildings
constructed
                            on the Property
                    (iv)  the most recent real estate tax bills for the Property
                    (v)    an appraisal of the Property
(vi)  the Certificate of Occupancy for the Property
                    (vii)     any title insurance policies covering the Property
                    (viii)    any abstracts of title to the Property

Seller  makes no warranty or representation as to whether or  not
Seller  has any of such items or whether or not same are  readily
available, nor does Seller make any warranty or representation as
to  the factual content of the above items or the accuracy of any
matters  contained  or  set forth in such items  if  Seller  does
provide   them  to  Purchaser.  In  the  event  the   transaction
contemplated  by  this Agreement fails to close for  any  reason,
Purchaser shall return all of the items provided to Purchaser  by
Seller hereunder within five (5) days after written request  from
Seller.


     5.   Closing and Closing Date.

               (a)   The  Closing  shall occur on  the  thirtieth
(30th)  day after the expiration of the Inspection Period at  the
offices  of  Escrow Agent or on such earlier date or location  as
may be mutually agreed to by the parties hereto.  At Closing each
party shall execute and deliver all documents necessary to effect
and  complete  the  Closing, including but not  limited  to,  the
documents expressly referred to in this Section 5 and in  Section
16 (j). In the event that the lease referred to in Section 16 (j)
has  not  been  agreed to and is not executed for any  reason  by
Purchaser  and  Seller  at  Closing,  Seller  or  Purchaser   may
terminate  this Agreement, whereupon the Earnest Money  shall  be
returned  to  Purchaser  and the parties shall  have  no  further
rights  or  obligations  hereunder, except  as  may  specifically
survive such termination.

               (b)  At Closing, Purchaser shall:

                    (i)   pay  the purchase price, less a  credit
for  the amount of the Earnest Money, referred to in Section 4(d)
and  all sums prorated hereunder, and Escrow Agent shall pay  the
Earnest Money and all interest earned thereon, if any, to Seller;

                    (ii) Intentionally Deleted


               (c)   At Closing, Seller shall execute and deliver
               to Purchaser:

                    (i)     an  Oklahoma  standard  form  special
warranty  deed  prepared  by  the  Title  Company  conveying  the
Property   to  Purchaser  subject  to  the  Permitted  Exceptions
thereto, at Seller's expense;

                    (ii) Intentionally Deleted

                    (iii)       an  owner's  affidavit  in   form
reasonably  acceptable to Purchaser's title insurer  to  cause  a
standard Owner's policy of title insurance to be issued;

                    (iv)  an  affidavit stating Seller's  federal
income  tax identification number and certifying that  Seller  is
not  a "foreign person" within the meaning of Section 1445 of the
Internal Revenue Code of 1986, as amended; and


               (d)  At Closing, Purchaser shall pay the entire premium for
Purchaser's  owner's  title insurance  policy,  as  well  as  all
recording  fees,  the  cost  of any  endorsements,  deletions  or
modifications of the owners title policy, any survey  costs,  all
costs  related  to  Purchaser's inspection of  the  Property  all
escrow,  abstracting and other fees charged by the Title Company,
the  cost of all documentary stamps and documentary stamp  taxes,
the  cost of all revenue stamps, all recording fees and all costs
incurred  in connection with any financing obtained by  Purchaser
in  connection  with its purchase of the Property and  the  other
charges  typically  paid by purchasers in  transactions  of  this
nature  in  the City and State in which the Property is  located.
Real   estate  ad  valorem  taxes  and  any  special  assessments
applicable to the Property for the year of sale shall be prorated
as of the date of Closing based upon the actual tax bills for the
current year, if available; provided, however, that if tax  bills
for  the  current year are not available, taxes will be  prorated
based  upon the tax bills for the year immediately preceding  the
year  of  sale, and the parties agree that in such event the  tax
prorations  used  at Closing shall be final. Notwithstanding  any
provision contained herein to the contrary, any tax or roll  back
of  taxes imposed because of a change in use or ownership of  the
Property shall be the responsibility of the Purchaser.   Each  of
Purchaser  and  Seller  shall pay its  own  attorney's  fees  and
expenses.

      6.   Brokerage Commission.  At Closing, Purchaser agrees to
pay  a  brokerage commission to Equity Realty, Inc.  (said  party
being hereinafter referred to as "Broker") pursuant to a separate
commission agreement between Purchaser and Broker.  Seller  shall
have  no  responsibility  with respect  to  the  payment  of  any
brokerage  fee and Purchaser agrees to indemnify and hold  Seller
harmless  from  all  claims,  losses,  liabilities  and  expenses
(including  but not limited to attorneys' fees and  court  costs)
which  Seller  may  incur on account of any claim  which  may  be
asserted  against  Seller, whether or  not  meritorious,  by  any
broker  (including but not limited to Broker) or any other person
in  connection with any commission due or alleged to be due as  a
result of the transaction contemplated hereby.

     7.   Earnest Money, Default and Remedies.

               (a)   The  Earnest  Money  shall  be  held  in  an
interest bearing account and disbursed by Escrow Agent as  herein
provided.   If the Closing does not occur because of  Purchaser's
default,  then Seller may elect as its sole and exclusive  remedy
hereunder  to  require  Escrow Agent  to  promptly  disburse  the
Earnest  Money to Seller as Seller's full and complete liquidated
damages  for  such default. Purchaser and Seller acknowledge  and
agree  that  it  is  impossible to estimate  more  precisely  the
damages which might be suffered by Seller upon such default, that
said  provision  for  liquidated damages is reasonable  in  light
thereof, and that said provisions for liquidated damages are  not
a  penalty.   Notwithstanding  the  foregoing,  Seller  shall  be
entitled  to avail itself of any and all remedies at  law  or  in
equity  to  enforce Purchaser's indemnity contained in Section  4
and 6 hereof.

               (b)   If  the  Closing does not occur  because  of
Seller's default, Purchaser may, as its sole and exclusive remedy
hereunder,  either  (i) avail itself of the  remedy  of  specific
performance,  or (ii) terminate this Agreement by written  notice
to  Seller  and Escrow Agent, in which latter case  Escrow  Agent
shall disburse the Earnest Money to Purchaser, whereupon no party
shall have any further rights, duties, obligations or liabilities
hereunder  except  as  provided  in  Sections  4  and  6  hereof.
Purchaser waives all other rights it may have at law or in equity
against  Seller because of a default by Seller, and in  no  event
shall Seller be liable to Purchaser for damages.

               (c)   If the purchase and sale of the Property  is
closed, the Earnest Money shall be paid by Escrow Agent to Seller
at Closing and credited to the purchase price for the Property.

     8.   Purchaser's Work Product.  Should the Closing not occur
for  any  reason,  Purchaser agrees  to  deliver  to  Seller,  at
Seller's  request and without cost to Seller, all tests, surveys,
studies, reports, plats and sketches, and any other similar site-
related information and documents which Purchaser has obtained or
developed

     9.   Notices.  All notices required or permitted to be given
hereunder  shall be in writing, signed by the party  giving  such
notice  or  its  attorney  at law, and  shall  be  deemed  to  be
delivered,  whether or not actually received, (i) when personally
delivered by commercial courier service or other messenger;  (ii)
when  the  same  has  been deposited with a commercial  overnight
delivery service, for delivery on the next business day; or (iii)
when transmitted by facsimile during customary business hours, as
evidenced  by a confirmed receipt.  For purposes of  notice,  the
addresses of the parties are as follows:

     Seller:                       Harold's Stores, Inc.
                                   P.O. Box 2970
                              Norman, OK 73070
                              Attn: Jodi Taylor, CFO
                              Fax #: 405-366-2538

     With a copy to:               Harold's Stores, Inc.
                              3290 Northside Parkway
                              Suite 250
                              Atlanta, Georgia 30327
                              Attn: Jackie Wammock
                              Fax # 678-553-4001

     Purchaser :                   H.D Investments, L.L.C.
                              c/o Hal Smith Restaurant Group
                              1800 N. Interstate Drive, No. 200
                              Norman, Oklahoma 73072
                              Attn: David Brauckmann
                              Fax #:

     Escrow Agent:                 Cleveland County Abstract
                              122 E. Eufaula
                              Norman, Oklahoma 73069
                              Attn: _________________
                              Fax #: (405) 360-6073


     10.   Damage  or Condemnation.  Risk of loss resulting  from
any condemnation or eminent domain proceeding and risk of loss to
the  Property due to fire, flood or any other cause prior to  the
Closing,  shall remain with Seller.  If prior to the Closing  the
Property  or  any  portion thereof shall be damaged,  or  if  the
Property  or any portion thereof shall be subject to a threat  of
condemnation  or  shall become the subject  of  any  proceedings,
judicial, administrative or otherwise, with respect to the taking
by  eminent  domain  or  condemnation, Seller  shall  immediately
notify  Purchaser  thereof after receipt  of  notice  thereof  by
Seller,  but  in any event prior to Closing, and at  its  option,
Purchaser may elect within thirty (30) days after receipt of such
notice, to terminate this Agreement or to proceed to Closing.  If
the  Closing Date is within the aforesaid thirty (30) day period,
then Closing shall be extended to the next business day following
the  end  of said thirty (30) day period.  If Purchaser does  not
elect to terminate this Agreement, and in any event if the damage
or  taking is not material, this Agreement shall remain  in  full
force  and effect and the purchase contemplated herein, less  any
interest  taken  by  eminent  domain or  condemnation,  shall  be
effected with no further adjustment, and upon the Closing of this
purchase, Seller shall assign, transfer and set over to Purchaser
all  of  the  right, title and interest of Seller in and  to  any
awards  that  have been or that may thereafter be made  for  such
taking,  and  Seller  shall  assign, transfer  and  set  over  to
Purchaser any insurance proceeds that have been or may thereafter
be paid for such damage or destruction, giving Purchaser a credit
at  Closing for any deductible under such insurance policies.  If
Purchaser elects to purchase after receipt of such a notice,  all
actions  taken by Seller with regard to eminent domain or  damage
or  destruction  of  the Property, including  without  limitation
negotiations,  litigation, settlement,  appraisals,  and  appeals
shall  be  subject to the approval of Purchaser,  which  approval
shall not be unreasonably withheld.

     11.  Escrow Agent.

               (a)    Except  as  expressly  set  forth  in  this
Agreement,  Escrow  Agent shall have no obligation  to  take  any
action  or  perform any act other than to receive  and  hold  the
Earnest  Money delivered by Purchaser pursuant to this  Agreement
and  to  deliver same in accordance with the terms and conditions
of this Agreement.

               (b)   Escrow  Agent agrees to perform  the  duties
herein  required of it to the best of its ability and to the  end
that the interests of Purchaser and Seller may be adequately  and
effectively  protected.  Escrow Agent shall  not  be  answerable,
liable  or  accountable  except for its own  bad  faith,  willful
misconduct  or negligence.  Escrow Agent shall not be  under  any
obligation to take any action toward the execution or enforcement
of  the  rights  or interests of Purchaser or Seller  under  this
Agreement,  whether on its own motion or on the  request  of  any
other  person  or entity, whether or not a party hereto.   Escrow
Agent is authorized to act on any document believed by it in good
faith  to  be genuine and to be executed by the proper  party  or
parties,  and will incur no liability by so acting.   Seller  and
Purchaser agree to indemnify and hold harmless Escrow Agent  from
any  and all claims, actions, damages, demands and judgments from
or to Seller, Purchaser, or third parties, arising out of any act
or  omission of Seller or Purchaser and not caused by bad  faith,
willful misconduct or negligence of Escrow Agent.

               (c)   Escrow  Agent shall be obligated to  perform
such duties and only such duties as are herein set forth, and  no
implied duties or obligations shall be read into this Agreement.

               (d)   If this Agreement shall be terminated by the
mutual  written agreement of Seller and Purchaser, or  if  Escrow
Agent  shall  be  unable to determine at any  time  to  whom  the
Earnest  Money  should  be paid, or if a  dispute  shall  develop
between Seller and Purchaser concerning to whom the Earnest Money
should  be  paid,  then  in any such event,  Escrow  Agent  shall
deliver  the  Earnest Money in accordance with the joint  written
instructions  of  Seller and Purchaser.  In the event  that  such
written instructions shall not be received by Escrow Agent within
ten (10) days after Escrow Agent has served a written request for
such  instruction  upon Seller and Purchaser, then  Escrow  Agent
shall   pay   the  Earnest  Money  into  a  court  of   competent
jurisdiction  and  interplead Seller  and  Purchaser  in  respect
thereof, and thereafter Escrow Agent shall be discharged  of  any
further  obligations  in connection with  this  Agreement  except
those  arising  from  or  related to Escrow  Agent's  bad  faith,
willful misconduct, or negligence.

               (e)  Escrow Agent shall not be responsible for:  (i) the
sufficiency  or  correctness as to the  form,  execution  or  the
validity  of  this Agreement; or (ii) the identity, authority  or
right  of  any person executing any notice or document  given  to
Escrow Agent.

     12.   Seller's Representations and Covenants.  Seller  makes
the following representations and covenants to Buyer:

               (a)   Seller has all necessary power and authority
to  execute,  deliver and perform this Agreement and to  complete
the  transaction  provided for herein and any  required  consents
from third parties to Seller's execution, delivery or performance
of this Agreement have been obtained.

               (b)   Seller is not a "foreign person" within  the
meaning of Section 1445 of the Internal Revenue Code of 1986,  as
amended.

               (c)   No person, firm or entity has any rights  in
or  rights to acquire all or any part of the Property, and  there
is  no outstanding agreement to sell or lease all or any part  of
the Property to any other person, firm, or entity.

               (d)   Seller  is not a party to any litigation  or
other  proceeding, nor to the best of Seller's knowledge, is  any
such  litigation or proceeding threatened, which relates  to  the
Property or Seller's right to sell the Property.

               (e)   There  are no pending, nor to  the  best  of
Seller's   knowledge  threatened  or  contemplated,  condemnation
proceedings affecting the Property.

               (f)  At Closing, Seller shall convey to Purchaser (by special
warranty deed) fee simple title to the Property free and clear of
all   liens,  easements,  restrictions,  encumbrances  or   other
limitations,  other than ad valorem taxes not yet  due  and  the,
Permitted Exceptions.

               (g)  To the best of Seller's knowledge, there are no Hazardous
Substances  on,  in,  or  under  the  Property  in  violation  of
applicable   Environmental  Law.   As  used  herein,   the   term
"Hazardous Substance" means any substance or material defined  or
designated  as  a  "Hazardous Substance" under any  Environmental
Law.   As  used  herein, the term "Environmental Law"  means  any
applicable  federal or state law, rule or regulation relating  to
pollution   or  protection  of  the  environment  or  actual   or
threatened   releases,   discharges,  or   emissions   into   the
environment.

               (h)  To the best of Seller's knowledge, there are currently no
special assessments affecting the Property.

     EXCEPT AS PROVIDED IN (a) THROUGH (h) ABOVE, SELLER MAKES NO
     REPRESENTATIONS  OR  WARRANTIES AS TO THE  PROPERTY  OR  ANY
     INFORMATION  DELIVERED BY SELLER TO PURCHASER IN  CONNECTION
     WITH  THE PROPERTY. PURCHASER IS PUCHASING THE PROPERTY  "AS
     IS", WITH ALL FAULTS AND DEFECTS KNOWN OR UNKNOWN, LATENT OR
     PATENT,  WITHOUT  ANY  REPRESNTATION OR  WARRANTY,  ORAL  OR
     WRITTEN,  EXPRESS OR IMPLIED, INCLUDING WITHOUT  LIMITATION,
     ANY   WARRANTIES  OF  FITNESS  FOR  A  PARTICULAR   PURPOSE,
     HABITABILITY, MERCHANTABILITY, SUITABILITY OR  QUALITY,  AND
     IN  SOLE RELIANCE ON PURCHASER'S OWN INDEPENDENT INSPECTION,
     INQUIRY  AND/OR INVESTIGATION. SPECIFICALLY, SELLER  IS  NOT
     MAKING   AND   SPECIFICALLY  DISCLAIMS  ANY  WARRANTIES   OR
     REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED
     WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO,
     WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE  (OTHER
     THAN  SELLER'S  WARRANTY OF TITLE SET FORTH IN  THE  SPECIAL
     WARRANTY DEED TO BE DELIVERED AT CLOSING), ZONING, PLATTING,
     SUBDIVISION,  TAX  CONSEQUENCES, PHYSICAL  OR  ENVIRONMENTAL
     CONDITIONS,  AVAILABILITY  OF  ACCESS,  INGRESS  OR  EGRESS,
     VALUATION,  GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS
     OR  ANY OTHER MATTERS OR THINGS RELATING TO OR AFFECTING THE
     PROPERTY  INCLUDING,  WITHOUT  LIMITATION:  (I)  THE  VALUE,
     CONDITION,  MERCHANTABILITY,  MARKETABILITY,  PROFITABILITY,
     SUITABILITY OR FITNESS FOR A PARTICUALAR USE OR  PURPOSE  OF
     THE  PROPERTY (II) THE MANNER OR QUALITY OF THE CONSTRUCTION
     OR  MATERIALS  INCORPORATED INTO ANY OF THE PROPERTY,  (III)
     THE  MANNER, QUALITY, STATE OF REPAIR OR LACK OF  REPAIR  OF
     THE PROPERTY, OR (IV) ANY INFORMATION DELIVERED BY SELLER TO
     PURCHASER  IN  CONNECTION WITH THE PROPERTY.   PURCHASER  IS
     ACQUIRING  THE PROPERTY ON THE BASIS OF ITS OWN  INDEPENDENT
     INSPECTIONS, INQUIRIES AND/OR INVESTIGATIONS AND  NOT  AS  A
     RESULT  OF  ANY  WARRANTIES  OR REPRESENTATIONS  OF  SELLER.
     PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF
     REAL  ESTATE  AND  THAT  IT IS RELYING  SOLELY  ON  ITS  OWN
     EXPERTISE  AND  THAT  OF PURCHASER'S CONSULTANTS,  AND  THAT
     PURCHASER  WILL  CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS
     OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL
     AND  ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL  RELY  UPON
     THE  SAME,  AND  UPON  CLOSING SHALL ASSUME  THE  RISK  THAT
     ADVERSE  MATTERS,  INCLUDING, BUT  NOT  LIMITED  TO  ADVERSE
     PHYSICAL  AND  ENVIRONMENTAL CONDITIONS, MAY NOT  HAVE  BEEN
     REVEALED BY PURCHASER'S INSPECTION AND INVESTIGATIONS. THERE
     ARE  NO  ORAL  AGREEMENTS,  WARRANTIES  OR  REPRESENTATIONS,
     COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT
     OF  SELLER ANY THIRD PARTY, SELLER IS NOT LIABLE OR BOUND IN
     ANY    MANNER   BY   ANY   ORAL   OR   WRITTEN   STATEMENTS,
     REPRESENTATIONS, OR INFORMATION PERTAINING TO  THE  PROPERTY
     FURNISHED  BY  ANY  REAL  ESTATE  BROKER,  AGENT,  EMPLOYEE,
     SERVANT  OR OTHER PERSON. THE TERMS AND CONDITIONS  OF  THIS
     PARAGRAPH SHALL SURVIVE THE CLOSING AND NOT MERGE THEREIN.


     13.   Conditions  to  Closing.  In  addition  to  the  other
conditions  set forth herein, the obligations and liabilities  of
Purchaser hereunder shall in all respects be conditioned upon the
satisfaction  of  each of the following conditions  prior  to  or
simultaneously with the Closing, any of which may  be  waived  by
written notice from Purchaser to Seller:

               (a)   Seller has substantially complied  with  and
otherwise  substantially  performed each  of  the  covenants  and
obligations of Seller set forth in this Agreement.

               (b)   All representations and warranties of Seller
as  set forth in this Agreement shall be in all material respects
true and correct as of the Closing Date.

     14.   Assignment.  This Agreement may be assigned  one  time
prior  to Closing by Purchaser.  Thereafter, this Agreement shall
not be assigned without the prior written consent of Seller,

     15.   Survival  of  Provisions.  Unless otherwise  expressly
provided  herein,  all  of  the warranties,  representations  and
indemnities herein shall not survive the Closing and the delivery
of  the deed and the other documents but shall be deemed to merge
into such deed and documents.

     16.  Miscellaneous.

               (a)   Entire  Agreement.  This Agreement  embodies
the entire agreement between the parties and cannot be waived  or
amended  except  by written agreement.  Purchaser  has  not  been
induced   by   and   has   not  relied  upon   any   information,
representations,  warranties  or  statements,  whether  oral   or
written or express or implied, made by Seller or by any broker or
any  other person representing or purporting to represent Seller,
which are not expressly set forth in this Agreement.

               (b)   Time of Essence.  Time is of the essence  of
          this Agreement.

               (c)  Successors and Assigns.  This Agreement shall
be  binding  upon  Seller  and  Purchaser  and  their  respective
successors, successors-in-title and permitted assigns.

               (d)   Applicable  Law.   This  Agreement  and  all
rights,   duties   and   responsibilities  hereunder   shall   be
interpreted  and  construed in accordance with the  laws  of  the
State in which the Property is located.

               (e)   Time  Periods.  If the time period by  which
any  right, option or election provided under this Agreement must
be  exercised,  or  by which any act required hereunder  must  be
performed, or by which the Closing must be held, expires on a day
other   than  a  business  day,  then  such  time  period   shall
automatically  be extended through the close of business  on  the
next business day.

               (f)  Counterparts.  This Agreement may be executed
in  any  number  of  counterparts, each  of  which  shall  be  an
original, but such counterparts together shall constitute one and
the same instrument.

               (g)   Effective Date.  The effective date of  this
Agreement (the "Effective Date") shall be the later of the  dates
on  which this Agreement shall have been fully executed  by  both
Purchaser and Seller as indicated by the dates appearing  beneath
their respective signatures.

                 (h)    Title   Examination.   PURCHASER   HEREBY
ACKNOWLEDGES THAT IT HAS BEEN INFORMED THAT IT SHOULD  OBTAIN  IN
CONNECTION  WITH THE PURCHASE OF THE PROPERTY A POLICY  OF  TITLE
INSURANCE  OR  SHOULD HAVE AN ABSTRACT OF TITLE TO  THE  PROPERTY
EXAMINED  BY AN ATTORNEY OF ITS CHOICE.  BY PURCHASER'S EXECUTION
OF THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN
SO ADVISED.

                (i)  Tax Deferred Exchange.  Seller and Purchaser
each  hereby  acknowledges that the other  party  may  desire  to
convey  the Property as part of an Internal Revenue Code  Section
1031   tax   deferred  exchange  and  that  either  Seller's   or
Purchaser's  rights under this Agreement may  be  assigned  to  a
qualified  intermediary  for  the  purpose  of  completing   such
exchange. Seller and Purchaser each agree to cooperate  with  the
other   party  and  such  intermediary  in  a  manner  reasonably
necessary or desirable to effect such exchange; provided however.
(a)  no  party shall be required to acquire title to any property
other  than  the Property (b) neither Purchaser nor Seller  shall
incur  any  additional liability or expense as a result  of  such
exchange (c) such tax deferred exchange shall not result  in  any
delay  of  Closing and (d) the party requesting  a  tax  deferred
exchange hereby indemnifies and holds harmless the other from any
loss,  cost,  damage or expense (including reasonable  attorney's
fees) relating to such tax deferred exchange.

                (j)   Lease.  Seller and Purchaser recognize  and
agree  that  this  Agreement  is  part  of  a  sale  lease   back
transaction  in which Seller is "leasing back" a portion  of  the
Property  being sold to Purchaser hereunder.  This  Agreement  is
expressly  contingent on Seller and Purchaser executing  a  lease
substantially  in  the form attached hereto  as  Exhibit  C  (the
"Lease")  prior to the expiration of the Inspection  Period.   In
the  event  Seller and Purchaser have not agreed upon  the  final
form  and  terms of the Lease and executed it by the end  of  the
Inspection  Period,  either party, at  any  time  prior  to  both
parties' subsequent agreement to the form and terms and execution
of  the  Lease, may terminate this Agreement by giving the  other
party written notice thereof.

               (k)  GE Early Termination Fee.  Notwithstanding
any provision in this Agreement to the contrary, in addition to
the costs and fees which are the responsibility of Purchaser
pursuant to Section 5 (d), Purchaser shall also be responsible
for paying, at Closing, any prepayment fees and early termination
fees up to Fifty Thousand and No/100 Dollars ($50,000.00)
required in connection with the release of the first lien
mortgage on the Property held by General Electric Capital
Business Asset Funding Corporation.

               (l)  Business Day.  As used herein the term
"business day" shall mean any day other than a Saturday, Sunday
or any day on which commercial banks in Norman, Oklahoma, are
required or permitted by law to be closed

                (m)  Costs and Attorneys Fees.  Should either the
Purchaser  or  the  Seller  employ an attorney  or  attorneys  to
enforce any of the terms and conditions hereof, or to protect any
right,  title,  or  interest created  or  evidenced  hereby,  the
nonprevailing party in any action pursued in courts of  competent
jurisdiction  shall  pay to the prevailing party  all  reasonable
costs,  damages, and expenses, including attorneys fees, expended
or incurred by the prevailing party.

          IN WITNESS WHEREOF, the parties have executed and
delivered this Agreement under seal as of the date and year first
above written.


                                SELLER:

                               Harold's Stores, Inc.


                              By:
                                  Name:
                                  Its: Vice President


                              Corner Properties, Inc.


                              By:
                              ___________________________________
                              __
                                  Name:
                              _________________________________
                                  Its: Vice President

                              Date Executed:



                                PURCHASER:

                              H.D. Investments, L.L.C.


                              By:
                                  Name:
                              ________________________________
                                  Its: Manager


                              Date Executed:





The undersigned hereby executes the Agreement solely for the
purpose of evidencing consent to act as Escrow Agent hereunder
and to acknowledge receipt of the Earnest Money:

ESCROW AGENT/TITLE COMPANY
Cleveland County Abstract


By:
    Name:
    Title: Vice President

Date: _______________________________

                            EXHIBIT A


Lots  49-51  Block  2  of Larsh's University  Addition,  City  of
Norman, Cleveland County, Oklahoma (765 Asp Avenue)


Lots 35-39 and Part of Lot 40, Block 2, of Larsh's University
Addition, City of Norman,
Cleveland County, Oklahoma (770 DeBarr Avenue)




                            EXHIBIT B
                      PERMITTED EXCEPTIONS

1.     Taxes,  dues  and  assessments  for  the  year  2005,  and
subsequent years, not yet due and  payable.

[Create list of exceptions based upon exceptions to coverage
     contained in the existing title policy.]