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                                                                   Exhibit 10.13

                             EARNEST MONEY CONTRACT
                    (1111 GILLINGHAM LANE, SUGAR LAND, TEXAS)

THIS EARNEST MONEY CONTRACT ("CONTRACT") is entered into by and between SUNTRON
GCO, LP, a Texas limited partnership ("SELLER"), and GSL INDUSTRIAL PARTNERS,
L.P., a Texas limited partnership, and/or its assigns ("BUYER"), on the terms
set forth below.

1.   PURCHASE AND SALE. For the Sales Price as defined below and subject to the
     terms and conditions of this Contract, Seller agrees to sell and convey to
     Buyer, and Buyer agrees to buy from Seller, the "Property," as hereinafter
     described.

2.   PROPERTY. The "PROPERTY" consists of approximately 36 acres of real
     property located in Sugar Land, Fort Bend County, Texas, including thereon
     an industrial building (with office space) of approximately 487,550 square
     feet in size, plus an additional approximately 7.5 acres of undeveloped
     real property, all located at 1111 Gillingham Lane, Sugar Land, Texas
     77478, and as such real property is more particularly described on EXHIBIT
     "A" attached hereto and made a part hereof for all purposes, together with
     the other property and rights described on ADDENDUM I attached hereto. The
     metes and bounds description determined by the survey of the Property under
     Section 7 hereof will replace EXHIBIT "A" describing the perimeter
     boundaries of the Property if the survey differs from EXHIBIT "A".

3.   LEASE. The closing of the sale and purchase hereunder (the "CLOSING") shall
     be conditioned upon the execution by Seller, as the "Tenant," and Buyer, as
     the "Landlord," of the Industrial Triple Net Lease attached hereto as
     EXHIBIT "C" (collectively, the "LEASE"), the term of which Lease shall
     commence on the date of Closing, and (ii) an "EXISTING MORTGAGEE SNDA
     AGREEMENT" (herein so called) in favor of Buyer's lender which complies
     with the requirements of Paragraph 20 of the Lease for any SNDA Agreement
     as described therein (which Existing Mortgagee SNDA Agreement will be
     attached to the Lease as the Exhibit "F" called for therein).

4.   SALES PRICE. The Buyer will pay the Seller the amount of NINETEEN MILLION
     THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($19,300,000) ("SALES PRICE") in
     cash at Closing, subject to adjustment as may be set forth herein.

5.   EARNEST MONEY AND INDEPENDENT CONSIDERATION. Within three (3) business days
     after the full execution of this Contract by both Seller and Buyer, Buyer
     shall deposit FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000) as
     "EARNEST MONEY" with the "Title Company," as hereinafter defined ("ESCROW
     AGENT"). The Earnest Money will be deposited in a federally insured, market
     rate, interest-bearing account chosen by Escrow Agent. At Closing, the
     Earnest Money and any interest earned thereon will be applied to the Sales
     Price. Notwithstanding any provision of this Contract to the contrary, a
     portion of the Earnest Money in the amount of ONE HUNDRED AND NO/100
     DOLLARS ($100.00) shall be non-refundable and shall be distributed to
     Seller at the Closing or other termination of this Contract (other than a
     termination resulting from Seller's breach of


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     this Contract), as full payment and independent contract consideration for
     Seller's performance under this Contract.

6.   TITLE POLICY. Seller will furnish to Buyer, at Seller's expense, an Owner
     Policy of Title Insurance (the "TITLE POLICY") issued by Chicago Title
     Insurance Company, 5858 Westheimer, Suite 301, Houston, Texas 77057 (the
     "TITLE COMPANY"), in the amount of the Sales Price, dated at or after
     Closing, insuring Buyer against loss under the provisions of the Title
     Policy, subject only to those title exceptions permitted by this Contract,
     or as may be approved by Buyer in writing, and the standard printed
     exceptions contained in the promulgated form of the Title Policy; provided
     however that: (a) the exception as to area and boundaries will be deleted
     except for any shortages in the area at the expense of Buyer; (b) the
     exception as to restrictive covenants will be endorsed "None of Record"
     except to the extent that any restrictive covenants are permitted by this
     Contract or may be approved by Buyer in writing; and (c) Buyer, and not
     Seller, shall be responsible for the costs of any other endorsements to the
     Title Policy required by Buyer or any third-party lender of Buyer. Within
     ten (10) days after the Effective Date, Seller will furnish Buyer a
     commitment for Title Insurance (the "COMMITMENT"), including legible (or
     best available) copies of all recorded documents evidencing title
     exceptions. Seller authorizes the Title Company to deliver the Commitment
     and related documents to Buyer at Buyer's address. Buyer will have the
     rights in connection with the review of the Commitment as described on
     ADDENDUM II attached hereto.

7.   SURVEY. Within twenty (20) days following the Effective Date, Seller shall,
     at Seller's cost, have prepared by a Texas registered land surveyor, and
     deliver to Buyer, three (3) originals of a current ALTA, Category 1A,
     Condition II, as-built survey of the Property ("SURVEY") and metes and
     bounds field note description thereof, properly certified to Seller, Buyer,
     the Title Company and Buyer's lender, if any, and in form sufficient to
     permit deletion of the "survey exception" from the Title Policy and as
     further described on ADDENDUM II hereof. Buyer will have the rights in
     connection with the review of the Survey as described on ADDENDUM II
     attached hereto.

8.   INSPECTIONS, FEASIBILITY STUDIES AND FINANCING. Buyer shall have a period
     from the Effective Date until the later to occur of (a) sixty (60) days
     following the Effective Date, or (b) twenty (20) business days following
     Seller's receipt of written notice from Seller certifying that Seller has
     obtained the consent to sell the Property from Seller's Lender (as such
     term is hereinafter defined), in which to conduct Buyer's review of the
     Property (such period being hereinafter referred to as the "INSPECTION
     PERIOD"). Buyer may complete or cause to be completed inspections,
     investigations and testing of the Property (including all improvements and
     fixtures) (hereinafter referred to collectively as the "INSPECTIONS") by
     representatives of Buyer's choice. Inspections may include, but are not
     limited to, those items described in paragraph 1 of ADDENDUM III attached
     hereto. Seller will permit Buyer and Buyer's representatives' access to the
     Property during normal business hours or such other times as Seller may
     approve for the purpose of conducting Inspections. Seller shall have the
     right and opportunity to have a representative present during all Buyer
     Inspections. Such Inspections shall be timed and conducted so as to
     minimize any impact on Seller's operations at the Property. Buyer may (but
     shall not be obligated to) terminate this Contract by written notice
     thereof (the "INSPECTION NOTICE")


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     to Seller at any time on or before the expiration of the Inspection Period,
     if, in Buyer's sole and absolute discretion, Buyer decides not to
     consummate the purchase of the Property contemplated hereby. In such event,
     then this Contract will be deemed to have terminated as of the date of such
     notice. If, in Buyer's sole and absolute discretion, Buyer determines that
     Buyer desires to consummate the purchase of the Property contemplated
     hereby, then Buyer will give written notice thereof (the "CLOSING NOTICE"),
     to Seller on or before the expiration of the Inspection Period. In the
     event that Buyer timely gives Seller the Closing Notice, Buyer will be
     deemed to have waived any objection with respect to the inspections,
     studies and assessments under this Section 8, and this Contract will
     proceed to Closing, subject to all other terms of this Contract. If Buyer
     does not give Seller the Closing Notice on or before the expiration of the
     Inspection Period and has not previously terminated this Contract by
     written notice to Seller, then this Contract will be deemed to have
     terminated as of the expiration of the Inspection Period. In either of such
     events terminating the Contract, within three (3) business days following
     written request from Buyer to the Escrow Agent without joinder by Seller,
     the Escrow Agent shall return the Earnest Money and all interest earned
     thereon to Buyer, less the $100 independent contract consideration
     described in Section 5 to be delivered to Seller. Buyer's right to
     undertake the Inspections shall be subject to the following terms and
     conditions:

     (a)  The Inspections shall be conducted by Buyer and Buyer's
          representatives at Buyer's sole cost and expense.

     (b)  Buyer shall promptly repair any damage to the Property resulting from
          the actions of Buyer or Buyer's representatives in connection with the
          Inspections.

     (c)  Buyer and Buyer's representatives shall (1) comply with all laws
          applicable to the Inspections and all other activities undertaken by
          Buyer and Buyer's representatives in connection therewith; and (2)
          take all actions and implement all protections reasonably necessary to
          ensure that all actions taken by Buyer or Buyer's representatives in
          connection with the Inspections, and the equipment, materials and
          substances generated, used or brought onto the Property pose no threat
          to the safety or health of persons or the environment, and cause no
          damage to the Property.

     (d)  Buyer shall keep the Property free of any lien or encumbrance arising
          as a result of the actions of Buyer or Buyer's representatives in
          connection with the Inspections, including, without limitation, liens
          for services, labor or materials furnished in connection with the
          Inspection, and to cause any such liens or encumbrances to be
          immediately removed of record.

     (e)  Buyer shall indemnify Seller and hold Seller harmless from and against
          any and all claims, demands, causes of action, losses, damages,
          liabilities, costs and expenses (including, without limitation,
          reasonable and actual attorneys' fees and disbursements), suffered or
          incurred by Seller and caused by or resulting in any manner from (1)
          Buyer's and/or Buyer's representatives' entry upon the Property, (2)
          the Inspections or other due diligence activities conducted with
          respect to the


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          Property by Buyer or Buyer's representatives, (3) any liens or
          encumbrances filed or recorded against the Property as a consequence
          of the Inspection or any and all other activities undertaken by Buyer
          or Buyer's representatives, and/or (4) any and all other activities
          undertaken by Buyer or Buyer's representatives with respect to the
          Property.

     (f)  Buyer acknowledges that all Inspections are subject to the
          confidentiality requirements of Section 24 of this Contract, and Buyer
          shall so notify all consultants providing Inspection services to
          Buyer.

     The provisions of this Section shall survive the Closing or the earlier
     termination of this Contract.

9.   COMMISSION. If, as and when the Closing occurs, Seller shall pay a real
     estate commission to Staubach Company ("SELLER'S BROKER"), pursuant to a
     separate agreement between Seller and Seller's Broker. If, as and when the
     Closing occurs, Seller shall pay a real estate commission equal to 1.5% of
     the Sales Price to River Oaks Financial Group, Inc. ("BUYER'S BROKER").
     Seller hereby agrees to defend, indemnify, and hold harmless Buyer, and
     Buyer hereby agrees to defend, indemnify and hold harmless Seller, from and
     against any claim by any other third parties for brokerage, commission,
     finder's, intermediary's or other fees relative to this Contract or the
     sale of the Property, and any court costs, attorney's fees or other costs
     or expenses arising therefrom, and alleged to be due by authorization of
     the indemnifying party, except that Buyer does not indemnify Seller from
     claims by Seller's Broker and Seller does not indemnify Buyer from claims
     by Buyer's Broker in excess of the amount of the commission to be paid by
     Seller to Buyer's Broker in accordance with the provisions of this Section
     9. The obligations of the parties under this Section shall survive the
     Closing or the earlier termination of this Contract.

10.  CLOSING.

     (a)  The Closing will be on or before the later to occur of (i) the date
          that is ten (10) days following the expiration of the Inspection
          Period, or (ii) within seven (7) days after objections to title or
          survey have been cured as provided in ADDENDUM II attached hereto (the
          "CLOSING DATE"). If the Closing fails to occur by the Closing Date, as
          extended pursuant to the terms of this Contract, as a result of a
          default by either party, the non-defaulting party will be entitled to
          exercise the remedies contained in Section 15. Seller must convey
          title to the Property to Buyer at Closing:

          (1)  With no liens, assessments, or Uniform Commercial Code or other
               security interests against the Property which will not be
               satisfied out of the Sales Price; and

          (2)  With no persons in possession of any part of the Property as
               lessees, tenants at sufferance, or trespassers, except Seller as
               the "Tenant" under the Lease.


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     (b)  At Closing, Seller and Buyer will each furnish, at their own expense,
          the items described on ADDENDUM IV attached hereto.

     (c)  Buyer acknowledges that Seller's obligation to convey the Property to
          Buyer is expressly conditioned on Seller's obtaining the consent to
          such sale from the lender currently holding a deed of trust lien on
          the Property (the "SELLER'S LENDER"). Seller agrees to use good faith
          efforts to obtain the consent of the Seller's Lender no later than
          February 15, 2006 (the "CONSENT DATE"). If Seller is not able to
          obtain the consent of the Seller's Lender on or prior to the Consent
          Date, Buyer may grant Seller additional time in which to obtain such
          consent or Buyer may terminate this Contract and receive the return of
          the Earnest Money. Buyer agrees that so long as Seller uses good faith
          efforts to obtain the consent of the Seller's Lender, Seller shall not
          be in default under this Contract if Seller is unable to obtain such
          consent on or prior to the Consent Date.

          If Seller is unable to obtain such consent on or prior to the Consent
          Date (or such later date as may be approved by Buyer in writing), then
          (i) either party shall have the right at any time thereafter to
          terminate this Contract by giving written notice of intent to
          terminate to the other party and the Title Company (an "INTENT TO
          TERMINATE"), and (ii) Seller shall be obligated to reimburse Buyer for
          Buyer's out-of-pocket third party expenses (including, without
          limitation, attorneys' fees and finance commitment fees) incurred by
          Buyer in connection with the proposed acquisition of the Property
          (collectively, the "BUYER REIMBURSABLE EXPENSES"). To secure Seller's
          performance of its obligation to reimburse Buyer for the Buyer
          Reimbursable Expenses, Seller shall, within three (3) business days
          after the Effective Date of this Contract, deposit with the Title
          Company the sum of $250,000 (the "SELLER REIMBURSEMENT DEPOSIT"), to
          be held and disbursed by the Title Company in accordance with the
          provisions of this paragraph. If, on or prior to the Consent Date,
          Seller delivers evidence of the consent of Seller's Lender in
          accordance with the immediately preceding paragraph, then the Title
          Company shall, promptly after delivery of such evidence, release all
          of the Seller Reimbursement Deposit to Seller, free and clear of all
          rights and claims of Buyer with respect thereto.

          Upon either party's receipt of an Intent to Terminate, the Earnest
          Money shall be promptly refunded to Buyer, free and clear of all
          rights and claims of Seller with respect thereto. Further, within two
          (2) business after either party's receipt of an Intent to Terminate,
          Buyer shall provide Seller with a schedule of Buyer Reimbursable
          Expenses, indicating those expenses that have already been paid and
          those expenses incurred but remaining to be paid, together with
          invoices evidencing such expenses. Seller shall have a period of three
          (3) business days after receipt of Buyer's schedule of Buyer
          Reimbursable Expenses in which to review and approved such expenses,
          which approval shall not be unreasonably withheld. Upon approval of
          the Buyer Reimbursable Expenses, the Title Company shall be authorized
          (i) to reimburse Buyer in an amount equal to the Buyer Reimbursable
          Expenses already paid by Buyer, and (ii) to pay directly to the
          applicable third party the Buyer Reimbursable Expenses incurred but


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          remaining to be paid. Upon payment in full of the Buyer Reimbursable
          Expenses, the balance of the Seller Reimbursement Deposit shall be
          refunded to Seller, free and clear of all rights and claims of Seller
          with respect thereto, this Contract shall terminate and neither Buyer
          nor Seller shall have any further rights or obligations hereunder
          (except for matters expressly stated in this Contract to survive
          termination); provided, however, that Seller agrees that, for a period
          of twelve (12) months after the effective date of any termination of
          this Contract pursuant to the provisions of this Section 10(c), Seller
          shall, prior to entering into any contract, agreement or other
          arrangement to sell, transfer or convey all or any portion of the
          Property to any other person or entity, offer to sell the Property to
          Buyer on the same terms and conditions as set forth in this Contract,
          and Buyer shall have a period of ten (10) days after receipt of such
          offer in which to accept such offer by giving written notice of
          acceptance to the Seller. If Buyer accepts the offer to purchase the
          Property in accordance with the terms of the immediately preceding
          sentence, then, at the Closing of the sale of the Property by Seller
          to Buyer, Buyer shall reimburse Seller in an amount equal to all Buyer
          Reimbursable Expenses paid out of the Seller Reimbursement Deposit.

11.  POSSESSION. At Closing, Seller will deliver possession of the Property to
     Buyer, subject to Seller's rights as "Tenant" under the Lease, in its
     present or required repair condition, ordinary wear and tear excepted. Any
     possession by Buyer prior to Closing or Seller after Closing that is not
     authorized by the Lease or another separate written lease agreement will
     establish a landlord-tenant at sufferance relationship between the parties.

12.  CLOSING AND SALES EXPENSES. Closing and sales expenses are to be paid in
     cash at or prior to Closing:

     (a)  Seller's Expenses: Releases of existing liens, including prepayment
          penalties and recording fees; release of Seller's loan liability; tax
          statements or certificates; attorney fees and other expenses related
          to any roll-back tax assessed against the Property solely as a result
          of the conveyance of the Property by Seller to Buyer; preparation of
          deed, bill of sale, and assignment of leases; one-half (1/2) of escrow
          fee; Seller's attorney's fees; other expenses stipulated to be paid by
          Seller under other provisions of this Contract, and all other expenses
          that it incurs in connection with performing its obligations under
          this Contract that are not provided to be paid by Buyer under
          paragraph (b), below.

     (b)  Buyer's Expenses: All loan fees or expenses (e.g., fees for
          application, origination, discount, appraisal, assumption, recording,
          tax service, mortgagee title policies, credit reports, document
          preparation and the like); fees for copies and delivery of title
          commitment and related documents; required premiums for flood and
          hazard insurance; interest on all periodic installment payment notes
          from date of disbursements to one payment period prior to dates of
          first monthly payments; one-half (1/2) of escrow fee; costs of any
          Inspections; and Buyer's attorney's fees, other expenses stipulated to
          be paid by Buyer under other provisions of this Contract, and all
          other expenses that it incurs in connection with


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          performing its obligations under this Contract that are not provided
          to be paid by Seller under paragraph (a), above.

13.  PRORATIONS. The following will be prorated at Closing through the Closing
     Date: (i) current taxes on the Property, (ii) any rents relating to the
     Property, and (iii) utility bills and charges for water, telephone,
     electricity, gas and similar charges relating to the Property along with
     any other expenses attributable to the Property. If the amount of the ad
     valorem taxes for the year in which the sale is closed is not available on
     the Closing Date, proration of taxes will be made on the basis of taxes
     assessed in the previous year, with a subsequent cash adjustment of such
     proration to be made between Seller and Buyer, if necessary, when actual
     tax figures are available. If the Property is part of a larger tract of
     land for ad valorem tax purposes, then the proration shall be made based
     upon the per square foot assessment (calculated separately for each of the
     land and the improvements) of the larger tract of which the Property is a
     part. If Buyer is assuming payment of or taking subject to any existing
     loan on the Property, all reserve deposits for the payment of taxes,
     insurance premiums, and other charges, will be transferred to Buyer by
     Seller and Buyer will pay to Seller the amount of such reserved deposits at
     Closing.

14.  CASUALTY LOSS AND CONDEMNATION.

     (a) If, prior to Closing, more than 25% of the floor area of the building
     located on the Property is destroyed or damaged, or more than 10% of the
     land area of the Property (such percentages being referred to hereinafter
     as a "material part") becomes subject to condemnation or eminent domain
     proceedings, then Seller shall promptly notify Buyer thereof (a "SELLER'S
     NOTICE"). If, within five business days after Buyer's receipt of a Seller's
     Notice, Seller receives written notice from Buyer of Buyer's termination of
     this Contract, then Buyer shall be deemed to have terminated this Contract.
     If, within five business days after Seller's delivery of a Seller's Notice,
     Seller does not receive written notice from Buyer of Buyer's termination of
     this Contract, Buyer shall have waived its right to terminate this Contract
     under this Section 14, and the parties shall proceed to Closing, in which
     event Buyer shall be entitled to all insurance proceeds or condemnation
     awards payable as a result of such damage or taking and, to the extent the
     same may be necessary or appropriate, Seller shall assign to Buyer at
     Closing Seller's rights to such proceeds or awards and at Closing Buyer
     shall receive a credit for the amount of any deductible payable under any
     applicable insurance policy.

     (b) If, before Closing, less than a material part of the Property is
     destroyed or damaged, or becomes subject to condemnation or eminent domain
     proceedings, then Seller shall notify Buyer thereof, Buyer shall have no
     right to terminate this Contract, and the parties shall proceed with the
     Closing, but Buyer shall be entitled to all insurance proceeds or
     condemnation awards payable as a result of such damage or taking and, to
     the extent the same may be necessary or appropriate, Seller shall assign to
     Buyer at Closing Seller's rights to such proceeds or awards and at Closing
     Buyer shall receive a credit for the amount of any deductible payable under
     any applicable insurance policy.

15.  DEFAULT. If Buyer fails to comply with this Contract and such failure shall
     not be cured within five (5) business days following written notice thereof
     from Seller to Buyer, Buyer


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     will be in default and, in such event, Seller as its SOLE and EXCLUSIVE
     remedy (whether at law or equity) may terminate this Contract and Escrow
     Agent shall immediately pay to Seller the Earnest Money and any interest
     earned thereon as liquidated damages, thereby releasing the parties from
     any further obligations under this Contract except those which by their
     terms survive the Closing or the prior termination of this Contract, it
     being agreed that the actual damages suffered by Seller shall be extremely
     difficult or impossible to ascertain and that after negotiation, the
     parties have agreed that, considering all the circumstances existing on the
     date of this Contract, the amount of the Earnest Money is a reasonable
     estimate of the damages that Seller would receive in the event of Buyer's
     default hereunder. If Seller is unable without fault to make any
     non-casualty repairs agreed to be made by Seller hereunder or deliver the
     Commitment within the time allowed, Buyer as its SOLE and EXCLUSIVE remedy
     (whether at law or equity) may either (a) terminate this Contract and
     receive the Earnest Money and any interest earned thereon, thereby
     releasing the parties from any further obligations under this Contract
     except those which by their terms survive the Closing or the prior
     termination of this Contract, or (b) extend the time for performance by
     Seller up to fifteen (15) days and the Closing Date will be extended as
     necessary. If Seller fails to comply with this Contract for any other
     reason and such failure shall not be cured within five (5) business days
     following written notice thereof from Buyer to Seller, or if Seller has
     breached any representation or warranty in this Contract, Seller will be in
     default and, in such event, Buyer as its SOLE and EXCLUSIVE remedy (whether
     at law or equity) may either (i) terminate this Contract and receive the
     Earnest Money and any interest earned thereon, thereby releasing the
     parties from any further obligations under this Contract except those which
     by their terms survive the Closing or the prior termination of this
     Contract, (ii) enforce specific performance of the terms and conditions of
     this Contract, or (iii) if the default by Seller is a breach of a warranty
     or representation hereunder, seek any and all other relief as may be
     provided by law and/or in equity; provided, however, Buyer acknowledges and
     agrees that Seller's liability under this subsection (iv) for a breach of
     representation or warranty regarding the physical condition of the Property
     (as set forth in items 2 (a) 1, 3, 4, 5 & 6 of Addendum V) shall be limited
     to a maximum of $500,000, in total, for all such claims. Seller and Buyer
     each hereby waives any and all rights, in equity or at law, other than
     those enumerated above, which it may otherwise have against the other in
     connection with any default hereunder. This provision of this Section shall
     survive the Closing or any earlier termination of this Contract, subject,
     however, to the limitations set forth in Section 8 of Addendum V hereto.

16.  ATTORNEYS' FEES. If Buyer or Seller is a prevailing party in any legal
     proceeding brought under or with relation to this Contract or this
     transaction, such party will be entitled to recover from the non-prevailing
     parties all costs of such proceedings and reasonable attorneys' fees. The
     provisions of this Section will survive Closing.

17.  WARRANTIES, REPRESENTATIONS, COVENANTS AND CONDITIONS. Seller and Buyer
     agree to the warranties, representations, covenants and conditions as set
     forth on ADDENDUM V attached hereto.


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18.  NOTICES. All notices will be in writing and effective when hand-delivered,
     mailed by certified mail return receipt requested, or sent by facsimile
     transmission to:

     If to Buyer:

     GSL Industrial Partners, L.P.
     5858 Westheimer, Suite 800
     Houston, Texas 77057
     Attn: Welcome W. Wilson, Sr.
     Telephone: (713) 788-0303
     Telecopy: (713) 952-7733

     If to Seller:

     Suntron GCO, LP
     2401 West Grandview Road
     Phoenix, AZ 85023
     Attn: Hargopal (Paul) Singh
     President and CEO
     T: 602.282.5066
     F: 602.282.5600
     Email: paul.singh@suntroncorp.com

     And to:

     Suntron GCO, LP
     1111 Gillingham Lane
     Sugar Land, TX 77478
     Attn.: Alan Mills
     Telephone: (832) 754-3200
     Facsimile: 281-243-5509
     Email: Alan.Mills@suntroncorp.com

     With a copy to:

     Boyar & Miller, P.C.
     4265 San Felipe, Suite 1200
     Houston, Texas 77027
     Attn: Timothy J. Heinrich, Esq.
     Telephone: (713) 850-7766
     Telecopy: (713) 552-1758

     With a copy to:

     Greenberg Traurig, LLP
     13155 Noel Road
     Dallas, TX 75240
     Attn: Pamela Stein, Esq.
     Telephone: 972-419-1307
     Facsimile: 972-628-4612
     E-mail: steinp@gtlaw.com

19.  AGREEMENT OF THE PARTIES.

     (a)  This Contract will be binding on the parties, their heirs, executors,
          representatives, successors and assigns.

     (b)  This Contract will be construed under and in accordance with laws of
          the State of Texas.

     (c)  This Contract contains the entire agreement of the parties and cannot
          be changed except by written agreement.

     (d)  If this Contract is executed in a number of identical counterparts,
          each counterpart is deemed an original and all counterparts will,
          collectively, constitute one agreement.


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     (e)  So long as the proposed assignee has a net worth at least equal to
          that of Buyer, Buyer may assign this Contract (i) to any Affiliate of
          Buyer without the prior consent of Seller and (ii) to any other person
          or entity only upon Seller's written approval, not to be unreasonably
          withheld. As used in this Contract, the term "Affiliate" shall mean
          any person or entity controlled by, controlling or under common
          control with Buyer. If Buyer assigns this Contract, Buyer will be
          relieved of any future liability under this Contract only if the
          assignee complies with the requirements of this paragraph 19 (e) and
          assumes in writing all obligations and liability of Buyer under this
          Contract, and any other assignment shall be void and of no effect. In
          addition, Buyer may assign this Contract to an Affiliate having a net
          worth less than that of Buyer so long as Buyer remains fully liable
          until Closing for performance of all obligations of Buyer under this
          Contract should such assignee be unable to perform any of such
          obligations before Closing.

     (f)  Attachments that are part of this Contract are EXHIBIT "A", EXHIBIT
          "B", EXHIBIT "C", EXHIBIT "D", EXHIBIT "E", EXHIBIT "F", ADDENDUM I,
          ADDENDUM A-1, ADDENDUM II, ADDENDUM III, ADDENDUM IV, ADDENDUM V and
          ADDENDUM VI.

20.  TIME. Time is of the essence in this Contract. Strict compliance with the
     times for performance stated in this Contract is required. Notwithstanding
     the foregoing, if the date for performance of any obligation or the giving
     of any notice falls on a Saturday, Sunday or legal holiday, then the
     performance of such obligations or the giving of such notice on the next
     following day that is not a Saturday, Sunday or legal holiday shall be
     deemed timely performance or timely giving of such notice. For purposes
     hereof, "legal holiday" means any holiday on which banks or post offices
     are generally closed for business in the county where the Property is
     located or the county where the notice address for either party is located.

21.  CONSTRUCTION. This Contract (including attachments thereto) is a negotiated
     agreement and any documents delivered pursuant hereto will be construed
     without regard to the identity of the persons who drafted the various
     provisions thereof. Every provision of this Contract and such other
     documents shall be construed as though all parties participated equally in
     the drafting thereof. Any legal rule of construction that a document is to
     be construed against the drafting party shall not be applicable and is
     expressly waived.

22.  USE OF FACSIMILE MACHINE. For the purpose of negotiating and finalizing
     this Contract, any signed document transmitted by fax machine shall be
     treated in every respect as an original document. The signature of any
     party on such document transmitted by fax machine shall be considered for
     these purposes to be an original signature.

23.  EFFECTIVE DATE. The "EFFECTIVE DATE" of this Contract for the purpose of
     performance of all obligations shall be the date this fully-executed
     Contract is receipted for by the Escrow Agent.


                                       10

<PAGE>

24.  CONFIDENTIALITY. Except as hereinafter permitted, Seller and Buyer each
     expressly acknowledge and agree that prior to Closing, the transactions
     contemplated by this Contract and the terms, conditions, and negotiations
     concerning the same will be held in the strictest confidence by each of
     them and will not be disclosed by either of them except to their respective
     legal counsel, accountants, consultants, officers, partners, directors,
     shareholders, brokers, lenders and consultants, and except and only to the
     extent that such disclosure may be necessary for their respective
     performances hereunder. Except as expressly provided in this Contract,
     Buyer further acknowledges and agrees that, unless and until the Closing
     occurs, all information obtained by Buyer in connection with the Property
     will not be disclosed by Buyer to any third persons without the prior
     written consent of Seller. Nothing contained in this Section will preclude
     or limit either party to this Contract from issuing a press release or
     making other disclosures with respect to any information otherwise deemed
     confidential under this Section (a) in response to lawful process or
     subpoena or other valid or enforceable order of a court of competent
     jurisdiction, (b) required by law or (c) required by rule or regulation of
     the Securities and Exchange Commission or the New York Stock Exchange,
     including without limitation in any filings required by any governmental
     authorities. In determining whether a disclosure contemplated in the
     preceding sentence is required by law or by rule or regulation of the
     Securities and Exchange Commission or the New York Stock Exchange, the
     disclosing party is entitled to rely upon the written advice of counsel.
     The obligations of Buyer and Seller under this Section shall survive any
     termination of this Contract.

25.  CERTAIN REQUIRED NOTICES.

     (a)  Notice Regarding Possible Liability For Additional Taxes. If for the
          current ad valorem tax year the taxable value of the Property is
          determined by a special appraisal method that allows for appraisal of
          the Property at less than its market value, Buyer may not be allowed
          to qualify the Property for that special appraisal in a subsequent
          year and the Property may then be appraised at its full market value.
          In addition, the transfer of the Property or a subsequent change in
          the use of the Property may result in the imposition of an additional
          tax plus interest as a penalty for the transfer or the change in use
          of the Property. The taxable value of the Property and the applicable
          method of appraisal for the current tax year is public information and
          may be obtained from the tax appraisal district established for the
          county in which the Property is located. If Seller has claimed the
          benefit of laws permitting a special use valuation for the purpose of
          ad valorem taxes on the Property and if, after the Closing, Buyer
          changes the use of the Property from its present use and such change
          results in the assessment of additional taxes, then those additional
          taxes will be Buyer's obligation, notwithstanding that some or all of
          those additional taxes may relate back to the period prior to Closing.
          Buyer acknowledges that the Property has been subject to a ten year
          tax abatement and that such abatement expires in 2005.

     (b)  Notice Regarding Possible Annexation. If any portion of the Property
          is located outside the limits of a municipality, the Property may now
          or later be included in the extraterritorial jurisdiction of a
          municipality and may now or later be subject


                                       11

<PAGE>

          to annexation by the municipality. Each municipality maintains a map
          that depicts its boundaries and extraterritorial jurisdiction. To
          determine if any portion of the Property is located within a
          municipality's extraterritorial jurisdiction or is likely to be
          located within a municipality's extraterritorial jurisdiction, Buyer
          is advised to contact all municipalities located in the general
          proximity of the Property for further information.

     (c)  Notice Regarding Underground Storage Tank. The underground storage
          tank(s), if any, which are located on the Property are presumed to be
          regulated by the Texas Commission on Environmental Quality and may be
          subject to certain registration and construction notification
          requirements found in 30 Texas Administrative Code, Chapter 334.

     (d)  Texas Open Beaches Act Notice. The Property or a portion thereof is
          located in a county that borders the Gulf of Mexico. If the Property
          is in close proximity to beach fronting the Gulf of Mexico, Buyer is
          hereby advised that the public has acquired a right of use or easement
          to or over the area of any public beach by prescription, dedication,
          or presumption, or has retained a right by virtue of continuous right
          in the public since time immemorial, as recognized in law and custom.

          The extreme seaward boundary of natural vegetation that spreads
          continuously inland customarily marks the landward boundary of the
          public easement. If there is no clearly marked natural vegetation
          line, the landward boundary of the easement is as provided by Sections
          61.016 and 61.017, Natural Resources Code.

          Texas law prohibits any obstruction, barrier, restraint or
          interference with the use of the public easement, including the
          placement of structures seaward of the landward boundary of the
          easement. STRUCTURES ERECTED SEAWARD OF THE VEGETATION LINE (OR OTHER
          APPLICABLE EASEMENT BOUNDARY) OR THAT BECOME SEAWARD OF THE VEGETATION
          LINE AS A RESULT OF NATURAL PROCESSES ARE SUBJECT TO A LAWSUIT BY THE
          STATE OF TEXAS TO REMOVE THE STRUCTURES.

          Buyer is hereby notified that Buyer should seek the advice of an
          attorney or other qualified person before executing this Contract or
          instrument of conveyance as to the relevance of these statutes and
          facts to the value of the Property Buyer is hereby contracting to
          purchase.

     (e)  Texas Real Estate License Act Notice. The Texas Real Estate License
          Act requires written notice to Buyer that it should have an attorney
          examine an abstract of title to a Texas Property or obtain a title
          insurance policy. Notice to that effect is, therefore, hereby given to
          Buyer.

     (f)  NOTICE REGARDING "ROLLBACK" TAXES. IF FOR THE CURRENT AD VALOREM TAX
          YEAR THE TAXABLE VALUE OF THE VACANT LAND THAT IS THE SUBJECT OF THIS
          CONTRACT IS DETERMINED BY A SPECIAL APPRAISAL METHOD THAT ALLOWS FOR
          APPRAISAL OF THE


                                       12

<PAGE>

          LAND AT LESS THAN ITS MARKET VALUE, THE PERSON TO WHOM THE LAND IS
          TRANSFERRED MAY NOT BE ALLOWED TO QUALIFY THE LAND FOR THAT SPECIAL
          APPRAISAL IN A SUBSEQUENT TAX YEAR AND THE LAND MAY THEN BE APPRAISED
          AT ITS FULL MARKET VALUE. IN ADDITION, THE TRANSFER OF THE LAND OR A
          SUBSEQUENT CHANGE IN THE USE OF THE LAND MAY RESULT IN THE IMPOSITION
          OF AN ADDITIONAL TAX PLUS INTEREST AS A PENALTY FOR THE TRANSFER OR
          THE CHANGE IN THE USE OF THE LAND. THE TAXABLE VALUE OF THE LAND AND
          THE APPLICABLE METHOD OF APPRAISAL FOR THE CURRENT TAX YEAR IS PUBLIC
          INFORMATION AND MAY BE OBTAINED FROM THE TAX APPRAISAL DISTRICT
          ESTABLISHED FOR THE COUNTY IN WHICH THE LAND IS LOCATED.

     (g)  Municipal Utility District ("MUD") Notice. The Property is situated in
          utility or other statutorily created district providing water, sewer,
          drainage or flood control facilities and services. The Texas Water
          Code requires Seller to deliver and Buyer to sign and acknowledge, at
          the closing, the statutory notice in substantially the form attached
          hereto as ADDENDUM VI relating to the tax rate, bonded indebtedness or
          standby fee of the district prior to the final execution of this
          Contract. Such notice shall be recorded in the real property (deed)
          records of the county in which the Property is located.

     Buyer hereby acknowledges receipt of the foregoing notice at or before
execution of this Contract.

26.  REPURCHASE OPTION. Upon Closing, Buyer shall grant Seller the right and
     option (the "REPURCHASE OPTION"), to purchase that certain portion of the
     Property as depicted on EXHIBIT "E" attached hereto, of real property on
     the north side of the Property fronting Gillingham (the "OPTION PROPERTY"),
     for the lump sum of $100. In order to effectively exercise its Repurchase
     Option, Seller must, on or before the date that is nine (9) months after
     the Closing Date, (a) have, at Seller's sole cost and expense, take such
     action as may be required to plat the Option Property in accordance with
     all applicable legal requirements and in a manner reasonably acceptable to
     Buyer, and (b) have delivered to Buyer written notice of the exercise of
     the Repurchase Option (the "OPTION EXERCISE NOTICE"). Buyer agrees that
     Seller may commence such platting process prior to the Closing Date so long
     as Seller obtains Buyer's written consent with respect to all materials
     that are submitted to any to any municipal official or board for approval.
     The legal description of the Option Property set forth on the plat shall be
     deemed to replace the description of the Option Property as depicted on
     Exhibit E. The Closing of the Repurchase Option shall occur on the date
     that is thirty (30) days after the date of Buyer's receipt of the Option
     Exercise Notice. At the closing of the Repurchase Option, Buyer will pay
     the purchase price for the Option Property in full in cash and Buyer shall
     convey the Option Property to Seller free and clear of any liens, claims
     and encumbrances other than those existing as of the Closing Date and those
     set forth on the plat of the Option Property. Seller shall pay all costs
     related to the closing of the Repurchase Option.

27.  RIGHT OF FIRST OPPORTUNITY.

     (a) In the event Seller does not consummate the currently pending sale of
     that certain approximately 14.85 acre tract located adjacent to the
     Property and being more particularly


                                       13

<PAGE>

     described on EXHIBIT "F" attached hereto tract (the "ROFO PROPERTY"), but
     Seller thereafter desires to market the ROFO Property, Seller shall give
     Buyer the first right and option to purchase the ROFO Property. Seller
     shall initiate such option by delivering to Buyer a written summary of the
     price and other material terms and conditions on which the Seller intends
     to market the ROFO Property (the "ROFO NOTICE").

     (b) Buyer shall have the right to purchase the ROFO Property upon the terms
     set forth in the ROFO Notice. Buyer may exercise its right to acquire the
     ROFO Property by delivering written notice (an "ACCEPTANCE NOTICE") to
     Seller within fifteen (15) days after Buyer's receipt of the ROFO Notice
     (the "ACCEPTANCE DEADLINE"). If Seller receives an Acceptance Notice prior
     to the Acceptance Deadline, the closing of the sale of the ROFO Property
     from Seller to Buyer shall occur within forty-five (45) days after Seller's
     receipt of such Acceptance Notice.

     (c) If Seller fails to receive an Acceptance Notice prior to the Acceptance
     Deadline, then the Seller may proceed to market and convey the ROFO
     Property to any third party in substantial accordance with the terms
     described in the ROFO Notice. If Seller is unable to sell the ROFO Property
     to a third party on substantially the terms described in the ROFO Notice,
     and Seller remarkets the ROFO Property but decreases the purchase price by
     15% or more, then the ROFO Property shall automatically again become
     subject to Buyer's right of first opportunity as described above.

28.  DTPA WAIVER. BUYER HEREBY WAIVES ANY RIGHTS THAT IT MAY HAVE UNDER THE
     TEXAS DECEPTIVE TRADE PRACTICES AND CONSUMER PROTECTION ACT (SECTION 17.41
     ET SEQ. OF THE TEXAS BUSINESS AND COMMERCE CODE), A LAW THAT GIVES
     CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. BUYER WARRANTS AND REPRESENTS TO
     SELLER THAT BUYER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION,
     THAT IT IS REPRESENTED BY LEGAL COUNSEL OF ITS OWN SELECTION AND THAT BUYER
     HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE
     IT TO EVALUATE THE MERITS AND RISKS OF A TRANSACTION, AND THAT IT
     VOLUNTARILY CONSENTS TO THIS WAIVER AFTER CONSULTATION WITH AN ATTORNEY OF
     ITS OWN SELECTION.

                     [END OF PAGE - SIGNATURE PAGES FOLLOW]


                                       14

<PAGE>

     EXECUTED effective as of the Effective Date of this Contract.

SELLER:                                 BUYER:

SUNTRON GCO, LP,                        GSL INDUSTRIAL PARTNERS, L.P., a
Texas limited partnership               a Texas limited partnership

By: Rodnic LLC, a Texas limited         By: GSL Partners GP, LLC, a Texas
    liability company, its general          limited liability company, its
    partner                                 general partner


By: /s/ JAMES A. DORAN                      By: /s/ WELCOME W. WILSON, Sr.
    ---------------------------------       ------------------------------------
    James A. Doran,                         Welcome W. Wilson, Sr.,
    Chief Financial Officer                 Chairman and Chief
                                            Executive Officer

THREE FULLY-EXECUTED ORIGINALS OF CONTRACT RECEIVED THIS 27TH DAY
OF DECEMBER, 2005 (THE "EFFECTIVE DATE"):

CHICAGO TITLE INSURANCE COMPANY


By: /s/ PHYLLIS J. OCEAN
    ---------------------------------
Name: PHYLLIS J. OCEAN
      -------------------------------
Title: ESCROW OFFICER
       ------------------------------

EARNEST MONEY IN THE FORM OF BANK WIRE RECEIVED THIS 27TH
DAY OF DECEMBER, 2005:

CHICAGO TITLE INSURANCE COMPANY


By: /s/ PHYLLIS J. OCEAN
    ---------------------------------
Name: PHYLLIS J. OCEAN
      -------------------------------
Title: ESCROW OFFICER
       ------------------------------

SELLER REIMBURSEMENT DEPOSIT IN THE FORM OF BANK WIRE RECEIVED THIS
23RD DAY OF DECEMBER, 2005:

CHICAGO TITLE INSURANCE COMPANY


By: /s/ PHYLLIS J. OCEAN
    ---------------------------------
Name: PHYLLIS J. OCEAN
      -------------------------------
Title: ESCROW OFFICER
       ------------------------------


                                       15

<PAGE>

                                   ADDENDUM I

            OTHER PROPERTY AND RIGHTS INCLUDED IN THE TERM "PROPERTY"

The term "PROPERTY" shall include the following: (a) all buildings,
improvements, fixtures and all property of every kind and character and
description (personal or real) owned by Seller located on, attached to, or used
in connection with the Property described on EXHIBIT "A"; (b) all rights,
privileges and appurtenances pertaining thereto, including any right, title, and
interest of Seller in and to adjacent streets, alleys, and right-of-way; (c)
Seller's interest in and to all leases or rents and security deposits; (d)
Seller's interest in and to all licenses and permits with respect to the
Property described on EXHIBIT "A"; and (e) Seller's interest in all third party
warranties or guaranties, if transferable, relating to the Property described on
EXHIBIT "A" or to any tangible personal property and fixtures located on,
attached to, or used in connection with the Property described on EXHIBIT "A",
but expressly excluding from (d) and (e) above those licenses, permits,
warranties and guaranties, if any, that are to be used by Seller in connection
with Seller's on-going occupancy of the Property under the Lease and described
on ADDENDUM 1-A hereto. The personal property to be conveyed by Seller to Buyer
will include all tangible personal property and equipment which is either
located on or used in connection with the operation, repair or maintenance of
the Property described on EXHIBIT "A" including, but not limited to all: (i) gas
and electric fixtures, systems, conduit and wiring; (ii) engines, boilers,
elevators, escalators, incinerators, generators, motors, dynamos, battery rooms
and batteries; (iii) heating, ventilating and air-conditioning systems,
equipment, appurtenances; (iv) sinks, water closets, basins, pipes, faucets, and
other plumbing fixtures, equipment and facilities; (v) fire prevention and
extinguishing apparatus; (vi) central music and public address systems; (vii)
burglar alarms, security systems and other security or alarm systems, wiring and
equipment; (viii) built-in appliances and furniture, and other furnishings and
decor items that are permanently attached to the building; (ix) shades, awnings,
screens, blinds, drapes, curtains and other window coverings or treatments; (x)
wall to wall carpets and other permanent floor coverings; (xi) lawn care and
landscaping care and maintenance equipment and tools; and (xii) other equipment,
spare parts, tools, materials and supplies for the use, operation, maintenance
and/or repair of the Property described on EXHIBIT "A" or any of the personal
property described in this ADDENDUM I, or both. Notwithstanding the foregoing,
even though they may be nominally "attached" to the buildings, structures or
other improvements located on the Property, those items described on ADDENDUM
1-A hereto are not deemed part of the Property and may be retained by Seller.


                                     ADD 1-1

<PAGE>

                                  ADDENDUM 1-A

        LIST OF SELLER-RETAINED LICENSES, PERMITS, WARRANTIES, GUARANTIES
                         AND ATTACHED PERSONAL PROPERTY

     1.   All furniture, pictures, paintings, plants and other furnishings and
          decor.

     2.   All computer, networking and communication equipment, including
          telephone and voicemail systems.

     3.   All office equipment, including copiers, scanners, printers, document
          shredders and mail processing equipment.

     4.   All production/manufacturing equipment, including air compressors,
          compressed air dryers and tanks, process water chillers, cooling
          towers and filtration systems, and nitrogen tanks and delivery systems
          that are used in manufacturing, processing or similar capacities, but
          excluding any equipment forming a part of the basic building operating
          systems, including the HVAC system.

     5.   Leased security, access control and CCTV system.


                                    ADD I-A-1

<PAGE>

                                   ADDENDUM II

                              COMMITMENT AND SURVEY

1.   COMMITMENT. Buyer will have fifteen (15) days after receipt of the
     Commitment and legible or best available copies of all documents evidencing
     title exceptions required by this Contract to object in writing to matters
     disclosed in the Commitment other than the standard printed exceptions as
     described or limited in Section 6 of the Contract. Buyer's failure to
     object under this paragraph within the time allowed will constitute a
     waiver of Buyer's right to object, except that the requirements in Schedule
     C of the Commitment will not be deemed to have been waived. If objections
     hereunder are made by Buyer or any third party lender of Buyer within the
     time allowed, Seller shall notify Buyer within five (5) days of receipt of
     such objections as to whether Seller intends to cure such objections, in
     which event Seller shall have fifteen (15) days after the date of such
     notice to Buyer to cure such objections. If Seller has not notified Buyer
     within five (5) days of receipt of Buyer's objections under this paragraph
     of its intent to cure such objections or if Seller elects not to cure all
     of such objections, Buyer shall have only the right, by giving notice
     thereof to Seller within ten (10) days of the expiration of Seller's reply
     period or receipt of Seller's election not to cure Buyer's objections, (a)
     to terminate this Contract and receive the return of the Earnest Money and
     any interest earned thereon, thereby relieving the parties from any further
     obligations under this Contract except those which by their terms survive
     this Closing or the prior termination of this Contract, or (b) to waive
     such objections under this paragraph and proceed to Closing without any
     abatement or reduction of the Sales Price. In the event Buyer does not give
     such election notice within said ten (10) day period, Buyer shall be deemed
     to have elected option (b) above. Should Seller elect to cure Buyer's
     objections and fail to do so within the time allowed hereunder, Buyer may
     elect to extend the Closing Date as necessary to allow Seller to cure such
     objections, or to terminate this Contract, or to waive such objections and
     proceed to Closing under the provisions as stated herein.

2.   SURVEY. The Survey required or permitted by Section 7 of the Contract shall
     be made by a Texas Registered Professional Land Surveyor acceptable to the
     Title Company, Buyer and any lender of Buyer. The Survey shall: (i)
     identify the Property by metes and bounds or platted lot description; (ii)
     show that the Survey was made and staked on the ground with corners
     permanently marked; (iii) set forth the dimensions and total area of the
     Property; (iv) show the location of all improvements, highways, streets,
     roads, railroads, rivers, creeks, or other waterways, fences, easements,
     and rights of way on the Property with all easements and rights of way
     referenced to their recording information; (v) show any discrepancies or
     conflicts in boundaries, any visible encroachments, and any portion of the
     Property lying within the 100-year floodplain as shown on the current
     Federal Emergency Management Agency map; and (vi) contain the surveyor's
     certificate in the form attached hereto as EXHIBIT "B". Buyer may within
     fifteen (15) days after Buyer's receipt of the Survey (but in no event
     later than the expiration of the Inspection Period) object in writing to
     any matter relating to the Survey. Buyer's failure to object under this
     paragraph within the time allowed will constitute a waiver of Buyer's right
     to object to Survey matters. If objections hereunder are made by Buyer, or
     any third party lender of Buyer within the time allowed, such objections
     shall be dealt with in accordance with the


                                    ADD II-1

<PAGE>

     provisions of paragraph 1 above, and the Closing Date may be extended if
     necessary to provide for the time periods described in such paragraph.


                                    ADD II-2
<PAGE>

                                  ADDENDUM III

                       INSPECTIONS AND SELLER INFORMATION

3.   INSPECTIONS. Buyer's Inspections under Section 8 of the Contract may
     include, but are not limited to the following: (i) physical property
     inspections including, but not limited to, structural pest control,
     mechanical, structural, electrical, or plumbing inspections; (ii) economic
     feasibility studies; (iii) any type of environmental assessment or
     engineering study including the performance of tests such as soils tests,
     air sampling, or paint sampling; and (iv) compliance inspections to
     determine compliance with zoning ordinances, restrictions, building codes,
     and statutes (e.g., ADA, OSHA, and others).

4.   SELLER INFORMATION. Within ten (10) days after the Effective Date, Seller
     will deliver to Buyer the items described below to the extent that the
     items are in Seller's possession or are readily available to Seller
     (collectively, the "DUE DILIGENCE MATERIALS"):

     (a)  copies of all leases pertaining to the Property, including any
          modifications, supplements, or amendments to the leases;

     (b)  a current inventory of all tangible personal property and fixtures
          owned by Seller and located on, attached to, or used in connection
          with the Property;

     (c)  copies of all service, maintenance and management agreements relating
          to the ownership and operation of the Property other than instruments
          of record;

     (d)  an itemized list of major capital expenditures undertaken in the last
          two years, together with a schedule of capital improvements planned
          for the current year, and the progress of such improvements to date;

     (e)  copies of monthly income and expense statements for the Property for
          the years 2003, 2004, and the most recent year to date 2005;

     (f)  copies of all warranties and guaranties relating to the Property, or
          any part thereof, or to the tangible personal property and fixtures
          owned by Seller and located on, attached to, or used in connection
          with the Property;

     (g)  copies of easements, deed restrictions, side letters, and any other
          documents now encumbering the Property or that will encumber the
          Property in the future and that are not recorded in the public
          records;

     (h)  copies of all leasing or other commission agreements with respect to
          the Property that are being assumed by Buyer;

     (i)  a copy of the "as-built" plans and specifications of the Property;

     (j)  copies of the most recent property tax statements and value renditions
          regarding the Property for the years 2003, 2004, and if available, the
          statement of taxes to be paid in 2005;


                                    ADD III-1

<PAGE>

     (k)  copies of all governmental licenses, certificates, permits and
          approvals pertaining to the Property and satisfactory evidence of
          compliance with all zoning, subdivision, and other governmental
          requirements, conditions and agreements;

     (l)  copy of the current Certificate(s) of Occupancy for the Property; and

     (m)  copies of all previous title policies, surveys, site plans,
          appraisals, environmental assessments, studies, or analyses, and soil,
          engineering or wetlands reports, affecting the Property in Seller's
          possession.

     EXCEPT AS TO THE ITEMS DESCRIBED IN SUBPARAGRAPHS (a), (b), (c) AND (d)
ABOVE (WHICH SELLER WARRANTS WILL BE TRUE, ACCURATE AND COMPLETE), BUYER HEREBY
ACKNOWLEDGES THAT SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR
WARRANTY REGARDING THE TRUTH, ACCURACY OR COMPLETENESS OF THE FOREGOING ITEMS OR
THE SOURCES THEREOF. EXCEPT AS TO THE ITEMS DESCRIBED IN SUBPARAGRAPHS (a), (b),
(c) AND (d) ABOVE (WHICH SELLER WARRANTS WILL BE TRUE, ACCURATE AND COMPLETE),
SELLER HAS NOT UNDERTAKEN ANY INDEPENDENT INVESTIGATION AS TO THE TRUTH,
ACCURACY OR COMPLETENESS OF THE FOREGOING ITEMS AND IS PROVIDING THE FOREGOING
ITEMS SOLELY AS AN ACCOMMODATION TO BUYER.


                                    ADD III-2

<PAGE>

                                   ADDENDUM IV

                                  CLOSING ITEMS

1.   At Closing, Seller will deliver to Buyer, at Seller's expense, the items
     described below:

     (a)  tax statements showing no delinquent taxes on the Property;

     (b)  Special Warranty Deed conveying good and indefeasible title to the
          Property showing no additional exceptions to those permitted in
          Sections 6 and 7 of the Contract or in ADDENDUM II;

     (c)  a Bill of Sale with warranties of title conveying title, free and
          clear of all liens and security interests, to any personal property
          defined as part of the Property in ADDENDUM I and conveyed by this
          Contract;

     (d)  to the extent assignable, an assignment to Buyer of the following
          items as they relate to the Property or its operations: (i) licenses
          and permits, (ii) maintenance, management and other contracts, and
          (iii) warranties and guaranties.

     (e)  any notices, statements, certificates or other documents required by
          the Contract or law necessary to convey the Property, all of which
          must be completed and executed by Seller as necessary;

     (f)  a Reaffirmation Certificate as described in Paragraph 3 of ADDENDUM V
          to this Contract;

     (g)  evidence that the person executing this Contract and the Closing
          documents is authorized to bind Seller;

     (h)  a copy of the current Certificate(s) of Occupancy covering the
          improvements located on the Property;

     (i)  the Lease and Existing Mortgagee SNDA Agreement;

     (j)  an amount equal to the first month's rent under the Lease; and

     (k)  the notices required to be executed by Seller pursuant to Section 25
          of this Contract.

2.   At Closing, Buyer will deliver to Seller, at Buyer's expense, the items
     described below:

     (a)  the Purchase Price, subject to adjustment as may be set forth herein;

     (b)  evidence that the person executing this Contract and the Closing
          documents is authorized to bind Buyer;


                                    ADD IV-1

<PAGE>

     (c)  any notices, statements, certificates or other documents required by
          the Contract or law necessary to accept conveyance of the Property,
          all of which must be completed and executed by Buyer as necessary;

     (d)  the Lease and Existing Mortgagee SNDA Agreement; and

     (e)  the notices required to be executed by Buyer pursuant to Section 25 of
          this Contract.


                                    ADD IV-2

<PAGE>

                                   ADDENDUM V

              WARRANTIES, REPRESENTATIONS, COVENANTS AND CONDITIONS

1.   LIMITATIONS ON SELLER'S WARRANTIES AND REPRESENTATIONS. BUYER SPECIFICALLY
     ACKNOWLEDGES AND AGREES THAT (I) EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN
     ANY CLOSING DOCUMENT REQUIRED HEREBY, SELLER IS TRANSFERRING THE PROPERTY
     "AS IS, WHERE IS AND WITH ALL FAULTS" AND (II) EXCEPT FOR THE
     REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH HEREIN, OR IN
     ANY CLOSING DOCUMENT REQUIRED HEREBY, NEITHER SELLER NOR ANY OTHER PERSON
     IS MAKING, AND BUYER IS NOT RELYING ON, ANY REPRESENTATIONS OR WARRANTIES
     OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED,
     STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING ANY OF THE PROPERTY OR
     THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF
     ANY INFORMATION PROVIDED TO BUYER BY SELLER OR ANY OTHER PERSON OR
     OTHERWISE OBTAINED BY BUYER CONCERNING ANY OF THE PROPERTY OR THE
     TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY REPRESENTATIONS OR
     WARRANTIES RELATING TO: (A) THE QUALITY, NATURE, HABITABILITY,
     MERCHANTABILITY, USE, OPERATION, VALUE, MARKETABILITY, ADEQUACY OR PHYSICAL
     CONDITION OF ANY OF THE PROPERTY OR ANY ASPECT OR PORTION THEREOF,
     INCLUDING STRUCTURAL ELEMENTS OF ANY BUILDINGS OR IMPROVEMENTS, ACCESS,
     SEWAGE, WATER AND UTILITY SYSTEMS, FACILITIES AND APPLIANCES, SOILS,
     GEOLOGY, SURFACE WATER, GROUNDWATER OR ACCESS TO OR VALUE, VOLUME OR
     QUALITY OF TIMBER; (B) THE MAGNITUDE OR DIMENSIONS OF THE PROPERTY; (C) THE
     DEVELOPMENT OR INCOME POTENTIAL, OR RIGHTS OF OR RELATING TO, THE PROPERTY,
     OR THE FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY
     PARTICULAR PURPOSE; (D) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR
     THE EXISTENCE OF ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON THE USE OF THE
     PROPERTY; (E) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY
     APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS,
     CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL AUTHORITY OR OF ANY OTHER
     PERSON; OR (F) THE ABILITY OF BUYER TO OBTAIN ANY NECESSARY GOVERNMENTAL
     APPROVALS, LICENSES OR PERMITS FOR THE USE OR DEVELOPMENT OF THE PROPERTY.
     BUYER HEREBY FURTHER EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER HAS OR
     WILL HAVE, PRIOR TO THE END OF THE INSPECTION PERIOD, THOROUGHLY INSPECTED
     AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER
     TO ENABLE BUYER


                                     ADD V-1

<PAGE>

     TO EVALUATE THE PURCHASE OF THE PROPERTY AND THAT BUYER IS RELYING SOLELY
     UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PROPERTY BY BUYER.
     IN ADDITION, BUYER ACKNOWLEDGES AND AGREES THAT NO PROPERTY (REAL, PERSONAL
     OR OTHERWISE) OWNED BY ANY TENANT OR ANY OTHER PERSON IS INTENDED TO BE
     CONVEYED HEREUNDER UNLESS THAT PROPERTY IS DESCRIBED AND PURPORTED TO BE
     CONVEYED UNDER THIS AGREEMENT. THE TERMS AND CONDITIONS OF THIS PARAGRAPH
     WILL EXPRESSLY SURVIVE THE TERMINATION OF THIS CONTRACT OR THE CLOSING, AS
     THE CASE MAY BE, AND WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING
     DOCUMENTS AND ARE HEREBY DEEMED INCORPORATED INTO THE DEED CONVEYING THE
     PROPERTY AS FULLY AS IF SET FORTH AT LENGTH THEREIN. NOTWITHSTANDING
     ANYTHING IN THIS PARAGRAPH 1 TO THE CONTRARY, NOTHING HEREIN IS INTENDED,
     OR SHALL BE CONSTRUED, TO LIMIT SELLER'S LIABILITY OR OBLIGATION, OR
     BUYER'S RIGHTS OR REMEDIES, UNDER PARAGRAPH 5 OF THIS ADDENDUM V.

     NOTWITHSTANDING ANYTHING IN THIS PARAGRAPH 1 TO THE CONTRARY, NOTHING
     HEREIN IS INTENDED, OR SHALL BE CONSTRUED, TO LIMIT SELLER'S LIABILITY OR
     OBLIGATION, OR BUYER'S RIGHTS OR REMEDIES, UNDER PARAGRAPH 5 OF THIS
     ADDENDUM V.

2.   SELLER'S WARRANTIES AND REPRESENTATIONS. As used herein, the phrase "actual
     knowledge of Seller" or "Seller's knowledge" or similar phrases shall mean
     the actual knowledge of Alan Mills, without duty of inquiry and exclusive
     of any implied knowledge.

     (a)  Seller represents and warrants that Seller has not received written
          notice of and has no actual knowledge of any of the following, except
          as may be described otherwise in this Contract:

          (1)  any Material Physical Defect to the Property; provided that as
               used herein, the term "Material Physical Defect" shall mean any
               structural condition of the Property that would prevent the
               Property from continuing to be used in substantially the same
               manner as the Property is being used on the Effective Date of
               this Contract, and Buyer agrees that Seller is not warranting the
               condition of HVAC system components or other mechanical or
               utility systems or any components thereof that are subject to
               deterioration and wear and tear, Buyer having had an opportunity
               inspect all such systems and determine the condition thereof;

          (2)  any pending or threatened litigation, condemnation, or assessment
               affecting the Property;


                                     ADD V-2

<PAGE>

          (3)  any fact or condition regarding the physical utility of the
               Property that would prevent the continued use or operation of the
               Property in the manner of its present use and operation;

          (4)  with the exception of those items listed on EXHIBIT "D", any
               Hazardous Materials being located on the Property or having been
               disposed of or released from the Property into or onto other
               property);

          (5)  with the exception of those items listed on EXHIBIT "D", any use
               by Seller of the Property for the storage of Hazardous Materials,
               other than Permitted Materials as defined in the Lease, or for
               the disposal of Hazardous Materials, or as a dump site or
               landfill, or whether the Property contains or has previously
               contained any underground tanks or containers; and

          (6)  with the exception of those items listed on EXHIBIT "D", whether
               radon, asbestos insulation or fireproofing, urea-formaldehyde
               foam insulation, lead-based paint or other pollutants or
               contaminates of any nature now exist or have ever existed on the
               Property.

     (b)  Further, Seller warrants and represents to Seller's actual knowledge
          to Buyer as follows:

          (i)  Seller has not received any written notice or request from any
               insurance company or board of fire underwriters (or any
               organization exercising functions similar thereto) requesting the
               performance of any work or alterations with respect to the
               Property, except those as to which Seller has completed remedial
               action which has been formally accepted as sufficient by such
               authority or insurer.

          (ii) Seller has not received written notice that any restrictive
               covenants, zoning or other ordinances, rules, statutes or
               governmental laws or regulations are being violated by the
               current use or operation of the Property or that the Property
               lacks any permits required for its present use and occupancy.

          (iii) There are no service or maintenance contracts which are not
               terminable by Seller without penalty after no more than thirty
               (30) days' notice.

          (iv) Seller is duly organized, validly existing and in good standing
               under the laws of its state of organization or incorporation and
               is duly qualified and has all requisite power and authority to
               own and operate the Property and to enter into and perform this
               Contract; this Contract has been duly authorized by all requisite
               action and is enforceable against Seller in accordance with its
               terms; and neither the execution and delivery of this Contract
               nor the consummation of the sale provided for herein will
               constitute a violation or breach by Seller of any provision of
               any


                                     ADD V-3

<PAGE>

               agreement or other instrument to which Seller is a party or to
               which the Seller may be subject although not a party, or will
               result in or constitute a violation or breach of any judgment,
               order, writ, injunction or decree issued against Seller or the
               Property.

3.   CERTAIN SPECIFIC COVENANTS OF SELLER. Seller further covenants and agrees
     with Buyer as follows, Seller's compliance with which covenants shall be a
     condition precedent to Buyer's obligation to proceed to Closing under this
     Contract, provided, however, that if such conditions are not satisfied
     prior to the Closing Date, Buyer shall have only the rights and remedies
     set forth in Section 15 of this Contract:

     (a)  Performance of Obligations. Through the Closing Date or earlier
          termination of this Contract, Seller shall not default in performance
          of Seller's obligations under any service contracts or other
          agreements affecting the Property, including, without limitation any
          loans secured by liens against the Property, and Seller shall not
          make, or permit to be made, any change or modification to any such
          agreement that will be binding on the Property after the Closing
          without the prior written approval of Buyer.

     (b)  Encumbrances; Alterations; Change. Through the Closing Date or the
          earlier termination of this Contract, Seller shall not, without the
          prior written consent of Buyer except as otherwise required or
          permitted under the terms of this Contract: (i) plat, restrict or
          encumber, or permit to be platted, restricted or encumbered any
          portion of the Property, except as provided in Section 26 with regard
          to the Option Property; (ii) grant any licenses, easements or other
          uses affecting any portion of the Property; (iii) cause or permit any
          mechanic's or materialman's lien to attach to any portion of the
          Property that will not be removed at or prior to Closing; (iv) place
          or permit to be placed on, or remove or permit to be removed from, the
          Property any buildings, structures, landscaping or other improvements
          of any kind except in connection with normal upkeep of the buildings
          and landscaping; (v) excavate or permit the excavation of the
          Property; (vi) contaminate or cause or permit the Property or any part
          thereof to be contaminated with any Hazardous Substance; or (vii)
          remove, destroy or sell, or allow to be removed, destroyed or sold,
          any portion of the Property except such portions of the Property
          disposed of and contemporaneously replaced with an item of equivalent
          value and function (but in any event in operating or functional
          condition) as a result of obsolescence of the replaced item.

     (c)  Operations. Seller shall operate, or cause to be operated, the
          Property in a good and businesslike manner until the Closing, and
          make, or cause to be made, repairs and replacements that would
          typically be made in the ordinary course of such business.

     (d)  Insurance. The amount and type of insurance policies carried by Seller
          covering the Property shall not be changed, cancelled or allowed to
          expire prior to the Closing unless replaced with policies of
          equivalent value.


                                     ADD V-4

<PAGE>

     (e)  Zoning Matters. Seller agrees to use reasonable efforts to cooperate
          with Buyer in Buyer's attempts to obtain such zoning, platting and
          development approvals as may be necessary or desirable, in Buyer's
          sole and absolute discretion, so long as Seller is able to continue
          Seller's use of the Property under the Lease.

4.   ADDITIONAL CONDITIONS TO CLOSING. Notwithstanding anything to the contrary
     contained in the Contract, the following shall be conditions precedent to
     Buyer's obligations under this Contract:

     (a)  Covenants of Seller. All covenants and obligations of Seller due to be
          performed prior to Closing shall have been fully performed (unless
          expressly waived in writing by Buyer).

     (b)  Representations and Warranties. All of Seller's representations and
          warranties shall be true and correct as of Closing, and shall be
          reaffirmed by Seller at Closing by executing and delivering to Buyer a
          certificate (the "REAFFIRMATION CERTIFICATE") whereby the Seller
          reaffirms Seller's representations and warranties in this Addendum as
          of the Closing Date.

     (c)  Property Condition. Except for changes consented to by Buyer in
          writing, and ordinary wear and tear, and subject to the provisions of
          Section 14 of this Contract, the Property shall be in the same
          condition on the Closing Date as it was on the Effective Date
          (excluding conditions that are the Buyer's responsibility under any
          other provision of this Contract)

     (d)  Permitted Use. The use of the Property as an industrial
          facility/warehouse shall be permitted by applicable laws and
          regulations, and all permits and approvals therefor, shall be in full
          force and effect. Further, Seller shall provide to Buyer a copy of
          Certificates of Occupancy in Seller's possession covering the
          improvements located on the Property and evidence that the applicable
          zoning ordinance permits the industrial/warehouse use of the Property.

     (e)  Zoning, Platting and Development Approvals. Prior to Closing, Buyer
          shall have obtained all of its final zoning, platting and development
          approvals from applicable governmental agencies and other parties as
          may be necessary or desirable, in Buyer's sole and absolute
          discretion, for the use and development intended by Buyer for the
          Property. Seller agrees to use reasonable efforts to cooperate with
          Buyer in Buyer's attempts to obtain such zoning, platting and
          development approvals.

     (f)  Mineral Leases or Interests; No Outstanding Surface Rights. No person
          (other than Seller prior to the Closing and only Buyer immediately
          following Closing) who owns, leases or otherwise has any rights with
          respect to oil, gas or other minerals (subsurface or otherwise) in, on
          or under the Property shall have any surface rights with respect to
          the Property, including, without limitation, any right (i) to use or
          occupy any portion of the surface of the Property; (ii) to conduct
          drilling, prospecting, mining or other operations upon the surface of
          the Property;


                                     ADD V-5

<PAGE>

          (iii) to construct pipelines, other structures or other facilities
          upon the surface of the Property; or (iv) to damage the surface of or
          the improvements on the Property unless such rights have been approved
          by Buyer in connection with Buyer's review of title matters.

5.   ENVIRONMENTAL INDEMNITY.

     (a)  Notwithstanding anything in the Contract to the contrary, Seller will
          indemnify, defend and hold harmless Buyer from and against, and
          reimburse Buyer on demand for, any and all claims, demands,
          liabilities (including strict liability), losses, damages (including
          consequential damages), causes of action, judgments, penalties, costs
          and expense (including without limitation, reasonable fees and
          expenses of attorneys and other professional consultants and experts,
          and of the investigation and defense of any claim, whether or not such
          claim is ultimately withdrawn or defeated, and the settlement of any
          claim or judgment including all value paid or given in settlement) of
          every kind, known or unknown, foreseeable or unforeseeable (all of the
          foregoing, collectively, "CLAIMS"), which may be imposed upon,
          asserted against or incurred or paid by Buyer at any time and from
          time to time, whenever imposed, asserted or incurred, because of,
          resulting from, in connection with, or arising out of (i) any
          Hazardous Materials Contamination which arose or occurred before
          Closing and that was caused or contributed to by Seller (or any
          affiliate of Seller) during Seller's (or such Seller-affiliate's)
          ownership of the Property, or (ii) any violation of any representation
          or warranty of Seller in this Contract pertaining to Hazardous
          Materials.

     (b)  Notwithstanding anything in the Contract to the contrary, and except
          as otherwise provided in the Lease, Buyer will indemnify, defend and
          hold harmless Seller from and against, and reimburse Seller on demand
          for, any and all Claims which may be imposed upon, asserted against or
          incurred or paid by Seller at any time and from time to time, whenever
          imposed, asserted or incurred, because of, resulting from, in
          connection with, or arising out of (i) any Hazardous Materials
          Contamination which arose or occurred after Closing and that was
          caused or contributed to by Buyer (or any affiliate of Buyer) during
          Buyer's (or such Buyer-affiliate's) ownership of the Property, or (ii)
          any violation of any representation or warranty of Buyer in this
          Contract pertaining to Hazardous Materials.

     (c)  The provisions of this Paragraph 5 survive Closing.

     (d)  "HAZARDOUS MATERIALS" shall mean (a) any "hazardous waste" or
          "regulated substance" as defined by the Resource Conservation and
          Recovery Act of 1976, and regulations promulgated thereunder, both as
          amended from time to time; (b) any "hazardous substance" as defined by
          the Comprehensive Environmental Response, Compensation and Liability
          Act of 1980 ("CERCLA"), and regulations promulgated thereunder, both
          as amended from time to time; (c) any "toxic substance" as defined by
          the Toxic Substances Control Act, and regulations promulgated
          thereunder, both as amended from time to time; (d) any "waste" as
          defined by the Texas Water Quality Control Act, and regulations
          promulgated

                                     ADD V-6

<PAGE>

          thereunder, both as amended from time to time; (e) any "solid waste"
          as defined by the Texas Solid Waste Disposal Act, and regulations
          promulgated thereunder, both as amended from time to time; (f) any
          "air contaminant" as defined by the Texas Clean Air Act, and
          regulations promulgated thereunder, both as amended from time to time;
          (g) any "hazardous substance" as defined by the Texas Hazardous
          Substances Spill Prevention and Control Act, and regulations
          promulgated thereunder, both as amended from time to time; (h) any
          "toxic chemical" as defined by the Texas Toxic Chemical Release
          Reporting Act, and regulations promulgated thereunder, both as amended
          from time to time; (i) any "regulated asbestos-containing material" as
          defined in the National Emission Standard for Asbestos, as amended
          from time to time; (j) polychlorinated biphenyls ("PCBS") as defined
          in 40 C.F.R. Part 761, as amended from time to time; (k) underground
          storage tanks, whether active, inactive, empty, filled or partially
          filled with any substance, (l) any substance the presence and quantity
          of which on the Property is prohibited by any Governmental
          Requirements; and (m) any other substance which by any Governmental
          Requirements requires special handling or notification of any federal,
          state or local governmental entity in its collection, storage,
          transportation, treatment, processing, management or disposal.

     (e)  "HAZARDOUS MATERIALS CONTAMINATION" shall mean the contamination of
          the improvements, facilities, soil, surface water, groundwater, air or
          other elements on or of the Property by Hazardous Materials, or the
          contamination of the buildings, facilities, soil, surface water,
          groundwater, air or other elements on or of any other property as a
          result of Hazardous Materials emanating from the Property.

     (f)  IT IS UNDERSTOOD AND AGREED THAT THE INDEMNITIES DESCRIBED IN THIS
          SECTION 5 INCLUDE INDEMNIFICATION BY BUYER FOR THE ORDINARY NEGLIGENCE
          OF SELLER, AND THE INDEMNIFICATION BY SELLER FOR THE ORDINARY
          NEGLIGENCE OF BUYER.

6.   FEDERAL TAX REQUIREMENT. If Seller is a "foreign person", as defined by
     applicable law, or if Seller fails to deliver an affidavit that Seller is
     not a "foreign person", then Buyer will withhold from the sales proceeds at
     Closing an amount sufficient to comply with applicable tax law and deliver
     the same to the Internal Revenue Service, together with appropriate tax
     forms. Internal Revenue Service regulations require filing written reports
     is cash in excess of specified amounts is received in the transaction.

7.   BUYER'S WARRANTIES AND REPRESENTATIONS. Buyer warrants and represents to
     Seller that Buyer is duly organized, validly existing and in good standing
     under the laws of its state of organization or incorporation and is duly
     qualified and has all requisite power and authority to enter into and
     perform this Contract; this Contract has been duly authorized by all
     requisite action and is enforceable against Buyer in accordance with its
     terms; and neither the execution and delivery of this Contract nor the
     consummation of the sale provided for herein will constitute a violation or
     breach by Buyer of any provision of any agreement or other instrument to
     which Buyer is a party or to which the Buyer may be


                                     ADD V-7

<PAGE>

     subject although not a party, or will result in or constitute a violation
     or breach of any judgment, order, writ, injunction or decree issued against
     Buyer.

8.   SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES. The covenants,
     representations and warranties contained herein shall survive and be
     enforceable after the Closing and shall not be merged into the deed or any
     other documents executed at Closing, and shall not be affected by any
     investigation, verification or approval by any party hereto or by anyone
     acting on behalf of any party hereto (except as a waiver may be evidenced
     in writing signed by the waiving party or a waiver is deemed to have
     occurred by the express provisions of this Contract); provided, however,
     notwithstanding any provision of this Contract seemingly to the contrary,
     Seller and Buyer each agree that any action, suit or proceeding brought by
     either party against the other, if not commenced and served on or before
     the end of the time periods set forth below, thereafter shall be void and
     of no force or effect:

          (a) with respect to the representations and warranties of Seller set
          forth in subsections 1, 3, 4, 5, & 6 of Section 2 (a) of Addendum V,
          on or before the date which is six (6) months after the date of
          Closing, and

          (b) with respect to all other representations and warranties set forth
          in this Contract, on or before the date which is twelve (12) months
          after the date of Closing.


                                     ADD V-8

<PAGE>

                                   ADDENDUM VI

                   NOTICE OF SPECIAL TAXING AUTHORITY DISTRICT

                                 ("MUD NOTICE")

     The real property, described below, that you are about to purchase is
     located in the __________ District. The district has taxing authority
     separate from any other taxing authority and may, subject to voter
     approval, issue an unlimited amount of bonds and levy an unlimited rate of
     tax in payment of such bonds. As of January 1, 2005, the rate of taxes
     levied by the district on real property located in the district is
     $__________ on each $100 of assessed valuation.

     If the district has not yet levied taxes, the most recent projected rate of
     tax, as of this date, is $__________ on each $100 of assessed valuation.
     The total amount of bonds, excluding refunding bonds and any bonds or any
     portion of bonds issued that are payable solely from revenues received or
     expected to be received under a contract with a governmental entity,
     approved by the voters and which have been or may, at this date, be issued
     is $__________, and the aggregate initial principal amounts of all bonds
     issued for one or more of the specified facilities of the district and
     payable in whole or in part from property taxes is $__________.

     The district has the authority to adopt and impose a standby fee on
     property in the district that has water, sanitary sewer, or drainage
     facilities and services available but not connected and which does not have
     a house, building, or other improvement located thereon and does not
     substantially utilize the utility capacity available to the property. The
     district may exercise the authority without holding an election on the
     matter. As of this date, the most recent amount of the standby fee is
     $__________. An unpaid standby fee is a personal obligation of the person
     that owned the property at the time of imposition and is secured by a lien
     on the property. Any person may request a certificate from the district
     stating the amount, if any, of unpaid standby fees on a tract of property
     in the district.

     The district is located in whole or in part within the corporate boundaries
     of the City of Sugar Land. The taxpayers of the district are subject to the
     taxes imposed by the municipality and by the district until the district is
     dissolved. By law, a district located within the corporate boundaries of a
     municipality may be dissolved by municipal ordinance without the consent of
     the district or the voters of the district.


                                    ADD VI-1

<PAGE>

     The purpose of this district is to provide water, sewer, drainage, or flood
     control facilities and services within the district through the issuance of
     bonds payable in whole or in part from property taxes. The cost of these
     utility facilities is not included in the purchase price of your property,
     and these utility facilities are owned or to be owned by the district. The
     legal description of the property you are acquiring is as follows or as
     attached hereto:
     ___________________________________________________________________________

-------------------------------------
(Date)


-------------------------------------
Signature of Seller

     BUYER IS ADVISED THAT THE INFORMATION SHOWN ON THIS FORM IS SUBJECT TO
CHANGE BY THE DISTRICT AT ANY TIME. THE DISTRICT ROUTINELY ESTABLISHES TAX RATES
DURING THE MONTHS OF SEPTEMBER THROUGH DECEMBER OF EACH YEAR, EFFECTIVE FOR THE
YEAR IN WHICH THE TAX RATES ARE APPROVED BY THE DISTRICT. BUYER IS ADVISED TO
CONTACT THE DISTRICT TO DETERMINE THE STATUS OF ANY CURRENT OR PROPOSED CHANGES
TO THE INFORMATION SHOWN ON THIS FORM.

     The undersigned purchaser hereby acknowledges receipt of the foregoing
     notice at or prior to execution of a binding contract for the purchase of
     the real property described in such notice or at closing of purchase of the
     real property.

-------------------------------------
(Date)


-------------------------------------
Signature of Buyer

     (Note: Correct district name, tax rate, bond amounts, and legal description
are to be placed in the appropriate space. Except for notices included as an
addendum or paragraph of a purchase contract, the notice shall be executed by
the seller and purchaser, as indicated. If the district does not propose to
provide one or more of the specified facilities and services, the appropriate
purpose may be eliminated. If the district has not yet levied taxes, a statement
of the district's most recent projected rate of tax is to be placed in the
appropriate space. If the district does not have approval from the commission to
adopt and impose a standby fee, the second paragraph of the notice may be
deleted.)


                                    ADD VI-2

<PAGE>

                                   EXHIBIT "A"

                             DESCRIPTION OF PROPERTY

     Seller and Buyer acknowledge that the description on the page(s) attached
hereto technically may be, or is, legally insufficient for the purposes of
supporting an action to enforce the purchase and sale of the Property. As such,
Seller and Buyer confirm unto one another that, notwithstanding the
insufficiency, the parties desire to proceed with the execution of the Contract
to which this EXHIBIT "A" is attached. Therefore, since the parties are desirous
of executing the Contract and in order to provide for the right of Seller or
Buyer to demand and successfully enforce the terms thereof and to ensure that
such right is not precluded due to the legal description of the Property, Seller
and Buyer agree that (i) they are experienced in transactions of the nature
provided for in this transaction, (ii) in fact, they specifically are familiar
with the location of the Property, (iii) each party waives any and all claims of
an insufficient legal description in a cause of action for enforcement hereof,
and (iv) the metes and bound description of the Property prepared in connection
with the Survey shall become the legal description of the Property.


                                       A-1

<PAGE>

                                   EXHIBIT "B"

                     REQUIRED FORM OF SURVEYOR'S CERTIFICATE

     Surveyor's Certification: I hereby certify to ____________________________
("Purchaser"), __________________ ("Lender"), and Chicago Title Insurance
Company, and all other interested parties, as follows:

     1. On the ________ day of __________, 20__, this survey was made by me (or
under my direct supervision) on the ground as per the field notes shown on this
survey and is true, correct and accurate as to the boundaries and areas of the
subject Property and the size, location and type of buildings and improvements
thereon, if any, and as to the other matters shown thereon.

     2. The area or quantity of the subject Property as set forth in this survey
is accurate to the nearest _____________________.

     3. This survey conforms to the Texas Surveyor's Association Standards and
Specifications for a Category 1A, Condition II Survey.

     4. This survey correctly shows (among the other matters required to be
shown by the standards described in Paragraph 3 hereof) the location of the
following matters affecting the subject Property, whether or not located on the
subject Property: all recorded easements and rights-of-way; all signs, fences,
power lines and power poles, railroad tracks, party walls, foundations, and
other improvements; all building set-back lines and other areas restricted for
building purposes under any apparently applicable private restrictive covenant;
all lakes, ponds, streams and areas that appear to be permanently inundated,
whether or not navigable; all areas that appear to be swamp, marsh, bog or
regularly and substantially saturated in surveyor's best judgment (provided that
Surveyor does not certify whether such areas or any other portions of the
Property comprise "wetlands" under applicable federal laws); all above-ground
and underground telephone or power lines, oil or gas pipelines, utility lines,
power lines and power poles including those which serve, or which may serve, the
subject Property (provided that pipelines and utility lines off the property are
shown only to the extent located in immediately adjacent rights-of-way or within
fifty feet of any boundary of the Property not fronting on a right-of-way); all
encroachments visible on the ground or of record; all visible or apparent
easements (including paths, dirt or gravel roads, and other man-made surface
features); all areas that appear to be or be affected by sinkholes and other
areas of excavation; all ditches that appear to be natural drainage courses; all
matters set forth in that certain commitment for owner's policy of title
insurance dated ______________, 20__, issued by ______________________ Title
Company, G.F. No. _____________; and all matters of which I have knowledge or
have been advised, whether or not of record, and, except as shown hereon, no
such matters affect the subject Property. All matters shown on this survey that
are created or affected by an instrument of record contain a reference to the
specific recording information under which such instrument has been filed for
public record.

     5. Encroachments as used herein include encroachments or protrusions onto
the subject Property by improvements on adjacent property, rights-of-way or
easements and encroachments and protrusions onto adjacent property,
rights-of-way, easements or building set-backs by any improvements on the
subject Property and any conflicts or overlaps of the metes and bounds calls of
the subject Property and those of adjacent property, easements or rights-of-way.

     6. The subject Property has unrestricted ingress and egress to and from
______________________, _____________________ and ___________________, and such
streets are paved, dedicated public right-of-ways maintained by the ___________.


                                       B-1

<PAGE>

     7. No part of the subject Property lies within any flood hazard zone or
100-year flood plain or in an identified "flood prone area" or which is subject
to "special flood hazard," as defined by the U. S. Department of Housing and
Urban Development, pursuant to the Flood Disaster Act of 1973, as amended,
except as indicated hereon. Surveyor has no actual knowledge (without
independent inquiry or investigation) that any part of the Property is affected
by any fault zone as established by the U.S. Geological Service.


DATED:                  , 20
       -----------------    --          ----------------------------------------
                                        Registered Public Surveyor
(SEAL)                                  Surveyor Number: _________


                                       B-2

<PAGE>

                                   EXHIBIT "C"

                                  FORM OF LEASE


                                       C-1

<PAGE>

                                   EXHIBIT "D"

                            ENVIRONMENTAL DISCLOSURES

                           None, unless listed below:

     See list of Hazardous Materials used by Seller at the Property attached
                            hereto as Exhibit "D-1".


                                       D-1

<PAGE>

                                   EXHIBIT "E"

                           DESCRIPTION OF OPTION TRACT


                                       E-1

<PAGE>

                                   EXHIBIT "F"

                 DESCRIPTION OF RIGHT OF FIRST OPPORTUNITY TRACT

COMMERCIAL RESERVE "B"

TRACT 131 OF SUGAR LAND BUSINESS PARK

SLIDE NO. 1356B F.B.C.P.R.

BROWN AND BELKNAP LEAGUE, A-15

FORT BEND COUNTY, TEXAS


                                       F-1