Exhibit 10.2







                                OPTION AGREEMENT

                          ----------------------------

                          THE SOUTH STREET BAKERY, INC.

                                       and

                       CLEAR LAKE SPECIALTY PRODUCTS, INC.

                          ----------------------------

                           Dated as of August 12, 2011




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                                    SCHEDULES

Schedule 2.1(a)        The Assets

Schedule 2.2(b)        Exercise Price Allocation

Schedule 2.4           Assumed Obligations

Schedule 4.3           No Conflict; Required Filings and Consents

Schedule 4.4           Absence of Certain Changes

Schedule 4.5           Litigation

Schedule 4.6           Liens on Assets

Schedule 4.7           Licenses, Permits, Consents

Schedule 4.9           Environmental Matters

Schedule 4.11          Finder's Fee

Schedule 4.13          Real Property

Schedule 4.14          Taxes


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                                OPTION AGREEMENT

     OPTION AGREEMENT (THE "AGREEMENT"),  dated this 12th day of August, 2011 by
and among THE SOUTH STREET BAKERY, INC., a Delaware  corporation ("SSB"),  CLEAR
LAKE SPECIALTY  PRODUCTS,  INC., an Iowa corporation (THE "COMPANY"),  and CORBI
PROPERTIES, LLC, an Iowa limited liability company, (THE "STOCKHOLDER").

                                    RECITALS

     WHEREAS,  the Company  desires to grant to SSB,  and SSB desires to receive
from the  Company,  an option to purchase  the Assets (as  hereinafter  defined)
owned  by the  Company  and used in  connection  with the  business  of  baking,
packaging and distributing baked cookies and other related baked products; and

     WHEREAS,  The parties  desire to enter into this Agreement to specify their
respective rights, duties,  covenants and agreements relating to the exercise of
the option on the terms provided herein.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants,
representations,  warranties and agreements  hereinafter set forth,  the parties
hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     When used  herein,  the  following  terms shall have the meanings set forth
below:

     (a)  "AFFILIATE"  of a party means any entity which  directly or indirectly
controls,  is controlled by or is under common control with such party. The term
"control"  means the power to direct  the  affairs  of such  entity by reason of
ownership of equity securities, by contract or otherwise.

     (b) "ASSETS" means the property,  plant, equipment and assets, tangible and
intangible, of the Company described in Section 2.1 to be conveyed to SSB.

     (c) "CONTRACTS" means any contract, agreement, lease, license, arrangement,
commitment,  sales order, purchase order or any claim or right or any benefit or
obligation  arising  thereunder or resulting  therefrom and currently in effect,
whether oral or written.

     (d)  "KNOW-HOW"  means any and all baking  knowledge,  proprietary  rights,
patented  or  unpatented  inventions,  trade  secrets,  analytical  methodology,

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processes,  data  and all  other  information  or  experience  possessed  by the
Company, or which the Company has the right to use.

     (e)  "LIABILITIES"  means any direct or indirect  liability,  indebtedness,
claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed,
choate or inchoate,  liquidated or unliquidated,  secured or unsecured, accrued,
absolute, known or unknown, contingent or otherwise.

     (f) "LIEN" means any mortgage,  lien,  pledge,  charge,  security interest,
license, lease, claim, restriction, option or encumbrance of any kind.

     (g) "INTELLECTUAL  PROPERTY" means (i) all registered or unregistered trade
names and trade and service marks and applications and licenses  therefor,  (ii)
all writings for which  copyright is claimed,  has been  recorded or is pending,
(iii) all recipes,  ingredients for all products and (iv) all other trade rights
and all  agreements  relating  to  Know-how  which the  Company is  licensed  or
authorized to use by others or which the Company  licenses or authorizes  others
to use.

     (h) "REAL  PROPERTY  PERMITTED  LIENS"  those  restrictions,  reservations,
covenants, limitations and conditions described on SCHEDULE 1.1 hereto.

     (i)   "REGULATED   SUBSTANCES"   means  any   substance   regulated   under
Environmental  Laws,  including but not limited to hazardous  waste,  as defined
pursuant to Resource Conservation  Recovery Act ("RCRA"),  hazardous substances,
as defined pursuant to Comprehensive  Environmental  Response,  Compensation and
Liability Act  ("CERCLA"),  toxic  substances as defined under Toxic  Substances
Control  Act  ("TSCA"),  hazardous  materials,  as defined  under the  Hazardous
Materials  Transportation Act, petroleum and its fractions,  asbestos containing
materials ("ACM") and polychlorinated biphenyl's ("PCB").

     (j) "TAX" or "TAXES" mean any tax,  charge,  deficiency,  duty,  fee, levy,
toll or other  amount  (including,  without  limitation,  any net income,  gross
income,  profits,  gross  receipts,   excise,   property,   sales,  ad  valorem,
withholding,  social security,  retirement,  excise,  employment,  unemployment,
minimum, alternative,  add-on minimum, estimated,  severance, stamp, occupation,
environmental,  premium,  capital  stock,  disability,  windfall  profits,  use,
service, net worth,  payroll,  franchise,  license,  gains,  customs,  transfer,
recording,  registration  or other tax)  assessed  or  otherwise  imposed by any
governmental  entity  or under  applicable  law,  together  with  any  interest,
penalties or any other additions or increases.

     (k) "TAX  RETURN"  means any return or  report,  including  any  related or
supporting information, with respect to Taxes.

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                                   ARTICLE II

                            OPTION TO PURCHASE ASSETS
                          AND ASSUMPTION OF OBLIGATIONS

     2.1 GRANT OF OPTION TO PURCHASE THE COMPANY'S ASSETS.

     (a) Upon the terms and subject to the  conditions  of this  Agreement,  the
Company hereby grants to SSB an irrevocable  option (the "OPTION") to enable SSB
to acquire from the Company,  on terms and in an amount  determined  pursuant to
this  Agreement  and on the basis of an  aggregate  price equal to the  Exercise
Price (as defined in Section 2.2), in accordance  with the terms and  conditions
set forth herein,  all of the Company's right,  title and interest in and to all
of the  property,  plant and assets,  as set forth  herein or listed in Schedule
2.1(a) (THE "ASSETS"), including, without limitation:

          (i) the Company's  property and plant located at Lots 9, 10, 11 &12 in
     the Clear Lake Industrial  Park, the  improvements  being known as 2205 6th
     Avenue, South Clear Lake, IA 50428 (the "PROPERTY");

          (ii) all goodwill relating to the Assets;

          The Assets  shall be conveyed  free and clear of all  Liabilities  and
     Liens,  except those  Liabilities  which are expressly to be assumed by SSB
     hereunder.

     (b)  Provided  that SSB is not in  default  under the Lease  Agreement  (as
defined  herein),  the Option may be exercised at any time beginning on the date
hereof  and  ending at 5:30 p.m.  New York  City  time on August  11,  2012 (the
"OPTION  PERIOD")  by  delivery  by SSB of written  notice to the  Company  (the
"EXERCISE NOTICE"). If the Company does not receive the Exercise Notice prior to
the  expiration  of the  Exercise  Period,  the  Option  shall  expire  and this
Agreement shall be terminated.

     2.2 EXERCISE PRICE; ALLOCATIONS.

     (a) The Exercise  Price for the Option and the purchase of the Assets shall
be  $3,607,000  less any  payments  made by SSB to the Company  pursuant to this
Section 2.2 which shall be credited  towards the Exercise  Price (THE  "EXERCISE
PRICE"):

          (i) in consideration of the grant of the Option,  SSB is paying to the
     Company  $275,000 in cash upon the execution of this Agreement (the "OPTION
     PAYMENT");

          (ii) any principal and interest  payments made by SSB pursuant to that
     certain  Lease  Agreement,  dated  August 12,  2011 by and among  SSB,  the
     Company and the  Stockholder  (the "LEASE  AGREEMENT"),  a copy of which is
     attached  hereto as  Exhibit  A, with such  lease  payments  to be  applied

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     towards  the  remaining  debt  payments  due on those  certain  Series 2006
     Variable Rate Demand  Development  Revenue Bonds (the "2006 REVENUE Bonds")
     and provided  that SSB is approved for such  assumption of the 2006 Revenue
     Bonds debt payments by Manufacturers and Traders Trust Company ("M&T"), any
     agreement  authorizing  said  assumption  of the 2006  Revenue  Bonds shall
     include a release of Corbi's  Wholesale  Pizza,  Inc. from any guarantee or
     liability for the 2006 Revenue Bonds; provided,  however if such release is
     not reasonably  practicable,  the parties hereto agree in good faith to use
     commercially reasonable efforts to fulfill the terms of this Agreement;

          (iii) any profit  participation  payments  made by SSB pursuant to the
     Lease  Agreement  ("PROFIT  PAYMENTS"),  with such  Profit  Payments  to be
     applied to the  principal  portion of the 2006  Revenue  Bonds in the month
     received  and to be reflected  on the next  monthly  statement  provided by
     Company;

          (iv) any  additional  payments made at the discretion of SSB, with the
     consent of the Company,  which consent shall not be unreasonably  withheld,
     shall be applied  towards the  principal  balance  outstanding  on the 2006
     Revenue Bonds.

     By way of example:

          Exercise Price                             $3,607,000
          Option Payment                             $ (275,000) at Closing
          Balance at Closing                         $3,332,000

          2011  5 Monthly Principal Payments         $  (37,500)*
          2012  7 Monthly Principal Payments         $  (64,166)*
                                                     ----------
     BALANCE DUE ON AUGUST 11, 2012                  $3,218,333

*    Assumes $7,500 of monthly Lease Payment in 2011 goes towards  principal and
     $9,166.57 of montly Lease Payment in 2012 goes towards principal.

     (b) SSB and the Company agree that the Exercise Price shall be allocated in
the manner set forth on Schedule 2.2(b). The Company and SSB shall each file any
required reports in accordance with Section 1060 of the Internal Revenue Code of
1986, as amended (THE "CODE"),  and the regulations  promulgated  thereunder and
shall prepare their respective Federal,  state and local tax returns in a manner
consistent with such allocation.

     2.3  INSTRUMENTS  OF  CONVEYANCE  AND TRANSFER.  On the Closing  Date,  the
Company shall deliver to SSB (i) the  instruments of transfer  listed in Article
VII and such other good and  sufficient  instruments of conveyance and transfer,
in form reasonably  satisfactory to all parties hereto, as shall be effective to
vest in SSB all right,  title and  interest in the Assets,  subject to no Liens,
(ii) all of the Contracts,  books, records and other data relating to the Assets

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and,  simultaneously with such delivery,  shall deliver to SSB actual possession
and control of the Assets and (iii) SSB shall pay any sales or recordation  fees
or taxes related to the purchase of the Assets.

     2.4 ASSUMPTION OF CERTAIN  OBLIGATIONS.  In addition to the purchase of the
Assets,  on the Closing Date, SSB shall assume,  pay,  perform and discharge the
Company's  Liabilities  set forth on Schedule 2.4 (THE  "ASSUMED  OBLIGATIONS").
Except for the Assumed Obligations,  SSB shall not assume or be or become liable
for any Liabilities of the Company not specifically agreed to be assumed herein,
and the Company shall remain liable to perform and discharge such Liabilities.

     2.5  ASSIGNMENT  OF CONTRACTS.  Anything in this  Agreement to the contrary
notwithstanding,  this Agreement shall not constitute an agreement to assign any
Contracts,  or any benefit  arising  thereunder  or resulting  therefrom,  if an
attempted  assignment  thereof,  without the  consent of a third party  thereto,
would  constitute a material breach thereof or in any way materially  affect the
rights of SSB or the Company thereunder.  If such consent is not obtained, or if
an attempted  assignment thereof would be ineffective or would materially affect
the rights of SSB or the Company,  the Company shall  cooperate  with SSB in any
reasonable  arrangement  designed to provide for SSB to enjoy the benefits under
any such Contracts,  including, without limitation,  enforcement for the benefit
of SSB of any and all rights of the Company under such Contracts.

     2.6 FURTHER  ASSURANCES.  From time to time after the Closing,  the Company
shall  execute and deliver  such other  instruments  of transfer  and  documents
related  thereto  and take such other  action as SSB may  reasonably  request in
order to more  effectively  transfer to SSB, and to place SSB in possession  and
control  of, the Assets,  or to enable SSB to exercise  and enjoy all rights and
benefits of the Company with respect thereto. SSB shall take such actions as the
Company  may  reasonably  request  in order to assure  SSB's  assumption  of the
Assumed Obligations.

     2.7 FUTURE DISCOVERY OF ASSETS. If, at any time following the Closing Date,
the  Company  locates or  discovers  any Assets set forth or  required to be set
forth in Schedule  2.1(a) that were not  transferred to SSB on the Closing Date,
the Company  agrees to promptly  notify SSB of such location or discovery and to
take all such action necessary to deliver actual  possession and control of such
Assets.

     2.8 SUPPLEMENTS TO SCHEDULES. The Company and the Stockholder shall deliver
to SSB, as soon as  possible,  but not later than at the  Closing,  supplemental
information  updating the information  set forth in the Schedules,  so that such
Schedules  supplemented  by such  information  will be true and  correct  at the
Closing as if then made.

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                                   ARTICLE III

                          SETTLEMENT OF OPTION: CLOSING

     Subject to the satisfaction of the conditions set forth in Article VII, the
closing (THE "CLOSING") of the transactions contemplated hereby shall take place
of the 30th day after the delivery of the Exercise Notice.  The time and date of
the Closing is referred to herein as the  "CLOSING  DATE".  At the  Closing,  in
addition to the sale and transfer of the Assets, there shall be delivered by the
parties hereto such certificates,  opinions and other documents as are specified
in Article VII hereof.  The Closing Date shall be extended  until the deliveries
set forth in Article VII have been made.  The parties  agree,  in good faith (i)
not to take any action (or fail to take any action) that unreasonably delays the
Closing Date and (ii) to use commercially reasonable efforts hold the Closing on
the Closing Date or as soon as practicable thereafter.

                                   ARTICLE IV

            REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDER

     The Company and the Stockholder jointly and severally represent and warrant
to, and agree with, SSB as follows:

     4.1 ORGANIZATION. (a) The Company is a corporation and the Stockholder is a
limited liability  company,  both of which are duly organized,  validly existing
and in  good  standing  under  the  laws of the  State  of its  jurisdiction  of
incorporation  or formation and has all requisite  corporate power and authority
to own,  lease and operate its  properties  and to carry on its  business as now
being conducted.  The Company and the Stockholder  have heretofore  delivered to
SSB true,  accurate and complete copies of the Certificate of  Incorporation  or
Formation,  By-Laws and Limited  Liability  Company Agreement of the Company and
the  Stockholder  as in effect on the date  hereof.  Neither the Company nor the
Stockholder is not in violation of any of the  provisions of its  Certificate of
Incorporation,  By-Laws,  Certificate of Formation or Limited  Liability Company
Agreement.

     (b) The Company has no  subsidiaries  or affiliated  companies and does not
otherwise  own any shares of stock or any  interest  in, or  control,  any other
corporation, partnership or business entity.

     4.2  AUTHORITY  RELATIVE  TO THIS  AGREEMENT.  Each of the  Company and the
Stockholder  has full power and authority to execute and deliver this  Agreement
and to  consummate  the  transactions  contemplated  hereby.  The  execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly and validly  authorized  by the Board of Directors and the
stockholder  of the  Company  and  the  members  and/or  governing  body  of the
Stockholder.  No other proceedings,  corporate or otherwise,  on the part of the
Company or the  Stockholder  are  necessary  to authorize  this  Agreement or to
consummate the transactions  contemplated  hereby.  This Agreement has been duly

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and validly  executed  and  delivered  by the Company  and the  Stockholder  and
constitutes the valid and binding agreement of each of them, enforceable against
each of them in accordance with its terms.

     4.3 NO CONFLICT;  REQUIRED FILINGS AND CONSENTS. (a) Except as set forth in
Schedule 4.3, the  execution  and delivery of this  Agreement by the Company and
the Stockholder do not, and the  consummation of the  transactions  contemplated
hereby will not, (i) conflict with or violate any law, regulation,  court order,
judgment or decree  applicable to the Company or the Stockholder or by which the
Assets are bound or affected,  (ii) violate or conflict with the  Certificate of
Incorporation  or By-Laws of the  Company or the  Certificate  of  Formation  or
Limited Liability  Company Agreement of the Stockholder,  or (iii) result in any
breach of or  constitute  a default  (or an event  which with notice or lapse of
time or both  would  become a  default)  under,  or give to others any rights of
termination  or  cancellation  of, or result in the creation of a Lien on any of
the Assets pursuant to any Contract,  permit,  license or franchise to which the
Company  or any of the  Assets  is  bound or  affected,  except  for  conflicts,
violations,  breaches  or defaults  which,  in the  aggregate,  would not have a
material  adverse  effect on the business,  operations,  Assets,  Liabilities or
condition  (financial or otherwise) (A "MATERIAL ADVERSE EFFECT") on the Company
or the ability of the Company or the  Stockholder  to complete the  transactions
contemplated hereby.

(v) Except as set forth in Schedule 4.3, neither the Stockholder nor the Company
is required to submit any notice,  report or other filing with any  governmental
authority,  domestic or foreign,  in connection with the execution,  delivery or
performance of this Agreement. No waiver, consent,  approval or authorization of
any person or any governmental or regulatory authority,  domestic or foreign, is
required to be obtained or made by the Company or the  Stockholder in connection
with its  execution,  delivery  of this  Agreement  or the  consummation  of the
transactions contemplated hereby.

     4.4 ABSENCE OF CERTAIN  CHANGES.  Except as set forth in Schedule  4.4, the
Company has not:

          (A) mortgaged,  pledged or subjected to Liens, or agreed to do so, any
     of the Assets or the Property;

          (B) sold or  transferred,  or agreed to sell or  transfer,  any of the
     Assets or the Property.

     4.5 LITIGATION.  Except as set forth in Schedule 4.5, no  investigation  or
review by any governmental entity or regulatory body, foreign or domestic,  with
respect to the  Assets is pending  or, to the  knowledge  of the  Company or the
Stockholder,  threatened  against  the  Company  and no  governmental  entity or
regulatory  body has advised the Company of an intention to conduct the same and
no service of process has been  provided to the Company.  Except as set forth in
Schedule  4.5,  there is no claim,  action,  suit,  investigation  or proceeding
pending  or, to the  knowledge  of the  Company or the  Stockholder,  threatened
against or  affecting  the  Company  at law or in equity or before any  Federal,

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state,  municipal or other  governmental  entity or  regulatory  body,  or which
challenges  the validity of this Agreement or any action taken or to be taken by
the  Company  pursuant  to this  Agreement  and no service  of process  has been
provided to the Company.  As of the date hereof,  the Company is not subject to,
nor is there  in  existence,  any  outstanding  judgment,  award,  order,  writ,
injunction  or decree of any  court,  governmental  entity  or  regulatory  body
relating  to the  Company  and no service of process  has been  provided  to the
Company.

     4.6  ASSETS.  The  Company  has  good and  marketable  title  to,  or valid
leasehold  interests  in, the  Assets,  free and clear of any Liens,  other than
Liens listed in Schedule 4.6 and Liens for taxes not yet due and payable. All of
the Assets  and  Property  owned or leased by the  Company  are in all  material
respects in good condition and repair, ordinary wear and tear excepted, and well
maintained.

     4.7 LICENSES, PERMITS AND CONSENTS; COMPLIANCE WITH APPLICABLE LAW. (a) The
licenses and permits set forth in Schedule 4.7 are the only licenses and permits
which  individually  or in the  aggregate  are  material  to the  conduct of the
business  of the  Company  or any  employee  of the  Company  by  reason of such
employee's  activities on behalf of the Company under  applicable  law or by any
Federal,  state, local or foreign governmental entity or regulatory body for the
operation of the business of the  Company,  and all of such listed  licenses and
permits are in full force and effect as of the date hereof.  The Company has not
received notice and, to the knowledge of the Company and the Stockholder,  there
is no reason to believe,  that any  appropriate  authority  intends to cancel or
terminate  any of such  licenses  or  permits  or that  valid  grounds  for such
cancellation or termination currently exist.

     (b) The Company shall use all reasonable  best efforts and fully  cooperate
with SSB in transferring  and/or assigning the licenses and permits set forth on
Schedule 4.7 into the name of SSB.

     4.8 [INTENTIONALLY OMITTED]

     4.9  ENVIRONMENTAL  MATTERS.  Except  as set  forth in  Schedule  4.9,  the
business of the Company is and has been being  conducted in compliance  with all
applicable  Federal,  state, local and foreign laws and regulations  relating to
the protection of the environment. The Company has not released, emitted, buried
or otherwise disposed of Regulated  Substances on the Company's  properties.  To
Company's  knowledge,  no one else has  released,  emitted,  buried or otherwise
disposed of Regulated Substances on any of Company's  Properties.  Except as set
forth on Schedule 4.9, no storage tanks,  underground or otherwise,  are or have
been located on any of the Company's  Properties.  The Company has complied with
all environmental  laws relating to its operations or the Company's  properties.
Except as set forth on Schedule 4.9,  there are no ACM's,  PCB's or  radioactive
substances located on Company's Properties. Except as set forth on Schedule 4.9,
the Company has not received any notice,  demand,  claim or information  request
pursuant to CERCLA or any comparable  state law. Except as set forth on Schedule
4.9,  neither the Company nor the Stockholder has knowledge of any other party's

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receipt of any notice,  demand,  claim or information request pursuant to CERCLA
or any  comparable  state law  relating to any of  Company's  Properties  or any
property where Company's wastes were sent.  Except as set forth on Schedule 4.9,
none of Company's  properties is listed on any regulatory  list of  contaminated
properties,   including  but  not  limited  to  the  National   Priorities  List
promulgated pursuant to CERCLA, or any federal, state or local counterpart.  The
Company has no existing or potential  Liability under any Environmental Laws. No
environmental  approvals,  clearances or consents are required under  applicable
law  from any  governmental  authority  or  authority  in order  for SSB and the
Company to consummate  this  acquisition  or for SSB to continue the business of
Company after the Closing.  To the Company's  and the  Stockholder's  knowledge,
there are no conditions on any properties adjacent to Company's properties which
threaten  property  leased by the Company.  Except as set forth on Schedule 4.9,
the Company is not required to have,  nor does it have, any permits issued under
any  environmental  laws. The Company has  disclosed,  prior to the date of this
Agreement,  its  waste  practices,  its  use of  Regulated  Substances  and  all
potentially  material  environmental  matters,  and has  disclosed  all reports,
assessments,  remedial action plans or other similar  documents  relating to any
environmental  condition,  whether or not material,  of Company's  properties or
operations.  Nothwithstanding  the foregoing,  the Company and Stockholder shall
not be liable for any Environmental Matters or other acts not caused by Landlord
(as defined in the Lease Agreement) reasonably determined to have occurred after
the commencement of the Lease Agreement.

     4.10 [INTENTIONALLY OMITTED]

     4.11  FINDER'S  FEE.  Except as set  forth on  Schedule  4.11,  there is no
investment banker,  broker, finder or other intermediary which has been retained
by, or is authorized to act on behalf of, the Company,  the any  Stockholder  or
their respective  Affiliates who might be entitled to any fee or commission from
SSB or its Affiliates in connection with the  consummation  of the  transactions
contemplated hereby.

     4.12 [INTENTIONALLY OMITTED]

     4.13 REAL  PROPERTY.  (a)  Schedule  4.13  contains a complete and accurate
description in all material respects of the Property. The Company does not lease
any other real property. The Property comprises all real property interests used
in the conduct of the business and  operations of the Company as now  conducted.
The  Company  has good and  indefeasible  fee simple  title to, and the right to
quiet  enjoyment  of, the  Property,  free and clear of all Liens,  except  Real
Property  Permitted  Liens.  Except as set forth on Schedule 4.13,  there are no
leases, subleases,  licenses or other agreements for the use or occupancy of any
portion of the  Property  by any Person  other  than the  Company.  There are no
delinquent  Taxes relating to the Property.  There are no  outstanding  purchase
options or rights of first  refusal/offer  for, or other  contractual  rights to
purchase,  acquire,  sell or dispose  of, any  portion of the  Property,  or any
interest in the  Property,  in favor of any third party other than the  Company.
Neither the  Stockholder  nor the Company have received  written  notice of, and
neither the  Stockholder  nor the Company has any  knowledge  of, any pending or
proposed  condemnation  or eminent  domain  proceedings  affecting the Property.
There are no capital  improvements  or capital repairs pending or in progress at

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the Property,  including to any buildings and other  improvements and facilities
located thereon,  all structural and non-structural  components thereof, and all
related heating, cooling, ventilation, plumbing, sprinkler, electrical and other
building systems, all of which are in good working order and repair, and, to the
Stockholder's or the Company's  knowledge,  there are no capital improvements or
capital repairs necessary to any of the foregoing.

     (b) The  Property  is  assessed  for real  estate tax  purposes as a wholly
independent  tax lot,  separate  from any  adjoining  land or  improvements  not
constituting  a part of such parcel.  Schedule 4.13 attached  hereto  includes a
copy of the most recent tax bill of each taxing  authority for the Property.  No
tax  certiorari or other tax  reduction  proceedings  are pending  regarding the
Property. There is no pending or contemplated reassessment of the Property.

     (c) No  money  is  owed  to any  architect,  contractor,  subcontractor  or
materialman  for labor or  materials  performed,  rendered  or supplied to or in
connection with the Property.  There is no work being done at or materials being
supplied  to the  Property  at the date hereof  other than  routine  maintenance
projects having an aggregate cost through completion of not more than $10,000.

     4.14 TAXES. Except as set forth on Schedule 4.14:

     (A) The Company has filed all Tax Returns  that it was required to file and
has paid or withheld all Taxes due and owing.  All such Tax Returns were correct
and complete in all material respects..

     (B) The Company has not agreed to any extension or waiver of the statute of
limitations  applicable  to any Tax Return,  or agreed to any  extension of time
with respect to a Tax  assessment  or  deficiency,  which period  (after  giving
effect to such extension or waiver) has not yet expired.

     (C) The Company is not a party to any Tax allocation or sharing agreement.

     (D) There  are no Liens  for  unpaid  Taxes on the  assets  of the  Company
payable.

     (E) To the best of their respective knowledge,  there is no action, suit or
proceeding  currently  pending  or,  to  the  Stockholder's  or  the  Company's,
threatened with respect to the Company in respect of any Tax.

     (F) The  Company  (i) has not  been a  member  of an  affiliated  group  of
corporations  within the meaning of Section 1504 of the Code (other than a group
the common parent of which is the Company) or (ii) has no liability for Taxes of
any Person (other than the Company) under Treasury  Regulation  Section 1.1502-6
(or any similar  provision of state,  local or foreign  Law), as a transferee or
successor or by Contract.

                                      -12-
<PAGE>
     (G)  The  Company  has  not  received   notice  of  any  claim  by  or  any
questionnaire from any taxing authority in a jurisdiction where the Company does
not file Tax Returns indicating that it is or may be subject to taxation by that
jurisdiction.

     (H) The  Company  will not be required to include any item of income in, or
exclude any item of deduction  from,  taxable  income for any taxable period (or
portion thereof) ending after the Closing Date as a result of any: (i) change in
method of  accounting  for a taxable  period  ending on or prior to the  Closing
Date,  (ii)  "closing  agreement"  described in Section 7121 of the Code (or any
corresponding or similar provision of state,  local or foreign Tax law) executed
prior to the  Closing  Date,  (iii)  installment  sale made prior to the Closing
Date, (iv) prepaid amount received prior to the Closing Date, or (v) pursuant to
an election under Section 108(i) of the Code made prior to the Closing Date.

     (I) The  Company  has not  engaged  in any  listed  transaction  within the
meaning of Section  6706A(c)(2)  of the Code, or  participated  in or cooperated
with an international boycott within the meaning of Section 999 of the Code.

     4.15 [INTENTIONALLY OMITTED]

     4.16 ACCURACY OF  REPRESENTATIONS.  The representations and warranties made
by the Company and the Stockholder in this Agreement,  and in any certificate or
schedule  referenced  hereby or attached  hereto,  do not contain,  and will not
contain, any statement which is false or misleading with respect to any material
fact and do not and will not omit to state a material fact required to be stated
herein or therein or necessary in order to make the statements  contained herein
or therein not materially false or misleading.

                                    ARTICLE V
                               REPRESENTATIONS AND
                                WARRANTIES OF SSB

     SSB represents and warrants to, and agrees with, the Company as follows:

     5.1 ORGANIZATION. SSB is a corporation duly organized, validly existing and
in good  standing  under the laws of the State of Delaware and has all requisite
corporate  power and authority to own,  lease and operate its  properties and to
carry on its business as now being conducted.

     5.2 AUTHORITY RELATIVE TO THIS AGREEMENT.  SSB has full corporate power and
authority  to  execute  and  deliver  this   Agreement  and  to  consummate  the
transactions  contemplated  hereby. The execution and delivery of this Agreement
and the consummation of the transactions  contemplated hereby have been duly and
validly  authorized  by the  Board of  Directors  of SSB and no other  corporate
proceedings  on the part of SSB are necessary to authorize  this Agreement or to
consummate the transactions  contemplated  hereby.  This Agreement has been duly
and validly  executed and  delivered by SSB and  constitutes a valid and binding
agreement, enforceable against it in accordance with its terms.

                                      -13-
<PAGE>
     5.3 NO CONFLICT;  REQUIRED  FILINGS AND  CONSENTS.  (a) The  execution  and
delivery  of  this  Agreement  by  SSB  do  not,  and  the  consummation  of the
transactions contemplated hereby will not, (i) conflict with or violate any law,
regulation,  court order,  judgment or decree  applicable to SSB or by which its
properties  are bound or  affected,  (ii)  violate or  conflict  with either the
Certificate of  Incorporation or By-Laws of SSB or (iii) result in any breach of
or  constitute a default (or an event which with notice or lapse of time or both
would become a default)  under,  or give to others any right of  termination  or
cancellation of, or result in the creation of a Lien on any of the properties of
SSB  pursuant to any  Contract to which SSB is a party or by which SSB or any of
its properties is bound or affected.

     (b) SSB is not  required to submit any notice,  report or other filing with
any governmental  entity or regulating body,  domestic or foreign, in connection
with  the   execution,   delivery  or  performance  of  this  Agreement  or  the
consummation  of the  transactions  contemplated  hereby.  No  waiver,  consent,
approval  or  authorization  of any  governmental  entity  or  regulatory  body,
domestic  or foreign,  is  required to be obtained or made by SSB in  connection
with  its   execution,   delivery  or  performance  of  this  Agreement  or  the
consummation of the transactions contemplated hereby.

     5.4 FINDER'S FEE. There is no investment  banker,  broker,  finder or other
intermediary  which has been  retained by, or is authorized to act on behalf of,
SSB or its  Affiliates  who might be entitled to any fee or commission  from the
Company, the Stockholder or their respective Affiliates upon the consummation of
the transactions contemplated hereby or thereafter.

     5.5 ACCURACY OF REPRESENTATIONS. The representations and warranties made by
SSB in this Agreement,  and in any certificate or schedule  referenced hereby or
attached hereto,  do not contain,  and will not contain,  any statement which is
false or  misleading  with respect to any material  fact and do not and will not
omit to state a  material  fact  required  to be  stated  herein or  therein  or
necessary  in order to make the  statements  contained  herein  or  therein  not
materially false or misleading.  The representations and warranties made in this
Agreement  shall  survive for a period of eighteen  (18) months from the date of
the Lease Agreement;  provided,  however the representation set forth in Section
4.6-The  Assets shall  survive for the  applicable  statute of  limitations  for
contracts.

                                      -14-
<PAGE>
                                   ARTICLE VI

                                    COVENANTS

     6.1 CONDUCT OF BUSINESS OF THE COMPANY. From the date hereof to the Closing
Date, the Company shall, and the Stockholder shall use its best efforts to cause
the Company to, except to the extent  compliance with this Section 6.1 is waived
in writing by SSB:

     (a) not  conduct  any  business  except for its rights and  obligations  as
lessor under the Lease Agreement;

     (b) use its  best  efforts  to keep in  full  force  and  effect  insurance
comparable in amount and scope of coverage to that now maintained by it;

     (c) use its best efforts to comply with all laws and regulations applicable
to it and to the conduct of its business;

     (d) not merge or  consolidate  with, or purchase  substantially  all of the
assets of, or otherwise acquire, any person or entity;

     (e) comply with all of its  obligations  with  respect to the 2006  Revenue
Bonds and all agreements related thereto;

     (f) not  incur  any  indebtedness  for  borrowed  money or  issue  any debt
securities or create or cause to be created any Lien on the Assets;

     (g) not enter into any leases other than the Lease Agreement;

     (h) promptly  advise SSB in writing of any material  adverse change and any
event (other than events  generally known to the public) which would  reasonably
be expected to result in such a change,  including  any default or event  which,
with the giving of notice,  lapse of time, or both,  would result in an event of
default with respect to the 2006 Revenue Bonds;

     (i) not sell,  transfer or otherwise dispose of, or agree to sell, transfer
or otherwise dispose of, any of the Assets,  without the express written consent
of SSB;

     (j) not enter into any other Contracts affecting in any way the Assets;

     (k) not enter  into or  modify  any  Contract  with  respect  to any of the
foregoing;

     (l) not enter  into any  agreement  to do any of the things  prohibited  in
clauses (a) - (l) above;

                                      -15-
<PAGE>
     (m)  not be in  violation  or  breach  of any  material  provision  of this
Agreement,  and the business and  operations  of the Company shall comply in all
material  respects and are being  conducted in  accordance  with,  all governing
laws,  regulations and ordinances  applicable  thereto and the Company is not in
violation of or in default under, any judgment,  award, order, writ,  injunction
or decree of any court, arbitration tribunal,  governmental entity or regulatory
body.

     6.2 NO SOLICITATION.  The Company and the Stockholder  shall not, and shall
direct and otherwise use their respective best efforts to cause their respective
officers,   directors,   partners,   financial  advisors,  counsel,  agents  and
Affiliates not to, (i) directly or indirectly  solicit,  encourage or facilitate
(including  by way of  furnishing  any  non-public  information  concerning  the
Company) the submission of proposals or offers from any person other than SSB or
its  Affiliates  thereof  relating  to any  acquisition  or purchase of all or a
material  part of the  stock or  assets  of,  or any  merger,  consolidation  or
business  combination  with, the Company (AN  "ACQUISITION  PROPOSAL"),  or (ii)
participate  in any  discussions  or  negotiations  regarding,  or  furnish  any
non-public  information to any person other than SSB and its  representatives in
connection  with, any  Acquisition  Proposal by any person other than SSB or its
Affiliates.  The Company shall  immediately cease and cause to be terminated any
existing  discussions or negotiations with any parties conducted heretofore with
respect to the foregoing.  The Company shall immediately  notify SSB of any such
Acquisition  Proposal or any inquiry or contact with respect thereto,  including
the terms of such Acquisition Proposal.

     6.3  ACCESS TO  INFORMATION.  (a) For a period of sixty (60) days after the
Closing Date, the Company shall, and the Stockholder shall cause the Company to,
give SSB and its  officers,  directors,  financial  advisors,  counsel and other
agents access to all offices of the Company and to all of its books and records,
permit  them to make such  inspections  as they may  require and shall cause the
Company's  officers,  directors  and  employees to furnish SSB and its officers,
directors,  financial advisors, counsel and other agents with such financial and
operating data and other information with respect to the business and properties
of the Company as SSB and its officers,  directors,  financial advisors, counsel
and  other  agents  may  from  time to time  reasonably  request,  and as may be
necessary to establish the  performance  by the Company of its  covenants  under
this Agreement and the accuracy of its  representations  and warranties  herein,
and in  connection  with its  preparation  of any  filing or  submission  to any
governmental entity or regulatory body.

     (b) As per that certain Confidentiality and Non-Disclosure  Agreement, SSB,
the Company and the Stockholder  shall hold, and shall use their best efforts to
cause  their  respective  officers,  directors,  partners,  financial  advisors,
counsel and other  agents to hold,  in strict  confidence,  unless  compelled to
disclose  by  judicial or  administrative  process,  or, in the opinion of their
counsel, by other requirements of law, all documents and information  concerning
the Company and SSB, as the case may be,  furnished  to the other in  connection
with the transactions contemplated by this Agreement.

                                      -16-
<PAGE>
     6.4 BEST EFFORTS. Subject to the terms and conditions herein provided, each
of the Company,  the Stockholder and SSB agrees to use its best efforts to take,
or cause to be taken,  all  action,  and to do, or cause to be done,  all things
necessary, proper or advisable under applicable laws and regulations,  including
making all  required  submissions  or filings  with  governmental  entities  and
regulatory   bodies,   to  consummate  and  make   effective  the   transactions
contemplated  by this  Agreement.  If, at any time after the Closing  Date,  any
further  action is  necessary  or  desirable  to carry out the  purposes of this
Agreement,  the parties hereto or their officers,  directors or  representatives
shall take all such necessary action. The Company,  the Stockholder and SSB will
execute any  additional  instruments  necessary to consummate  the  transactions
contemplated hereby.

     6.5 CONSENTS. The Company shall obtain, and the Stockholder shall use their
best  efforts to cause the  Company to obtain,  at its  expense,  all  consents,
approvals  and waivers of third parties or  governmental  entities or regulatory
bodies required to transfer the Assets to SSB.

     6.6 PUBLIC ANNOUNCEMENTS. SSB, the Company and the Stockholder will consult
with each other before issuing any press release or otherwise  making any public
statement with respect to the  transactions  contemplated  hereby and shall not,
except as may be  required by law or any listing  agreements  with any  national
securities  exchange,  issue  any such  press  release  or make any such  public
statement without the approval of SSB and the Company.

     6.7 LITIGATION.  From the date hereof through the Closing,  the Company and
the  Stockholder  shall promptly notify SSB of any actions or proceedings of the
type  referred  to in Section 4.9 that from the date  hereof are  threatened  or
commenced against the Company or the Assets,  and of any requests for additional
information or documentary  materials by any  governmental  entity or regulatory
body in connection with the transactions contemplated hereby.

     6.8  CONTINUED  EFFECTIVENESS  OF  REPRESENTATIONS  AND  WARRANTIES  OF THE
COMPANY AND THE STOCKHOLDER.  The  representations  and warranties  contained in
Article IV shall  continue to be true and correct on and as of the Closing  Date
as if  made on the  Closing  Date  and the  Company  and the  Stockholder  shall
promptly notify SSB of any event,  condition or circumstance  occurring from the
date hereof through the Closing Date that would constitute a material  violation
or breach by the Company or the Stockholder of any of such  representations  and
warranties.

     6.10  EXPENSES.  Except as otherwise  provided  herein,  whether or not the
transactions  contemplated  hereby are  consummated,  all  expenses  incurred in
connection with this Agreement and the transactions contemplated hereby shall be
the obligation of the party incurring such expenses.

     6.11 DISCHARGE OF LIABILITIES. From and after the Closing Date, the Company
shall  promptly and fully pay and discharge all  Liabilities  all as they become
due and payable with respect to the  activities  of the Company,  except for the
Assumed  Obligations.   All  Liabilities  shall  be  promptly  paid  other  than
Liabilities contested by the Company in good faith.

                                      -17-
<PAGE>
     6.12 BOOKS AND RECORDS.  Until the later of (i) the  expiration of four (4)
years  from  the  Closing  (and,  if at  the  expiration  thereof  any  judicial
proceeding is in progress, for such longer period as such judicial proceeding is
in progress)  with  respect to books and records of the Company  relating to the
Assets,  other than books and records of the Company  relating to  Asset-related
taxes,  or  (ii)  the  expiration  of the  applicable  statutes  of  limitation,
including any extension or waiver thereof,  with respect to books and records of
the Company  relating  to  Asset-related  taxes,  SSB will  retain,  and, as the
Company may reasonably request,  permit the Company at its expense during normal
business hours and upon reasonable prior written notice to inspect and copy, all
books and records of the Company  that relate to the period prior to the Closing
Date.  No  access  to books  and  records  shall  be  required  if SSB  shall be
prejudiced thereby,  including,  without limitation,  if such access would cause
the  compromise  of a  claim  or  defense,  breach  of an  agreement  respecting
confidentiality or loss of a legal privilege. At any time after the fourth (4th)
anniversary of the Closing Date or, with respect to  Asset-related  tax matters,
the expiration of all applicable statutes of limitation, including any extension
or waiver  thereof,  SSB shall be  permitted  to destroy the books and  records;
provided,  however,  that before  destroying  any of the books and records,  SSB
shall give thirty  (30) days notice  thereof to the Company and give the Company
reasonable opportunity to copy such books and records to be destroyed.

                                   ARTICLE VII

                  CONDITIONS TO CONSUMMATION OF THE ACQUISITION

     7.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY. The respective  obligations of
each party to effect the  transactions  contemplated  hereby are  subject to the
satisfaction,  at or  prior  to the  Closing,  of the  following  condition:  No
statute, rule, regulation, executive order, decree, judgment or injunction shall
have  been  enacted,  entered,  promulgated  or be in  force  by  any  court  or
governmental  authority  which  prohibits or restricts the  consummation  of the
transactions  contemplated hereby;  provided,  however,  that the parties hereto
shall  use their  best  efforts  to have any such  order,  decree or  injunction
vacated.

     7.2 ADDITIONAL  CONDITIONS TO OBLIGATIONS OF THE COMPANY. The obligation of
the Company to effect the  transactions  contemplated  hereby is also subject to
the fulfillment of the following conditions:

     (a) The  representations  and warranties of SSB set forth in this Agreement
shall be true and correct in all material  respects on the date hereof and shall
also be true and correct in all  material  respects on the Closing Date with the
same force and effect as if made on and as of the  Closing  Date,  and SSB shall
have  performed  or  complied  in all  material  respects  with all  agreements,
conditions and covenants  required by this Agreement to be performed or complied
with by them on or before the Closing Date.

                                      -18-
<PAGE>
     (b) There shall be no effective injunction, writ or preliminary restraining
order of any  nature  issued  by a court or  governmental  agency  of  competent
jurisdiction   directing  that  the  transaction  provided  for  herein  not  be
consummated as herein provided.

     7.3 ADDITIONAL  CONDITIONS TO OBLIGATIONS OF SSB. The obligations of SSB to
effect the  transactions  contemplated  hereby are also subject to the following
conditions:

     (A) The  representations  and warranties of the Company and the Stockholder
contained in this Agreement  shall be true and correct in all material  respects
on the date hereof and shall also be true and correct in all  material  respects
on and as at the  Closing  Date with the same force and effect as if made on and
as of the Closing Date, and the Company and the Stockholder shall have performed
or  complied  in all  material  respects  with all  agreements,  conditions  and
covenants required by this Agreement to be performed or complied with by them on
or before the  Closing  Date.  SSB shall  have  received  a  certificate  of the
President  of the  Company and the  Stockholder  in the form of Exhibit B to the
foregoing effect.

     (B) The Company shall have  delivered to SSB a certificate of the Secretary
of the Company,  in the form of Exhibit C,  certifying to the resolutions of the
Board  of  Directors  and  the  Stockholder  of  the  Company   authorizing  the
transactions  contemplated  hereby and certifying that such resolutions have not
been revoked, suspended or amended and remain in full force and effect.

     (C) SSB shall have received, at SSB's expense, the following:

          (I) An owner's extended  coverage policy of title insurance on an ALTA
     form  designated by the Company with respect to the Property,  in each case
     issued on the date of Closing by Chicago Title Insurance Company or another
     title  insurance  company   acceptable  to  counsel  for  SSB  (the  "TITLE
     COMPANY"), a copy of such policy is attached hereto as Exhibit D. Each such
     title insurance policy shall be in an amount  designated by the Company and
     shall insure the Company's  ownership of fee title to the Property  without
     any of the Schedule B standard pre-printed exceptions (other than taxes not
     yet due and payable) and free and clear of Liens and other exceptions to or
     exclusions from coverage other than Real Property Permitted Liens.  Without
     limiting  the  foregoing,  no such title  insurance  policy shall create an
     exception  for or  exclusion  from the  coverage of such policy or from the
     liability  of the Title  Company  on account  of acts or  omissions  of the
     insured  or  facts  known  to the  insured  (or to its  current  or  former
     directors,  stockholders,  partners,  officers,  agents or employees) where
     such acts or omissions occurred,  or where such knowledge was gained, prior
     to the  effective  date of such  title  insurance  policy.  Each such title
     insurance policy shall contain such endorsements, and shall otherwise be in
     form and substance, satisfactory to SSB.

          (II) A  current  survey of the  Property,  in each  case  prepared  in
     accordance  with  current  "Minimum   Standard  Detail   Requirements"  for
     ALTA/ASCM  surveys and in  accordance  with the further  provisions of this

                                      -19-
<PAGE>
     Section.  Each such survey shall be certified to SSB and the Title  Company
     pursuant to a certification in form and substance satisfactory to SSB. Each
     such survey shall otherwise be in form and substance satisfactory to SSB.

          (III) FIRPTA  Affidavit.  An affidavit from the Stockholder,  sworn to
     under penalty of perjury,  setting forth the name,  address and Federal tax
     identification  number of the Stockholder and stating that each Stockholder
     is not a "foreign person" within the meaning of Section 1445 of the Code.

     (d) SSB shall have received from the Company the following:

          (i) all right, title and interest in and to the Assets;

          (ii) a bill of sale, in the form of Exhibit E; and

          (iii) [INTENTIONALLY OMITTED];

          (iv) such other deeds, bills of sale,  endorsements,  title documents,
     assignments  and other good and  sufficient  instruments  of conveyance and
     assignment,  reasonably  satisfactory  in form and substance to SSB and its
     counsel,  as shall be  necessary  for SSB to  consummate  the  transactions
     contemplated hereby; and

          (v)  all  documents  they  may  reasonably  request  relating  to  the
     existence  of the  Company  and  the  authority  of  the  Company  and  the
     Stockholder to enter into this Agreement and to consummate the transactions
     contemplated hereby.

          (vi) All actions,  proceedings,  instruments and documents required to
     carry out this  Agreement  and the  transactions  contemplated  hereby,  or
     incidental  hereto or thereto,  and all other  related  legal matters shall
     have been approved by Crowell Moring.

          (vii) All  approvals,  authorizations  and  consents  required  by the
     Company to consummate the transactions  contemplated hereby shall have been
     obtained on terms and conditions  reasonably  satisfactory to SSB and shall
     be in full  force and  effect,  and SSB  shall  have  been  furnished  with
     appropriate evidence,  reasonably satisfactory to it and its counsel of the
     granting of such approvals, authorizations and consents.

                                  ARTICLE VIII

                             NATURE AND SURVIVAL OF
                         REPRESENTATIONS AND WARRANTIES

     All statements  contained herein or in any  certificate,  schedule or other
document  delivered  pursuant  hereto  shall  be  deemed   representations   and
warranties by the person delivering the same. The representations and warranties
made in this  Agreement  shall survive for a period of eighteen (18) months from

                                      -20-
<PAGE>
the date of the Lease Agreement;  provided, however the representation set forth
in  Section  4.6-The  Assets  shall  survive  for  the  applicable   statute  of
limitations for contracts.

                                   ARTICLE IX

                                 INDEMNIFICATION

     (a) The Company and the  Stockholder  hereby jointly and severally agree to
indemnify  and  hold  harmless  SSB and its  Affiliates  from  and  against  any
Liabilities,  damages,  losses,  claims,  Liens,  costs or  expenses  (including
reasonable  attorneys'  fees) of any  nature  (ANY OR ALL OF THE  FOREGOING  ARE
HEREIN REFERRED TO AS "LOSS") insofar as a Loss (or actions in respect thereof),
whether existing or accruing prior or subsequent to the Closing Date, arises out
of or is based upon (i) any misrepresentation (or alleged  misrepresentation) or
breach (or alleged  breach) of any of the  warranties,  covenants or  agreements
made by the Company and the Stockholder in this Agreement or in any certificate,
Schedule,  document or Exhibit  referenced  hereby or attached hereto,  (ii) the
Company's  ownership,  use or  operation  of the  Assets or the  conduct  of its
business on or prior to the Closing Date,  (iii) the  Liabilities  not expressly
assumed  by  SSB  pursuant  to  this  Agreement  or  (iv)  any  court  or  other
governmental  order or decree that the transfer of the Assets shall be rescinded
as a result of, or pursuant to, the insolvency,  bankruptcy,  reorganization  or
similar event with respect to the Company or the  Stockholder  arising out of or
relating to any  action,  suit to  proceeding  brought  under the United  States
Bankruptcy  Code, or any tax statute or law or any other  similar  provisions of
Federal, State or Common law.

     (b)  SSB  agrees  to  indemnify  and  hold  harmless  the  Company  and the
Stockholder from and against any Liabilities,  damages,  losses,  claims, Liens,
costs or expenses (including  reasonable  attorneys' fees) of any nature (ANY OR
ALL OF THE  FOREGOING  ARE HEREIN  REFERRED TO AS "LOSS")  insofar as a Loss (or
actions in respect thereof), subsequent to the Closing Date, arises out of or is
based upon (i) any  misrepresentation  (or alleged  misrepresentation) or breach
(or alleged  breach) of any of the  warranties,  covenants or agreements made by
SSB in this  Agreement  or (ii)  SSB's  use or  operation  of the  Assets or the
conduct of the business subsequent to the Closing Date.

     (c) No claim  for  indemnification  under  this  Article  IX shall be valid
unless  notice  of the  matter  which  may give  rise to such  claim is given in
writing by those  seeking  indemnification  (THE  "INDEMNITEES")  to the persons
against  whom  indemnification  may be  sought  (THE  "INDEMNITORS")  as soon as
reasonably  practicable  after  such  Indemnitees  become  aware of such  claim,
provided that the failure to notify the Indemnitors  shall not relieve them from
any Liability under this Article IX unless the Indemnitors  shall be irrevocably
prejudiced  thereby  any  shall in no event  relieve  the  Indemnitors  from any
Liability  which  they may have to the  Indemnitees  otherwise  than  under this
Article IX. Such notice shall, to the extent reasonably possible, state that the
Indemnitors  are  required to  indemnify  the  Indemnitees  for a Loss and shall
specify the amount of Loss and the relevant details thereof.

                                      -21-
<PAGE>
     (d) The Indemnitors  shall have the right to settle and to defend,  through
counsel satisfactory to the Indemnitees,  at their expense, any action which may
be brought in connection with all indemnifiable matters subject to paragraph (a)
of this Article IX (A "THIRD PARTY ACTION").  In such event,  the Indemnitees of
the Loss in question and any  successors  thereto  shall permit the  Indemnitors
access to their books and records and otherwise  cooperate with the  Indemnitors
in connection  with such action,  provided that the  Indemnitees  shall have the
right fully to participate in such defense at their own expense.  The defense by
the  Indemnitors  of any  such  action  shall  not be  deemed  a  waiver  by the
Indemnitors   of  their  right  to  assert  a  dispute   with   respect  to  the
responsibility  of the  Indemnitors  with respect to the Loss in  question.  The
Indemnitors  shall have the right to settle or compromise  any claim against the
Indemnitees  without  the  consent of the  Indemnitees  provided  that the terms
thereof provide for the unconditional release of the Indemnitees and require the
payment of monetary damages only. No Indemnitee shall pay or voluntarily  permit
the determination of any Liability which is subject to any such action while the
Indemnitors  are  negotiating  the settlement  thereof or contesting the matter,
except with the prior written  consent of the  Indemnitors,  which consent shall
not be unreasonably  withheld or delayed.  If the Indemnitors shall fail to take
reasonably  timely action to defend any such action,  the  Indemnitees  involved
shall  have the  right to assume  the  defense  thereof  with  counsel  of their
choosing,  at the Indemnitors'  expense, and defend, settle or otherwise dispose
of such action. With respect to any such action which the Indemnitors shall fail
to promptly defend, the Indemnitors shall not thereafter  question the Liability
of the  Indemnitors  hereunder  to  the  Indemnitees  for  any  Loss  (including
reasonable counsel fees and other reasonable expenses of defense).

                                    ARTICLE X

                         TERMINATION; AMENDMENT; WAIVER

     10.1 TERMINATION.  This Agreement and the transactions  contemplated hereby
may be terminated at any time prior to the Closing:

     (a) by mutual written agreement of the Company and SSB;

     (b) by the Company or SSB upon the expiration of the Option  Period,  or if
the Closing  shall not have  occurred on or before the Closing  Date, so long as
the party terminating this Agreement  pursuant to this Section 10.1 has not made
any material  misrepresentation,  materially  breached a covenant,  agreement or
warranty contained herein or failed to satisfy a closing condition;

     (c) by SSB or the  Company,  if (i) the  transactions  contemplated  hereby
shall violate any non-appealable final order, decree or judgment of any court or
governmental  entity or regulatory  body having  competent  jurisdiction or (ii)
there  shall be a  statute,  rule or  regulation  which  makes the  transactions
contemplated hereby illegal or otherwise prohibited; or

                                      -22-
<PAGE>
     (d) by the  Company or the  Stockholder,  on the one hand,  and SSB, on the
other hand, in the event the other makes a material misrepresentation,  breaches
a  covenant,  agreement  or  warranty  set forth in this  Agreement  or fails to
satisfy a  closing  condition,  but such  non-misrepresenting  or  non-breaching
party's  election to terminate shall not limit,  waive or prejudice such party's
remedies at law or in equity.

     In the event this  Agreement is terminated as provided in Section  10.1(a),
(b) or (c), this Agreement  shall become void and of no further force and effect
and no party hereto shall have any further  liability to any other party hereto,
except that  Sections 6.6 and 6.10 shall  survive and continue in full force and
effect notwithstanding termination.

     10.2  AMENDMENT.  This  Agreement  may be  amended  by action  taken by the
Company,  the  Stockholder  and SSB at any time before or after adoption of this
Agreement by the stockholders of the Company.  This Agreement may not be amended
except by an  instrument in writing  signed by or on behalf of the Company,  the
Stockholder and SSB.

     10.3 EXTENSION; WAIVER. At any time prior to the Closing Date, the Company,
the Stockholder or SSB may (i) extend the time for the performance of any of the
obligations  or other acts of the  other;  (ii)  waive any  inaccuracies  in the
representations and warranties contained herein or in any document,  certificate
or writing delivered pursuant hereto or thereto; and (iii) waive compliance with
any of the agreements or conditions  contained herein. Any agreement on the part
of any party to any such extension or waiver shall be valid only if set forth in
an instrument in writing signed by or on behalf of such party.

                                   ARTICLE XI

                                  MISCELLANEOUS

     11.1  ENTIRE  AGREEMENT;  ASSIGNMENT.  This  Agreement,  together  with all
Schedules and Exhibits,  constitutes the entire agreement among the parties with
respect to the subject matter hereof and  supersedes all other prior  agreements
and  understandings,  both written and oral, among the parties or between any of
them with respect to the subject  matter  hereof.  All  references  to Sections,
Exhibits  and  Schedules  shall  be  deemed  references  to such  parts  of this
Agreement  unless  the text  requires  otherwise.  This  Agreement  shall not be
assigned by  operation  of law or  otherwise,  provided  that SSB may assign its
rights and obligations to any  wholly-owned,  direct or indirect,  subsidiary of
SSB, but no such assignment shall relieve the assigning party of its obligations
hereunder if such assignee does not perform such obligations.

     11.2  VALIDITY;  SEVERABILITY.  The invalidity or  unenforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect unless such enforceability causes this Agreement to fail in its essential
purpose.

                                      -23-
<PAGE>
     11.3   NOTICES.   All  notices,   requests,   claims,   demands  and  other
communications  hereunder  shall be in writing  and shall be given or made as of
the date delivered or mailed if delivered in person,  by telecopy,  email, or by
registered or certified mail (postage prepaid,  return receipt requested) to the
respective parties as follows:

      if to SSB:

          Baker's Pride, Inc.
          3400 Mount Pleasant Street
          Burlington, IA
          Attention: Ron Danko
          Fax: 319-753-6485
          email: rdanko@bakersprideco.com

      with a copy to:

          Crowell Moring
          590 Madison Avenue
          New York, New York 10022
          Attention: Paul Pollock, Esq.
          Fax: 212- 223-4134
          email: ppollock@crowell.com

      if to the Company:

          Clear Lake Specialty Products, Inc.

      with a copy to:

          Covahey, Boozer, Devan & Dore P.A.
          11350 McCormick Road
          EP III Suite 400
          Hunt Valley MD  21031
          Attention:  Tom Dore, Esq.
          Fax: 410-296-2131
          email: tdore@mdmtglaw.com

or to such  other  address  as the  person  to whom  notices  is given  may have
previously furnished to the others in writing in the manner set forth above.

                                      -24-
<PAGE>
     11.4 GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Delaware,  regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.

     11.5  DESCRIPTIVE  HEADINGS;  TABLE OF CONTENTS.  The descriptive  headings
herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.  The Table
of Contents preceding this Agreement is not a part hereof.

     11.6 PARTIES IN INTEREST.  This  Agreement  shall be binding upon and inure
solely to the benefit of each party hereto, its successors and assigns.

     11.7  COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  including by facsimile or PDF  signature,  each of which shall be
deemed to be an  original,  but all of which shall  constitute  one and the same
agreement.

     11.8  SPECIFIC  PERFORMANCE.  Irreparable  damage would occur if any of the
provisions of this  Agreement  were not  performed in accordance  with the terms
hereof,  and the parties shall be entitled to specific  performance of the terms
hereof, in addition to any other remedy at law or equity.

                                      -25-
<PAGE>
     IN WITNESS  WHEREOF,  each of the parties has caused this  Agreement  to be
executed  on  its  behalf  by  its  officers   thereunto  duly  authorized,   or
individually,  as the  case  may  be,  all as of the day and  year  first  above
written.

                           THE SOUTH STREET BAKERY, INC.


                           By: /s/ Robert P Brookhart
                              -----------------------------------
                           Name:  Robert P. Brookhart
                           Title: President

                           CLEAR LAKE SPECIALTY PRODUCTS, INC.


                           By: /s/ Rocco Violi
                              -----------------------------------
                           Name:  Rocco Violi
                           Title: President

                           CORBI PROPERTIES, LLC


                           By: /s/ Rocco Violi
                              -----------------------------------
                           Name:  Rocco J. Violi
                           Title: Managing Partner


                                      -26-
<PAGE>
List of Exhibits

Exhibit A     Lease Agreement

Exhibit B     Certificate of President of the Company

Exhibit C     Certificate of Secretary of the Company Board Resolutions

Exhibit D     Title Insurance Policy

Exhibit E     Bill of Sale


                                      -27-
<PAGE>
                            EXHIBIT A-LEASE AGREEMENT

                      See attached copy of Lease Agreement




                                      -28-
<PAGE>
                EXHIBIT B-CERTIFICATE OF PRESIDENT OF THE COMPANY

                             PRESIDENT'S CERTIFICATE
                                       OF
                       CLEAR LAKE SPECIALTY PRODUCTS, INC.

                                   dated as of

                                 August __, 2012

     This  certificate  is delivered  pursuant to Section 7.3(a) of that certain
Option  Agreement (the "Option  Agreement"),  dated August _, 2011, by and among
THE  SOUTH  STREET  BAKERY,  INC,  CLEAR  LAKE  SPECIALTY  PRODUCTS,  INC.  (the
"Company") and CORBI PROPERTIES, LLC. (the "Stockholder").

     I, Rocco Violi, solely in my capacity as President of the Company,  and not
individually,  do hereby  certify on behalf of the Company  and the  Stockholder
that:

     1.   The  representations and warranties of the Company and the Stockholder
          contained in the Option Agreement are true and correct in all material
          respects as of the date  hereof,  and the Company and the  Stockholder
          have  performed  or  complied  in  all  material   respects  with  all
          agreements,  conditions and covenants required by the Option Agreement
          to be performed or complied by them as of the date hereof.

     IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this  President's
Certificate on the date hereof.


                  /s/ Rocco Violi
                  --------------------------------
                  Rocco Violi
                  President

                                      -29-
<PAGE>
      EXHIBIT C - CERTIFICATE OF SECRETARY OF THE COMPANY BOARD RESOLUTIONS

                             SECRETARY'S CERTIFICATE
                                       OF
                       CLEAR LAKE SPECIALTY PRODUCTS, INC.

                                   dated as of

                                 August __, 2012

     This  certificate  is delivered  pursuant to Section 7.3(b) of that certain
Option  Agreement (the "Option  Agreement"),  dated August _, 2011, by and among
THE  SOUTH  STREET  BAKERY,  INC,  CLEAR  LAKE  SPECIALTY  PRODUCTS,  INC.  (the
"Company") and CORBI PROPERTIES, LLC. (the "Stockholder").

     I, Joseph Violi, solely in my capacity as Secretary of the Company, and not
individually,  do hereby  certify on behalf of the Company  and the  Stockholder
that:

     1.   Attached  hereto  as  Exhibit  A is a true  and  correct  copy  of the
          resolutions  of the  Board of  Directors  and the  Stockholder  of the
          Company  authorizing  the  transactions  contemplated  by  the  Option
          Agreement and such  resolutions  have not in any way been rescinded or
          modified and have been in full force and effect  since their  adoption
          to and including the date hereof and are now in full force and effect,
          and such resolutions are the only corporate proceedings of the Company
          to date now in force relating to or affecting the matters  referred to
          herein.

     IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this  Secretary's
Certificate on the date hereof.

                  /s/ Joseph Violi
                  --------------------------------
                  Joseph Violi
                  Secretary

                                      -30-
<PAGE>
                       EXHIBIT D - TITLE INSURANCE POLICY

                   See attached copy of Title Insurance Policy


                                      -31-
<PAGE>
                             EXHIBIT E- BILL OF SALE

     This BILL OF SALE,  dated  August __, 2012,  is executed  and  delivered by
CLEAR LAKE SPECIALTY  PRODUCTS,  INC., an Iowa corporation (THE "COMPANY"),  and
CORBI PROPERTIES, LLC, an Iowa limited liability company, (THE "STOCKHOLDER") in
favor of THE SOUTH STREET BAKERY, INC, a Delaware corporation ("SSB")

                               W I T N E S S E T H

     WHEREAS,  the  Company,  the  Stockholder  and SSB have  entered  into that
certain  Option  Purchase   Agreement,   dated  August  __,  2011  (the  "OPTION
AGREEMENT"),  pursuant to which the Company and the Stockholder are obligated to
sell, convey,  transfer,  assign and deliver to SSB the Assets and Property each
defined therein; and

     WHEREAS,  capitalized  terms not  defined  herein  shall have the  meanings
ascribed to them in the Option Agreement.

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency  of  which  is  hereby  acknowledged,  and  pursuant  to the  Option
Agreement, the parties hereto hereby agree as follows:

     1.   The  Company  and  the   Stockholder   have   received  a  payment  of
          $____________.

     2.   The Company and the Stockholder hereby sell, convey, transfer,  assign
          and deliver to SSB, free and clear of all Liens and liabilities  other
          than Real Property  Permitted Liens all of the Company's right,  title
          and interest in and to the Assets and Property.

     3.   The Company and the Stockholder  hereby constitute and appoint SSB and
          its  successors and assigns as the attorney in fact of the Company and
          Stockholder,   with  full  power  of  substitution  to  institute  and
          prosecute,  in the name of the  Company  and the  Stockholder,  but on
          behalf of and for the benefit of SSB,  all  proceedings  which SSB may
          deem desirable to collect, assert or enforce any claim, right or title
          of any  kind  in or to the  Assets  and  Property  and to  defend  and
          compromise  any and all actions,  suits or  proceedings  in connection
          with the Assets and Property.  The Company and the  Stockholder  agree
          that the  foregoing  powers are coupled  with an interest  and are and
          shall be irrevocable  by the Company and  Stockholder in any manner or
          for  any  reason   (including   dissolution  of  the  Company  or  the
          Stockholder).

     4.   The Company and the Stockholder  shall execute and deliver to SSB such
          other  instruments  of  sale,  transfer,  conveyance,  assignment  and
          confirmation,  provide such  materials and  information  and take such
          other  actions as SSB may  reasonably  deem  necessary or desirable in
          order to more  effectively  transfer,  convey and assign to SSB and to
          confirm SSB's title to the Assets and the Property,  and , to the full
          extent  permitted by law, to put SSB in actual  possession and control

                                      -32-
<PAGE>
          of the Assets and Property and to assist SSB in exercising  all rights
          with  respect  thereto,  and  otherwise  to cause the  Company and the
          Stockholder to fulfill their  obligations  under this Bill of Sale and
          the Option Agreement.

     5.   This  Bill of Sale is the  Bill  of  Sale  referred  to in the  Option
          Agreement and is subject to the terms and conditions  thereof,  all of
          which are incorporated herein by reference.

     6.   This Bill of Sale  shall be binding  upon and inure to the  benefit of
          the parties hereto and their respective  successors and assigns.  This
          Bill of Sale shall be governed by and construed in accordance with the
          laws of the  State of  Delaware,  regardless  of the laws  that  might
          otherwise  govern  under  applicable  principles  of conflicts of laws
          thereof.

     7.   This  Bill  of  Sale  may be  executed  in two or  more  counterparts,
          including by facsimile or PDF signature, each of which shall be deemed
          to be an original,  but all of which shall constitute one and the same
          instrument.

     IN WITNESS WHEREOF,  each of the parties has caused this Bill of Sale to be
executed  on  its  behalf  by  its  officers   thereunto  duly  authorized,   or
individually,  as the  case  may  be,  all as of the day and  year  first  above
written.

                           THE SOUTH STREET BAKERY, INC.


                           By:
                              -----------------------------------
                           Name:
                           Title:

                           CLEAR LAKE SPECIALTY PRODUCTS, INC.


                           By:
                              -----------------------------------
                           Name:
                           Title:


                           CORBI PROPERTIES, LLC

                           By:
                              -----------------------------------
                           Name:
                           Title:


                                      -33-