exv10w1



 






	 	 	 	 	 



Exhibit 10.1




UNIVERSAL FIELD SERVICES, INC.

14677 Midway Road, Suite 115

Addison, TX 75001




	 	 	 	 	 
	June 15, 2007
	 	 	 	 
	 
	 	 	 	 
	Mr. William H Oyster, President

	 	County: Dallas
	 	 
	DGSE Corporation

	 	Highway No. IH 635 @ 35E	 	 
	2817 Forest Lane

	 	Location:	 	 
	Dallas, TX 75234

	 	Project No. 8118-01-034	 	 
	 

	 	ROW CSJ No. 2374-01-052	 	 
	 

	 	District Dallas	 	 
	 

	 	Parcel No. 22	 	 






Dear Mr. Oyster:



You have indicated a willingness to sign a deed for a portion of your property on behalf of DGSE
Corporation (Owner); being a 18,443 square feet tract of land which is situated at 2817 Forest
Lane, in the City of Dallas, Dallas County, Texas, being a part of the Issac B. Webb survey,
Abstract No. 1574, being further situated in Block Number 6589, official number of the City of
Dallas, being part of a tract of land described to DGSE Corporation as recorded in Volume 87235,
Page 4525, Deed Records of Dallas County, Texas (D.R.D.C.T), and being more particularly described
by metes and bounds on the attached Exhibit A.



It is important to confirm this agreement in order to avoid any possible misunderstanding as to the
details of the purchase or the process by which the Texas Department of Transportation (TxDOT) will
make payment. The payment of $1,299,898.00 as herein agreed will constitute full payment to be
made by TxDOT for the property to be conveyed to the State.



TxDOT and the Grantor have agreed to the following provisions.



Until
payment is made by TxDOT, title and possession of the property to be conveyed remains with
the Owner. The Owner shall bear all risk of loss to any and all such property prior to such
payment. Either the Owner or TxDOT shall have the right to terminate this agreement.



The payment of the amount herein stated and the terms provided constitute the only promises,
consideration and conditions of this purchase; and no other promises, consideration or conditions
have been signified or implied, save and except any benefits which may accrue under the State’s
Relocation Assistance Program and the mutual benefits to be derived by the Owner and TxDOT from the
signing of this agreement.



The State, without cost to the Owner, will pay the cost of recording all instruments conveying
title to the State.




 









 







It is understood and agreed by all parties as follows:





	 	1.	 	The Escrow Officer is authorized to deduct from the Owners proceeds, an amount
sufficient to cover the amount of prorated taxes due up to the date of closing.
	 
	 	2.	 	The Owner must provide the Title Company a Corporate Resolution by the Board of
Directors of DGSE Corporation authorizing the current transaction, naming the officers
authorized to execute the necessary instrument(s).
	 
	 	3.	 	Owner agrees to secure the required and fully executed Release of Lien from the
Mortgage Holder and deliver said document to Fidelity Title Company
at least (15) days prior to the close of escrow. The Escrow Officer will review the said document
and the close of escrow will proceed accordingly.
	 
	 	4.	 	Owner to retain the following improvements: Steel Sign Poles, Trade Sign(s),
Miscellaneous Lights and AC Units. Owner agrees and understands that the Owner
shall remove improvement(s) by January 7, 2008. In the event that Owner fails for
any reason to remove said improvement(s) within the time herein provided for title
to said improvement(s) including the portion or portions thereof located on the
Owners remaining property, shall vest in the State of Texas, all for the same
Consideration recited above.
	 
	 	5.	 	Universal Field Services, Inc. will continue to provide ongoing relocation
advisory Assistance regarding the (ODA) Outdoor Advertising Sign owned by Federal Health
Sign Company. All claims for relocation shall be filed with the agency no later than
18 months after the date if displacement or from the date the final payment is received
for the real estate.




Owner understands and agrees that it will be necessary for the State to enter upon the remaining
property out of which the above-described property was conveyed for the purpose of removing that
portion of the above-described improvements, which are located on such Owner’s remaining property.
Owner herby authorizes the State, its agents or assigns, to enter upon such remaining property of
the Owner as a result of such entry and removal of said improvement(s).



In consideration of the State’s allowing Owner to occupy the herein described land after its
acquisition by the State, Owner agrees that such occupancy shall terminate no later that January 7,
2008, subject, however to such written extensions of times as the State may grant. Such extensions
will be granted only upon a showing by Owner of extenuating circumstances, which in the sole
reasonable opinion of the State will justify such extension.



Owner agrees that such occupancy shall be for its benefit exclusively, and the Owner acknowledge
that the said occupancy hereunder shall be for its sole benefit and that no payment has been made
or is to be made to the State for use of such premises, and that any attempt to assign such
benefit, or to lease, rent, sublet, or in any manner suffer or permit occupancy of the land or
improvements thereon by a third party shall automatically suspend the operation of the provision,
and the State shall then have immediate right of possession.




 









 







With respect to any improvements located upon said land, title to which is to acquired by the
State, Owner shall make every reasonable effort to keep such improvements in good repair and shall
exercise such diligence as may be necessary to protect same from damage. Owner shall continue to
maintain adequate Casualty Insurance and Fire Loss policies through the period of Owner’s
occupancy.



Owner acknowledges that it is occupying the premises “AS IS” with all faults. Owner hereby waives
any and all causes of action, claims, demands, damages and liens based on any warranty, expressed
or implied, including but not limited to implied warranty of suitability for a particular purpose.



It is suggested that you carefully review the proposed Right of Way Deed and satisfy yourself as to
is provisions. With your signing of this agreement and execution of the deed the State will
proceed with the issuance of a State warrant which will be made out jointly to you and to Fidelity
Title Company, agent for the Texas Department of Transportation.



This company has been designated as the State’s closing agent and is responsible to see that TxDOT
obtains clear title. It will not endorse the warrant and make payment until clear title is
secured. At the same time, you have the right to withhold endorsement of the warrant and not
accept payment until you are fully satisfied on all details of the transaction.




	 	 	 	 	 
	 

	 	Sincerely,	 	 
	 
	 	 	 	 
	 

	 	/s/ Cheryl W. Bennett
 

	 	 
	 

	 	Cheryl W. Bennett, SR/WA	 	 
	 

	 	Regional Manager for Texas Projects	 	 
	 

	 	Universal Field Services, Inc.	 	 
	 

	 	On behalf of The Texas Department of	 	 
	 

	 	Transportation	 	 





I (We) fully understand the Texas Department of Transportation proposal as contained in the
agreement and hereby acknowledge receipt of the brochure entitled “Relocation Assistance.”



I (We) understand that relocation assistance benefits are handled entirely separate from and in
addition to this transaction and agree that my (our) execution of the Right of Way Deed is based on
this understanding.



DGSE CORPORATION



BY:




	 	 	 
	/s/ William H. Oyster
 


	 	 
	William H. Oyster, President     SSN or FEI