exhibit 10.2


    Exhibit 10.2

    
 

    CONTRACT
      FOR THE PURCHASE AND SALE OF REAL ESTATE

    


    


    Subject
      to the terms and provisions contained herein, Steak n Shake Operations, Inc.,
      an
      Indiana corporation ("Seller"), hereby agrees to sell and convey Kelley
      Operations, Inc., a North Carolina corporation, having its principal office
      at
      4020 Waterford Drive, Charlotte, North Carolina 28226, and/or its permitted
      assigns ("Purchaser"), and Purchaser hereby agrees to buy and pay for that
      certain real property situated in the City of Greenville, Greenville County,
      South Carolina, containing approximately 1.07 acres of land, more or less,
      more
      particularly described on Exhibit "A"attached hereto and made a
      part hereof, along with all improvements located thereon (collectively the
      "Real
      Estate").

    


    This
      Contract is executed upon the following terms and conditions:

    


    1. Purchase
      Price.
      The
      Purchase Price for the Real Estate shall be One Million One Hundred Twenty
      Seven
      Thousand Eight Hundred Dollars ($1,127,800). The Purchase Price shall be payable
      at Closing (as hereinafter defined), in cash, by cashier’s or certified check,
      or by wire transfer of immediately available funds, subject to prorations and
      adjustments as hereinafter set forth.

    


    2. Independent
      Contract Consideration.
      Upon
      complete execution of this Contract, Purchaser shall pay to the order of Seller
      Independent Contract Consideration (so called herein) in the amount of $100.00
      as consideration for Seller’s entering into this Contract. The Independent
      Contract Consideration is not refundable and shall be retained by Seller
      notwithstanding any other provisions of this Contract.

    


    3. Survey.
      Within
      five (5) days following the Effective Date, Seller, at Purchaser’s sole cost and
      expense, shall order an update of that ALTA survey prepared by AOS, Inc. dated
      June 26, 2000 and having a last revision date of August 15, 2000 as Project
      No.
      048, to show all improvements located on the Real Estate (the "Survey").


    


    The
      Survey shall contain a certification from the surveyor or engineer to Purchaser,
      the Title Company and any lender designated by Purchaser. Purchaser shall
      reimburse Seller for the cost of the Survey at Closing.

    


    4. Title
      Commitment.
      As of
      the date hereof, Purchaser, at Seller’s sole cost and expense, has ordered an
      update of Chicago Title Insurance Company Title Policy currently in effect
      (No.
      NBU-00192011067164) (the "Title Commitment") issued through Chicago Title
      Insurance Company, 3700 Forest Drive, Suite 201, Columbia, S.C. 29204 (the
      "Title Company"), setting forth the status of title of the Real Estate and
      all
      exceptions, including rights-of-way, easements, restrictions, covenants,
      reservations and other conditions, if any, affecting the Real Estate with true,
      legible copies of all instruments referred to in the Title Commitment affecting
      title to the Real Estate, not already in Seller’s possession and delivered
      pursuant to Section 5 hereof.

    


    5. Additional
      Information.
      Within
      fifteen (15) days following the Effective Date, Seller, at Seller’s sole cost
      and expense, shall furnish to Purchaser, to the extent available, all
      engineering studies, surveys, soil tests, environmental reports or studies
      and
      any contracts which affect the operation of this restaurant.. Purchaser
      acknowledges and agrees that foregoing documents will be delivered to Seller
      without any warranties as to their accuracy or completeness.

    


    6. Review
      of Title and Survey.
      Purchaser
      shall have a period (the "Inspection Periodæ) ending ninety (90) days after the
      Effective Date in which to notify Seller of any objections Purchaser has to
      any
      matters shown or referred to in the Title Commitment or the Survey hereto
      failing which Purchaser waives its right to raise such objections and title
      shall be deemed satisfactory. In the event Purchaser notifies Seller of any
      unacceptable exceptions or conditions ("Unacceptable Condition(s)"), Seller
      shall have five (5) days thereafter in which to notify Purchaser whether Seller
      will eliminate or modify such Unacceptable Condition(s) or conditions. In the
      event Seller does not respond within such 5-day period, Seller will be deemed
      to
      have declined to eliminate or modify such Unacceptable Condition(s). If Seller
      does not opt to eliminate or modify such condition, Purchaser may (i) waive
      such
      Unacceptable Condition(s) and proceed to Closing; (ii) terminate this Agreement
      (subject to Section
      17);
      or
      (iii) attempt to resolve the Unacceptable Condition(s) at Purchaser’s sole cost
      and expense, with Seller’s cooperation provided Seller shall not be required to
      incur any costs. 

     

    7. Inspection.
      At all times during the Inspection Period, Purchaser, its agents,
      representatives and designees (including prospective tenants, occupants and
      users of the Real Estate and their agents and representatives) shall have the
      right to enter on the Real Estate to conduct any investigations (including
      without limitation review of any POS equipment), soil tests, environmental
      assessments and engineering and feasibility studies as may be deemed necessary
      or advisable in connection with the purchase or use of the Real Estate; provided
      that Purchaser gives Seller’s representative, Gary Smith (407) 947-0988, not
      less than twenty four (24) hours advanced notice (by telephone) of each such
      entry provided that Purchaser’s entry upon the Real Estate shall not, in
      Seller’s judgement, interfere with the use and operation of Seller’s restaurant.
      Any entry upon the Real Estate by or on behalf of Purchaser shall be subject
      to
      such reasonable rules, regulations, standards and conditions as Seller may
      impose and (without limitation) may be conditioned upon Purchaser’s delivery to
      Seller of proof of any insurance coverage that Seller may be reasonably require.
      Purchaser shall deliver to Seller, promptly
      upon receipt by Purchaser and in any event within five (5) days after the
      termination of this Contract, pursuant to this
      Section,
      a true
      and complete copy of each inspection report or summary, survey, engineering
      study, soil test report, environmental report, or written result of such
      inspection, investigation, study or test conducted by or on behalf of Purchaser
      in connection with a study or investigation made during the Inspection Period,
      without any representation or warranty from Purchaser as to the accuracy or
      completeness of such reports. Promptly after each entry onto the Real Estate,
      Purchaser shall restore the Real Estate to substantially the same condition
      as
      it was in prior to such entry. Purchaser’s obligation to deliver copies of
      report, summaries, surveys, and test results as provided in this Section and
      Purchaser’s obligation to restore the Real Estate as aforesaid shall survive the
      termination of this Agreement or the Closing hereunder (whichever is to
      occur).

    


    Purchaser
      shall indemnify and hold Seller harmless, and, at Seller’s option, defend Seller
      from and against any and all losses, costs, liens, damages, claims, suits,
      actions, liabilities, and expenses (including reasonable attorneys’ fees and
      court costs) incurred by Seller in connection with or arising in any way out
      of
      Purchaser’s entry upon the Real Estate pursuant to this Section. Purchaser’s
      obligations pursuant to this Section shall survive a period of one (1) year
      after the termination of this Contract or Closing hereunder (whichever is to
      occur). 

     

    If
      it
      should be determined by Purchaser, on or before the end of the Inspection
      Period, in Purchaser’s sole discretion and judgment, that the Real Estate is not
      suitable for the purposes for which Purchaser intends to utilize the Real
      Estate, Purchaser shall submit a list of those issues limiting the suitability
      of the Real Estate, including issues regarding machinery, equipment, furniture
      and fixtures located at the Real Estate, to Seller in the same manner that
      Purchaser shall submit notice of Unacceptable Conditions pursuant to Article
      6
      and, similarly, Seller shall have the opportunity to respond in the same manner
      within the same time period set forth in Article 6 for Unacceptable Conditions.
      If Seller does not opt to eliminate or modify such the issues raised in this
      notice, Purchaser may (i) waive such issue(s) and proceed to Closing; or (ii)
      terminate this Agreement (subject to Section 17). 

    


    8. [Intentionally
      Deleted].
      

    


    9. Closing
      Date and Place.
      The
      Closing (so called herein) hereunder shall take place at 10:00 a.m. at the
      offices of the Title Company ten (10) days after the expiration of the
      Inspection Period.

    


    10. Seller’s
      Representations and Warranties. Seller represents
      and warrants to Purchaser to the best of Seller’s knowledge, which for purposes
      of this section shall refer to the actual knowledge of Michael T. Crowley,
      Associate Counsel - Director Real Estate Law and/or Bradley Manns - Vice
      President Franchising, without the benefit of nor obligation to make an
      independent investigation, as follows:

    


    
      	a.  	
              Seller
                has and, at the time of Closing, will have good and indefeasible
                fee
                simple title to the Real Estate, free and clear of any and all
                encumbrances and title exceptions other than the Permitted
                Exceptions.

            


    

    


    
      	b.  	
              There
                are no adverse parties in possession of the Real Estate or any part
                thereof and no parties in possession of any portion of the Real Estate
                as
                lessees, tenants at sufferance or trespassers; and no party has been
                granted any license, lease or other right relating to the use or
                possession of the Real Estate.

            


    

    


    
      	c.  	
              There
                is no pending or threatened condemnation or similar proceeding affecting
                the Real Estate or any part thereof, nor is any such proceeding
                contemplated by any governmental
                authority.

            


    

    


    
      	d.  	
              There
                is no pending or threatened litigation, actions or proceedings against
                Seller arising out of Seller’s ownership of the Real Estate which could
                adversely affect the ability of Seller to perform any of its obligations
                hereunder or the use of the Real Estate by
                Purchaser.

            


    

    


    
      	e.  	
              Seller
                has not received notice from any governmental, quasi-governmental
                agency
                or owner association requiring the correction of any condition with
                respect to the owner association requiring the correction of any
                condition
                with respect to the Real Estate, or any part thereof, by reason of
                a
                violation of any federal, state, county or city statute, ordinance,
                code,
                rule or regulation or stating that any investigation has been commenced
                or
                is contemplated regarding any of the
                foregoing.

            


    

    


    
      	f.  	
              Seller
                has full power and authority to enter into this Contract and to perform
                its obligations under this Contract. The execution, delivery and
                performance of this Contract and the transactions contemplated hereby
                have
                been duly authorized and approved and no other actions or proceedings
                on
                its part are necessary to authorize the execution, delivery or performance
                of this Contract. This Contract constitutes the legal, valid and
                binding
                obligations of Seller enforceable in accordance with its
                terms.

            


    

    


    
      	g.  	
              Seller
                is not a foreign person as defined in Section 1445 of the Internal
                Revenue
                Code of 1986, as the same may have been or may hereafter be amended,
                or
                the regulations promulgated
                thereunder.

            


    

    


    
      	h.  	
              Seller
                is in possession of all licenses, permits and other governmental
                approvals
                necessary to operate a "Steak N Shakeæ restaurant at this
                location.

            


    

    


    Purchaser’s
      obligation to close this Contract shall be contingent on the above
      representations and warranties also being true and correct on the Closing
      Date.

    


    


    11. AS-IS;
      No Implied Representations. Seller and Purchaser
      acknowledge and agree that except as otherwise may be specifically and expressly
      provided herein, or in the special warranty deed, neither party has made any
      representations or warranties or agreements to, or on behalf of the other party
      as to any other matter concerning this Contract, the Real Estate, the present
      use thereof, or the suitability of the Real Estate for Purchaser’s intended use.
      Purchaser hereby acknowledges that pursuant to Section 6 and 7 hereof, Purchaser
      is entitled to and shall make its own independent inspection and investigation
      of the Real Estate and, in entering into this Contract, Purchaser represents
      and
      warrants to Seller that it intends to rely solely on such inspection and
      investigation of the Real Estate. ACCORDINGLY, BUYER IS NOT RELYING AND SHALL
      NOT BE ENTITLED TO RELY UPON ANY REPRESENTATIONS OR WARRANTIES OF SELLER OR
      ANY
      PRINCIPAL, AGENT, PARTNER, OFFICER, DIRECTOR, ATTORNEY, EMPLOYEE, BROKER, OR
      OTHER REPRESENTATIVE OF SELLER, AND, AT THE CLOSING UNDER THIS AGREEMENT, BUYER
      SHALL ACCEPT CONVEYANCE OF THE REAL ESTATE IN ITS "AS-IS", "WHERE- ISæ CONDITION
      AS OF THE CLOSING DATE WITH ALL FAULTS WITOUT ANY REPRESENTATION OR WARRANTY
      WHATSOEVER FROM SELLER, EXCEPT AS EXPRESSLY CONTAINED HEREIN, OR IN THE SPECIAL
      WARRANTY DEED. NO AGREEMENT, WARRANTY, COVENANT, OR REPRESENTATION, UNLESS
      EXPRESSLY SET FORTH HEREIN OR IN THE DEED SHALL BIND SELLER. 

    


    12. Risk
      of Loss.
      Risk
      of
      all loss, destruction or damage to the Real Estate or any portion thereof,
      from
      any and all causes whatsoever until consummation of the Closing shall be borne
      by Seller. In the event of damage by fire or other casualty or a taking by
      condemnation or similar proceedings or actions of all of the Real Estate, or
      any
      portion of the Real Estate which, at Purchaser’s sole discretion, is material to
      the use of the remainder, Purchaser shall have the option to terminate this
      Contract upon written notice to Seller, and neither Purchaser nor Seller shall
      have any further right or obligation hereunder. Should Purchaser elect not
      to
      exercise its option as provided hereunder, then the Contract shall remain in
      full force and effect and Seller shall assign or pay to Purchaser at Closing
      Seller's interest in and to all insurance proceeds, condemnation awards or
      proceeds from any such proceedings or actions in lieu thereof.

    


    13. Seller’s
      Obligations at Closing.
      At
      the
      Closing, Seller shall deliver or cause to be delivered to Purchaser, at Seller’s
      sole cost and expense, each of the following items:

    


    
      	a.  	
              A
                special warranty deed duly executed and acknowledged by Seller, conveying
                to Purchaser good, marketable fee simple title in the Real Estate,
                subject
                only to the Permitted Exceptions.

            


    

    


    
      	b.  	
              A
                non-foreign person affidavit sworn to by Seller as required by Section
                1445 of the Internal Revenue Code. In the event that (i) Seller fails
                to
                deliver the affidavit at Closing; or (ii) Seller delivers the affidavit
                but Purchaser has actual knowledge that the affidavit is false; or
                (iii)
                Purchaser receives notice that the affidavit is false from any agent
                of
                Purchaser or Seller, then Purchaser shall be entitled to withhold
                from the
                Purchase Price a sum equal to ten percent (10%) of the total amount
                which
                otherwise would have been realized by Seller from such sale, which
                sum
                will be paid by Purchaser to the United States Treasury pursuant
                to the
                requirements of Section 1445 of the Internal Revenue Code and the
                regulations promulgated thereunder.

            


    

    


    
      	c.  	
              An
                ALTA Owner’s Policy of Title Insurance based on the updated Title
                Commitment (the "Owner’s Policy") in the amount of the Purchase Price for
                the Real Estate issued by the Title Company, insuring good and marketable
                fee simple title to the Real Estate in Purchaser, subject only to
                the
                Permitted Exceptions and the standard printed
                exceptions.

            


    

    


    
      	d.  	
              Such
                evidence or documents as may be reasonably required by the Title
                Company
                evidencing the status and capacity of Seller and the authority of
                the
                person or persons who are executing the various documents on behalf
                of
                Seller in connection with the sale of the Real
                Estate.

            


    

    


    


    


    


    14. Purchaser’s
      Obligations at Closing.
      At
      the
      Closing, Purchaser shall deliver to Seller the following items:

    


    
      	a.  	
              The
                Purchase Price in full, subject to any prorations or other adjustments
                contained in this Contract by means of a wire transfer or immediately
                available funds at Closing or by a bank cashier’s check made payable to
                the Title Company; and

            


    

    


    
      	b.  	
              Such
                evidence or documents as may reasonably be required by the Title
                Company
                evidencing the status and capacity of Purchaser and the authority
                of the
                person or persons who are executing the various documents on behalf
                of
                Purchaser in connection with the purchase of the Real
                Estate.

            


    

    


    15. Prorations
      and Costs.
      Ad
      valorem taxes for the then current year shall be prorated at the Closing
      effective as of the Closing Date. If the Closing shall occur before the tax
      rate
      is fixed for the then current year, the proration of taxes shall be based upon
      taxes for the prior year and adjusted for the year of closing when they become
      finally determined with such settlement to be made within ten (10) days after
      the date taxes are finally determined. Seller shall be responsible for any
      and
      all taxes related to the Real Estate for years prior to Closing due to a change
      in land usage or ownership. Seller shall also be responsible for any and all
      transfer taxes and documentary stamps and/or recording fees payable on account
      of transfer of title to the Real Estate to Purchaser. Charges made by the Title
      company for its services shall be divided equally between. the
      parties.

    


    16. Brokerage
      Commission.
      Seller
      represents and warrants to Purchaser that Seller has not engaged nor utilized
      the services of any broker or other professional, who can make a claim for
      a
      fee, commission or other compensation as the result of the consummation of
      the
      transaction contemplated herein. Except as otherwise provided in this Section,
      Seller agrees to indemnify and hold harmless Purchaser against any claims or
      losses resulting from a breach of the preceding representation and warranty.
      Purchaser represents and warrants to Seller that Purchaser has not engaged
      or
      utilized the services of any broker or other professional who can make a claim
      for a fee, commission or other compensation as the result of the consummation
      of
      the transaction contemplated herein. Purchaser agrees to indemnify and hold
      harmless Seller against any claims or losses resulting from a breach of the
      preceding representation and warranty. The provision of this Section shall
      survive Closing for a period of one (1) year.
      

    


    17. Termination
      by Purchaser.
      If this
      Contract is terminated by Purchaser pursuant to Section
      6 or Section 7,
      or by
      mutual agreement of the parties, the Earnest Money shall be immediately returned
      to Purchaser by the Title Company, and the parties shall have no further
      obligations to one another except those provisions which survive closing or
      the
      termination of the Contract by their express terms.

    


    18. Seller’s
      Default.
      In
      the
      event of Seller’s default hereunder, Purchaser may, at Purchaser’s option, and
      as Purchaser’s sole and exclusive remedy, either: (i) terminate this Contract by
      giving written notice from Purchaser to Seller; or (ii) enforce specific
      performance hereunder.

    


    19. Purchaser’s
      Default.
      In
      the
      event that Purchaser shall fail to consummate this Contract for any reason,
      except Seller’s default or the termination of this Contract pursuant to any
      right of termination given to Purchaser herein, Seller, shall have the right
      to
      terminate this Contract by notice to Purchaser; or pursue any legal remedies.
      

    


    20. Notice.
      All
      notices, demands, or other communications of any type (herein collectively
      referred to as "Noticesæ) given by Seller to Purchaser or by Purchaser to
      Seller, whether required by this Contract or in any way related to the
      transaction contracted for herein, shall be in writing and shall be deemed
      delivered when actually received, or, if earlier and whether or not actually
      received, (i) if delivered by courier or in person, when left with any person
      at
      the address reflected below, if addressed as set forth below, (ii) if by
      overnight courier service (such as, by way of example but not limitation, U.S.
      Express Mail or Federal Express) with instructions for delivery on the next
      business day, one (1) business day after having been deposited with such
      courier, addressed as reflected below, and (iii) if delivered by mail, three
      (3)
      days after being deposited in a Post Office or other depository under the care
      or custody of the United States Postal Service, enclosed in a wrapper with
      proper postage affixed (as a certified or registered item, return receipt
      requested), addressed as follows:

    


    To
      Purchaser:  Kelley
      Operations, Inc., 

    4020
      Waterford Drive; 

    Charlotte,
      North Carolina 28226

    Attn.:
      Michael Kelley

    To
      Seller:  Steak
      n
      Shake Operations, Inc.

    500
      Century Building

    36
      South
      Pennsylvania Street

    Indianapolis,
      Indiana 46204-3648

    Attention:
      Michael T. Crowley, 

    Associate
      Counsel - Director Real Estate Law

    Phone:
      (317) 656-4498

                 
Fax:
      (317) 633-5455

    


    


    21. Unit
      Franchise Agreement Contingency.
      Seller
      and Purchaser acknowledge that they have entered into this Contract to transfer
      title to the Real Estate so that Purchaser can operate the Restaurant located
      thereon as a franchisee of Seller pursuant to that Unit Franchise Agreement
      ("UFA") of even date herewith. The parties further acknowledge that if the
      UFA
      is terminated, for any reason, before the consummation of the transaction
      contemplated herein, this Contract shall terminate immediately. 

    


    22. Governing
      Law and Venue.
      This
      Contract shall be construed in accordance with the laws of the State of Indiana
      and any court action arising out of this Contract shall be brought in Marion
      County, Indiana.

    


    23. Capacity.
      Except
      as
      hereinafter provided, each person executing this Contract hereby represents
      and
      warrants that he has the authority to do so and that his signature shall bind
      the entity for which he signed. Each party hereto shall provide the other party
      and the Title Company with such documentation as the Title Company or
      Purchaser’s or Seller’s attorney deems necessary to evidence the authority of
      that party to perform the actions contemplated herein.

    


    24. Timing.
      Time
      is
      of the essence of this Contract. For purposes hereof, the "Effective Date"
      of
      this Contract shall be the date both parties are in receipt of a fully-executed
      original of the Contract. If the date that the performance of any obligations
      arising hereunder, or the date upon which any notice shall be given, is a
      Saturday, Sunday or any legal holiday under the laws of the State of South
      Carolina, then such date shall be extended to the next business day immediately
      succeeding such Saturday, Sunday or legal holiday.

    


    25. Attorney’s
      Fees and Costs.
      In
      the
      event either party hereto files a suit to enforce this Contract or any
      provisions contained herein, the party prevailing in such action shall be
      entitled to recover, in addition to all other remedies or damages, its costs,
      including reasonable attorney’s fees, incurred in such suit.

    


    26. Assignability.
      This
      Contract may be assigned by Purchaser without the consent of Seller, and upon
      such assignment Purchaser shall be relieved of all duties and obligations
      hereunder and Seller shall thereafter look solely to Purchaser’s assignee for
      the performance of Purchaser’s obligations hereunder.

    


    27. Gender.
      Where
      required for proper interpretation, words in the singular shall include the
      plural and the masculine gender shall include the neuter and the feminine gender
      and vice versa.

    


    28. Headings.
      The
      descriptive headings of the several Sections contained in this Contract are
      inserted for convenience only and shall not control or affect the meaning or
      construction of any of the provisions hereof.

    


    29. Complete
      Agreement.
      This
      Contract embodies the complete agreement between the parties hereto and cannot
      be varied or terminated except by written agreement of the parties.

    


    30. Withdrawal
      of Offer.
      Purchaser
      must accept this Contract by signing and returning a fully executed copy of
      the
      same to Seller at the address provided in Section
      20
      within
      ten (10) days from the date of its receipt hereof, or this offer may, at
      Purchaser’s option, be deemed to be withdrawn.

    


    31. [DELETED].

    


    32. Removal
      from Market.
      Upon the
      full execution of this Contract, Seller hereby agrees that it shall not solicit
      offers for the purchase, lease or development of the Real Estate from any
      parties other than Purchaser or its assigns, while the Contract is in
      effect.

    


    33. Counterparts.
      This
      Contract may be executed in any number of counterparts, each of which will
      be
      deemed to be an original and all of which will be identical and, when taken
      together, shall constitute one and the same instrument and the agreement of
      the
      parties hereto.

    


    34. Good
      Faith and Fair Dealing.
      The
      parties agree to deal with each other fairly and in good faith including
      executing any documents reasonably necessary to effectuate the intent of this
      Contract.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXECUTED
      on this, the 16th day of December, 2005, by Purchaser. 

    


    
      	 	 	 	 	
              Kelley
                Operations, Inc., a North Carolina corporation
                

            


    

    


    


    By:   
      /s/    Wayne L. Kelley

    Title:__President__________________________________

    


    


    EXECUTED
      on this, the 16th day of December, 2005, by Seller.

    


    


    STEAK
      N SHAKE OPERATIONS, INC., an Indiana corporation

    


    


    By:
      ___/s/ David C. Milne___________________________________

    Name:
      _____/s/ David C. Milne____________________________

    Title:
      _____General Counsel, Secretary________

    


    RECEIPT
      BY TITLE COMPANY 

     

    This
      Contract has been received by the Title Company this, the 16th day of December,
      2005; and the undersigned agrees to abide by all provisions contained herein
      regarding the disposition of the Earnest Money.