Exhibit 10.3



Exhibit 10.3


Portions
of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities
and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted
portions are indicated with the notation [***]


REAL ESTATE PURCHASE
CONTRACT


THIS CONTRACT is made and
executed as of the 3rd day of May, 2005, by and between BK PROPERTIES, LLC, a Missouri limited
liability company (“Buyer”), and GOLD BANK, a Kansas corporation
(“Seller”).


For and in consideration of
mutual covenants, Buyer and Seller hereby agree as follows:


SECTION 1. THE PROPERTY.


For the price and upon and
subject to the terms, conditions and provisions herein set forth, Seller shall sell and convey to Buyer and
Buyer shall purchase from Seller the following property (collectively, the
“Property”):


(a)  The
land in the City of Kansas City,  Missouri,  located at 800 W. 47th Street  described in
Exhibit A attached hereto and incorporated herein by reference (the “Land”);


(b) The
buildings,  structures and improvements, located on the Land (the  “Improvements”);


(c) All
right, title and  interest of Seller now owned or acquired by Seller prior to the Closing
Date in  and to (i) all public and private streets, roads, avenues, alleys and
passageways, opened or proposed, in front of or abutting the Land, (ii) any  award made
or to be made and any unpaid award for damage to the Land by reason  of any change of
grade of any such street, road, avenue, alley or passageway,  and (iii) any strips or
gores of land adjoining the Land; and


(d) All
and singular the  estates, rights, privileges, easements and appurtenances belonging or
in any way  appertaining to the Land and the Improvements, including any parking rights
to  fifty (50) parking spaces located in the parking garage adjacent to the premises
currently leased pursuant to that certain lease (the “Lease”),  by and
between [***] and Seller, dated December 3, 2003, and any rights  relating to the
drive-through bank facility, if any.


It
is understood by the parties hereto that this Contract is conditioned upon
Seller entering into a Real Estate Purchase Contract between [***] and
Seller, pursuant to Seller’s option to purchase the Property under the
Lease.


SECTION 2. EARNEST MONEY AND PURCHASE PRICE.


A. Deposit.
Buyer  shall within three (3) days after execution and delivery of this Agreement,
deposit with Assured Quality Title Company, 1001 Walnut Street, Kansas City,  Missouri
64106 (the “Title Company”), the sum of $50,000 as an  earnest money
deposit, which the Title Company shall collect and deposit in a  fully insured,
interest-bearing account. Such sum, together with all interest  earned thereon, is herein
called the “Deposit”.


	 
	









B.  Purchase
Price.  The  purchase  price for the Property  (“Purchase  Price”)
shall be Twelve  Million  Three Hundred Sixty  Thousand and NO/100 Dollars
($12,360,000).  On the Closing Date the Deposit shall be paid  to Seller as part of the
Purchase  Price,  and Buyer shall pay the balance of the Purchase  Price,  adjusted as
herein provided, by a federal wire transfer of funds.


SECTION 3. DEED.


On
the Closing Date, Seller shall sell and convey to Buyer good and marketable
title to the Land and Improvements (“Real Property”) by special
warranty deed in the form reasonably prescribed by Buyer (the “Deed”),
subject to all matters of record (other than deeds of trust) and such facts as
would be disclosed by an accurate survey (the “Permitted
Exceptions”). Title to the Real Property as aforesaid shall be insured
by the Title Company as provided in Section 5. The Property shall be sold
“as is, where is” without any warranties or representations as to the
physical condition of the Property.


SECTION 4. SURVEY.


Seller, at its sole cost and
expense, shall within ten (10) days from exercise of Seller’s option with its landlord, deliver to Buyer
any existing survey of the Property. Buyer shall be responsible, at its expense, for updating the survey if it
elects or is required to do so by the Title Company. The survey as and if updated is hereinafter (the
“Survey”).


SECTION 5. TITLE INSURANCE.


A. Commitment and Title
Policy. Seller shall, at Seller’s sole expense, provided that Buyer shall pay any Title Company
charge in excess of normal market rates within the Kansas City metropolitan area (except with respect to the
endorsements), within ten (10) days from the exercise of Seller’s option with its landlord, obtain and
deliver to Buyer and to the surveyor a title insurance commitment (the “Commitment”) issued
by the Title Company, pursuant to which the Title Company shall agree to issue to Buyer, at Seller’s sole
expense, an owner’s policy of title insurance (the “Title Policy”) acceptable to Buyer
(except that the standard exceptions relating to survey matters, rights of parties in possession,
mechanic’s liens, easements or claims of easements not of record, and taxes and assessments not shown by
the public records, shall be eliminated), in the amount of the Purchase Price, insuring marketable fee simple
title to the Real Property in Buyer upon recording of the Deed, subject only to the Permitted Exceptions and
no other matters. Seller shall cause the Title Company to deliver to Buyer, with the Commitment, complete and
legible copies of all exception documents listed in the Commitment. The Title Policy shall include:


(1) The following endorsements,
all of which shall be in form and substance satisfactory to Buyer in its sole discretion and shall be issued
at Buyer’s expense:


	 
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(a) An
access endorsement  insuring that the Land has direct access to Madison Avenue;


(b) A
legal description  endorsement insuring that the legal description of the Land in
Schedule A of the  Title Policy is accurate and correctly describes the land shown on the
Survey;


(c) A
survey endorsement  insuring that the land described in the Title Policy is the same as
the land  described and depicted in the Survey; that the Survey accurately depicts the
insured land and improvements thereon and all easements and rights-of-way to  which said
land is subject, shows the proper dimensions of the boundaries of  said land and said
easements and rights-of-way, and correctly reflects the  absence of any encroachments or
easements not expressly set forth in the Title  Policy; and that the foundations of the
Buildings are within the lot lines and  applicable set-back lines;


(d) A tax
lot endorsement  affirmatively insuring that the Land consists of one or more separate
tax lots  and is assessed separately from all other property;


(e) Such
other  endorsements as Buyer may request after receipt of the Survey, the Commitment  and
legible copies of all of the exception documents.


B.  Seller’s
Title  Documents.  Seller shall, at Seller’s sole expense,  execute,
acknowledge and deliver  or cause to be executed,  acknowledged and delivered to the
Title Company,  on or before the Closing Date, such  affidavits  and other  documents as
the Title Company shall  customarily  require in Missouri as a condition to  issuance of
the Title Policy in the form herein provided (collectively, "Seller’s Title
Documents").


SECTION 6. TITLE AND SURVEY
DEFECTS.


A. Seller’s
Obligation to Cure. If the Survey or the Commitment, as initially issued or  as
redated to the Closing Date, shall disclose exceptions other than the  Permitted
Exceptions, or, if any title or survey matter is otherwise  unacceptable to Buyer, Buyer
shall notify Seller in writing prior to the  expiration of the Investigation Review
Period. Seller shall attempt to remove  such exceptions or title or survey matters as are
susceptible of being removed  or to otherwise cure such matters prior to the Closing
Date, provided, however  that Seller shall not be obligated to expend any funds in
connection therewith,  except for monetary liens or encumbrances for ascertainable
amounts which have  been created or assumed by Seller. Title or survey matters shall be
considered  as removed or cured. if Seller secures the agreement of the Title Company to
issue the Title Policy to Buyer as herein provided without making exception for  the same.


B. Buyer’s
Remedies for Failure to Cure. If Seller does not so remove or cure such  exceptions
or title matters as Seller is obligated to cure pursuant to Section  6A above, then Buyer
shall have the option, as its sole remedy hereunder, of  either (1) completing this
transaction and accepting such title as Seller is  able to convey, without reduction of
the Purchase Price (unless such exceptions  or matters are liens or encumbrances for
ascertainable amounts, in which event  the amounts thereof shall be deducted from the
Purchase Price), or (2)  terminating this Contract, in which event the Deposit shall be
returned to Buyer  and neither party shall have any further obligation to the other
hereunder;  PROVIDED, HOWEVER, that no such waiver or termination of this Contract shall
diminish Buyer’s rights or remedies in the event Seller has (i) willfully  refused
to execute and deliver any documents or instruments required by this  paragraph, by
paragraph B of Section 5 of this Contract or by any other  provision of this Contract, or
(ii) otherwise breached or defaulted in its  obligations hereunder.


	 
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SECTION 7. INVESTIGATION BY BUYER.


A. Due
Diligence  Material. Within five (5) days after exercise by Seller of its option to
purchase, Seller shall furnish to Buyer all documents, records and information  in Seller’s
possession or available to Seller relating to the Property  referenced in Exhibit
“B” attached hereto and incorporated  herein by reference (collectively,
“Due Diligence Material”).  Buyer shall maintain the confidentiality of
all Due Diligence Material during  its investigation except with respect to disclosures
to its professional  advisers and inspectors.


B. Investigation
by  Buyer. Buyer and its agents and designees shall have the right, at  reasonable
times and upon reasonable notice to Seller during the period  beginning with the
Effective Date and ending on June 24, 2005 (the  “Investigation Review Period”),
to go upon the Property for the  purpose of inspecting the same and making such tests,
studies, investigations,  inquiries, projections and examinations (the “Investigations”)
as Buyer shall deem necessary; provided, however, Buyer’s access to the  Property
shall be subject to the rights of tenants, shall be during normal  business hours and
shall not interfere with the operation of the Property as an  office building. Buyer and
Seller shall confirm in writing the date upon which  Buyer received the last to be
received of the Due Diligence Material. Upon  completion of such Investigations, Buyer
shall, at its sole expense, cause the  Property to be restored to substantially the same
condition it was in prior to  such entry, and shall indemnify and hold Seller harmless of
and from all claims  for bodily injury or property damage which may be asserted against
Seller by  reason of the activities of Buyer or its agents and designees during the
Investigations. Notwithstanding anything contained in this Contract to the  contrary, the
foregoing Covenant shall survive the closing hereunder and the  termination or expiration
of this Contract.


C. Termination
by  Buyer. Buyer may, in Buyer’s sole and absolute discretion, terminate  this
Contract for any reason, whether or not related to the condition of the  Property, by
written notice thereof to Seller on or before 12:00 p.m. on the  date of expiration of
the Investigation Review Period. If Buyer so elects to  terminate this Contract, neither
party shall have any further obligations or  liability under this Contract after the date
of such notice and the Deposit  shall be returned to Buyer. If Buyer does not so elect to
terminate this  Contract, Buyer shall be irrevocably committed to waive all conditions
precedent  and to close the transaction contemplated herein in accordance with the terms
of  this Contract.


SECTION 8. REPRESENTATIONS AND
WARRANTIES OF SELLER.


Seller represents and warrants
to Buyer the following as of the date hereof and as of the Closing Date:


A. Consents.
That Seller has obtained all consents and permissions related to the transactions
contemplated by this Contract and all agreements, instruments and documents herein
provided to be executed or  caused to be executed by Seller (“Other Agreements”)
which are required under any covenant, agreement,  encumbrance, law or regulation to
which Seller, any assets of Seller or the Property (or any part thereof) are  subject.


	 
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B. Liens.
That Seller will keep the Property free and clear of all liens, claims and demands,
including  mechanic’s liens, in connection with work performed on the Property or
any part thereof by Seller and  materials provided in connection with such work, where
such work was performed or contracted for or such  materials were provided or contracted
for on or before the Closing Date by Seller, and in the event of the  filing of any such
lien, Seller shall promptly and with due diligence (and in all events prior to the
earlier  of thirty (30) days after the notice of filing of the same or 10 days prior to
the commencement of any  foreclosure or other enforcement proceeding with respect
thereto) secure the release of the same by bonding or  otherwise cause the Title Company
to insure over the same under the Title Policy.


C. Management.
That to and including the Closing Date the Property will be managed in accordance with
prudent management standards.


D. Status
of  Seller. That this Contract and the Other Agreements are duly authorized,
executed and delivered by and binding upon Seller; that Seller has the capacity  and
authority to enter into this Contract and the Other Agreements to be  executed by Seller
and to consummate the transactions herein and therein  contemplated, and nothing
prohibits or restricts the right or ability of Seller  to close the transactions
contemplated herein and in the Other Agreements and to  carry out the terms hereof and
thereof; and that neither this Contract nor any  of the Other Agreements, nor anything
provided in or contemplated by this  Contract or any of the Other Agreements, does now or
shall hereafter breach,  invalidate, cancel, make inoperative or interfere with, or
result in the  acceleration of maturity of, any mortgage, contract, agreement, lease,
easement,  right or interest affecting or relating to Seller, any assets of Seller or the
Property.


E. Litigation;
Condemnation. That there are no actions, suits or proceedings pending, or to the best
knowledge of Seller, threatened, before or by any judicial body or any governmental
authority, against or  affecting Seller or the Property; and that to the best knowledge
of Seller, there is no existing, proposed or  contemplated eminent domain or similar
proceeding which would affect the Real Property in any way whatsoever.


F. FIRPTA.
That Seller is not a “foreign corporation”, “foreign partnership” or
“foreign estate” as those terms are defined in the Internal Revenue Code of
2086, as amended, and  that Seller will furnish to Buyer such further assurances with
respect to this representation and warranty as  Buyer shall reasonably request.


G. LEASES.
Seller  shall not enter into any new Leases or other agreements affecting the Property
without Buyer’s prior written consent, provided that the foregoing shall  not apply
to the Lease to be entered into between Seller and Buyer as described  in Section
14(A)(2)(n). Buyer will not unreasonably delay its approval after  receipt of information
about lease terms and conditions, full credit information  about the proposed tenant, and
validation that the lease is in conformance with  market rents for the proposed project.


	 
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H.  Seller’s
Contract.  Seller is  simultaneously  entering  into a  contract  with the  current
owner of the Property to purchase the Property  (the  "Seller’s
Contract"),  and Seller  hereby  agrees not to  terminate the Seller’s Contract
without prior written notice to Buyer.


Notwithstanding
anything contained in the Contract to the contrary, the representations and
warranties contained in this Section 8 shall survive the Closing for a period of
one (1) year, and unless legal action is filed against Seller prior to the
expiration of such one (1) year period, Seller’s liability with respect
thereto shall terminate.


SECTION 9. TAXES AND ASSESSMENTS.


Seller
shall pay all real estate taxes and current installments of assessments, of
whatever kind, accruing against the Property prior to the year in which the
Closing occurs. All real estate taxes, sewer rents and taxes, current
installments of assessments and charges, or any other governmental tax or
charge, levied or assessed against the Property for the year in which the
Closing occurs (irrespective of when such taxes, assessments and charges are due
and payable), including, without limitation, that year’s installment (both
principal and interest) of any special assessments which are encumbrances
permitted hereunder and which are due and payable in the year in which the
Closing occurs, shall be prorated between Buyer and Seller as of the Closing
Date based upon the latest available information. In the event such prorations
are based upon estimates or information for the current year is not available,
then the parties shall make equitable adjustments post closing as soon as the
current actual information becomes available.


SECTION 10. CLOSING COSTS.


A. Seller’s
Costs. Seller shall pay the cost of (1) all federal, state and local documentary
stamps and transfer, sales and other taxes relating to the sale and conveyance of the
Property, if any, (2)  recording all instruments to be recorded in connection with such
sale and conveyance, (3) the Commitment and  Title Policy, excluding endorsements, (4)
Seller’s Title Documents, (5) one-half the Title Company’s  fee for acting as
escrow agent in connection with this transaction (“Escrow Fee”), if any,
(6) all other certificates, instruments and documents which Seller is required to deliver
or cause to be  delivered, (7) without limitation, performance by Seller of all of its
obligations hereunder, including any  prepayment penalties required to discharge any
existing encumbrance on the Property, and (8) its legal fees  and expenses.


B. Buyer’s
Costs. Buyer shall pay the cost of (1) one-half the Escrow Fee, if any, (2) The Phase
I  Environmental Report, (3) the update of any survey, (4) the endorsements to the Title
Policy, (5) all  certificates, instruments and documents which Buyer is required to
deliver or cause to be delivered, (6)  without limitation, performance by Buyer of all of
its obligations hereunder, (7) its legal fees and expenses  and (8) any other closing
costs.


C. Closing
Adjustments. The following adjustments shall be made at the Closing:


(i) Taxes
and assessments as set forth in Section 9 of this Contract.


(ii) A
proration of the collected rents (including, without limitation, payments or
reimbursements for operating expenses, common area costs, insurance and real estate and
personal property taxes), vending machine revenues (if any), utilities, and all other
income and operating expenses relating to the Property shall be made between Seller and
Buyer as of the Closing Date, with Seller being responsible for the expenses and entitled
to the revenues accrued or applicable to the period before the Closing Date, and Buyer
being responsible for the expenses and entitled to the revenues accrued or applicable to
the period on or after the Closing Date.


	 
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(iii) If at
any time any of the amounts to be apportioned under this Section 10 C hereof cannot be
calculated with complete precision because the amount or amounts of one or more items
included in such calculation are not then known, such calculations shall be made on the
basis of a reasonable estimate by Seller and Buyer of the amount or amounts of the item or
items in question, based upon the previous amounts paid therefore with respect to the
Property, if any; provided, however, the real estate tax proration shall not be adjusted
after the Closing Date to account for any difference between the 2004 real estate taxes
and the 2005 real estate taxes.


(iv) With
respect to any rents (including without limitation reimbursement obligations for operating
expenses, common area costs, insurance, or real estate and personal property taxes) for
any given tenant, due but not paid as of the Closing Date or becoming due after the
Closing Date but pertaining to the period before the Closing Date (collectively,
Seller’s Tenant Reimbursements”), Buyer shall forward any such amounts received
by Buyer directly to Seller, but all rent, including such reimbursement obligations, paid
after the Closing Date, by or for any given tenant shall be credited first to amounts
payable by said tenant with respect to the period on and after the Closing Date. The
parties further agree with respect to Seller’s Tenant Reimbursements as follows:


(a)
Schedule 10C attached  hereto and incorporated herein contains a summary of Seller’s
Tenant  Reimbursements incurred during the 2004 calendar year and being billed to
tenants during the 12-month period ending in February, 2006. Notwithstanding  anything
seemingly to the contrary herein, Buyer shall pay at the Closing the  full amount of its
share (as tenant under the Lease) of Seller’s Tenant  Reimbursement for the 2004
calendar year.


(b) Buyer
shall use  commercially reasonable efforts to collect Seller’s Tenant
Reimbursements,  which efforts shall not include any obligation of Buyer to file suit or
engage  third parties to collect such amounts. The Assignment of Leases delivered to
Buyer at the Closing shall reserve the right of Seller to collect Seller’s  Tenant
Reimbursements from tenants who fail to pay the same, but Seller shall  not be permitted
to terminate leases or evict tenants.


(c) The
parties hereby  agree to cooperate with each other and to exchange information necessary
for  Buyer to bill tenants for operating expense escalations for the 2005 calendar  year
and to prorate such amounts, if any, between Buyer and Seller. Once such  proration is
determined, Seller’s portion shall constitute Seller’s  Tenant Reimbursements
subject to the terms of this Section 10 C(iv).


(v) Seller
shall pay to Buyer the amount of all damage, escrow or security deposits collected or
received by Seller with respect to any tenants of the Property, which must be repaid to
any such tenants pursuant to any leases or any applicable statute, without deduction or
set off.


	 
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SECTION 11. CONDEMNATION.


If,
prior to the Closing Date, all or any part of the Property shall be condemned by
governmental or other lawful authority, Buyer shall have the option of either
(a) completing this transaction, in which event (i) there shall be no reduction
of the Purchase Price, (ii) Seller shall have no duty to repair or restore,
(iii) Seller shall pay to Buyer all condemnation proceeds received by Seller
with respect to such condemnation, (iv) Seller shall assign to Buyer all rights
of Seller in and to such condemnation proceeds, and (v) Seller shall furnish to
Buyer such documents, cooperation and assistance as Buyer requires to enforce
the rights of Seller with respect thereto; or (b) canceling this Contract, in
which event the Deposit shall be returned to Buyer and neither party shall have
any further obligation to the other hereunder.


SECTION 12. CERTIFICATES AND OTHER ASSURANCES.


Seller
shall furnish the following to Buyer on or before the Closing Date:


A. Estoppel
Certificates. Estoppel certificates  executed and acknowledged by all parties to
existing easement agreements, leases, operating agreements,  declarations and other
agreements relating to the Property designated by Buyer, all of which shall be in form
and substance satisfactory to Buyer and its lender. The form of estoppel for tenants is
attached hereto as  Exhibit C. Notwithstanding the foregoing, Buyer’s sole
right and remedy for the failure of Seller  to obtain any such estoppel certificate shall
be to terminate this Contract during the Investigation Review  Period.


B. Closing
Certificate. A certificate of Seller, dated as of the Closing Date, confirming
(without  exception or qualification) that (1) Seller is in full compliance with all of
its obligations under this  Contract, and (2) all of the representations and warranties
of Seller contained in this Contract are true and  correct as of the Closing Date as if
made on and as of the Closing Date.


C. Further
Instruments and Assurances. Such other and further documents, instruments,
certificates and  assurances as shall be reasonably required to consummate the
transactions contemplated by this Contract.


SECTION 13. CONDITIONS PRECEDENT.


This
Contract and all obligations of Buyer hereunder are expressly conditioned on the
following conditions  precedent being in effect or complied with on and as of the Closing
Date, and Seller covenants that it will  use its reasonable efforts to cause such
conditions to be in effect or complied with on such date:


A. Condition
of Title. The Commitment, as redated to the Closing Date, shall not disclose any new
exceptions to title except the Permitted Exceptions and the Title Company shall be
prepared to issue the Title  Policy to Buyer in the form required by Section 5
immediately upon recording of the Deed.


	 
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B. Environmental
Notices. Seller shall not have received any Environmental Notices since the
expiration  of the Investigation Review Period.


C. Condition
of  Property. The Property and each part thereof shall be in the same condition and
repair, subject to normal  wear and tear as existed at the expiration of the
Investigation Review Period. Immediately prior to Closing,  Buyer shall have the right to
make such inspections of the Property or any part thereof as Buyer may deem  desirable,
for the express purpose of determining if this condition has been satisfied.


D. No
Default. Seller shall not be in default in respect of any of its material obligations
under this  Contract.


E. Actions
Against Seller. There shall be no action, suit or other proceeding pending against
Seller  which would interfere with Seller’s ability to execute this Contract or to
carry out Seller’s  obligations hereunder, and no action, suit or other proceeding
shall be pending or threatened against Seller  before any court or governmental agency
(including any such action, suit or proceeding pending or threatened  at the date of this
Contract) which presents a risk of the imposition of any liability on Buyer, whether for
damages, rescission, injunctive relief, contempt or otherwise, if the purchase of the
Property pursuant to  this Contract is closed.


F. Seller’s
Representations and Warranties. Seller’s representations and warranties set
forth  in Section 8 shall remain true and correct in all material respects.


G. Deliveries
by Seller. Seller shall have executed and delivered or caused to be executed and
delivered to Buyer and/or the Title Company, as herein provided, all documents,
instruments and information  required to be delivered by Seller as herein provided.


H. Other
Obligations of Seller. Seller shall have complied with all of its other obligations
under this  Contract.


If
any one or more of the conditions precedent hereinabove set forth shall not be
in effect or complied with on the Closing Date, Buyer shall have the option, as
its sole remedy, of either (a) waiving compliance with any one or more of said
conditions precedent and closing this transaction, or (b) canceling this
Contract, in which event the Deposit shall be returned to Buyer and neither
party shall have any further obligation to the other hereunder. Buyer may at any
time and from time to time, at Buyer’s election, waive anyone or more of
the foregoing conditions precedent, but any such waiver shall be effective only
if contained in a writing signed by Buyer. No such waiver shall diminish
Buyer’s rights or remedies in the event (i) this transaction does not close
and Seller has willfully (x) refused to execute and deliver the documents
required hereunder to close the transaction contemplated hereby, or (y) taken
any action which renders impossible the satisfaction of any such condition by
the Closing Date, or (z) otherwise breached or defaulted in its material
obligations hereunder, or (ii) this transaction closes and Seller breaches or
defaults in any of its obligations to be performed after the Closing Date. If
for any reason any item required to be delivered to Buyer or the Title Company
hereunder shall not be delivered when required, Seller shall nevertheless remain
obligated to deliver the same to Buyer or the Title Company, and nothing
(including the closing of the transaction contemplated hereunder) except a
specific written waiver shall be deemed a waiver of any such requirement.


	 
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Portions of
this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities
and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted
portions are indicated with the notation [***]


Notwithstanding
any other provision of this Contract to the contrary, if the transaction fails
to close for any reason, Seller shall have the right to terminate this Contract
for failure of a condition precedent. This Contract shall be contingent upon the
closing of the purchase of the Property by Seller from [***], provided
Seller shall not default under the terms of its Contract to purchase the
Property and shall comply with its obligations and notice requirements
thereunder, so long as Buyer is not in default hereunder.


SECTION 14. CLOSING.


A. Closing
Date.  Provided all conditions to closing set forth in this Contract have been
satisfied or waived by Buyer and Seller, and this Contract has not been  terminated by
either party in accordance with provisions herein set forth, the  transaction
contemplated herein shall be closed July 8, 2005 or such other date  as is mutually
agreeable to Seller and Buyer. Such date for the closing of title  is herein called the
“Closing Date” or such occurrence is  called the “Closing” or
“closing”.


B.  Closing
Procedure.  The transaction  contemplated  herein shall be closed in escrow through
the Title  Company in accordance with the following procedure:


(1) Closing
Statements. Not less than three (3) days prior to the Closing Date, Seller  shall
prepare and deliver to Buyer a preliminary closing statement for each  party, showing all
amounts due from each party, including all closing costs and  expenses computed as set
forth in this Contract. Such closing statement shall be  subject to Buyer’s review
and approval.


(2) Delivery
of  Documents by Seller. On or before the Closing Date, Seller shall deliver or
cause to be delivered to the Title Company the following, all of which documents  shall
be duly executed and, if required, acknowledged and otherwise in proper  form for
recording:


(a) Payoff
letters of all  mortgages, deeds of trust and other financing instruments affecting the
Property, sufficient to delete same from Buyer’s and Buyer’s  lender’s
title policies.


(b) The
Deed.


(c) Seller’s
Affidavit. A customary Seller’s Affidavit in the form reasonably required  by the
Title Company.


(d)
Authority Documents.  Evidence reasonably satisfactory to the Title Company of Seller’s
authority  to consummate the sale contemplated herein and of its due organization,
existence and good standing.


	 
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(e) Such
other documents,  instruments, certificates and assurances as shall be required by the
provisions  of this Contract, including estoppel certificates and the closing
certificate,  subordination, nondisturbance and attornment agreements from tenants if
required  by Buyer’s lender, subject to the terms of any such tenant leases (Buyer
acknowledging that Seller is not required to compel execution of any of such  items by
tenants if the terms of their respective leases do not require such  execution).


(f) Seller’s
closing  statement.


(g) Such
escrow  instructions to the Title Company as Seller shall desire, which shall not be
inconsistent with the provisions of this Contract (“Seller’s  Instructions”).


(h) Bill
of Sale  conveying the items of personal property set forth on Exhibit D in form
reasonably acceptable to Buyer.


(i)
Assignment of Leases reasonably acceptable to Buyer.


(j)
Assignment and  Assumption of any Service Contracts reasonably acceptable to Buyer.


(k)
Original tenant  leases, tenant correspondence, tenant construction documents, building
plans and  specifications, vendor contracts and originals of all Due Diligence Material.


(l) FIRPTA
Certificate.


(m) Tenant
Notices.  Notice from Seller to the tenants of the Property of the sale of the Property
to  Buyer in form reasonably acceptable to Buyer.


(n)
Lease,  in the form  attached  hereto as Exhibit “E”,  between  Seller,  as
Tenant, and Buyer, as Landlord.


(3) Deliveries
by  Buyer. On or before the Closing Date, Buyer shall deliver or cause to be
delivered to the Title Company the following, all of which documents shall be  duly
executed and, if required, acknowledged and otherwise in proper form for  recording:


(a) By
federal wire  transfer of funds to the Title Company’s escrow account, an amount
equal to  (i) the balance of the Purchase Price due at closing, adjusted as herein
provided, plus (ii) the aggregate amount of closing costs for which Buyer is  responsible
as provided herein, all as shown on Buyer’s closing statement.


(b) Such
instruments and  documents relating to the organization, existence and authority of Buyer
as the  Title Company shall require.


(c) Buyer’s
closing  statement.


	 
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(d) Such
escrow  instructions to the Title Company as Buyer shall desire, which shall not be
inconsistent with the provisions of this Contract (“Buyer’s  Instructions”).


(e)
Lease,  in the form  attached  hereto as Exhibit "E",  between  Seller,  as
Tenant, and Buyer, as Landlord.


(4) Closing
Effected. The parties shall obtain the advice of the Title Company as to  whether it
is in a position to (a) cause the Deed to be immediately recorded in  the real estate
records, and (b) immediately issue the Title Policy to Buyer. If  the Title Company shall
advise affirmatively on the foregoing matters, then the  parties shall instruct the Title
Company to proceed to close the escrow in  accordance with Seller’s Instructions and
Buyer’s Instructions.


SECTION 15. POSSESSION.


Exclusive
possession of the Property (subject to the Permitted Exceptions and tenant
leases and the Lease between Seller and Buyer) shall be delivered to Buyer on
the Closing Date.


SECTION 16. ACCESS BY BUYER.


Buyer
and its agents and designees shall have the right, at reasonable times and upon
reasonable notice to Seller, to go upon the Property for the purpose of
inspecting the same and making such tests, inquiries and examinations as Buyer
shall deem necessary.


SECTION 17. BROKERAGE.


A. Seller
hereby  represents and warrants that it has not engaged the services of any real estate
agent, broker or firm in connection with the Property or this real estate  transaction.
Seller hereby agrees to defend, indemnify and hold Buyer harmless  from any and all loss,
cost or expense from any claim for real estate commission  made by any agent, broker or
firm whose services were in any way engaged by  Seller in connection with the Property or
this transaction.


B. Buyer
hereby  represents and warrants that it has not engaged the services of any real estate
agent, broker or firm in connection with the Property or this real estate  transaction
except Block & Company, to which Buyer shall pay a commission  pursuant to separate
agreement. Buyer hereby agrees to defend, indemnify and  hold Seller harmless from any
and all loss, cost or expense from any claim :for  real estate commission made by any
agent, broker or firm engaged by Buyer in  connection with the Property or this
transaction.


SECTION 18. DEFAULT.


A. If
Seller has  performed its obligations under this Contract, and if at any time Buyer
defaults  in performing its obligations under this Contract, then in such event Seller
shall give Buyer written notice of the default (sending a copy of the notice to  Title
Company). If the default is not cured by Buyer within twenty days of the  date of the
notice, Seller shall have the right to cancel this Contract and  retain the Deposit as
liquidated damages, which sum the parties agree is a  reasonable sum, considering all the
circumstances existing on the date of this  Contract, including the relationship of the
sum to the range of harm to Seller  that reasonably could be anticipated and the
anticipation that proof of actual  damages would be costly or inconvenient. Seller hereby
expressly waives the  remedy of specific performance and agrees that Seller’s sole
remedy for  Buyer’s default hereunder which results in termination of this Contract
shall be liquidated damages as set forth herein.


	 
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B. If Buyer has complied with
all of its obligations under this Contract, and if at any time Seller defaults in the performance of its
obligations under this Contract, then in such event Buyer shall give Seller written notice of the default
(sending a copy of the notice to Title Company). If Seller does not cure the default within twenty days of the
date of the notice, then the Deposit shall be returned to Buyer (unless Buyer seeks the remedy of specific
performance) and Buyer shall have the right to pursue its legal remedies against Seller, including without
limitation, the right of specific performance.


SECTION 19. SURVIVAL.


All warranties, representations,
covenants, obligations and agreements contained in this Contract shall survive the closing hereunder and the
transfer and conveyance of the Property and any and all performances hereunder. All warranties and
representations shall be effective regardless of any investigation made or which could have been
made.


SECTION 20. ATTORNEYS’
FEES.


If either party obtains a
judgment against the other party by reason of a breach of this Contract, a reasonable attorneys’ fee as
fixed by the court shall be included in such judgment.


SECTION 21. LEASING COMMISSIONS AND
LEASING COSTS; "AS IS" SALE.


A. Seller shall be responsible
for all leasing commissions and other leasing costs attributable to leases at the Property, and any renewals,
extensions, or expansions thereof, due and payable prior to Closing. Buyer shall be responsible for all
leasing commissions and other leasing costs attributable to leases at the Property and any renewals,
extensions, or expansions thereof due and payable subsequent to Closing.


	 
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B. BUYER
ACKNOWLEDGES AND  AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES
AND  DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE SPECIAL WARRANTY OF  TITLE
AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF  ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,  PAST, PRESENT OR
FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE,  NATURE, QUALITY OR
CONDITION OF THE PROPERTY INCLUDING, WITHOUT LIMITATION, THE  WATER, SOIL AND GEOLOGY,
(B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE  SUITABILITY OF THE PROPERTY FOR
ANY AND ALL ACTIVITIES AND USES WHICH BUYER OR  ANY TENANT MAY CONDUCT THEREON, (D) THE
COMPLIANCE OF OR BY THE PROPERTY OR ITS  OPERATION WITH ANY LAWS, RULES, ORDINANCES OR
REGULATIONS OF ANY APPLICABLE  GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY,
MERCHANTABILITY,  MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE
PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY,
INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK  OF
REPAIR OF THE PROPERTY, INCLUDING (1) ANY ASBESTOS FOUND IN CONNECTION WITH  THE
REMODELING OF BATHROOMS AND IN OTHER AREAS IN THE PROPERTY AND NOT  PREVIOUSLY DISCLOSED
IN THE 1997 ENVIRONMENTAL REPORT PREPARED BY  ________________, (2) ANY ITEMS SET FORTH
ON SCHEDULE 21(B) ATTACHED HERETO AND  INCORPORATED HEREIN BY THIS REFERENCE, AND (3) ANY
ITEMS DISCLOSED, DEPICTED  AND/OR ENUMERATED ON THAT CERTAIN SURVEY, PREPARED BY GEORGE
BUTLER ASSOCIATES,  INC., DATED JUNE 20, 2005, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL
PROTECTION,  POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS,
INCLUDING THE EXISTENCE ON THE PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED  BELOW), OR
(I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, EXCEPT AS SET  FORTH IN SECTION 8
ABOVE. ADDITIONALLY NO PERSON ACTING ON BEHALF OF SELLER IS  AUTHORIZED TO MAKE, AND BY
EXECUTION HEREOF, BUYER ACKNOWLEDGES THAT NO PERSON  HAS MADE, ANY REPRESENTATION,
AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR  PROMISE REGARDING THE PROPERTY OR THE
TRANSACTION CONTEMPLATED HEREIN; AND NO  SUCH REPRESENTATION, WARRANTY, AGREEMENT,
GUARANTY, STATEMENT OR PROMISE, IF  ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER
SHALL BE VALID OR BINDING  UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. BUYER FURTHER
ACKNOWLEDGES AND  AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY,
BUYER IS  RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY
INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND AGREES TO ACCEPT THE  PROPERTY AT
THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER  (INCLUDING BUT NOT LIMITED
TO ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM  OR RELATED TO THE PROPERTY OR TO ANY
HAZARDOUS MATERIALS ON THE PROPERTY. BUYER  FURTHER ACKNOWLEDGES AND AGREES THAT ANY
INFORMATION PROVIDED OR TO BE PROVIDED  WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A
VARIETY OF SOURCES AND THAT  SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR
VERIFICATION OF SUCH  INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY,
TRUTHFULNESS OR  COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY
MANNER BY  ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO
THE  PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER,
CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. BUYER FURTHER ACKNOWLEDGES  AND
AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY  AS PROVIDED
FOR HEREIN IS MADE ON AN “AS IS” CONDITION AND BASIS WITH  ALL FAULTS. IT IS
UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN  ADJUSTED BY PRIOR NEGOTIATION TO
REFLECT THAT ALL OF THE PROPERTY IS SOLD BY  SELLER AND PURCHASED BY BUYER SUBJECT TO THE
FOREGOING. THE PROVISIONS OF THIS  SECTION 21 SHALL SURVIVE THE CLOSING OR TERMINATION
HEREOF.


	 
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C. “Hazardous
Materials” shall mean any substance which is or contains (i) any  “hazardous
substance” as now or hereafter defined in §101(14) of  the Comprehensive
Environmental Response, Compensation, and Liability Act of  1980, as amended (42 U.S.C.
§9601 et seq.) (“CERCLA”) or any  regulations promulgated under CERCLA;
(ii) any “hazardous waste” as  now or hereafter defined in the Resource
Conservation and Recovery Act (42 U.S.C  §6901 et seq.) (“RCRA”) or
regulations promulgated under RCRA;  (iii) any substance regulated by the Toxic
Substances Control Act (15 U.S.C.  §2601 et seq.); (iv) gasoline, diesel fuel, or
other petroleum  hydrocarbons; (v) asbestos and asbestos containing materials, in any
form  whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas;
and (vii) any additional substances or materials which are now or hereafter  classified
or considered to be hazardous or toxic under Environmental  Requirements (as hereinafter
defined) or the common law, or any other applicable  laws relating to the Property.
Hazardous Materials shall include, without  limitation, any substance, the presence of
which on the Property (A) requires  reporting, investigation or remediation under
Environmental Requirements; (B)  causes or threatens to cause a nuisance on the Property
or adjacent property or  poses or threatens to pose a hazard to the health or safety of
persons on the  Property or adjacent property; or (C) which, if it emanated or migrated
from the  Property, could constitute a trespass.


D. “Environmental
Requirements” shall mean all laws, ordinances, statutes, codes, rules,  regulations,
agreements, judgments, orders and decrees, now or hereafter  enacted, promulgated, or
amended, of the United States, the states, the  counties, the cities or any other
political subdivisions in which the Property  is located, and any other political
subdivision, agency or instrumentality  exercising jurisdiction over the owner of the
Property, the Property or the use  of the Property, relating to pollution, the protection
or regulation of human  health, natural resources or the environment, or the emission,
discharge,  release or threatened release of pollutants, contaminants, chemicals, or
industrial, toxic or hazardous substances or waste or Hazardous Materials into  the
environment (including, without limitation, ambient air, surface water,  ground water or
land or soil).


SECTION 22. TIME.


Time  is of
the essence of this Contract.


SECTION 23. NOTICES.


All
notices hereunder shall be sent by overnight delivery service or mailed by  registered or
certified mail, postage prepaid, return receipt requested,  addressed as follows:


	 	If to Buyer:	BK Properties LLC
605 West 47th Street, Suite 100

                                    Kansas City, Missouri 64112

                                    Attention: Kenneth G.  Block

                                    Telecopy No. 816-932-5598





	 
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	 	If to Seller:	Gold Bank

                                    800 W.  47th Street

                                    Kansas City, Missouri 64112

                                    Attn: John C. (Jack) Waters

                                    Telecopy No. 913-268-0772





Either
party may designate a different address or addresses for itself by notice
similarly given. Any notice given by registered or certified mail shall be
deemed to have been given on the third day after the same is deposited in the
mail, and any notice not so given shall be deemed to have been given upon
receipt of the’ same by the party to whom the same is to be given.


SECTION 24. ENTIRE AGREEMENT.


This
Contract and the Other Agreements contain the entire agreement with respect to
the transactions contemplated herein and therein, and there are no other terms,
conditions, promises, understandings, statements or representations, express or
implied, concerning the same.


SECTION 25. GOVERNING LAW.


This
Contract shall be governed by and construed in accordance with the laws of the
State of Missouri.


SECTION 26. ASSIGNMENT.


Buyer
may assign this Contract to any person or entity managed, controlled by or under
common control of Buyer or Kenneth G. Block, without the prior written consent
of Seller, but with two (2) business days notice to Seller; provided, however,
that neither Buyer nor Seller shall not be released by reason of any such
Assignment. Subject to the foregoing, this Contract shall be binding upon and
shall inure to the benefit of the successors and assigns of the parties to this
Contract.


SECTION 27. SELLER’S TAX-DEFERRED EXCHANGE.


Notwithstanding
any terms in this Contract to the contrary, Seller shall have the right to
exchange the Property to qualify as a tax-deferred exchange under the provisions
of Section 1031 of the Internal Revenue Code of 1986, as amended (the
“Code”) and the Treasury Regulations thereunder. It is
understood and agreed that Seller shall have the option, exercisable by giving
notice to Buyer at any time prior to the Closing Date, of effecting a like-kind
exchange of all or any portion of the Property by assigning (the
“Assignment”) its rights in this Agreement to a qualified
intermediary (the “Intermediary”) who shall contract with
Seller to deliver to Seller in exchange therefor property or other consideration
(“Exchange Property”), at such times as shall be designated in
the contract between Seller and the Intermediary. Upon the Assignment, the
Intermediary shall be substituted for Seller as the seller of the property.
Buyer agrees to accept the Property and all other required performance from the
Intermediary and to render its performance of all of its obligations to the
Intermediary; provided, that Seller shall, at the Intermediary’s
direction, nevertheless convey the Property to Buyer in accordance with (and as
limited by) the terms of this Agreement. Buyer agrees that performance by the
Intermediary will be treated as performance by the seller under this Agreement,
and Seller agrees that Buyer’s performance to the Intermediary will be
treated as performance to the seller under this Agreement. Buyer shall
reasonably cooperate with Seller and execute such documents as are reasonably
necessary for Seller to effect such exchange; provided, that the
contemplated exchange shall not delay any of the time periods or other
obligations of Seller hereunder, including, without limitation, those related to
the Closing and the scheduled date for the same. Seller shall unconditionally
guarantee the full and timely performance by the Intermediary of each and every
one of the representations, warranties, indemnities, obligations and
undertakings (collectively, the “Undertakings”) of the
Intermediary hereunder. As guarantor, Seller shall be treated as a primary
obligor with respect to the Undertakings, and, in the event of a breach of or
claim with respect to an Undertaking, Buyer may proceed directly against Seller
on this guarantee without the need to join the Intermediary as a party to any
action against Seller. Seller unconditionally waives any defense that it might
have as guarantor that it would not have if it had made or undertaken the
Undertakings directly. In the event of the breach of any Undertaking by Seller
or the Intermediary (whether such Undertaking is express or implied) or in the
event of any claim upon any indemnity of Seller or the Intermediary,
Buyer’s exclusive recourse shall be against Seller; Buyer shall have no
recourse of any type against the Intermediary arising from this transaction.
Seller hereby agrees to indemnify, defend and hold Buyer harmless of and from
any and all liabilities, claims, demands and expenses of any kind or nature
(including, without limitation, reasonable attorney’s fees) which it
reasonably incurs or suffers as a result of or in connection with a like-kind
exchange contemplated by this Section. Seller hereby acknowledges and agrees
that Buyer neither warrants nor represents that an exchange of the Property for
the Exchange Property will qualify for tax deferred exchange treatment pursuant
to Section 1031 of the Internal Revenue Code of 1986 or otherwise.


	 
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SECTION 28. BUYER’S EXCHANGE.


Likewise,
Buyer shall have the right to exchange other property of like kind and
qualifying use within the meaning of Section 1031 of the Code and the Treasury
Regulations promulgated thereunder, for fee title in the Property (only the Real
Property) which is the subject of this Contract. Buyer expressly reserves the
right to assign its rights, but not its obligations, hereunder to a Qualified
Intermediary as provided in Treasury Regulations section 1.1031(k)1(g)(4).
Seller agrees to reasonably cooperate with Buyer with respect to any
tax-deferred exchange pursuant to the provisions of Section 1031 of the Code and
the Treasury Regulations thereunder, and agrees to execute any document
necessary to effectuate such 1031 Exchange, provided that: (A) Seller incurs no
additional cost or expense attributable to the exchange, including without
limitation any attorney’s fees, deed excise taxes and recording fees; (B)
Buyer agrees to indemnify and hold Seller harmless from and against all
liability arising out of its cooperation in effectuating the exchange as
requested by Buyer; (C) Seller shall have no personal liability with respect to
the exchange; and (D) the date of Closing shall not be extended as a result
thereof. Seller and Buyer further acknowledge that all agreements in connection
with performing the Buyer’s exchange shall be prepared at Buyer’s
expense by Buyer’s counsel.


SECTION 29. WAIVER OF JURY TRIAL.


EACH
PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN
ANY WAY CONNECTED WITH THIS CONTRACT OR THE OTHER AGREEMENTS.


SECTION 30. DATES OF CALENDAR.


If
any period or date hereunder occurs on either a Saturday, Sunday or public
holiday, then such period or date for performance shall be automatically
extended until the next business day.


	 
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IN
WITNESS WHEREOF, the parties have executed this Contract as of the date first
above written.


	 	
     BUYER:


BK PROPERTIES, LLC, a Missouri limited liability company
 
	 	By: 	
     /s/ Kenneth G. Block	
	 	Kenneth G. Block, as trustee of the Kenneth G.
     Block Trust dated January 11, 1991, as amended, Managing Member	 








	 	
     SELLER:

GOLD BANK, a Kansas
     corporation
 
	 	By: 	
     /s/ Roger M. Arwood	
	 	Name: Roger M. Arwood
Title: Executive Vice President	 





	 
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