Exhibit 10.2



Exhibit 10.2


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 25th day of May, 2005 (the
“Effective Date”), by and between GOLD BANK, a Kansas
corporation, (“Buyer”), and [***]
(“Seller”).


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


SECTION 1. THE PROPERTY AND CONTRACT
CONTINGENCY.


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
and any  rights relating to the drive-through bank facility, if any.


SECTION 2. EARNEST MONEY AND PURCHASE PRICE.


A.  Deposit.
Buyer shall, within three (3) days after the 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 $50,000.00 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 after the Effective
Date, 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
after the Effective Date, 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:


(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;


	 
	2
	









(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.
Notwithstanding anything in this Contract or in that certain Lease (the “Lease”)
from Seller to Buyer dated December 12, 2003 and demising Suite 101, 102, 104 and the
basement of the Property to Buyer, in the event that this Contract terminates in
accordance with its terms, then the Lease shall continue in full force and effect without
alteration, except that Section 46 of the Lease captioned “Option to Purchase”
shall be null, void and of no further force or effect whatsoever.


	 
	3
	









SECTION 7. INVESTIGATION BY
BUYER.


A. Due
Diligence Material. Within five (5) days after the Effective Date, 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
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 the 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 notify Seller that Buyer has elected to proceed under this
Contract, which shall continue in full force and effect, subject to the other terms and
conditions of this Contract. If Buyer fails to notify Seller that Buyer has waived its
right to terminate this Contract, pursuant to this Section 7 before the end of the
Investigation Review Period and fails to give such a notice within three (3) days after
receipt by Buyer of a written “Reminder” notice to such effect sent by Seller
after the end of the Investigation Review Period, then this Contract shall automatically
terminate.


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:


	 
	4
	









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.


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. 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.


	 
	5
	









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, if any (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.


	 
	6
	









(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.


(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 10 C 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.


b.  Buyer
shall not be liable to Seller  for any  failure of any tenant to pay any  Seller’s
Tenant Reimbursement, but shall use commercially reasonable efforts to  collect such
amounts, 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 Buyer 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 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.


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.


	 
	7
	









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.


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.


	 
	8
	









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.


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”.


	 
	9
	









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 (if
any) 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.


(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.


	 
	10
	









(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.


(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.


(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”).


(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) 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.


	 
	11
	









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.
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.


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.


	 
	12
	









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 as of the Closing Date, 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.


(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, 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.


	 
	13
	









(B)
“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.


(C)
“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).


	 
	14
	









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 [***]


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:	Gold Bank

                                    800 W.  47th Street

                                    Kansas City, Missouri 64112

                                    Attn: John C. Waters

                                    Telecopy No. 913-268-0772
	 
	 	If to Seller:	[***]





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 not assign this
Contract. 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.


	 
	15
	









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.


	 
	16
	









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.


	 
	17
	









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 [***]


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


	 	 	
     BUYER:


GOLD BANK, a Kansas corporation


By: /s/ Roger M. Arwood
     	 
	 	Name: /s/ Roger M. Arwood

Title: Executive Vice President



SELLER:


[***]	 





	 
	18