<PAGE>   1
                                                                   EXHIBIT 10.31


                          TEXAS ASSOCIATION OF REALTORS
                     UNIMPROVED PROPERTY COMMERCIAL CONTRACT

             USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE
               TEXAS ASSOCIATION OF REALTORS(R) IS NOT AUTHORIZED.
                 (C) TEXAS ASSOCIATION OF REALTORS(R), INC. 1999
================================================================================


1. PARTIES:   Dallas Woodcraft Inc., Ken J. Cichocki-Home Interiors (Seller)
              agrees to sell and convey to S&A ENTERPRISES INC. (Buyer) and
              Buyer agrees to buy from Seller the Property described below.

2. PROPERTY:

   A. The property sold by this contract is called the "Property." The Property
      is that real property situated in DALLAS County, Texas at 2829 Sea Harbor
      (address) that is legally described as follows: (Identify exhibit if
      described by attachment.)

IND BASIN WEST BLK C/7174 LOT 5 5.45 AC (approximately 237,402. sq ft) VOL
84186/3118 CO-DALLAS 7174C000 005 1007174C000. BEING THE SOUTHERN 3.48 ACRE
SECTION OF RAW LAND MEASURING 228X666.5. AS OUTLINED ON THE ATTACHED
EXHIBIT "A".

   B. The Property is sold together with:
      (1) all rights, privileges, and appurtenances pertaining to the Property,
          including Seller's right, title, and interest in any minerals,
          utilities, adjacent streets, alleys, strips, gores, and rights-of-way;
      (2) Sellers interest in all leases, rents, and security deposits for all
          or part of the Property; and
      (3) Seller's interest in all licenses and permits related to the Property.

  (Describe any exceptions, reservations, or restrictions in Paragraph 11 or an
  addendum.)

3. SALES PRICE:

   A. At or before closing, Buyer will pay the following sales price for the
      Property:

<TABLE>
<S>                                                                 <C>
      (1) Cash portion payable by Buyer at closing ................ $ 212,500.00
                                                                    ------------

      (2) Sum of all financing described in Paragraph 4 ........... $
                                                                    ------------

      (3) Sales price (sum of 3A(l) and 3A(2)) .................... $ 212,500.00
                                                                    ------------
</TABLE>

   B. Adjustment to Sales Price: (Check (1) or (2) only.)

   [X] (1) The sales price will not be adjusted based on a survey.

   [ ] (2) The sales price will be adjusted based on the latest survey
           obtained under Paragraph 6B.

           (a) The sales price is calculated on the basis of $ 0.00 per:
           [ ] (i)  square foot of [ ] total area  [ ] net area.
           [ ] (ii) acre of  [ ] total area  [ ] net area.

           (b) "Total area" means all land area within the perimeter boundaries
               of the Property. "Net area" means total area less any area of the
               Property within:

           [ ] (i)   public roadways;
           [ ] (ii)  rights-of-way and easements other than those that directly
                     provide utility services to the Property; and
           [ ] (iii)                                                           .
                     ----------------------------------------------------------

    Initialed for Identification by Buyer /s/ [ILLEGIBLE], _____ and
Seller /s/ [ILLEGIBLE], ____ TAR, P.O. Box 2246, Austin, TX 78768-2246

                                                                     Page 1 of 9

<PAGE>   2


    Commercial Unimproved Contract Concerning 2829 Sea Harbor

         (c) If the sales price is adjusted by more than 10% of the stated sales
             price, either party may terminate this contract by providing
             written notice to the other party within 10 days after the
             terminating party receives the survey. If neither party terminates
             this contract or if the variance is 10% or less, the adjustment to
             the sales price will be made to the cash portion of the sales price
             payable by Buyer.

    4. FINANCING: Buyer will finance the portion of the sales price under
       Paragraph 3B as follows: (Check all that apply.)

    [ ] A. Third Party Financing: A third party note(s) in the total amount of
        $________________. This contract

        [X] (1) is not contingent upon Buyer obtaining third party financing.

        [ ] (2) is contingent upon Buyer obtaining third party financing in
                accordance with the attached Financing Addendum.

    [ ] B. Assumption: In accordance with the attached Financing Addendum, Buyer
           will assume the unpaid principal balance of the first lien promissory
           note, which balance at closing will be $____________.

    [ ] C. Seller Financing: The delivery of a promissory note and deed of trust
           from Buyer to Seller under the terms of the attached Financing
           Addendum in the amount of $_________.

    5. EARNEST MONEY: Not later than 3 days after the effective date, Buyer must
       deposit $10,000.00 as earnest money with COMMONWEALTH LAND TITLE CO.
       (escrow agent) at 5949 SHERRY LANE #610 DALLAS, TX. 75225 (escrow agent's
       address). If Buyer fails to timely deposit the earnest money, Seller may
       terminate this contract by providing written notice to Buyer before Buyer
       deposits the earnest money. Buyer may instruct the escrow agent to
       deposit the earnest money in an interest-bearing account at a federally
       insured financial institution and to credit any interest to Buyer.

    6. TITLE POLICY AND SURVEY:

       A. Title Policy:

          (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy
              of Title Insurance (the title policy) issued by COMMONWEALTH LAND
              TITLE CO. (the title company) in the amount of the sales price,
              dated at or after closing, insuring Buyer against loss under the
              title policy, subject only to:

             (a) those title exceptions permitted by this contract or as may be
                 approved by Buyer in writing; and

             (b) the standard printed exceptions contained in the promulgated
                 form of title policy unless this contract provides otherwise.

          (2) The standard printed exception as to area boundaries: (Check (a)
              or (b) only.)

          [ ] (a) will not be deleted from the title policy.

          [X] (b) will be deleted from the title policy at the expense of [ ]
                  Buyer [X] Seller.

          (3) Buyer may object to any restrictive covenants on the Property
              within the time required under Paragraph 6C.

          (4) Within 20 days after the effective date, Seller will furnish Buyer
              a commitment for title insurance (the commitment) including
              legible copies of recorded documents evidencing title exceptions.
              Seller authorizes the title company to deliver the commitment and
              related documents to Buyer at Buyer's address.

       B. Survey:

          (1) Within 20 days after the effective date: (Check all that apply.)

          [ ] (a) Buyer will obtain a survey of the Property at Buyer's expense
                  and deliver a copy of the survey to Seller.

          [X] (b) Seller, at Seller's expense, will furnish Buyer a survey of
                  the Property dated after the effective date.

          [ ] (c) Seller will deliver a true and correct copy of Seller's
                  existing survey of the Property dated _______________________.
                  Seller, at Seller's expense:

              [ ] (i)  will have the existing survey recertified on a date not
                       earlier than ___________________________________________.

              [ ] (ii) will not have the existing survey recertified.


Initialed for Identification by Buyer [ILLEGIBLE], _____ and Seller [ILLEGIBLE],
____ TAR, P.O. Box 2246, Austin, TX 78768-2246

                                                                     Page 2 of 9

<PAGE>   3


    Commercial Unimproved Contract Concerning 2829 Sea Harbor

         (2) The survey required under Paragraph 6B(l) must be made by a
             Registered Professional Land Surveyor acceptable to the title
             company. The survey must:
             (a) identify the Property by metes and bounds or platted lot
                 description;
             (b) show that the survey was made and staked on the ground with
                 corners permanently marked;
             (c) set forth the dimensions and total area of the Property;
             (d) show the location of all improvements, highways, streets,
                 roads, railroads, rivers, creeks or other waterways, fences,
                 easements, and rights-of-way on the Property with all easements
                 and rights-of-way referenced to their recording information;
             (e) show any discrepancies or conflicts in boundaries, any visible
                 encroachments, and any portion of the Property lying within the
                 100-year flood plain as shown on the current Federal Emergency
                 Management Agency map; and
             (f) contain the surveyor's certificate that the survey is true and
                 correct.

       C. Buyer's Objections to the Commitment and Survey:

          (1) Within 10 days after Buyer receives all of the items required in
              Paragraphs 6A and 6B (the commitment, copies of the documents
              evidencing the title exceptions, and survey), Buyer may object in
              writing to matters disclosed in the items if:
              (a) the matters disclosed constitute a defect or encumbrance to
                  title other than those permitted by this contract or liens
                  that Seller will satisfy at closing or Buyer will assume at
                  closing; or
              (b) the items show that any part of the Property lies in a
                  100-year flood plain.


          (2) Seller may, but is not obligated to, cure Buyer's timely
              objections within 20 days after Seller receives the objections.
              The closing date will be extended as necessary to cure the
              objections. If Seller fails to cure the objections by the time
              required, Buyer may terminate this contract by providing written
              notice to Seller within 5 days after the time by which Seller must
              cure the objections. If Buyer terminates, the earnest money, less
              the independent consideration paid for Buyer's right to terminate
              under Paragraph 7B(3), will be refunded to Buyer.


          (3) Buyer's failure to timely object or terminate under this Paragraph
              6C is a waiver of Buyer's right to object except that Buyer will
              not waive the requirements in Schedule C of the commitment.

7. PROPERTY CONDITION: (Check A or B only.)

[X] A. Present Condition: (Check (1) or (2) only.)

    [X] (1) Buyer accepts the Property in its present "as is" condition.

    [ ] (2) Buyer accepts the Property in its present condition except that
            Seller, at Seller's expense, will complete the following before
            closing:
                    ------------------------------------------------------------
            --------------------------------------------------------------------

[X] B. Feasibility Period and Right to Terminate:

       (1) Delivery of Property Information: Within 10 days after the effective
           date, Seller will deliver to Buyer the following items to the extent
           that the items are in Seller's possession or are readily available to
           Seller. Any item not delivered is deemed not to be in Seller's
           possession or readily available to Seller. The items Seller will
           deliver are:

           (a) copies of all current leases pertaining to the Property,
               including any modifications, supplements, or amendments to the
               leases;

           (b) copies of all notes and deeds of trust against the Property that
               Buyer will assume or that Seller will not pay in full on or
               before closing;

           (c) copies of all previous environmental assessments, studies, or
               analyses made on or relating to the Property;

           (d) property tax statements for the Property for the previous 2
               calendar years; and

           (e)
               ----------------------------------------------------------------
                                                                               .
               ----------------------------------------------------------------

       (2) Inspections, Studies, or Assessments:

           (a) Within 30 days after the effective date, Buyer, at Buyer's
               expense, may complete or cause to be completed inspections,
               studies, or assessments of the Property. Inspections, studies, or
               assessments may include, but are not limited to:
               (i)   physical property inspections;
               (ii)  economic feasibility studies;
               (iii) environmental assessments; and
               (iv)  engineering studies.


     Initialed for Identification by Buyer /s/ [ILLEGIBLE], _____ and
Seller /s/ [ILLEGIBLE], ____
                   TAR, P.O. Box 2246, Austin, TX 78768-2246

                                                                     Page 3 of 9
<PAGE>   4



Commercial Unimproved Contract Concerning 2829 Sea Harbor

         (b) In connection with Buyer's inspections, studies, and assessments,
             Buyer must:

             (i)   employ only trained and qualified inspectors and assessors;

             (ii)  notify Seller, in advance, of when the inspectors or
                   assessors will be on the Property;

             (iii) abide by any reasonable entry rules or requirements that
                   Seller may require;

             (iv)  not interfere with existing operations or occupants of the
                   Property; and

             (v)   restore the Property to its original condition if altered due
                   to inspections, studies, or assessments that Buyer completes
                   or causes to be completed.

         (c) Except for those matters that arise from the negligence of Seller
             or Seller's agents, Buyer is responsible for any claim, liability,
             encumbrance, cause of action, and expense resulting from Buyer's
             inspections, studies, or assessments, including any property damage
             or personal injury. Buyer will indemnify, hold harmless, and defend
             Seller and Seller's agents against any claim involving a matter for
             which Buyer is responsible under this paragraph.

     (3) Right to Terminate: Buyer may terminate this contract for any reason
         within 30 days after the effective date by providing Seller with
         written notice of termination. If Buyer terminates, the earnest money
         will be refunded to Buyer less $50.00 that Seller will retain as
         independent consideration for Buyer's right to terminate under this
         paragraph. The independent consideration is to be credited to the sales
         price only upon dosing of the sale. Buyer has tendered the independent
         consideration to Seller upon payment of the full amount specified in
         Paragraph 5 to the escrow agent. If Buyer does not terminate within the
         time required, Buyer accepts the Property in its present condition.

     (4) Return of Property Information: If this contract terminates for any
         reason, Buyer will, not later than 10 days after the termination date:
         (a) return to Seller all those items described in Paragraph 7B(1) that
         Seller delivered to Buyer and all copies that Buyer made of those
         items; and (b) deliver copies of all inspection and assessment reports
         (excluding economic feasibility studies) related to the Property that
         Buyer completed or caused to be completed. This Paragraph 7B(4)
         survives termination.

     (5) Contracts Affecting Operations: After Buyer's right to terminate under
         7B(3) expires, Seller may not enter into, amend, or terminate any other
         contract that affects the operations of the Property without Buyer's
         prior written approval.

8:  BROKERS:

    A. The brokers to this sale are:

       NONE                                  JACK HINES                  0188793
       ------------------------------------  -----------------------------------
       Listing Broker           License No.  Other Broker            License No.
       Listing Broker:                       Other Broker represents Buyer.
       [ ] represents Seller.
       [ ] acts as an intermediary between Seller and Buyer.

    B. Fees: (Check (1) or (2) only.)

    [ ] (1) Seller will pay Listing Broker the fee specified by separate written
            commission agreement between Listing Broker and Seller. Listing
            Broker will pay Other Broker the fee specified in the Agreement
            Between Brokers found below the parties' signatures to this
            contract.

    [X] (2) At closing, Buyer will pay. [ILLEGIBLE]

<TABLE>
<S>                                                 <C>
            Listing Broker a total cash fee of:     Other Broker a total cash fee of:
            [ ] _________% of the sales price.      [X] 6.000% of the sales price.
            [ ] ________________________________    [ ] ___________________________ .
</TABLE>

            The cash fees will be paid in Dallas County, Texas. Seller
            authorizes escrow agent to pay the brokers from the Seller's
            proceeds at closing.

            NOTICE. Chapter 62, Texas Property Code, authorizes a broker to
            secure an earned commission with a lien against the Property.

   C. The parties may not amend this Paragraph 8 without the written consent of
      the brokers affected by the amendment.

9. CLOSING:

   A. The closing of the sale will be on or before February 5, 2001 or within 7
      days after objections to title have been cured, whichever date is later
      (the closing date). If either party fails to close by the closing date,
      the non-defaulting party may exercise the remedies in Paragraph 15.


 Initialed for Identification by Buyer [ILLEGIBLE], _____ and Seller ____, ____
                    TAR, P.O. Box 2246, Austin, TX 78768-2246

                                                                     Page 4 of 9
<PAGE>   5



Commercial Unimproved Contract Concerning 2829 Sea Harbor

   B. At closing, Seller will deliver, at Seller's expense, a [X] general [ ]
      special warranty deed. The deed must include a vendor's lien if any part
      of the sales price is financed. The deed must convey good and indefeasible
      title to the Property and show no exceptions other than those permitted
      under Paragraph 6 or other provisions of this contract. Seller must convey
      the Property at closing:
      (1) with no liens, assessments, or other security interests against the
          Property which will not be satisfied out of the sales price unless
          securing loans Buyer assumes;
      (2) without any assumed loans in default; and
      (3) with no persons in possession of any part of the Property as lessees,
          tenants at sufferance, or trespassers except tenants under the written
          leases assigned to Buyer under this contract.

   C. At closing, Seller, at Seller's expense, will also deliver:
      (1) tax statements showing no delinquent taxes on the Property;
      (2) an assignment of all leases to or on the Property;
      (3) to the extent assignable, an assignment to Buyer of any licenses and
          permits related to the Property;
      (4) evidence that the person executing this contract is legally capable
          and authorized to bind Seller; and
      (5) any notices, statements, certificates, or other documents required by
          this contract or law necessary to convey the Property, all of which
          must be completed by Seller as necessary.

   D. At closing, Buyer will:
      (1) pay the sales price in good funds acceptable to the escrow agent;
      (2) deliver evidence that the person executing this contract is legally
          capable and authorized to bind Buyer; and
      (3) execute and deliver any notices, statements, certificates, or other
          documents required by this contract or law necessary to close the
          sale.

   E. Unless the parties agree otherwise, the closing documents will be as found
      in the basic forms in the current edition of the State Bar of Texas Real
      Estate Forms Manual without any additional clauses.

10. POSSESSION: Seller will deliver possession of the Property to Buyer on
    February 5 2001 in its present or required repaired condition, ordinary wear
    and tear excepted. Until closing, Seller will operate the Property in the
    same manner as on the effective date. Any possession by Buyer before closing
    or by Seller after closing that is not authorized by a separate written
    lease agreement is a landlord-tenant at sufferance relationship between the
    parties.

11. SPECIAL PROVISIONS: (Identify exhibit if special provisions are contained in
    an attachment.)
    1. SELLER IS ADVISED THAT THE BROKER, JACK HINES REPRESENTS THE BUYER AND IS
    THE AGENT FOR THE BUYER ONLY.

    2. BUYER AGREES TO PAY THE BROKER, JACK HINES A PROFESSIONAL SERVICE FEE IN
    CASH FOR PROCURING TEE PURCHASER AND FOR ASSISTING IN THE NEGOTIATION OF
    THIS CONTRACT, A FEE OF SIX PERCENT (6%) OF THE SALES PRICE. THE FEE SHALL
    BE EARNED UPON EXECUTION OF THIS CONTRACT AND SHALL BE PAID AT CLOSING.

    3. SEE ATTACHED ADDENDUM "ONE".


          Initialed for Identification by Buyer [ILLEGIBLE], _____ and
       Seller [ILLEGIBLE], ____ TAR, P.O. Box 2246, Austin, TX 78768-2246

                                                                     Page 5 of 9
<PAGE>   6


Commercial Unimproved Contract Conc g 2929 Sea Harbor

12. SALES EXPENSES:

    A. Seller's Expenses: Seller will pay for the following in cash at or before
       closing:
       (1) releases of existing liens, other than those liens assumed by Buyer,
           including prepayment penalties and recording fees;
       (2) release of Seller's loan liability, if applicable;
       (3) tax statements or certificates;
       (4) preparation of the deed;
       (5) one-half of any escrow fee;
       (6) costs to record any documents to cure title objections that Seller
           must cure; and
       (7) other expenses that Seller will pay under other provisions of this
           contract

    B. Buyer's Expenses: Buyer will pay for the following in cash at or before
       closing:
       (1) all loan fees or expenses (for example, application fees, origination
           fees, discount fees, appraisal fees, assumption fees, recording
           fees, tax service fees, mortgagee title policy expenses, credit
           report fees, document preparation fees, interest expense that Buyer's
           lender requires Buyer to pay at closing, and other fees required by
           Buyer's lender);
       (2) preparation of any deed of trust;
       (3) recording fees for the deed and any deed of trust;
       (4) premiums for flood insurance as may be required by Buyer's lender;
       (5) one-half of any escrow fee;
       (6) copy and delivery fees for delivery of the title commitment and
           related documents; and
       (7) other expenses that Buyer will pay under other provisions of this
           contract.

13. PRORATIONS, ROLLBACK TAXES, RENT, AND DEPOSITS:

    A. Prorations:
       (1) Interest on any assumed loan, taxes, rents, and any expense
           reimbursements from tenants will be prorated through the closing
           date.
       (2) If the amount of ad valorem taxes for the year in which the sale
           closes is not available on the closing date, taxes will be prorated
           on the basis of taxes assessed in the previous year. If the taxes for
           the year in which the sale closes vary from the amount prorated at
           closing, the parties will adjust the prorations when the tax
           statements for the year in which the sale closes become available.
           This Paragraph 13A(2) survives closing.
       (3) If Buyer assumes a loan or is taking the Property subject to an
           existing lien, Seller will transfer all reserve deposits held by the
           lender for the payment of taxes, insurance premiums, and other
           charges to Buyer at closing and Buyer will reimburse such amounts to
           Seller by an appropriate adjustment at closing.

    B. Rollback Taxes:
       (1) If Seller changes the use of the Property before closing or if a
           denial of a special valuation on the Property claimed by Seller
           results in the assessment of additional taxes, penalties, or interest
           (assessments) for periods before closing, the assessments will be the
           obligation of [X] Seller [ ] Buyer. This Paragraph 13B(l) survives
           closing.
       (2) If this sale or Buyer's use of the Property after closing results in
           additional assessments for periods before closing, the assessments
           will be the obligation of [X] Seller [ ] Buyer. This Paragraph 13B(2)
           survives closing.

    C. Rent and Security Deposits: At closing, Seller will tender to Buyer all
       security deposits and the following advance payments received by Seller
       for periods after closing: prepaid expenses, advance rental payments, and
       other advance payments paid by tenants. Rents prorated to one party but
       received by the other party will be remitted by the recipient to the
       party to whom it was prorated within 5 days after the rent is received.
       This Paragraph 13C survives closing.

14. CONDEMNATION: If before closing, condemnation proceedings are commenced
    against any part of the Property, Buyer may:

    A. terminate this contract by providing written notice to Seller within 15
       days after Buyer is advised of the condemnation proceedings and the
       earnest money, less the independent consideration paid for Buyer's right
       to terminate under Paragraph 7B(3), will be refunded to Buyer; or

    B. appear and defend in the condemnation proceedings and any award will, at
       Buyers election, belong to:
       (1) Seller and the sales price will be reduced by the same amount, or
       (2) Buyer and the sales price will not be reduced.

15. DEFAULT:

    A. If Buyer fails to comply with this contract, Buyer is in default and
       Seller may:
       (1) enforce specific performance, or seek other relief as may be provided
           by law, or both; or
       (2) terminate this contract and receive the earnest money as liquidated
           damages, thereby releasing the parties from this contract.


          Initialed for Identification by Buyer [ILLEGIBLE], _____ and
       Seller [ILLEGIBLE], ____ TAR, P.O. Box 2246, Austin, TX 78768-2246

                                                                     Page 6 of 9
<PAGE>   7


Commercial Unimproved Contract Concerning 2829 Sea Harbor

    B. If, without fault, Seller is unable within the time allowed to deliver
       the commitment, Buyer may:
       (1) terminate this contract and receive the earnest money, less the
           independent consideration paid for Buyer's right to terminate under
           Paragraph 7B(3), as the sole remedy; or
       (2) extend the time for performance up to 15 days and the closing will be
           extended as necessary.

    C. Except as provided in Paragraph 15B, if Seller fails to comply with this
       contract, Seller is in default and Buyer may:
       (1) enforce specific performance, or seek such other relief as may be
           provided by law, or both; or
       (2) terminate this contract and receive the earnest money, less the
           independent consideration paid for Buyer's right to terminate under
           Paragraph 7B(3), as liquidated damages, thereby releasing the parties
           from this contract.

16. ATTORNEY'S FEES: If Buyer, Seller, any broker, or any escrow agent is a
    prevailing party in any legal proceeding brought under or with relation to
    this contract or this transaction, such party is entitled to recover from
    the non-prevailing parties all costs of such proceeding and reasonable
    attorney's fees. This Paragraph 16 survives closing.

17. ESCROW:

    A.  At closing, the earnest money must be applied first to any cash down
        payment, then to Buyer's closing costs, and any excess will be refunded
        to Buyer.

    B.  If both parties make written demand for the earnest money, escrow agent
        may require payment of unpaid expenses incurred on behalf of the parties
        and a written release of liability of escrow agent from all parties.

    C.  If one party makes written demand for the earnest money, escrow agent
        will give notice of the demand by providing to the other party a copy of
        the demand. If escrow agent does not receive written objection to the
        demand from the other party within 30 days after the date escrow agent
        sent the demand to the other party, escrow agent may disburse the
        earnest money to the party making demand, reduced by the amount of
        unpaid expenses incurred on behalf of the party receiving the earnest
        money and escrow agent may pay the same to the creditors.

    D.  Escrow agent will deduct the independent consideration paid for Buyer's
        right to terminate under Paragraph 7B(3) before disbursing any earnest
        money to Buyer and will pay the independent consideration to Seller.

    E.  If escrow agent complies with this Paragraph 17, each party hereby
        releases escrow agent from all claims related to the disbursal of the
        earnest money.

    F.  Notices under this Paragraph 17 must be sent by certified mail, return
        receipt requested. Notices to escrow agent are effective upon receipt by
        escrow agent.

18. MATERIAL FACTS:

    A.  To the best of Seller's knowledge and belief: (Check (1) or (2) only.)

    [ ] (1) Seller is not aware of any material defects to the Property except
            as stated in the attached Property Condition Statement.

    [X] (2) Seller is not aware of any of the following, except as described
            otherwise in this contract:
            (a) any material physical defects to the Property;
            (b) any pending or threatened litigation, condemnation, or
                assessment affecting the Property;
            (c) any environmental hazards or conditions that affect the
                Property;
            (d) whether the Property is or has ever been used for the storage or
                disposal of hazardous materials or toxic waste, a dump site or
                landfill, or any underground tanks or containers;
            (e) whether radon, asbestos insulation or fireproofing,
                urea-formaldehyde foam insulation, lead-based paint, or other
                pollutants or contaminants of any nature now exist or have ever
                existed on the Property;
            (f) whether wetlands, as defined by federal or state law or
                regulation, are on the Property; and
            (g) whether threatened or endangered species or their habitat are on
                the Property.

            (Describe any exceptions to (a)-(g) in Paragraph 11 or an addendum.)

    B.  Each written lease Seller is to furnish to Buyer under this contract
        must be in full force and effect according to its terms without
        amendment or modification that is not disclosed to Buyer in writing.
        Seller must disclose, in writing, to Buyer if any of the following exist
        at the time Seller provides the leases to Buyer or subsequently occur
        before closing:
        (1) any modifications, amendments, or default by landlord or tenant
            under the leases;
        (2) any failure by Seller to comply with Seller's obligations under the
            leases;
        (3) any circumstances under the lease that entitle the tenant to
            terminate the lease or seek any offsets or damages;
        (4) any non-occupancy of the leased premises by a tenant;


               Initialed for Identification by Buyer [ILLEGIBLE],
                       _____ and Seller [ILLEGIBLE], ____
                    TAR, P.O. Box 2246, Austin, TX 78768-2246

                                                                     Page 7 of 9
<PAGE>   8



Commercial Unimproved Contract Concerning 2829 Sea Harbor

        (5) any advance sums paid by a tenant under the lease;
        (6) any concessions, bonuses, free rents, rebates, brokerage
            commissions, or other matters that affect any lease; and
        (7) any amounts payable under the leases that have been assigned or
            encumbered, except as security for loan(s) assumed or taken subject
            to under this contract.

19. NOTICES: All notices between the parties under this contract must be in
    writing and are effective when hand-delivered, mailed by certified mail
    return receipt requested, or sent by facsimile transmission to:

            S&A Enterprises, INC.            Dallas Woodcraft Inc.

       Buyer at Tom Anderson            Seller at Ken J. Cichocki-Home Interiors
       6410 SINGLETON BLVD              Gifts Inc. 4055 Valley View Lane
       Dallas, TX 75212                 Dallas, TX 75244
       Phone 214-630-7051               Phone 972-386-1091
       Fax 214-630-7103                 Fax 972-386-1022

20. FEDERAL TAX REQUIREMENT: If Seller is a "foreign person" as defined by
    applicable law, or if Seller fails to deliver at closing an affidavit that
    Seller is not a foreign person, then Buyer will withhold from the sales
    proceeds at closing any amount sufficient to comply with applicable tax law
    and deliver the amount withheld to the Internal Revenue Service (IRS),
    together with appropriate tax forms. IRS regulations require filing written
    reports if cash in excess of specified amounts is received in the
    transaction.

21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an
    effort to resolve any dispute related to this contract that may arise. If
    the dispute cannot be resolved by negotiation, the parties will submit the
    dispute to mediation before resorting to arbitration or litigation and will
    equally share the costs of a mutually acceptable mediator.

22. AGREEMENT OF THE PARTIES:

    A.  This contract is binding on the parties, their heirs, executors,
        representatives, successors, and permitted assigns.

    B.  This contract is to be construed in accordance with the laws of the
        State of Texas.

    C.  This contract contains the entire agreement of the parties and may not
        be changed except by written agreement.

    D.  If this contract is executed in a number of identical counterparts, each
        counterpart is an original and all counterparts, collectively,
        constitute one agreement.

    E.  Buyer [X] may  [ ] may not assign this contract. If Buyer assigns this
        contract Buyer will be relieved of any future liability under this
        contract only if the assignee assumes, in writing, all obligations and
        liability of Buyer under this contract.

    F.  Addenda which are part of this contract are: (Check all that apply.)

    [X] (1) Property Description Exhibit identified in Paragraph 2;
    [ ] (2) Financing Addendum;
    [ ] (3) Commercial Property Condition Statement;
    [ ] (4) Notice to Purchaser of Real Property in a Water District;
    [ ] (5) Addendum for Coastal Area Property;
    [ ] (6) Addendum for Property Located Seaward of the Gulf Intracoastal
            Waterway; and
    [X] (7) Addendum "ONE" SPECIAL PROVISIONS.

23. TIME: Time is of the essence in this contract The parties require strict
    compliance with the times for performance. If the last day to perform under
    a provision of this contract falls on a Saturday, Sunday, or legal holiday,
    the time for performance is extended until the next day which is not a
    Saturday, Sunday, or legal holiday.

24. EFFECTIVE DATE: The effective date of this contract for the purpose of
    performance of all obligations is the date the escrow agent receipts this
    contract after all parties execute this contract.

25. ADDITIONAL NOTICES:

    A.  Buyer should have an abstract covering the Property examined by an
        attorney of Buyer's selection, or Buyer should be furnished with or
        obtain a title policy.

    B.  If the Property is situated in a utility or other statutorily created
        district providing water, sewer, drainage, or flood control facilities
        and services, Chapter 49, Texas Water Code, requires Seller to deliver
        and Buyer to sign the statutory notice relating to the tax rate, bonded
        indebtedness, or standby fees of the district before final execution of
        this contract.


       Initialed for Identification by Buyer [ILLEGIBLE], _____ and Seller
              [ILLEGIBLE], ____ TAR, P.O. Box 2246, Austin, TX 78768-2246

                                                                     Page 8 of 9
<PAGE>   9



Commercial Unimproved Contract Concerning 2829 Sea Harbor

    C.  If the Property adjoins or shares a common boundary with the tidally
        influenced submerged lands of the state, Section 33.135 of the Texas
        Natural Resources Code requires a notice regarding coastal area property
        to be included as part of this contract.

    D.  If the Property is located seaward of the Gulf Intracoastal Waterway,
        Section 61.025, Texas Natural Resources Code, requires a notice
        regarding the seaward location of the Property to be included as part of
        this contract.

    E.  If the Property is located outside the limits of a municipality, the
        Property may now or later be included in the extra-territorial
        jurisdiction (ETJ) of a municipality and may now or later be subject to
        annexation by the municipality. Each municipality maintains a map that
        depicts its boundaries and ETJ. To determine if the Property is located
        within a municipality's ETJ, Buyer should contact all municipalities
        located in the general proximity of the Property for further
        information.

    F.  Brokers are not qualified to perform property inspections, surveys,
        engineering studies, environmental assessments, or inspections to
        determine compliance with zoning, governmental regulations, or laws.
        Buyer should seek experts to perform such services. Selection of
        inspectors and repairmen is the responsibility of Buyer and not the
        brokers.

26. CONTRACT AS OFFER: The execution of this contract by the first party
    constitutes an offer to buy or sell the Property. Unless the other party
    accepts by 5:00 p.m., in the time zone in which the Property is located, on
    November 17, 2000, the offer will lapse and become null and void.

    THIS IS A LEGALLY BINDING CONTRACT. READ IT CAREFULLY. THE BROKERS AND
    AGENTS MAKE NO REPRESENTATION OR RECOMMENDATION AS TO THE LEGAL
    SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS DOCUMENT OR
    TRANSACTION. CONSULT YOUR ATTORNEY BEFORE SIGNING.

Buyer's                                 Seller's
Attorney                                Attorney
        ------------------------------            ------------------------------

       /s/ TOM L. ANDERSON                              [ILLEGIBLE]
---------------------------------------     ------------------------------------
Buyer S&A Enterprises, INC.                 Seller Dallas Woodcraft Inc.


---------------------------------------     ------------------------------------
Buyer                                       Seller

                            AGREEMENT BETWEEN BROKERS

Listing Broker agrees to pay JACK HINES (Other Broker) a fee of $_________
or 6.000% of the sales price when the Listing Broker's fee is received. Escrow
agent is authorized and directed to pay Other Broker from Listing Broker's fee
at closing. This Agreement Between Brokers supersedes any prior offers and
agreements for compensation between brokers.

JACK HINES                       0188793  NONE
----------------------------------------  --------------------------------------
Other Broker                 License No.  Listing Broker           License No.

By: /s/ JACK HINES                        By:
    ------------------------------------  --------------------------------------
    Jack Hines

2526 MANANA #101A DALLAS, TX. 75220
----------------------------------------  --------------------------------------
Other Broker's Address                    Listing Broker's Address

214-350-3995                214-350-4914
----------------------------------------  --------------------------------------
Phone                                Fax  Phone                            Fax


                                 ESCROW RECEIPT

Escrow agent acknowledges receipt of:
[ ] A. the contract on this day ________________________ (effective date);
[ ] B. earnest money in the amount of $___________ in the form of ________ on
       this day __________.


----------------------------   Address: 5949 SHERRY Lane #610 DALLAS, TX. 7522
Escrow Agent                            ----------------------------------------
By:                            -------------------------------------------------
   -------------------------   214-373-1516                         214 373-4420
                               -------------------------------------------------
                               Phone                                         Fax


       Initialed for Identification by Buyer [ILLEGIBLE], _____ and Seller
          [ILLEGIBLE], ____ TAR, P.O. Box 2246, Austin, TX 78768-2246

                                                                     Page 9 of 9
<PAGE>   10


                                 ADDENDUM "ONE"

         This addendum to Contract of Sale is hereby made a part of that certain
Contract between DALLAS WOODCRAFT, INC., as Seller, and S&A ENTERPRISES, INC. OR
ASSIGNS, as Buyer, and is executed of even date with said Contract.

(1)      ZONING: The Buyer's obligation to close the purchase of this property
         is expressly subject to and contingent upon the property being zoned in
         a classification that will allow the Sales, Storage and repair of
         Tractor Trailers and related Equipment. If it is determined that the
         Zoning is not suitable for the Buyer's intended use, the Buyer may
         terminate this Contract by giving written notice to the Seller prior to
         the scheduled closing date and the Earnest Monies shall be refunded to
         the Buyer.

(2)      PLAT APPROVAL: Additionally, Buyer's obligation to purchase the
         property is expressly subject to and contingent upon the BUYER, at
         BUYER'S expense having the subject property replatted by the City of
         Dallas into a Platted Lot acceptable to the Buyer. Such approvals shall
         consist of (a) a favorable recommendation of the preliminary plat by
         the City Plan Commission of the City of Dallas, and (b) a favorable
         vote by the Dallas City Council, if required. Upon approval of the
         final plat, closing shall take place prior to filing the plat of record
         with Dallas County, Texas. BUYER AND SELLER AGREE TO CLOSE WITHIN TEN
         DAYS AFTER RECEIPT OF NOTICE OF FINAL PLAT APPROVAL IF SUCH APPROVAL
         TAKES LESS THAN 90 DAYS.

         Upon final execution of this Contract, the BUYER shall diligently
         proceed with the application for approval by the city for the
         preliminary replatting of the property, which shall be at the sole
         expense of BUYER. Seller agrees to use his best efforts and to
         cooperate fully with the Buyer in the plat applications and approvals.
         BUYER shall have 90 days from the date of execution of this contract by
         both parties to complete the platting of the property. In the event the
         property plat has not been approved by the city within 90 days from the
         effective date of this contract and any extensions thereof, then at the
         option of the Buyer by giving written notice to Seller, this Contract
         shall terminate and the Earnest Monies shall be promptly refunded to
         the Buyer, unless it shall be otherwise agreed to in writing by the
         Buyer and Seller.

(3)      ENVIRONMENTAL: Within thirty days after the effective date of this
         contract, Seller agrees to furnish to Buyer a PHASE I ENVIRONMENTAL
         REPORT at Seller's expense prepared by LAW ENGINEERING & ENVIRONMENTAL
         DATED MARCH 26,1998. ANY UPDATES TO THIS REPORT SHALL BE AT BUYER'S
         EXPENSE. Such report shall reflect and/or conclude that the property is
         in substantial compliance with all applicable Environmental Laws,
         failing which, the Buyer may terminate this Contract by giving written
         notice to the Seller within ten days after receipt of the Environmental
         Report. In which case the Earnest Money shall be refunded to Buyer and
         neither party shall have any further obligation to the other hereunder.


   INITIALED FOR IDENTIFICATION BY SELLER /s/ [ILLEGIBLE], AND BUYER
/s/ [ILLEGIBLE].






<PAGE>   11




                                     [MAP]