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Exhibit 10(a)
 AGREEMENT TO PURCHASE
 
 THIS AGREEMENT Dallas Area Rapid Transit
 Property TOGETHER WITH
 I.
    
    DESCRIPTION:
 (A)
    
    Real estate or interest therein, identified as Parcel NW3-18 and described in
attached Exhibit 1 incorporated herein by reference, provided, however, that
notwithstanding the foregoing, upon receipt of a survey of the Property, which survey
Seller will obtain at Sellers sole cost and expense and which survey will be certified
to Seller (the Seller Survey), the legal description of the Property as set forth on
the Seller Survey will be used by Seller and Purchaser for all purposes under this
Contract, including for purposes of Exhibit 1 and the Deed.(B)
    
    The Property interest being acquired herein is Fee Simple.
 II.
    
    PURCHASE PRICE:
 (A)   Amount to be paid by DART to Seller at closing (Closing):
    
    $
    4,424,000.00TOTAL PURCHASE PRICE
    
    $
    4,424,000.00
 III.
    
    CONDITIONS AND LIMITATIONS:
 (A)
    
    It is mutually understood by Seller and DART that this Agreement is subject to
approval of the Federal Transit Administration and the DART Board, and final DART
acceptance. Such approvals and final DART acceptance shall be evidenced by the
execution of this Agreement by DART and delivery of said executed Agreement to Seller.(B)
    
    The Effective Date of this Agreement shall be the date this Agreement is
executed by DART. References to the date of execution of this Agreement are to the
Effective Date.(C)
    
    Seller is responsible for all taxes due or delinquent on the Property as of the
date of Closing. Seller shall pay only all taxes for all years up to and including the
year preceding the year of Closing and taxes for the year of Closing shall be prorated
to the date of Closing. If the Closing occurs before the tax rate is fixed for the
year of Closing, the apportionment of taxes shall be based on the previous years tax
rate applied to the latest assessed valuation, but any difference in estimated and
actual taxes shall be adjusted between the parties upon the written request of either
party when the actual tax rate and assessed valuation for the year of Closing are
available. It is further understood that BUYER IS A PUBLIC BODY AND EXEMPT FROM
PAYMENT OF TAXES OF PROPERTY OWNED BY IT FROM AND AFTER THE DATE OF ITS ACQUISITION.
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(D)
    
    At the Closing, DART shall deliver the Purchase Price to the title company
(Title Company) selected by the parties, for disbursement and shall pay (a)
all costs of the survey; (b) the premium for the Owners Policy of Title Insurance; (c)
all costs involved in preparation and recording all documents required for Closing; (d)
all Title Company escrow fees; and (e) prepayment penalties and/or charges required to
be paid by Seller on a preexisting mortgage entered into by Seller in good faith.At the Closing, Seller shall deliver a Special Warranty Deed, in the form attached
as Exhibit 2, conveying good and indefeasible title to the Property, subject only to
the permitted exceptions as set out in the Special Warranty Deed, and any other
documents reasonably required to complete the Closing in accordance with the usual
practices for Closing real estate transactions in Dallas County, Texas.Subject to the permitted exceptions, Seller is responsible for delivering
unencumbered title to DART at Closing. Except as otherwise provided in this
Agreement, Seller shall be liable for any encumbrances arising after Closing as a
result of the actions of the Seller. The terms of this sub-section shall survive
the Closing.Within ten (10) days of the Effective Date, DART will request a current title
commitment for the Property. DART shall, after receipt of the title commitment and
in no event less than sixty (60) days prior to the Closing, give written notice to
Seller of any objections DART has to the title as disclosed by the commitment. Any
matters shown on the title commitment to which DART does not object timely shall
become permitted exceptions.Seller shall have a reasonable time, not to exceed thirty (30) days after receipt of
DARTs title objections to cure such objections, and Seller covenants and agrees to
make a reasonable effort to eliminate the objected to exceptions, PROVIDED, HOWEVER,
that in no instance shall Seller be obligated to expend funds or undertake
litigation to remove such objections. In the event Seller is unable to remove such
title objections within the time provided, DART may either (a) waive the objections
and accept such title as Seller is able to convey and proceed to close the sale with
no abatement or reduction in the Purchase Price, or (b) institute eminent domain
proceedings for the acquisition of the Property. The foregoing shall be the sole
and exclusive remedies available to DART in the event Seller is unable to remove
DARTS title objections. IN THE EVENT SELLER IS UNABLE TO PROVIDE TITLE AS REQUIRED
HEREIN, AND DART IS COMPELLED TO INITIATE EMINENT DOMAIN PROCEEDINGS TO CURE THE
TITLE, THE PURCHASE PRICE STATED IN THE CONTRACT SHALL NOT BE ADMISSIBLE IN
SUBSEQUENT EMINENT DOMAIN PROCEEDINGS AND THIS AGREEMENT AND ALL NEGOTIATIONS
ASSOCIATED WITH THIS AGREEMENT SHALL BE INADMISSIBLE UNDER RULE 408 OF THE TEXAS
RULES OF EVIDENCE.In addition to the matters set out above, DART has the right to
accept the Property with specific exceptions. The terms of this paragraph shall
survive the closing or earlier termination of this Agreement.The Closing of this contract shall take place on May 1, 2007; provided, however,
Seller and Buyer may agree to an earlier date for the Closing by a written amendment
to this Agreement.(E)
    
    Possession of the Property shall be delivered to DART at Closing. Any
extension of occupancy beyond the date of Closing must be authorized by DART in
writing. During the period from the date of Closing until the Seller surrenders
possession to DART, the Seller shall exercise ordinary care in protecting the Property
from theft and vandalism. All Property, whether real or personal, included in this
agreement shall be delivered to DART in the same condition existing as of the effective
date of this agreement, less any reasonable wear and tear.(F)
    
    If DART desires a survey and/or hazardous materials study of the Property, it
shall be at DARTs expense; PROVIDED, HOWEVER, that Seller shall permit DARTs
hazardous
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materials inspectors and surveyor access to the Property for the purpose of making
such survey and study, and DART indemnifies Seller against any liens or damage to
the Property or injuries to persons arising out of the performance of such work on
the Property by DARTs hazardous materials inspectors and surveyor. The terms of
this sub-section shall survive the closing or earlier termination of this Agreement.(G)
    
    All risk of loss to the Property shall remain upon Seller prior to Closing.
If, prior to Closing, the Property shall be damaged or destroyed by any casualty loss,
such as fire, tornado, flood or the like, DART may either terminate this contract by
written notice to Seller within ten (10) business days after receipt of notice of said
casualty loss, or proceed to Closing. If DART elects to proceed with Closing
irrespective of such casualty loss, there shall be no reduction in the Purchase Price,
but Seller shall assign to DART Sellers interest in any insurance proceeds due to
Seller as a result of such casualty up to and including the Purchase Price. Any
insurance proceeds in excess of the Purchase Price shall remain the property of Seller.(H)
    
    It is understood by Seller and DART that the Property is being sold to DART
under the threat of eminent domain and that Sellers legal responsibility for any
Environmental Condition (as defined below) with respect to the Property shall be
determined as if DART had acquired the Property from Seller through an eminent domain
proceeding. The terms of this sub-section shall survive Closing.(I)
    
    DART acknowledges that in connection with the sale of the Property under this
Agreement, Seller has offered DART the opportunity to conduct whatever testing DART
deems appropriate with respect to the environmental condition of the Property. DART
further acknowledges that in the event DART discovers or otherwise learns of any
Environmental Condition (as defined below) related to the Property for which DART might
or will seek a recovery from Seller, that Seller requests that DART promptly give
Seller written notice of such Environmental Condition and promptly provide Seller with
copies of all data, reports and other information regarding the Environmental Condition
(the Environmental Condition Notice). Seller acknowledges that whether DART gives or
does not give Seller the Environmental Condition Notice is solely within DARTs
discretion and that this Agreement does not obligate DART to give such notice.
Environmental Condition shall mean the presence of any Regulated Substances (defined
below) at, in, on, or under the Property, in excess of TCEQ cleanup standards for
commercial/industrial land uses as defined in 30 TAC Sec. 350.4(a)(13) (Commercial
Standards). Regulated Substances shall mean any substances whether solid, liquid or
gaseous, which are regulated by the TCEQ as a hazardous substance, hazardous
material, hazardous waste, toxic substance, or solid waste. The terms of this
sub-section shall survive Closing.(J)
    
    In the event DART determines that an Environmental Condition exists that
requires disclosure to the TCEQ and for which DART might or will seek a recovery from
Seller, Seller requests that (i) all activities be performed in a least-cost manner and
only to the extent necessary to obtain a voluntary cleanup program (VCP) conditional
Certificate of Completion, or such other similar closure document from TCEQ to the
effect that the Environmental Condition meets Commercial Standards and (ii) that DART
keep Seller informed of the remediation efforts and DARTs communications with the TCEQ
(collectively the Sellers Remediation Request). Seller acknowledges that whether
DART gives or does not comply with Sellers Remediation Request is solely within DARTs
discretion and that this Agreement does not obligate DART to comply with such request.
The terms of this sub-section shall survive Closing.(K)
    
    DART warrants to Seller that no real estate broker or salesman has performed
services on behalf of DART such as to warrant payment of a commission by reason of the
Closing of this contract. Seller has been represented by CB Richard Ellis in
connection with the Property and will be solely responsible for any commission or other
compensation that may be due to CB Richard Ellis in connection with the Closing. Under
no circumstances
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will DART pay for or be responsible for a real estate commission to a broker or a
sales person.(L)
    
    All notices provided herein to be given to Sellers shall be in writing and
shall be given to Seller at 2819 Walnut Hill Lane, Dallas, Texas 75229 Attention: Peter
J. Burlage, Chief Executive Officeror to such other address as Seller shall hereafter
designate to DART by notice. All notices provided herein to be given to DART shall be
in writing and shall be given to Buyer at P.O. Box 660163, Dallas, Texas 75266-7230,
Attention: Assistant Vice President of Real Estate, or to such other address or
individual as DART shall hereafter designate to Seller by notice. Any and all notices
required or provided for herein shall be deemed to be effectively given when delivered
in person or when mailed by United States Registered or Certified Mail with postage
prepaid and addressed as herein above set forth.(M)
    
    The parties have chosen to defer discussion of the appropriate relocation costs
and other relocation benefits that will be paid by DART to Seller. These issues will
be addressed under a separate agreement between DART and Seller.(N)
    
    Miscellaneous:
 a.
    
    This contract shall be construed under and in accordance with
the laws of The State of Texas, and is entirely performable in Dallas County,
Texas.b.
    
    This contract embodies the entire Agreement between the parties
and supersedes all prior Agreements and understandings, if any, relating to the
Property and may be amended or supplemented only by a written instrument
executed by both parties.c.
    
    If any provision of this contract is held to be illegal,
invalid or unenforceable under present or future laws, such provisions shall be
fully severable and the contract shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part of the
contract. The remaining provisions of the contract shall be and remain in full
force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this contract. Furthermore,
in lieu of such illegal, invalid or unenforceable provision, there shall be
added, automatically as a part of this contract, a provision as similar in
terms to such illegal, invalid or unenforceable provision as may be possible
and be legal, valid or enforceable.d.
    
    This contract shall be binding and inure to the benefit of DART
and Seller and their respective heirs, personal representatives, successors and
assigns.e.
    
    Words of any gender used in this contract shall be held and
construed to include any other gender and words in the singular shall include
the plural, and vice versa, unless the context clearly requires otherwise.f.
    
    Neither party may assign its interest in this Agreement without
the prior consent of the other party.
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IN WITNESS WHEREOF AND EXECUTED st
 Peerless Mfg. Co./s/ Peter J. BurlageBy: Peter J. Burlage, Chief Executive Officer75-0724417Tax I.D. NumberPeerless Mfg. Co.2819 Walnut Hill LaneDallas. Texas 75229
 IN WITNESS WHEREOF AND EXECUTED rd
 DALLAS AREA RAPID TRANSITBy:
    
    /s/ Cleo GroundsCleo GroundsAssistant Vice-President, Real Estate
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