**Exhibit 10(m)**

** **

**COMMERCIALCONTRACT - IMPROVED PROPERTY**

 

**1.**              **PARTIES**:  Seller agrees to sell and convey to Buyerthe Property described in Paragraph 2. Buyer agrees to buy the Property fromSeller for the sales price stated in Paragraph 3. The parties to this contractare:

 

Seller:          Haggar Clothing Co., successor ininterest to Haggar Realty Company

Address:       6113 Lemmon Avenue Dallas, Texas 75209

Phone:                                                                                                                                                                                                             Fax:

 

Buyer:          PPM Specialists Ltd.,

Address:       2100 McKinney, Suite 1760, Dallas,Texas 75201

Phone:          214-224-1970                                                                                                                                                                                 Fax:  214-224-1989

 

**2.**              **PROPERTY:**

 

A.           “Property” means that real property situatedin Dallas County, Texas at 6113 Lemmon Avenue, Dallas, Texas *(address)* and that is depicted on theattached Exhibit A.

 

B.             Seller will sell and convey the Propertytogether with:

(1)                                  allbuildings, improvements, and fixtures;

(2)                                  allrights, privileges, and appurtenances pertaining to the Property, includingSeller’s right, title and interest in any minerals, utilities, adjacentstreets, alleys, strips, gores, and rights-of-way;

(3)                                  Seller’sinterest in all leases, rents, and security deposits for all or part of theProperty;

(4)                                  Seller’sinterest in all licenses and permits related to the Property;

(5)                                  Seller’sinterest in all third party warranties or guaranties, if transferable, relatingto the Property or any fixtures;

 

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

*(If the Property is a condominium, attachcondominium addendum.)*

 

**3.**              **SALESPRICE:** At or before closing, Buyer will pay the following salesprice for the Property:

 
| A.     | Cash portion payable by Buyer at closing       |   | $      | 15,500.000 |   |
|--------|------------------------------------------------|--------|--------|------------|--------|
|   |                                           |   |   |       |   |
| B.     | Sum of all financing described in Paragraph  4 |   | $      | —     |   |
|   |                                           |   |   |       |   |
| C.     | Sales price (sum of 3A and 3B)                 |   | $      | 15,500,000 |   |

 

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**4.**              **N/A**

 

**5.**              **EARNESTMONEY:**

 

A.           Not later than 3 days after the effectivedate, Buyer must deposit $25,000 as earnest money with Allegiance TitleCompany, Attn:  Alan Edmondson (titlecompany and escrow agent) at 2100 McKinney, Suite 1200, Dallas, Texas 75201(title company’s address), Buyer will deposit additional earnest money of$75,000 on or before the expiration of the Inspection Period (hereafterdefined).  The title company is theescrow agent under this contract.

 

B.             If Buyer fails to timely deposit theearnest money, Seller may terminate this contract by providing written noticeto Buyer before Buyer deposits the earnest money and may exercise Seller’sremedies under Paragraph 15.

 

C.             Buyer may instruct the escrow agent todeposit the earnest money in an interest bearing account at a federally insuredfinancial institution and to credit any interest to Buyer.

 

**6.**              **TITLEPOLICY, SURVEY, AND UCC SEARCH:**

 

A.           Title Policy:

 

(1)          Seller,at Seller’s expense, will furnish Buyer an Owner’s Policy of Title Insurance(the title policy) issued by the title company in the amount of the salesprice, dated at or after closing, insuring Buyer against loss under the titlepolicy, subject only to:

(a)          thosetitle exceptions permitted by this contract or as may be approved by Buyer inwriting: and

(b)         thestandard printed exceptions contained in the promulgated form of title policyunless this contract provides otherwise.

 

(2)          Thestandard printed exception as to discrepancies, conflicts, or shortages in areaand boundary lines, or any encroachment or protrusions, or any overlappingimprovements:

o    (a)          willnot be amended or deleted from the title policy.

 

ý    (b)         willbe amended to read “shortages in areas” at the expense of ýBuyer if requested by Buyer.

 

(3)          Buyermay object to any restrictive covenants on the Property within the timerequired under Paragraph 6D.

 

(4)          Within14 days after the effective date, Seller will furnish Buyer a commitment fortitle insurance (the commitment) including legible copies of recorded documentsevidencing title exceptions. Seller authorizes the title company to deliver thecommitment and related documents to Buyer at Buyer’s address.

 

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B.             Survey:

 

(1)          Within30 days after the effective date:

 
| ý | (a)    | Buyer will  obtain a survey of the Property at Buyer’s expense and deliver a copy of the  survey to Seller. If the closing occurs, Seller will reimburse Buyer for the  cost of such survey, such reimbursement obligation not to exceed, however,  $3,000. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                             |
| o      | (b)    | Seller, at  Seller’s expense, will furnish Buyer a survey of the Property dated after the  effective date.                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                             |
| o      | (c)    | Seller will  deliver a true and correct copy of Seller’s existing survey of the Property  dated                Seller,  at Seller’s expense:                                     |
|   |   |                                                                                                                                                                                                                                                             |
|   | o      | (i)                                                                                                                                                                                                                                                              | will have  the existing survey recertified on a date not earlier  than      |
|   |   |                                                                                                                                                                                                                                                             |   |
|   | o      | (ii)                                                                                                                                                                                                                                                             | will not  have the existing survey recertified. Seller o  will o will not deliver to  the title company an affidavit required by the title company for approval of  the survey that states that Seller knows of no changes or alterations to the  Property as depicted on the survey. |

 

(2)          Thesurvey required under Paragraph 6B(1) must be made by a Registered ProfessionalLand Surveyor acceptable to the title company. The survey must:

(a)             identify the Property by met and bounds orplatted lot description;

(b)            show that the survey was made and staked onthe ground with corners permanently marked;

(c)             set forth the dimensions and total area ofthe Property;

(d)            show the location of all improvements,highways, streets, roads, railroads, rivers, creeks or other waterways, fences,casements, and rights-of-way on the Property with all easements andrights-of-way referenced to their recording information;

(e)             Show any discrepancies or conflicts inboundaries, any visible encroachments, and any portion of the Property lying ina special flood hazard area (an “A” or “V” zone as shown on the current FederalEmergency Management Agency (FEMA) flood insurance rate map); and

(f)               contain the surveyor’s certificate thatthe survey is true and correct.

 

C.             UCC Search:

 
| o      | (1)    | Within         days after the effective date, Seller,  at Seller’s expense, will furnish Buyer a Uniform Commercial Code (UCC)  search prepared by a reporting service and dated after the effective date.  The search must identify documents that are on file with the Texas Secretary  of State and the county where the Property is located that relate to all  personal Property on the Property and show, as debtor, Seller and all other  owners of the personal property in the last 5 years. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ý | (2)    | Buyer does  not require Seller to furnish a UCC search.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

D.            Buyer’s Objections to the Commitment,Survey, and UCC Search:

 

(1)          Within10 days after Buyer receives the commitment, copies of the documents evidencingtitle exceptions, any required survey, and any required UCC search, Buyer mayobject to matters disclosed in the items

 

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(2)          Seller may, but is not obligated to,cure Buyer’s timely objections within 20 days after Seller receives theobjections; provided that Seller shall be obligated to cure the effects of thefollowing by Closing (collectively, the “Mandatory Core Matters”) liens againstthe Property created by or under Seller and conveyances of interests in theProperty made after the effective date hereof. The closing date will be extended as necessary to cure theobjections.  If Seller fails cure theobjections by the time required, Buyer may terminate this contract by providingwritten notice to Seller within 5 days after the time by which Seller must curethe objections.  If Buyer terminates, theearnest money, less any independent consideration under Paragraph 7B(3)(a),will be refunded to Buyer.

 

(3)          Buyer’s failure to timely object orterminate under this Paragraph 6D is a waiver of Buyer’s right to object exceptthat Buyer will not waive the requirements in Schedule C of the commitment norSeller’s obligation to cure the effects of the Mandatory Cure Matters

 

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

 
| ý | A.     | Present Condition:  *(Check (1) or (2) only)* |
|--------|--------|----------------------------------------------------|
|   |   |                                               |   |
|   | ý | (1)                                                | Buyer accepts the Property in its present “as-is” condition |
|   |   |                                               |   |
|   | o      | (2)                                                | Buyer accepts the Property in its present condition except that  Seller, at Seller’s expense, will complete the following before  closing:                                                    |
|   |   |                                               |   |
|   |   |                                               |   |

 
| ý | B.     | Feasibility: |
|--------|--------|--------------|
|   |   |         |   |
|   |   | (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 in Seller’s possession or readily  available to Seller.  The items Seller  will deliver are: |
|   |   |         | (e) | copies of all current service, maintenance, and management agreements  relating to the ownership and operation of the Property; |
|   |   |         | (m) | copies of all previous environmental assessments, studies, or  analyses made on or relating to the Property; |
|   |   |         | (n) | real and personal property tax statements for the Property for the  previous 2 calendar years; and        ; |

 

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(2)          Inspections, Studies or Assessments:

 

(a)          Fora period of 120 days after the effective date (such 120 day period being the“Inspection Period”) Buyer, at Buyer's expense, may complete or cause to becompleted inspections, studies, or assessments of the Property, including allimprovements and fixtures. Inspections, studies, or assessments may include,but are not limited to:

(i)             physicalproperty inspections (for example, structural pest control, mechanical,structural, electrical, and plumbing inspections);

(ii)          economicfeasibility studies;

(iii)       environmentalassessments (for example, soil tests, air sampling, and paint sampling);

(iv)      engineeringstudies; and

(v)         complianceinspections (for example, compliance determination with zoning ordinances,restrictions, building codes, and statutes).

 

(b)         Seller,at Seller’s expense, will turn on all utilities necessary for Buyer to makeinspections, studies, or assessments.

 

(c)          Buyermust:

(i)             employonly trained and qualified inspectors and assessors;

(ii)          notifySeller, in advance, of when the inspections or assessors will be on theProperty;

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

(iv)      notinterfere with existing operations or occupants of the Property; and

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

 

(d)         Exceptfor those matters that arise form the negligence of Seller or Seller’s agents,Buyer is responsible for any claim, liability, encumbrance, cause of action,and expenses resulting from Buyer’s inspections, studies, or assessments,including any property damage or personal injury. Buyer will indemnify, holdharmless, and defend Seller and Seller’s agents against any claim involving amatter for which Buyer is responsible under this paragraph. Notwithstanding theforegoing, Buyer’s indemnification obligation shall not extend to or cover anyclaims, liabilities, causes of action or expenses arising out of the discoveryor release of hazardous substances or materials, nor shall it cover anydiminution in the value of the Property as a consequence of the resultsrevealed by the Buyer’s tests and inspections. This paragraph survives termination of this contract.

 

(3)          FeasibilityPeriods and Right to Terminate:  Buyermay terminate this contract for any reason prior to the expiration of theInspection Period by providing Seller with written notice of termination. IfBuyer does not terminate within the time required, Buyer accepts the Propertyin its present “as is” condition. Seller is not obligated to make any repairsunder this contract. (*Check only one box*)

 
| o      | (a)    | If Buyer  terminates under this Paragraph 7B(3), the earnest money will be refunded to  Buyer less $       that Seller will retain  as independent consideration for Buyer’s right to terminate. Buyer has  tendered the independent consideration to Seller upon payment of the full  amount specified in Paragraph 5 to the escrow agent. The independent  consideration is to be credited to the sales price only upon closing of the  sale. |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ý | (b)    | Buyer has  paid Seller $100 as independent consideration for Buyer’s right to terminate  by tendering such amount directly to Seller or Seller’s agent. If Buyer  terminates under this Paragraph 7B(3), the earnest money will be refunded to  Buyer and Seller will retain the independent consideration. The independent  consideration x will o  not be credited to the sales price upon closing of the sale.                                                             |

 

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| (4)    | Return of  Property Information:  If this contract terminates for any reason, Buyer will, not  later than 10 days after the termination date:  (i) 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 (ii) deliver copies of all inspection and assessment reports  (excluding economic feasibility studies) related to the Property that Buyer  completed (all of which shall be accepted by Seller without recourse to, or  representation by Buyer) or caused to be completed. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | This  Paragraph 7B(4) survives termination of this contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (5)    | Contract  Affecting Operations:  Seller may not enter into, amend, or terminate any other  contract that affects the                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | operations  of the Property and which will survive the Lease (as such term is defined in  the Addendum of Additional Terms attached hereto) without Buyer’s prior  written approval.                                                                                                                                                                                                                                                                                                                                                                                             |

 

**8.****             ****BROKERS:**

 

A.           The brokers to this sale are:

 
| The Chaltas  Company                         |        | The Staubach  Company                               |
|----------------------------------------------|-------------|-----------------------------------------------------|
| Cooperating  Broker                          | License No. |                                                | Principal  Broker | License No. |
|                                         |        |                                                |   |   |
| 3501  Villanova, Suite 200, Dallas, TX 75225 |        | 15601 Dallas  Parkway, Suite 400, Addison, TX 75001 |
| Address                                      |        |                                                | Address |   |
|                                         |        |                                                |   |   |
| 214-368-2278                                 |        | 972-361-5208                                        |
| Phone                                        | Fax         |                                                | Phone | Fax |

 
| Cooperating  Broker represents buyer. |   | Principal  Broker:*(Check only one box)* |
|---------------------------------------|--------|------------------------------------------|
|                                  |   |                                     | ý   represents Seller only. |
|                                  |   |                                     | £  represents Buyer only. |
|                                  |   |                                     | £  is an intermediary between Seller and  Buyer. |

 

B.             Fees: *(Check only one box.)*

 
|   | £ | (1)    | Seller will  pay Principal Broker the fee specified by separate written commission  agreement between Principal Broker and Seller. Principal Broker will pay  Cooperating Broker the fee specified in the Agreement Between Brokers found  below the parties’ signatures to this contract.                                         |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                    |
|   | S      | (2)    | At the  closing of this sale, evidenced by payment of the sales price and delivery of  the special warranty deed, Seller will pay:                                                                                                                                                                                                      |
|   |   |   |                                                                                                                                                                                                                                                                                                                                    |
|   |   |   | Cooperating  Broker a total cash fee of:                                                                                                                                                                                                                                                                                                | Principal  Broker a total cash fee of: |
|   |   |   | S  1.5% of the sales price.                                                                                                                                                                                                                                                                                                        | S  1.5% of the sales price. |
|   |   |   | £                                                       . | £                                                       . |

 

The cash feeswill be paid in Dallas County, Texas. Seller authorizes escrow agent to pay thebrokers from the Seller’s proceeds at closing.

 

*NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earnedcommission with a lien against the Property.*

 

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**9.****             ****CLOSING:**

 

A.           Theclosing of the sale will be on or before 30 days after expiration of theInspection Period or within 7 days after objections to title have been cured,whichever date is later (the closing date). If either party fails to close bythe closing date, the non-defaulting party may exercise the remedies inParagraph 15.

 

B.             Atclosing, Seller will execute and deliver, at Seller’s expense, a £ general S special warrantydeed. The deed must include a vendor’s lien if any part of the sales price isfinanced. The deed must convey good and indefeasible title to the Property andshow no exceptions other than those permitted under Paragraph 6 or otherprovisions of this contract. Seller must convey the Property at closing:

(1)          withno liens, assessments, or Uniform Commercial Code or other security interestsagainst the Property which will not be satisfied out of the sales price unlesssecuring loans Buyer assumes;

(2)          withoutany assumed loans in default; and

(3)          withno persons in possession of any part of the Property as lessees, tenants atsufferance, or trespassers except tenants under the written leases assigned toBuyer under this contract and the Lease.

 

Thedescription of the Property contained in the deed shall be that set forth inthe survey.

 

C.             Atclosing, Seller, at Seller’s expense, will also deliver:

(1)          taxstatements showing no delinquent taxes on the Property;

(4)          tothe extent that the following items are assignable, an assignment to Buyer ofthe following items as they relate to the Property or its operations:

(a)          licenses and permits;

(b)         maintenance, management, and other contracts;and

(c)          warranties and guaranties;

(6)          evidencethat the person executing this contract is legally capable and authorized tobind Seller; and

(7)          anynotices, statements, certificates, affidavits, releases, and other documentsrequired by this contract, the commitment, or law necessary for the closing ofthe sale and the issuance of the title policy, all of which must be completedand executed by Seller as necessary.

 

D.            Atclosing, Buyer will:

(1)          paythe sales price in good funds acceptable to the escrow agent;

(2)          deliverevidence that the person executing this contract is legally capable andauthorized to bind Buyer;

(3)          executeand deliver any notices, statements, certificates, or other documents required bythis contract or law necessary to close the sale.

 

E.              Unlessthe parties agree otherwise, the closing documents will be as found in thebasic forms in the current edition of the State Bar of Texas Real Estate FormsManual without any additional clauses.

 

**10.**       **POSSESSION**:Seller will deliver possession of the Property to Buyer upon closing andfunding of this sale in its condition on commencement of the Inspection Period,ordinary wear and tear excepted. Until closing, Seller will operate theProperty in the same manner as on commencement of the Inspection Period. Anypossession by Buyer before closing or by Seller after closing that is notauthorized by a separate written lease agreement is a landlord-tenant atsufferance relationship between the parties.

 

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**11.**       **SPECIALPROVISIONS:**  *(Identify exhibit of special provisions are containedin an attachment.)*

 

See Addendumof Additional Terms attached hereto and made a part hereof.

 

**12**.       **SALES EXPENSES**:

 

A.           Seller’s Expenses:  Seller will pay for the following at orbefore closing:

(1)          releases of existing liens, other than thoseliens assumed by Buyer, including prepayment penalties and recording fees;

(2)          release of Seller’s loan liability, ifapplicable;

(3)          tax statements or certificates;

(4)          preparation of the deed and any bill of sale;

(5)          one-half of any escrow fee;

(6)          costs to record any documents to cure titleobjections that Seller elects to or is obligated to cure; and

(7)          other expenses that Seller will pay underother provisions of this contract.

 

B.             Buyer’s Expenses:Buyer will pay for the following at or before closing:

(1)          all loan expenses (for example, applicationfees, origination fees, discount fees, buy-down fees, commitment fees,appraisal fees, assumption fees, recording fees, tax service fees, mortgagestitle policy expenses, credit report fees, document preparation fees, interestexpense that Buyer’s lender requires Buyer to pay at closing, loan relatedinspection fees, amortization schedule fees, courier fees, underwriting fees,wire transfer fees, and other fees required by Buyer’s lender);

(2)          preparation fees of any deed of trust,

(3)          recording fees for the deed and any deed oftrust;

(4)          premiums for flood and hazard insurance asmay be required by Buyer’s tender;

(5)          one-half of any escrow fee;

(6)          copy and delivery fees for delivery of thetitle commitment and related documents; and

(7)          other expenses that Buyer will pay otherprovisions of this contract.

 

**13.****       PRORATIONS, ROLLBACK TAXES,ESTOPPEL CERTIFICATES, RENT, AND DEPOSITS:**

 

A.           Prorations:

 

(1)          Interest on any assured loan, taxes, rents,and any expense reimbursements from tenants will be prorated through theclosing date.

 

(2)          If the amount of ad valorem taxes for theyear in which the sale closes is not available on the closing date, taxes willbe prorated on the basis of taxes assessed in the previous year. If the taxesfor 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 inwhich the sale closes become available. This Paragraph 13A(2) survives closing.

 

(3)          If Buyer assumes a loan or is taking theProperty subject to an existing lien, Seller will transfer all reserve depositsheld by the lender for the payment of taxes, insurance premiums, and othercharges to Buyer at closing and Buyer will reimburse such amounts to Soller byan appropriate adjustment at closing.

 

B.             RollbackTaxes:  If Seller changes the use ofthe Property before closing or if a denial of a special valuation on theProperty claimed by Seller results in the assessment of additional taxes,penalties, or interest (assessments) for periods before closing, theassessments will be the obligation of Seller. If this sale or Buyer’s use ofthe Property after closing results in additional assessments for periods beforeclosing, the assessments will be the obligation of Buyer. This Paragraph 13Bsurvives closing.

 

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C.             N/A

 

D.            N/A

 

**14.****       CASUALTY LOSS ANDCONDEMNATION:**

 

A.           Ifany part of the Property is damaged or destroyed by fire or other casualtyafter the effective date. Seller at its option, may restore the Property to itsprevious condition as soon as reasonably possible and not later than theclosing date. If Seller has not done so or elects not to do so, Buyer may:

(1)          terminate this contract and the earnestmoney, less any independent consideration under Paragraph 7B(3)(a), will berefunded to Buyer;

(2)          extend the time for performance up to 15 daysand the closing date will be extended as necessary; or

(3)          accept at closing: (i) the Property to itsdamaged condition; (ii) an assignment of any insurance proceeds Seller isentitled to receive along with the insurer’s consent to the assignment; and(iii) a credit to the sales price on the amount of any unpaid deductible underthe policy for the loss.

 

B.             Ifbefore closing, condemnation proceedings are commenced or threatened by a partywith the power of eminent domain against any part of the Property, Buyer may:

(1)          terminate this contract by providing writtennotice to Seller within 15 days after Buyer is advised of the condemnationproceedings and the earnest money, less any independent consideration underParagraph 7B(3)(a), will be refunded to Buyer; or

(2)          take title to the Property subjects to suchcondemnation without or any reduction of the sales price and Seller will assignBuyer at closing any rights Seller has to the proceeds of such condemnation. IfBuyer elects under this clause (2), Seller shall not settle or compromise anyaward without Buyer’s written consent, which consent shall not be unreasonablywithheld or delayed

 

**15****          DEFAULT:**

 

A.           IfBuyer fails to comply with this contract, Buyer is in default and Seller may asits sole remedy:

(1)          terminate this contract and receive theearnest money as liquidated damages, thereby releasing the parties from thiscontract.

 

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C.             IfSeller fails to comply with this contract, Seller is in default and Buyer may,as its sole remedy, either

 

(1)          terminatethis contract and receive the earnest money less any independent considerationunder Paragraph 7B(3)(a) as liquidated damages thereby releasing the partiesfrom this contract; or

(2)          enforcespecific performance.

 

**16.****       ATTORNEY’S FEES:** IfBuyer, Seller, any broker, or any escrow agent is a prevailing party in anylegal proceeding brought under or with relation to this contract or thistransaction, such party is entitled to recover from the non-prevailing partiesall costs of such proceeding and reasonable attorney’s fees. This Paragraph 16survives termination of this contract.

 

**17.****       ESCROW:**

 

A.           At closing, the earnest money will beapplied to the sale price.

 

B.             If both parties make written demand forthe earnest money, escrow agent may require payment of unpaid expenses incurredon behalf of the parties and a written release of liability of escrow agentfrom all parties.

 

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

 

D.            Escrow agent will deduct any independentconsideration under Paragraph 7B(3)(a) before disbursing any earnest money toBuyer and will pay the independent consideration to Seller.

 

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

 

F.              Noticesunder this Paragraph 17 must be sent by certified mail, return receiptrequested.  Notices to escrow agent areeffective upon receipt by escrow agent.

 

**18.****       MATERIAL FACTS:****      **N/A

 

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**19.****       NOTICES:****            **All noticesbetween the parties under this contract must be in writing and are effectivewhen hand-delivered, mailed by certified mail return receipt requested, or sentby facsimile transmission to the parties addresses or facsimile numbers statedin Paragraph 1.  The parties will sendcopies of any notices to the broker representing the party to whom the noticesare sent but failure to do so shall not be a default under this Contract.

 

**20.****       FEDERAL TAX REQUIREMENT:****                                  **IfSeller is a “foreign person” as defined by applicable law, or if Seller failsto deliver at closing an affidavit that Seller is not a foreign person, thenBuyer will withhold from the sales proceeds at closing an amount sufficient tocomply with applicable tax law and deliver the amount withheld to the InternalRevenue Service (IRS), together with appropriate tax forms.  IRS regulations require filing writtenreports if currency in excess of specified amounts is received in thetransaction.

 

**21.****       DISPUTE RESOLUTION:****                           **Theparties agree to negotiate in good faith in an effort to resolve any disputerelated to this contact that may arise. If the dispute cannot be resolved by negotiation, the parties willsubmit the dispute to mediation before resorting to arbitration or litigationand will equally share the costs of a mutually acceptable mediator.  This paragraph survives termination of thiscontract.  This paragraph does notpreclude a party from seeking equitable relief from a court of competentjurisdiction.  The parties have noobligation to submit the dispute to arbitration.

 

**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 inaccordance with the laws of the State of Texas.

C.             This contract contains the entireagreement of the parties and may not be changed except in writing signed byboth parties.

 

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

 

 

 

E.              Buyerx may assign this contract in only thefollowing circumstances: (1) to an entity owned or controlled by Kenneth L.Schnitzer, Jr. or an affiliate of the Buyer, (2) in connection with a 1031 likekind exchange or (3) to a party who, concurrent with the purchase, will leasethe property to Buyer or any entity affiliated with Buyer or owned andcontrolled by Kenneth L. Schnitzer, Jr.

 

F.              Addendawhich are part of this contract are: (*Checkall that apply).*

 

p            (1)           Property Description Exhibit identified inParagraph 2;

p            (2)           Condominium Addendum;

p            (3)           Financing Addendum;

p            (4)           Commercial Property Condition Statement;

p            (5)           Addendum for Seller’s Disclosure ofinformation on Lead-Based Paint and Lead-Based Paint Hazards;

p            (6)           Notice to Purchaser of Real Property in aWater District (MUD);

p            (7)           Addendum for Coastal Area Property;

p            (8)           Addendum for Property Located Seaward of theGulf Intracoastal Waterway; and

ý            (9)           Addendum of Additional Terms.

 

*(Note: Counsel for the Texas Association of REALTORS® (TAR) has determined thatany of the foregoing addendum which are promulgated by the Texas Real EstateCommission (TREC) or published by TAR are appropriate for use with this form).*

 

**23.****       TIME:  **Timeis of the essence in this contract.  Theparties require strict compliance with the times for performance.  If the last day to perform under a provisionof this contract falls on Saturday, Sunday, or legal holiday, the time forperformance is extended until the end of the next day which is not a Saturday,Sunday, or legal holiday.

 

**24.****       EFFECTIVE DATE:  **Theeffective date of this contract for the purpose of performance of allobligations is the date the escrow agent receipts this contract after allparties execute the contract.

 

**25.****       ADDITIONAL NOTICES:**

 

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

 

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

 

C.             Ifthe Property adjoins or shares a common boundary with the tidally influencedsubmerged lands of the state, §33,136, Texas Natural Resources Code, requires anotice regarding coastal area property to be included as part of this contract.

 

D.            Ifthe Property is located seaward of the Gulf Intercoastal Waterway, §61,025,Texas Natural Resources Code, requires a notice regarding the seaward locationof the Property to be included as part of this contract.

 

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E.              Ifthe Property is located outside the limits of a municipality, the Property maynow or later be included in the extraterritorial jurisdiction (ET) of amunicipality and may now or later be subject to annexation by themunicipality.  Each municipalitymaintains a map the depicts its boundaries and ETJ.  To determine if the Property is located within a municipality’sETJ, Buyer should contact all municipalities located in the general proximityof the Property for further Information.

 

F.              Ifapartments or other residential units are on the Property and the units werebuild before 1978, federal law requires a lead-based paint and hazarddisclosure statement to be made part of this contract.

 

G.             Brokersare not qualified to perform property inspections, surveys, engineeringstudies, environmental assessments, or inspections to determine compliance withzoning, governmental regulations, or laws. Buyer should seek experts to perform such services.  Selection of experts, inspectors, andrepairmen is the responsibility of Buyer and not the brokers.

 

**26.****       CONTRACT AS OFFER:**Theexecution of this contract by the first party constitutes an offer to buy orsell the Property.  Unless the otherparty accepts the offer by 5:00 p.m., in the time zone in which the Property islocated, on February     ,  2003 the offer will lapse and become null and void.

 

**READTHIS CONTRACT CAREFULLY.  The brokersand agents make no representation or recommendation as to the legalsufficiency, legal effect, or tax consequences of this document or transaction.  CONSULT your attorney BEFORE signing.**

 

 
| Buyer’s   |                   | Seller’s                                    |
|----------------|------------------------|--------------------------------------------------|
| Attorney is    |                   |                                             |   | Attorney is |   |   |
|           |                   |                                             |   |   |   |   |
| Buyer:         | PPM  SPECIALISTS, LTD. |                                             |   | Seller: | HAGGAR  CLOTHING CO.. a Nevada corporation |   |
|           |                   |                                             |
|           | By:                    | PPM  Specialist of Texas, Inc., General Partners |   |   |   |   |
|           |                   |                                             |
| By:            | /s/ Kenneth  Schnitzer |                                             |   | By: | /s/ JM  Haggar III |   |
| Printed  Name: | Kenneth  Schnitzer     |                                             |   | Printed  Name: | JM Haggar  III |   |
| Title:         |                   |                                             |   | Title: | Chairman  & CEO |   |
|           |                   |                                             |
| Buyer:         |                   |                                             |   | Buyer: |   |   |
| By:            |                   |                                             |   | By: |   |   |
| Printed  Name: |                   |                                             |   | Printed  Name: |   |   |
| Title:         |                   |                                             |   | Title: |   |   |
|                |                        |                                                  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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**AGREEMENT BETWEEN BROKERS**

 

PrincipalBroker agrees to pay                                      (Cooperating Broker) a fee of$             or          %of the sales price when the Principal Broker’s fee is received.  Escrow agent is authorized and directed topay Cooperating Broker from Principal Broker’s fee at closing.  This Agreement Between Brokers supersedesany prior offers and agreements for compensation between brokers.

 

 
|                |   |             |   |
|---------------------|--------|------------------|--------|
| Cooperating  Broker |   | Principal Broker |
|                |   |             |
| By:                 |   |             | By:    |   |   |
|                     |        |                  |        |  |  |  |

 

ESCROW RECEIPT

 

Escrow agent acknowledgesreceipt of:

x A.  the contract on this day  February 14, 2003 (effective date);

x B.  earnest money in the amountof $25,000 in the form of wire transfer on February 14, 2003

 

 
| Escrow  Agent: | Allegiance  Title Company            |                | Address:     | 2100  McKinney, Suite 1200 |   |
|----------------|--------------------------------------|---------------------|--------------|----------------------------|--------|
|           |                                 | Dallas, Texas 75201 |         |
|           |                                 |
| By:            | /s/ Kerri  Majors for Nancy Colaluca |                | Phone:       | 214-954-5444               |   |
|           |                                 | Fax:                | 214-954-5502 |                       |
|                |                                      |                     |              |                            |        |  |  |  |  |  |  |  |  |

 

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**ADDENDUM OF ADDITIONAL TERMS**

 

This Addendumof Additional Terms (this “Addendum”) is attached to and made a part of thatcertain Commercial Contract-Improved Property between Haggar RealtyCorporation, as Seller, and PPM Specialist, Ltd., as Buyer (this “Contract”).

 

1.               **Studies.**

 

(a)                     Buyer acknowledges that any andall of the information, reports, tests, inspections and studies (collectively,the “Studies”) obtained from seller or obtained by Buyer concerning theProperty are proprietary and confidential in nature.  Buyer agrees not to disclose the Studies to any party outside ofBuyer’s organization, except to its attorneys, accountants, lenders orinvestors. Buyer must return all of the Studies, including all copies of theStudies, when this Contract is terminated for any reason.

 

(b)                    Buyer acknowledges that Seller hasnot made and does not make any warranty or representation regarding the truthor accuracy of the Studies or the source thereof.  Seller has not undertaken an independent investigation as to thetruth or accuracy of the Studies and Seller has provided any Studies solely asan accommodation to Buyer.  Inpermitting Buyer to review such Studies or information to assist Buyer, nothird-party benefits or relationships of any kind, either express or implied,have been offered, intended or created by Seller, and any such claims are expresslyrejected by Seller and waived by Buyer.

 

2.               **As-Is.** BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER HAS OR WILLHAVE, PRIOR TO THE END OF THE INSPECTION PERIOD, THOROUGHLY INSPECTED ANDEXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TOENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY.  BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREESTHAT BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATIONOF THE PROPERTY BY BUYER AND THAT BUYER IS PURCHASING THE PROPERTY ON AN “ASIS, “WHERE IS” AND “WITH ALL FAULTS” BASIS. WITHOUT REPRESENTATIONS,WARRANTIES AND COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE. IT ISUNDERSTOOD AND AGREED THAT SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES,WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE WITH RESPECT TO(i) ENVIRONMENTAL MATTERS OF ANY NATURE OR KIND WHATSOEVER RELATING TO THEPROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITHANY ENVIRONMENTAL PROTECTION, UNDERGROUND STORAGE TANKS, POLLUTION OR LAND USELAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS AND THE EXISTENCE IN OR ON THEPROPERTY

 

 

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OF ANYHAZARDOUS OR TOXIC MATERIALS; (ii) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUTLIMITATION SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATERRESERVOIRS, AND LIMITATIONS REGARDING WITHDRAWAL OF WATER THEREFROM; (iii)WHETHER OR NOT AND TO THE EXTENT TO WHICH THE PROPERTY OR ANY PORTION THEREOFIS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONEAREA, FLOOD PLAIN, FLOOD WAY OR SPECIAL FLOOD HAZARD; (iv) DRAINAGE; (v) SOILCONDITIONS; (vi) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BESUBJECT; (vii) AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTIONTHEROF, INCLUDING WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC; (viii)USAGE OF ANY ADJOINING PROPERTY; (ix) ACCESS TO THE PROPERTY OR ANY PORTIONTHEREOF; (x) THE COMPLIANCE OR NON-COMPLIANCE OF ANY OF THE PROPERTY WITH ANYAPPLICABLE FEDERAL, STATE OR LOCAL BUILDING CODES, ORDINANCES, LAWS, STATUTES,RULES OR REGULATIONS; (xi) THE VALUE, COMPLIANCE WITH PLANS OR SPECIFICATIONS,LOCATION, USE, MERCHANTABILITY, CONSTRUCTION, WORKMANLIKE CONDITION, ORDER, REPAIR,MAINTENANCE, DESIGN, QUALITY, DESCRIPTION, DURABILITY, OPERATION OR CONDITIONOF THE PROPERTY OR ANY PORTION THEREOF; (xii) THE QUALITY OF THE LABOR ORMATERIALS INCLUDED IN THE IMPROVEMENTS ON THE PROPERTY; (xiii) THE SUITABILITYOF THE PROPERTY OR ANY PORTION THEREOF FOR BUYER’S PURPOSES OR FITNESS FOR ANYUSAGE OR PURPOSE WHATSOEVER; OR (xiv) ANY OTHER MATTER RELATING TO THEPROPERTY. NOTHING CONTAINED IN THIS SECTION 2 SHALL LIMIT THE WARRANTIES OFTITLE SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED FROM SELLER TOBUYER AT CLOSING. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF REALESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITSCONSULTANTS IN PURCHASING THE PROPERTY. THE TERMS AND CONDITIONS OF THIS SECTION SHALL EXPRESSLY SURVIVE THECLOSING, SHALL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENT.

 

3.               **Seller’s Review Period**.  Seller’s corporate headquarters is locatedon the Property.  Seller shall have aninety (90) day period commencing on the effective date (such 90 day period is“Seller’s Review Period” and commences on the same day the Inspection Periodcommences) to determine the feasibility of relocating Seller’s headquarters toanother location.  If Seller, acting ingood faith, determines that relocation is not feasible, Seller

 

 

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may terminatethis Contract upon written notice to Buyer prior to the expiration of Seller’sReview Period.  In such event, Buyershall be entitled to return of the earnest money and Seller will reimburseBuyer for actual third party expenses incurred by Buyer in its inspection ofthe Property, up to, but not exceeding, $10,000.

 

4.               **Right of First Refusal**.  In the event Seller terminates this Contractpursuant to Section 3 of this Addendum, Seller, for a period of twelve (12)months after termination, shall not enter into any agreement with a third partyto purchase the Property until Seller has first notified Buyer in writing (the“Notice”) of its intent to do so. Buyer shall have twenty (20) days from thedate of receipt of the Notice to deliver written notice to Seller of Buyer’selection to purchase the Property.  Insuch event, within ten (10) days of Buyer’s election notice, the parties willenter in a contract of sale containing the terms and conditions of thisContract (excluding, however, the provisions of Section 3 and this Section 4 ofthe Addendum).  If Buyer does notdeliver written notice to Seller of Buyer’s election to purchase the Propertywithin such twenty (20) day period, then Buyer shall have no further rightswith respect to the Property and Seller may sell the Property on any terms andto any parties it chooses.

 

5.               **Back-up Contract**.  Prior to the expiration of the InspectionPeriod, Seller may continue to show the Property and receive, negotiate andaccept “back-up” contracts for the sale of the Property, each of which shall besubject to the terms of this Contract.

 

6.               **Lease**. At closing, Buyer, as landlord,and Seller, as tenant, shall enter into a lease of the Property (the“Lease”).  The Lease will be a triplenet lease (i.e. Seller, as tenant, shall pay all real estate taxes, insurancecosts, costs for utilities, all maintenance costs and the costs of all repairs,structural or otherwise; provided that Seller’s repair obligations shall belimited to those necessary to enable Seller to lawfully occupy the premises orto prevent danger of harm to persons or property) for a term of eighteen (18)months and a base rent of $102,500/month. The Lease will provide that Seller can terminate the Lease at any timeupon giving 180 days written notice of termination.  Further, the Lease will provide that Seller can remove, atSeller’s expense, any and all buildings, improvements, fixtures and tradefixtures on the Property, provided such removal is completed within ten (10)days after expiration of the Lease. Buyer will permit Seller access for such purpose.  The form of Lease shall be mutuallyacceptable to Seller and Buyer and the parties will negotiate its form in goodfaith during the Inspection Period.  Inview of the fact that Buyer intends to demolish the improvements on theProperty upon expiration of the Lease, appropriate adjustments will be made tostandard lease provisions such as insurance, maintenance, repairs, etc. andshall provide that any personal property of Seller or others remaining on theProperty ten (10) days after the expiration of the Lease shall be deemedabandoned by the owner thereof.

 

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7.               **Survival**.  Any right of action of Buyer for the breach by Seller of anyrepresentation, warranty or covenant contained herein shall not merge with thedeed delivered at closing but shall survive the closing.  Any suit by Buyer for any breach by Sellerof any representation, warranty or covenant contained herein must be filed onor before one year after the closing date or shall be forever barred.  Additionally, all agreements and indemnitiesof Seller and Buyer set forth in this Contract shall, to the extent notconsummated at Closing, survive the Closing of the transaction contemplated bythis Contract.

 

8.               **Conflict**.  If a conflict arises between the provisions of this Addendum andany other part of this Contract, this Addendum shall modify and supersede suchother part of this Contract to the extent necessary to eliminate any suchconflict but no further.  All termswhich are defined in this Contract shall have the same meaning when used inthis Addendum and vice versa, unless otherwise defined herein.

 

9.               **Confidentiality**.  Prior to closing, Seller and Buyer eachagree to make no public announcement of the transaction which is the subject ofthis Contract and each further agrees to use its good faith efforts to keepsuch transaction confidential, except that the parties may disclose thetransaction and its terms to their respective attorneys, accountants, lendersand investors.  After closing, Seller orBuyer shall have the right to make a public announcement of such transaction.

 

10.         **Further Agreements by Seller**.  Seller agrees to indemnify and hold Buyerharmless from and against, and to reimburse Buyer with respect to, any and allclaims, demands, causes of action, loss, damage, liabilities, costs andexpenses (including attorneys’ fees and court costs) asserted against orincurred by Buyer by reason of or arising out of the ownership, maintenanceand/or operation of the Property prior to the closing date.

 

11.         **Further Agreements by Buyer**.  Buyer agrees to indemnify and hold Sellerharmless from and against, and to reimburse Seller with respect to, any and allclaims, demands, causes of action, loss, damage, liabilities, costs andexpenses (including attorneys’ fees and court costs) asserted against orincurred by Seller by reason of or arising out of the ownership, maintenanceand/or operation of the Property subsequent to the closing date.  Nothing contained in this Section 11 shallmodify the obligations of Seller under the Lease.

 

12.         **Real Estate Commissions**.  Each party hereto agrees to indemnify andhold harmless the other party from and against any and all claims, losses,damages, costs or expenses of any kind or character arising out of or resultingfrom any agreement, arrangement or understanding (except as set forth inParagraph 8B of this Contract) alleged to have been made by such party or onits behalf with any broker or finder in connection with this Contract or thetransaction contemplated hereby.

 

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13.         **Tax Free Exchange**.  Seller, at Seller’s option, may sell theProperty in the manner necessary to accomplish a tax-free exchange underSection 1031 of the Internal Revenue Code of 1954, as amended.  Buyer, at no expense or liability to Buyer,will cooperate with Seller in such regard.

 

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EXHIBIT A

 

Legal Description

 

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