**Exhibit 10(b)**

 

**COMMERCIAL CONTRACT - IMPROVED PROPERTY**

 

**1.****            ****PARTIES: **Seller agrees to sell and convey to Buyer the Property described inParagraph 2.  Buyer agrees to buy theProperty from Seller for the sales price stated in Paragraph 3.  The parties to this contract are:

 
| Seller:  |   | Colinas Crossing, L.P., a  Texas limited partnership                                                                                                                              |
|----------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Address: |   | 15111 Luna Road, Suite  165, Dallas, Texas 75234,   Attention:  Steven A. Means                                                                                         |
| Phone:   |   | 214-269-3001                                                                                                                                                                      | Fax: | 214-956-5544 |
|     |   |                                                                                                                                                                              |   |
|     |   | with copies  to:                                                                                                                                                                  |   |
|     |   |                                                                                                                                                                              |   |
|     |   | Pacific  Realty Associates, L.P.  15350 S.W. Sequoia Parkway, Suite 300  Portland, Oregon 97224  Attention: F. Michael Nugent  Phone:  503-624-6300; Fax:  503-624-7755 |   |
|     |   |                                                                                                                                                                              |   |
|     |   | and                                                                                                                                                                               |   |
|     |   |                                                                                                                                                                              |   |
|     |   | Ralph G.  SantosPatton Boggs, LLP  2001 Ross Avenue  Suite 3000  Dallas, Texas 75201  Phone:  214-758-3544; Fax:  214-758-1550                                          |   |
|     |   |                                                                                                                                                                              |   |
| Buyer:   |   | Haggar Clothing Co., a  Nevada corporation                                                                                                                                        |
| Address: |   | 6113 Lemmon Avenue,  Dallas, Texas 75209, Attention: Legal Department                                                                                                             |
| Phone:   |   | 214-956-4184                                                                                                                                                                      | Fax: | 214-956-4561 |
|     |   |                                                                                                                                                                              |   |
|     |   | with a copy  to:                                                                                                                                                                  |   |
|     |   |                                                                                                                                                                              |   |
|     |   | Martha Harris  Thompson & Knight LLP  1700 Pacific Avenue  Suite 3300  Dallas, Texas 75201  Phone:  214-969-1610; Fax:  214-969-1751                                |   |

 

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

 

A.           “Property” means that real property situated in Dallas County, Texas at *(address)*and that is legally described on the attached Exhibit A together with:

 

(1)         all buildings, improvements, and fixtures;

(2)         all rights, privileges, and appurtenancespertaining to the Property, including Seller’s right, title and interest in anyminerals, utilities, adjacent streets, alleys, strips, gores, andrights-of-way;

 

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(4)         Seller’s interest in all licenses and permitsrelated to the Property;

(5)         Seller’s interest in all third partywarranties or guaranties, if transferable, relating to the Property or anyfixtures;

(7)         all Seller’s tangible personal propertylocated on the Property that is used in connection with the Property’soperations, including withoutlimitation, the personal property described on the attached Exhibit B, but notincluding tools and other maintenance equipment and materials having a totalvalue of less than $1,000.

 

*(Describe any exceptions, reservations, or restrictions inParagraph 11 or an addendum.)*

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

 

**3.****            ****SALES PRICE: **At or before closing, Buyer will pay the following sales price for theProperty:

 
| A.     |   | Cash  portion payable by Buyer at closing      |   | $      | 14,110,000 |   |
|--------|--------|------------------------------------------------|--------|--------|------------|--------|
|   |   |                                           |   |   |       |
| B.     |   | Sum of all financing  described in Paragraph 4 |   | $      |       |   |
|   |   |                                           |   |   |       |
| C.     |   | Sales price (sum of 3A and  3B)                |   | $      | 14,110,000 |   |

 

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

 

**5.****            ****EARNEST MONEY:**

 

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

 

B.             If Buyer fails to timely deposit the earnestmoney, Seller may terminate this contract by providing written notice to Buyerbefore Buyer deposits the earnest money and may exercise Seller’s remediesunder Paragraph 15.

 

C.             Buyer may instruct the escrow agent to depositthe earnest money in an interest bearing account at a federally insuredfinancial institution.  All interest accruing on the earnest moneyshall become part of the earnest money and shall be disbursed to the partyentitled to the earnest money under this contract.

 

**6.****            ****TITLE POLICY, SURVEY, ANDUCC SEARCH:**

 

A.           Title Policy:

 

(1)         Seller, at Seller’s expense, will furnishBuyer an Owner’s Policy of Title Insurance (the title policy) issued by thetitle company in the amount of the sales price, dated as of the date of  closing, insuring Buyer against loss under the title policy,subject only to:

 

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

(b)         the standard printedexceptions contained in the promulgated form of title policy unless thiscontract provides otherwise.

 

(2)         The standard printed exception as todiscrepancies, conflicts, or shortages in area and boundary lines, or anyencroachment or protrusions, or any overlapping improvements:

o           (a)           will not be amended or deleted from the titlepolicy.

ý           (b)          will be amended to read “shortages in areas”at the expense of  ý Buyer oSeller.

 

(3)         Buyer may object to any restrictive covenantson the Property within the time required under Paragraph 6D.

 

(4)         Within 10 days after theeffective date, Seller will furnish Buyer a commitment for title insurance (thecommitment) including legible copies of recorded documents evidencing titleexceptions.  Seller authorizes the titlecompany to deliver the commitment and related documents to Buyer at Buyer’saddress.

 

B.             Survey:

 

(1)         Within 15 days after theeffective date:

 

o           (a)           Buyer will obtain a survey of the Property atBuyer’s expense and deliver a copy of the survey to Seller.

 

ý           (b)          Seller will furnish Buyer a survey of theProperty dated after the effective date.

 

o           (c)           Seller will deliver a true and correct copyof Seller’s existing survey of the Property dated                               .  Seller, at Seller’s expense:

 

o            (i)             willhave the existing survey recertified on a date not earlier than                                           .

o            (ii)          willnot have the existing survey recertified. Seller o will o willnot deliver to the title company an affidavit required by the title company forapproval of the survey that states that Seller knows of no changes oralterations to the Property as depicted on the survey.

 

(2)         The survey required under Paragraph 6B(1)must be made by a Registered Professional Land Surveyor acceptable to the titlecompany.  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 cornerspermanently 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, andrights-of-way on the Property with all easements and rights-of-way referencedto their recording information;

(e)          show any discrepancies or conflicts in boundaries, any visibleencroachments, and any portion of the Property lying in a special flood hazardarea (an “A” or “V” zone as shown on the current Federal Emergency ManagementAgency (FEMA) flood insurance rate map); and

(f)            contain the surveyor’s certificate that thesurvey is true and correct inthe form attached as Exhibit C.

 

C.             UCC Search:

 

ý            (1)          Within10 days after the effective date, Seller, atSeller’s expense, will furnish Buyer a Uniform Commercial Code (UCC) searchprepared by a reporting service and dated after the effective date.  The search must identify documents that areon file with the Texas Secretary of State and the county where the Property islocated that relate to all personal property on the Property and show, asdebtor, Seller, i2 TechnologiesUS, Inc. (“i2”), and all otherowners of the personal property in the last 5 years.

 

o            (2)          Buyerdoes not require Seller to furnish a UCC search.

 

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

 

(1)         Within 14 days after Buyerreceives the commitment, copies of the documents evidencing title exceptions,any required survey, and any required UCC search, Buyer may object to mattersdisclosed in the items.

 

(2)         Seller may, but is not obligated to, cureBuyer’s timely objections within 20 days after Seller receives the objections; provided, however, Seller is obligated tocause the removal of any liens against the Property created by or under Sellerand conveyances of interests in the Property made after the effective datehereof (“Mandatory Cure Matters”).  The closing date will be extended asnecessary to cure the objections.  IfSeller fails to cure the objections by the time required, Buyer may terminatethis contract by providing written notice to Seller within 5 days after thetime by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independentconsideration under Paragraph 7B(3)(a), will be refunded to Buyer.

 

(3)         Buyer’s failure to timely object or terminateunder this Paragraph 6D is a waiver of Buyer’s right to object except thatBuyer will not waive the requirements in Schedule C of the commitment or Seller’s obligation to cure the effects ofthe Mandatory Cure Matters.

 

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

 

o            A.           Present Condition:  *(Check (1) or (2) only.)*

 

o            (1)          Buyeraccepts the Property in its present “as-is” condition.

 

o            (2)          Buyeraccepts the Property in its present condition except that Seller, at Seller’sexpense, will complete the following before closing:

 

.

 

ý            B.             Feasibility:

 

(1)          Delivery of Property Information: Within 5 days after the effective date, Seller willdeliver to Buyer the following items to the extent that the items are inSeller’s possession or are readily available to Seller.  Any item not delivered is deemed not be inSeller’s possession or readily available to Seller.  The items Seller will deliver are:

(c)          a current inventory of all personal property to be conveyed under thiscontract;

(e)          copies of all current service, maintenance, and management agreementsrelating to the ownership and operation of the Property (the “Service Contracts”);

(f)            copies of current utility capacity lettersfrom the Property’s water and sewer service provider;

(g)         copies of all current warranties and guaranties relating to all or partof the Property;

(j)             a copy of the “as-built” plans andspecifications and plat of the Property;

(k)          copies of all invoices for utilities and repairs incurred by Seller forthe Property  for calendar year 2002 and 2003 year-to-date;

(m)       copies of all previous environmental assessments, studies, or analysesmade on or relating to the Property.

 

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(n)         real  property tax statementsfor the Property for the previous 2 calendar years; and      ;

(o)         information regarding the current ad valorem tax contest with respectto the Property.

 

 

(2)          Inspections, Studies or Assessments:

 

(a)          Within 60 days after the effective date (the “Inspection Period”),Buyer, at Buyer’s expense, may complete or cause to be completed inspections,studies, or assessments of the Property, including all improvements andfixtures.  Inspections, studies, orassessments may include, but are not limited to:

(i)             physical property inspections (for example,structural, pest control, mechanical, structural, electrical, and plumbinginspections);

(ii)          economic feasibility studies;

(iii)       environmental assessments (for example, soil tests, air sampling, andpaint sampling);

(iv)      engineering studies; and

(v)         compliance inspections (for example, compliance determination withzoning ordinances, restrictions, building codes, and statutes).

 

(b)         Seller, at Seller’s expense, will turn on all utilities necessary forBuyer to make inspections, studies, or assessments.

 

(c)          Buyer must:

(i)             employ only trained and qualified inspectorsand assessors;

(ii)          notify Seller, in advance, of when the inspections or assessors will beon the Property;

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

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

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

 

(d)         Except for those matters that arise from the negligence of Seller orSeller’s agents, Buyer is responsible for any claim, liability, encumbrance,cause of action, and expenses resulting from Buyer’s inspections, studies, orassessments, including any property damage or personal injury.  Buyer will indemnify, hold harmless, anddefend Seller and Seller’s agents against any claim involving a matter forwhich Buyer is responsible under this paragraph.  Notwithstanding the foregoing, Buyer’sindemnification obligation shall not extend to or cover any claims,liabilities, causes of action or expense arising out of the discovery ofhazardous substances or materials, nor shall it cover any diminution in thevalue of the Property as a consequence of the results revealed by the Buyer’stests and inspections.  Prior toclosing, Buyer shall not disclose any information to third parties regardingthe environmental condition of the Property, or provide any environmentalassessment of the Property to any third parties, without the prior writtenauthorization of Seller.  If applicablelaws require disclosure of any matter relating to the environmental conditionof the Property, Buyer shall advise Seller of such requirement but Seller shallbe responsible for complying with such requirement.  Thisparagraph survives termination of this contract.

 

(3)          Feasibility Periods and Right to Terminate: Buyer may terminate this contract for any reason prior to the expiration of the InspectionPeriod  by providing Seller with written notice oftermination. If Buyer does not terminate within the time required, Buyeraccepts the Property in its present “as is” condition.  SeeAddendum of Additional terms for additional provisions regarding termination.  *(Check only one box.)*

 

ý            (a)          IfBuyer terminates under this Paragraph 7B(3), the earnest money will be refundedto Buyer less $ 100 that Seller will retain as independentconsideration for Buyer’s right to terminate. Buyer has tendered the independent consideration to Seller upon paymentof the full amount specified in Paragraph 5 to the escrow agent.  The independent consideration is to becredited to the sales price only upon closing of the sale.

 

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o            (b)         Buyerhas paid Seller$                                      as independent consideration for Buyer’s right to terminate by tendering suchamount directly to Seller or Seller’s agent. If Buyer terminates under this Paragraph 7B(3), the earnest money willbe refunded to Buyer and Seller will retain the independent consideration.  The independent consideration o will o willnot be credited to the sales price upon closing of the sale.

 

(4)          Return of Property Information:  Ifthis contract terminates for any reason, Buyer will, not later than 10 daysafter the termination date: (i) return to Seller all those items described inParagraph 7B(1) that Seller delivered to Buyer and all copies that Buyer madeof those items; and (ii) deliver copies of all inspection and assessmentreports (excluding economic feasibility studies) related to the Property thatBuyer completed or caused to be completed, all of which shall be accepted by Seller without recourse to, orrepresentation by, Buyer.  This Paragraph 7B(4) survives termination ofthis contract.

 

(5)          Contract Affecting Operations: Seller may not enter into, amend, orterminate any  contract that affects theoperations of the Property without Buyer’s prior written approval unless such contract can be terminated priorto the closing date or upon 30 days written notice.

 

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

 

A.           The brokers to this sale are:

 
| N/A                |   |                                                      |   | The Staubach Company |   |         |
|--------------------|--------|-----------------------------------------------------------|--------|----------------------|--------|--------------|
| Cooperating Broker |   | License  No.                                              |   | Principal Broker     |   | License  No. |
|               |   |                                                      |   |                 |   |         |
|               |   | 15601 Dallas Parkway,  Suite 400, Addison, TX  75001 |
| Address            |   | Address                                                   |   |                 |
|               |   |                                                      |   |                 |   |         |
|               |   | 972-361-5208                                              |   |                 |
| Phone              |   | Fax                                                       |   | Phone                |   | Fax          |

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

 

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

 

o            (1)          Sellerwill pay Principal Broker the fee specified by separate written commissionagreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in theAgreement Between Brokers found below the parties’ signatures to this contract.

 

ý            (2)          Atthe closing of this sale, Seller will pay:

 
| Cooperating Broker a total  cash fee of:                                                                                                                                                                                                                                                                                                                                                                 |   | Principal Broker a total  cash fee of:          |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------|
| o                       % of the sales price.                                                                                                                                                                                                                                                   |   | ý  4.5% of the sales price, plus |
| o                                                                 . |   | ý  $200,000.                     |

 

The cash fees will be paidin Dallas County, Texas.  Seller authorizes escrow agent to pay the brokers from theSeller’s proceeds at closing.  Such commission shall not be earned orpayable unless and until the closing actually occurs and shall be in lieu ofany compensation payable to Principal Broker by i2 Technologies, Inc.

 

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

 

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

 

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

 

A.           The closing of the sale will be on or before the earlier of (i) July 31, 2003 or (ii)the date which is five (5) days after the closing of the sale of the LemmonAvenue Property (as hereinafter defined) to the Lemmon Avenue Buyer (ashereafter defined)                (the closing date).  If either party fails to close by theclosing date, the non-defaulting party may exercise the remedies inParagraph 15.

 

B.             At closing, Seller will execute and deliver,at Seller’s expense, a  o general ý special warranty deed.  The deedmust include a vendor’s lien if any part of the sales price is financed.  The deed must convey good and indefeasibletitle to the Property and show no exceptions other than those permitted underParagraph 6 or other provisions of this contract.  Seller must convey the Property at closing:

(1)          with no liens, assessments, or Uniform Commercial Code or othersecurity interests against the Property which will not be satisfied out of thesales 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.

 

C.             At closing, Seller, at Seller’s expense, willalso deliver:

(1)          tax statements showing no delinquent taxes on the Property;

(2)          a bill of sale with warranties to title conveying title, free and clearof all liens, to any personal property defined as part of the Property inParagraph 2 or sold under this contract;

(4)          to the extent that the following items are assignable, an assignment toBuyer of the 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)          evidence that the person executing this contract is legally capable andauthorized to bind Seller; and

(7)          any notices, statements, certificates, affidavits, releases, and otherdocuments required by this contract, the commitment, or law necessary for theclosing of the sale and the issuance of the title policy, all of which must becompleted and executed by Seller as necessary to satisfy the Title Company, subject, however, to Seller’s approval ineach case, which approval will not be unreasonably withheld.

 

D.            At closing, Buyer will:

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

(3)          execute and deliver any notices, statements, certificates, or otherdocuments required by this contract or law necessary to close the sale.

(4)          execute and deliver written confirmation that Buyer has received a copyof the Declaration of Covenants, Conditions and Restrictions (“CCRs”) datedApril 6, 1994, executed by Park West/Fairview Associates and recorded atVolume 94066, Page 6090 of the Real Property Records of Dallas County, Texas,as heretofore supplemented by that certain Supplemental Declaration recorded atVolume 97231, Page 731 of the Real Property Records of Dallas County, Texas,and the three amendments of the CCRs.

 

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

 

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**10.****      ****POSSESSION: **Seller will deliver possession of the Property to Buyer upon closingand funding of this sale in its present condition, ordinary wear and tearexcepted.  Until closing, Seller willoperate the Property in the same manner as on the effective date and will nottransfer or dispose of any of the personal property described in Paragraph 2Bor sold under this contract.  Anypossession by Buyer before closing or by Seller after closing that is notauthorized by a separate written lease agreement is a landlord-tenant at sufferancerelationship between the parties,

 

**11.****      ****SPECIAL PROVISIONS: ***(Identify exhibit if special provisions are containedin an attachment.)*

 

A.           See Addendum of Additional Terms.

 

B.             Buyer acknowledges that Seller has disclosedto Buyer that Seller intends to contest the 2003 ad valorem taxes for theProperty.  See the Addendum ofAdditional Terms attached hereto for additional provisions concerning suchcontest.

 

C.             The deed conveying the Property to Buyershall require that one monument sign (but not both monument signs) on thestreet entrance to the Property retain the name “Two Colinas Crossing” (thoughsuch requirement shall not restrict Buyer’s rights to building signage on theProperty so long as signage complies with the requirements of the CCRs).  Prior to the end of the Inspection Period,the parties will mutually agree as to all of Buyer’s signage requirements.  The name and logo of Buyer may be placed onboth monument signs.  As between thename “Two Colinas Crossing” and the name and logo of Buyer, the name and logoof Buyer will be more prominent.  Thecosts to remove the i2 name and logo and add the name and logo of Buyer shallbe borne by Buyer.  The costs to remove,relocate and/or add the “Two Colinas Crossing” name shall be borne by Seller.

 

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

 

A.           Seller’s Expenses: Seller will pay for the following at orbefore 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 and any bill of sale;

(5)          one-half of any escrow fee (suchone-half not to exceed $500);

(6)          costs to record any documents to cure title objections that Seller mustcure; and

(7)          other expenses that Seller will pay under other provisions of thiscontract.

 

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

(1)          all loan expenses (for example, application fees, origination fees,discount fees, buy-down fees, commitment fees, appraisal fees, assumption fees,recording fees, tax service fees, mortgagee title policy expenses, creditreport fees, document preparation fees, interest expense that Buyer’s lenderrequires Buyer to pay at closing, loan related inspection fees, amortizationschedule fees, courier fees, underwriting fees, wire transfer fees, and otherfees required by Buyer’s lender);

(2)          preparation fees of any deed of trust,

(3)          recording fees for the deed and any deed of trust;

(4)          premiums for flood and hazard insurance as may be required by Buyer’slender;

(5)          one-half of any escrow fee;

(6)          copy and delivery fees for delivery of the title commitment and relateddocuments; and

(7)          other expenses that Buyer will pay under other provisions of thiscontract.

 

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

 

A.           Prorations:

 

(1)          taxes and assessments bythe property owner’s association willbe prorated through the closing date.

 

(2)          If the amount of ad valorem taxes for the year in which the sale closesis not available on the closing date, taxes will be prorated on the basis oftaxes assessed in the previous year.  Ifthe taxes for the year in which the sale closes vary from the amount proratedat closing, the parties will adjust the prorations when the tax statements forthe year in which the sale closes become available.  This Paragraph 13A(2) survives closing.

 

B.             Rollback Taxes:  IfSeller changes the use of the Property before closing or if a denial of aspecial valuation on the Property claimed by Seller results in the assessmentof additional taxes, penalties, or interest (assessments) for periods beforeclosing, the assessments will be the obligation of Seller.  If this sale or Buyer’s use of the Propertyafter closing results in additional assessments for periods before closing, theassessments will be the obligation of Buyer. This Paragraph 13B survives closing.

 

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

 

A.           If any part of the Property is damaged or destroyed by fire or othercasualty after the effective date, at Buyer’s election, Seller must restore theProperty to its previous condition as soon as reasonably possible and not laterthan the closing date or Buyer may:

 

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(1)          terminate this contract and the earnest money, less any independentconsideration under Paragraph 7B(3)(a), will be refunded to Buyer; or

(3)          accept at closing: (i) the Property in its damaged condition; (ii) anassignment of any insurance proceeds Seller is entitled to receive along withthe insurer’s consent to the assignment; and (iii) a credit to the sales priceon the amount of any unpaid deductible under the policy for the loss.

Buyer agrees that if (x) thedamage is less than $250,000, (y) the damage can be repaired within 90 days,and (z) Seller commits to perform such repairs in a good a workmanlike manner(using available insurance proceeds) within such 90 days after the damageoccurs, then Buyer will not have the right to terminate this contract by reasonof the damage, but will have the right to require that Seller restore theProperty to its previous condition.

 

B.             If before closing, condemnation proceedings are commenced against any part of theProperty that will adverselyaffect Buyer’s ability to use the Property for its intended purposes, Buyer may:

(1)          terminate this contract by providing written notice to Seller within 15days after Buyer is advised of the condemnation proceedings and the earnestmoney, less any independent consideration under Paragraph 7B(3)(a), will berefunded to Buyer; or

(2)          appear and defend the condemnation proceedings and any award will, atBuyer’s election, belong to:

(a)          Seller and the sales price will be reduced by the same amount; or

(b)         Buyer and the sales price will not be reduced.

 

Seller represents that ithas no knowledge of any pending or threatened condemnation affecting theProperty and that it has received no notice of any such condemnation.

 

**15.****      ****DEFAULT:**

 

A.           If Buyer fails to comply with this contract, Buyer is in default andSeller, as its sole remedy, may:

(1)          terminate this contract and receive the earnest money as liquidateddamages, thereby releasing the parties from this contract; or

(2)          as provided in the Addendum of Additional Terms attached hereto andsubject to the conditions set forth therein, enforce specific performance.

 

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

(1)          terminate this contract and receive the earnest money less anyindependent consideration under Paragraph 7B(3)(a) as liquidated damagesthereby releasing the parties from this contract; or

(2)          enforce specific 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 16 survives termination ofthis contract.

 

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

 

A.           At closing, the earnest money will be applied to the sales price.

 

B.             If both parties make written demand for theearnest money, escrow agent may require payment of unpaid expenses

 

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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.  Ifescrow agent does not receive written objection to the demand from the otherparty within 30 days after the date escrow agent sent the demand to the otherparty, escrow agent may disburse the earnest money to the party making demand,reduced by the amount of unpaid expenses incurred on behalf of the partyreceiving the earnest money and escrow agent 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.              If escrow agent complies with this Paragraph17, each party hereby releases escrow agent from all claims related to thedisbursal of the earnest money.

 

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

 

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

 

**19.****      ****NOTICES: **All notices between the parties under this contract must be in writingand are effective when hand-delivered, mailed by certified mail return receiptrequested, or sent by facsimile transmission to the parties addresses orfacsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representingthe

 

11

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partyto whom the notices are 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: **The parties agree to negotiate in good faith in an effort to resolveany dispute related to this contract that may arise.  If the dispute cannot be resolved by negotiation, the partieswill submit the dispute to mediation before resorting to arbitration orlitigation and will equally share the costs of a mutually acceptablemediator.  This paragraph survivestermination of this contract.  Thisparagraph does not preclude a party from seeking equitable relief from a courtof competent jurisdiction.  The parties have no obligation to submit thedispute 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 entire agreementof the parties and may not be changed except in writing signed by both parties.

 

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

 

E.              Buyer ý may  o may not assign this contract, but only to anaffiliate of Buyer or to another party agreeing to facilitate a tax freeexchange of the Property for other property owned by Buyer.  If Buyer assigns this contract, Buyer will not be relieved of any future liability under this contract.

 

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

 

o            (1)          PropertyDescription Exhibit identified in Paragraph 2;

o            (2)          CondominiumAddendum;

o            (3)          FinancingAddendum;

o            (4)          CommercialProperty Condition Statement;

o            (5)          Addendumfor Seller’s Disclosure of Information on Lead-Based Paint and Lead-Based PaintHazards;

o            (6)          Noticeto Purchaser of Real Property in a Water District (MUD);

o            (7)          Addendumfor Coastal Area Property;

o            (8)          Addendumfor Property Located Seaward of the Gulf Intracoastal Waterway; and

ý            (9)          Addendumof Additional Terms.

 

*(Note:  Counsel forthe Texas Association of REALTORS® (TAR) has determined that any of theforegoing addendum which are promulgated by the Texas Real Estate Commission(TREC) or published by TAR are appropriate for use with this form).*

 

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

 

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

 

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

 

A.           Buyer should have an abstract covering the Property examined by anattorney of Buyer’s selection, or Buyer should

 

12

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befurnished with or obtain a title policy.

 

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

 

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

 

D.            If the Property is located seaward of theGulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires anotice regarding the seaward location of the Property to be included as part ofthis contract.

 

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

 

F.              If apartments or other residential units areon the Property and the units were built before 1978, federal law requires alead-based paint and hazard disclosure statement to be made part of thiscontract.

 

G.             Brokers are not qualified to perform propertyinspections, surveys, engineering studies, environmental assessments, orinspections to determine compliance with zoning, governmental regulations, orlaws.  Buyer should seek experts toperform such services.  Selection ofexperts, inspectors, and repairmen is the responsibility of Buyer and not thebrokers.

 

**26.****      ****CONTRACT AS OFFER:** The execution of this contract by the firstparty constitutes an offer to buy or sell the Property.  Unless the other party accepts the offer by5:00 p.m., in the time zone in which the Property is located, on May           the offer will lapse and become null andvoid.

 

13

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**READ THISCONTRACT CAREFULLY.  The brokers andagents 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 is                                      |                                   |                                                         | Attorney is   | Steven A.  Means Interests, Inc., a general partner |
|                                             |                                   |                                                         |
|                                             |                                   |                                                         |
| Buyer: HAGGAR CLOTHING CO., a Nevada corporation |                                   | Seller: COLINAS CROSSING, L.P., a Texas limited  partnership |
|                                             |                                   |                                                         |
| By:                                              | /s/ Frank D. Bracken                   |                                                         | By:           | /s/ Steven  A. Means                                |
|                                             |                                   |                                                         |
| Printed Name:                                    | Frank D. Bracken                       |                                                         | Printed Name: | Steven A.  Means                                    |
|                                             |                                   |                                                         |
| Title:                                           | President and Chief Operating  Officer |                                                         | Title:        |  President                                     |
|                                             |                                   |                                                         |
| Date:                                            |  May 8, 2003                      |                                                         | Date:         | May 9, 2003                                         |
|                                             |                                   |                                                         |
|                                             |                                   |                                                         |
| Buyer:                                           |                                   |                                                         | Seller:       |                                                |
|                                             |                                   |                                                         |
| By:                                              |                                   |                                                         | By:           |                                                |
|                                             |                                   |                                                         |
| Printed Name:                                    |                                   |                                                         | Printed Name: |                                                |
|                                             |                                   |                                                         |
| Title:                                           |                                   |                                                         | Title:        |                                                |
|                                                  |                                        |                                                              |               |                                                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

**AGREEMENT****OF****BROKER**

 

Principal Broker agrees to the terms setforth in Section 8 of this Contract as being the correct statement of theagreement between Seller and the Principal Broker regarding Principal Broker’sfee.  This Agreement ofBroker supersedes any prior offers and agreements for compensation of Principal Broker.

 

 
|   |             | The Staubach  Co. |   |
|--------|------------------|-------------------|--------|
|   | Principal Broker |
|   |             |
|   |             |
| By:    |             |              | By:    | /s/ Paul  Whitman |   |
|        |                  |                   |        |  |  |

 

**ESCROW RECEIPT**

 

Escrow Agent acknowledges receipt of:

ý            A.           the contract on this day May 9, 2003(effective date);

ý            B.             earnest money in the amount of $ 25,000 inthe form of Company check on May 12, 2003.

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

 

14

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EXHIBIT A

 

**LEGAL DESCRIPTION OF LAND**

 

**TRACT2**

 

BEING a tract of land situatedin the William P. Shahan Survey, Abstract No. 1337 and being part ofLot 4, Block 2, Park West Phase III Addition, an addition to the Cityof Farmers Branch as recorded in Volume 87112, Page 5310, DeedRecords, Dallas County, Texas, and all of Lot 3, Block A, DoubletreeClub Hotel at Colinas Crossing Addition, an addition to the City of FarmersBranch as recorded in Volume 98242, Page 29, Deed Records, DallasCounty, Texas, and being more particularly described by metes and bounds asfollows:

 

BEGINNING at a point in thewest line of Luna Road (a variable width R.O.W.), said point being S00°52’07”W, a distance of 1399.88 feet to the north right-of-way line of Royal Lane (a100’ R.O.W.);

 

THENCE N89°07’53” W, a distanceof 643.11 feet to a point for corner, said point being on the east line ofFarmers Branch Creek (an impoundment easement recorded in Volume 87112,Page 5310);

 

THENCE along the east line ofFarmers Branch Creek the following:

N06°30’00” E adistance of 221.75 feet to a point for corner;

NORTH adistance of 409.57 feet to a point for corner;

 

THENCE S89°07’53” E, departingthe east line of said Farmers Branch Creek, a distance of 627.56 feet to apoint for corner, said point being on the west right-of-way line of said LunaRoad;

 

THENCE S00°52’07” W, continuingalong the west right-of-way line of said Luna Road, a distance of 630.20 feetto the Point of Beginning and containing 9.074 acres of land.

 

 

Basis of Bearings:

Final Plat of Park WestPhase III

City of Farmers Branch, Texas

Vol. 87112, Page 5310D.R.D.C.T.

 

----

 

EXHIBIT B

 

 

**List of Personal Property**

 

 

1.               SeeAudioVisual. Inventory attached.

 

2.               SeeFurniture Inventory attached.

 

3.               Kitchenequipment presently on site.

 

4.               Informationtechnology equipment presently on site.

 

----

 

**Two i2 Place Audio Visual Inventory**

 
| **Qty.**                          |   | **Office Location** | ** ** | **Location**             | ** ** | **Manufacture** | ** ** | **Model #**   | ** ** | **Description**                         | ** ** | **Value** | ** **   |
|-----------------------------------|--------|---------------------|------------|--------------------------|------------|-----------------|------------|---------------|------------|-----------------------------------------|------------|-----------|--------------|
| **Brazil  Conference Room**       |   |
| 1                                 |   | LNA2                |       | Brazil Conference Rm.    |       | DaLite          |       | Cosmopolitian |       | 84x84 Matte White Projection  Screen    |       | $         | 300.00       |   |
| 1                                 |   | LNA2                |       | Brazil Conference Rm.    |       | Epson           |       | 7700p         |       | Ceiling mounted LCD  projector          |       | $         | 3,999.00     |   |
| 1                                 |   | LNA2                |       | Brazil Conference Rm.    |       | Panasonic       |       | Pro Line      |       | VCR                                     |       | $         | 100.00       |   |
| 1                                 |   | LNA2                |       | Brazil Conference Rm.    |       | TOA             |       | A903MK2       |       | Eight input amp                         |       | $         | 250.00       |   |
| 1                                 |   | LNA2                |       | Brazil Conference Rm.    |       | AMX             |       | VPX-GS        |       | View Point touch panel  wireless remote |       | $         | 1,000.00     |   |
| 1                                 |   | LNA2                |       | Brazil Conference Rm.    |       | AMX             |       | AXB-VOL3      |       | 3 Channel Volume Control                |       |      |         |
| 1                                 |   | LNA2                |       | Brazil Conference Rm.    |       | AMX             |       | UPC-20        |       | Universal Power Controller              |       |      |         |
|                              |   |                |       |                     |       |            |       |          |       | **Subtotal:**                           |       | **$**     | **5,649.00** | ** ** |
| **China  Conference Room**        |
| 1                                 |   | LNA2                |       | China Conference Rm.     |       | DaLite          |       | Cosmopolitian |       | 84x84 Matte White Projection  Screen    |       | $         | 300.00       |   |
| 1                                 |   | LNA2                |       | China Conference Rm.     |       | Espon           |       | 7700p         |       | Ceiling mounted LCD  projector          |       | $         | 3,999.00     |   |
| 1                                 |   | LNA2                |       | China Conference Rm.     |       | Panasonic       |       | Pro Line      |       | VCR                                     |       | $         | 100.00       |   |
| 1                                 |   | LNA2                |       | China Conference Rm.     |       | TOA             |       | A903MK2       |       | Eight input amp                         |       | $         | 250.00       |   |
| 1                                 |   | LNA2                |       | China Conference Rm.     |       | AMX             |       | VPX-GS        |       | View Point touch panel  wireless remote |       | $         | 1,000.00     |   |
| 1                                 |   | LNA2                |       | China Conference Rm.     |       | AMX             |       | AXB-VOL3      |       | 3 Channel Volume Control                |       |      |         |
| 1                                 |   | LNA2                |       | China Conference Rm.     |       | AMX             |       | UPC-20        |       | Universal Power Controller              |       |      |         |
|                              |   |                |       |                     |       |            |       |          |       | **Subtotal:**                           |       | **$**     | **5,649.00** | ** ** |
| **America  Conference Room**      |
| 1                                 |   | LNA2                |       | America Conference Rm.   |       | DaLite          |       | Cosmopolitian |       | 84x84 Matte White Projection  Screen    |       | $         | 300.00       |   |
| 1                                 |   | LNA2                |       | America Conference Rm.   |       | Sharp           |       | XG-NV6XU      |       | Ceiling mounted LCD  projector          |       | $         | 3,200.00     |   |
| 1                                 |   | LNA2                |       | America Conference Rm.   |       | Panasonic       |       | Pro Line      |       | VCR                                     |       | $         | 100.00       |   |
| 1                                 |   | LNA2                |       | America Conference Rm.   |       | TOA             |       | A903MK2       |       | Eight input amp                         |       | $         | 250.00       |   |
| 1                                 |   | LNA2                |       | America Conference Rm.   |       | AMX             |       | VPX-GS        |       | View Point touch panel  wireless remote |       | $         | 1,000.00     |   |
| 1                                 |   | LNA2                |       | America Conference Rm.   |       | AMX             |       | AXB-VOL3      |       | 3 Channel Volume Control                |       |      |         |
| 1                                 |   | LNA2                |       | America Conference Rm.   |       | AMX             |       | UPC-20        |       | Universal Power Controller              |       |      |         |
|                              |   |                |       |                     |       |            |       |          |       | **Subtotal:**                           |       | **$**     | **4,850.00** | ** ** |
| **The  Vista Conference Room**    |
| 1                                 |   | LNA2                |       | The Vista Conference Rm. |       | DaLite          |       | Cosmopolitian |       | 84x84 Matte White Projection  Screen    |       | $         | 300.00       |   |
| 1                                 |   | LNA2                |       | The Vista Conference Rm. |       | Sharp           |       | XG-NV6XU      |       | Ceiling mounted LCD  projector          |       | $         | 3,200.00     |   |
| 1                                 |   | LNA2                |       | The Vista Conference Rm. |       | Panasonic       |       | Pro Line      |       | VCR                                     |       | $         | 100.00       |   |
| 1                                 |   | LNA2                |       | The Vista Conference Rm. |       | TOA             |       | A903MK2       |       | Eight input amp                         |       | $         | 250.00       |   |
| 1                                 |   | LNA2                |       | The Vista Conference Rm. |       | AMX             |       | VPX-GS        |       | View Point touch panel  wireless remote |       | $         | 1,000.00     |   |
| 1                                 |   | LNA2                |       | The Vista Conference Rm. |       | AMX             |       | AXB-VOL3      |       | 3 Channel Volume Control                |       |      |         |
| 1                                 |   | LNA2                |       | The Vista Conference Rm. |       | AMX             |       | UPC-20        |       | Universal Power Controller              |       |      |         |
|                              |   |                |       |                     |       |            |       |          |       | **Subtotal:**                           |       | **$**     | **4,850.00** | ** ** |
| **The Austria  Conference Room**  |
| 1                                 |   | LNA2                |       | Austria Conference Rm.   |       | DaLite          |       | Cosmopolitian |       | 84x84 Matte White Projection  Screen    |       | $         | 300.00       |   |
| 1                                 |   | LNA2                |       | Austria Conference Rm.   |       | Sharp           |       | XG-NV6XU      |       | Ceiling mounted LCD  projector          |       | $         | 3,200.00     |   |
| 1                                 |   | LNA2                |       | Austria Conference Rm.   |       | Panasonic       |       | Pro Line      |       | VCR                                     |       | $         | 100.00       |   |
| 1                                 |   | LNA2                |       | Austria Conference Rm.   |       | TOA             |       | A903MK2       |       | Eight input amp                         |       | $         | 250.00       |   |
| 1                                 |   | LNA2                |       | Austria Conference Rm.   |       | AMX             |       | VPX-GS        |       | View Point touch panel  wireless remote |       | $         | 1,000.00     |   |
| 1                                 |   | LNA2                |       | Austria Conference Rm.   |       | AMX             |       | AXB-VOL3      |       | 3 Channel Volume Control                |       |      |         |
| 1                                 |   | LNA2                |       | Austria Conference Rm.   |       | AMX             |       | UPC-20        |       | Universal Power Controller              |       |      |         |
|                              |   |                |       |                     |       |            |       |          |       | **Subtotal:**                           |       | **$**     | **4,850.00** | ** ** |
| **The  Panarama Conference Room** |
| 1                                 |   | LNA2                |       | Panarama Conference Rm.  |       | DaLite          |       | Cosmopolitian |       | 84x84 Matte White Projection  Screen    |       | $         | 300.00       |   |
| 1                                 |   | LNA2                |       | Panarama Conference Rm.  |       | Sharp           |       | XG-NV6XU      |       | Ceiling mounted LCD  projector          |       | $         | 3,200.00     |   |
| 1                                 |   | LNA2                |       | Panarama Conference Rm.  |       | Panasonic       |       | Pro Line      |       | VCR                                     |       | $         | 100.00       |   |
| 1                                 |   | LNA2                |       | Panarama Conference Rm.  |       | TOA             |       | A903MK2       |       | Eight input amp                         |       | $         | 250.00       |   |
| 1                                 |   | LNA2                |       | Panarama Conference Rm.  |       | AMX             |       | VPX-GS        |       | View Point touch panel  wireless remote |       | $         | 1,000.00     |   |
| 1                                 |   | LNA2                |       | Panarama Conference Rm.  |       | AMX             |       | AXB-VOL3      |       | 3 Channel Volume Control                |       |      |         |
| 1                                 |   | LNA2                |       | Panarama Conference Rm.  |       | AMX             |       | UPC-20        |       | Universal Power Controller              |       |      |         |
|                              |   |                |       |                     |       |            |       |          |       | **Subtotal:**                           |       | **$**     | **4,850.00** | ** ** |
| **The  India Conference Room**    |
| 1                                 |   | LNA2                |       | The India Conference Rm. |       | DaLite          |       | Cosmopolitian |       | 84x84 Matte White Projection  Screen    |       | $         | 300.00       |   |
| 1                                 |   | LNA2                |       | The India Conference Rm. |       | Sharp           |       | XG-NV6XU      |       | Ceiling mounted LCD  projector          |       | $         | 3,200.00     |   |
| 1                                 |   | LNA2                |       | The India Conference Rm. |       | Panasonic       |       | Pro Line      |       | VCR                                     |       | $         | 100.00       |   |
| 1                                 |   | LNA2                |       | The India Conference Rm. |       | TOA             |       | A903MK2       |       | Eight input amp                         |       | $         | 250.00       |   |
| 1                                 |   | LNA2                |       | The India Conference Rm. |       | AMX             |       | VPX-GS        |       | View Point touch panel  wireless remote |       | $         | 1,000.00     |   |
| 1                                 |   | LNA2                |       | The India Conference Rm. |       | AMX             |       | AXB-VOL3      |       | 3 Channel Volume Control                |       |      |         |
| 1                                 |   | LNA2                |       | The India Conference Rm. |       | AMX             |       | UPC-20        |       | Universal Power Controller              |       |      |         |
|                              |   |                |       |                     |       |            |       |          |       | **Subtotal:**                           |       | **$**     | **4,850.00** |   |

 

----

 
| **Conference Rooms with Screens** |
|-----------------------------------|
| 1                                 |   | LNA2 |   | Denmark Conference Room |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Canada Conference Room |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Norway Conference Room |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 2050 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 2048 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 2126 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 2128 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 2169 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 3050 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 3048 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 3126 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 3128 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 3169 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 4050 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 4026 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 4126 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 4128 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 4169 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 5050 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 5026 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 5126 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 5128 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 5169 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 5169 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 6126 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 6128 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
| 1                                 |   | LNA2 |   | Team Room 6169 |   | DaLite |   | Cosmopolitian |   | 84x84 Matte White Projection Screen |   | $ | 300.00 |   |
|                              |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                              |   |   |   |   |   |   |   |   |   | **Subtotal:** |   | **$** | **8,100.00** |   |
|                              |   |   |   |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   |   |
|                              |   |   |   |   |   |   |   |   |   | **Total:** |   | **$** | **43,648.00** |   |

 

----

 

**FURNITURE INVENTORY**

 
|                    |   | **Floor** |   | **Total** |   |
|-------------------------|--------|-----------|--------|-----------|--------|
| **Item Description**    |   | **1**     |   | **2**     |   | **3** |   | **4** |   | **5** |   | **6** |   |   |
| Kidney Shape Desk       |   | 32        |   | 58        |   | 78 |   | 112 |   | 115 |   | 110 |   | **505** |   |
| Aeron Chair             |   | 38        |   | 93        |   | 134 |   | 132 |   | 138 |   | 138 |   | **673** |   |
| Stool                   |   | 29        |   | 56        |   | 77 |   | 115 |   | 131 |   | 128 |   | **536** |   |
| Pedistal Drawer File    |   | 33        |   | 61        |   | 86 |   | 120 |   | 126 |   | 121 |   | **547** |   |
| Overhead Unit           |   | 64        |   | 126       |   | 163 |   | 253 |   | 253 |   | 233 |   | **1092** |   |
| Shelf Unit              |   | 31        |   | 60        |   | 86 |   | 120 |   | 122 |   | 116 |   | **535** |   |
| Work Surface            |   | 37        |   | 89        |   | 133 |   | 122 |   | 127 |   | 124 |   | **632** |   |
| Conferece Table         |   | 19        |   | 8         |   | 18 |   | 14 |   | 10 |   | 9 |   | **78** |   |
| Conference Chair        |   | 99        |   | 59        |   | 58 |   | 75 |   | 49 |   | 76 |   | **416** |   |
| Guest Chair             |   | 81        |   | 10        |   | 40 |   | 24 |   | 45 |   | 37 |   | **237** |   |
| AV Cabinet              |   | 1         |   | 1         |   | 1 |   | 4 |   | 4 |   | 4 |   | **15** |   |
| Lateral Files           |   | 14        |   | 6         |   | 9 |   | 7 |   | 11 |   | 13 |   | **60** |   |
| Book Case               |   | 0         |   | 4         |   | 0 |   | 2 |   | 0 |   | 3 |   | **9** |   |
| Lounge Chairs           |   | 9         |   | 14        |   | 15 |   | 15 |   | 20 |   | 28 |   | **101** |   |
| Task Chairs (not Aeron) |   | 3         |   | 12        |   | 0 |   | 0 |   | 0 |   | 3 |   | **18** |   |
| Table                   |   | 20        |   | 11        |   | 3 |   | 0 |   | 0 |   | 0 |   | **34** |   |
| Workstation             |   | 5         |   | 28        |   | 47 |   | 2 |   | 3 |   | 2 |   | **87** |   |
| Rolling Whiteboard      |   | 0         |   | 2         |   | 2 |   | 0 |   | 0 |   | 3 |   | **7** |   |
| Tower File Cabinet      |   | 4         |   | 28        |   | 45 |   | 2 |   | 2 |   | 2 |   | **83** |   |
| Bar Stool               |   | 4         |   | 4         |   | 5 |   | 0 |   | 0 |   | 0 |   | **13** |   |

 

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EXHIBIT C

 

The certification, manuallysigned and sealed by the surveyor, which must be in substantially the followingform:

 

“To: Colinas Crossing, L.P.;Haggar Clothing Co.; Allegiance Title Company; and [Underwriter]

 

I herebycertify that on the           dayof                   ,2003:

 

a.               thissurvey was made on the ground as per the field notes shown on this survey andcorrectly shows (i) the boundaries and areas of the subject property and thesize, location and type of buildings and improvements thereon (if any) and thedistance therefrom to the nearest facing exterior property lines of the subjectproperty; (ii) the location of all rights-of-way, easements and any othermatters of record (or of which I have knowledge or have been advised, whetheror not of record) affecting the subject property; (iii) all abutting dedicatedpublic streets providing access to the subject property together with the widthand name thereof; and (iv) all other significant items on the subject property;

 

b.              exceptas shown on the survey, there are no (i) encroachments upon the subjectproperty by improvements on adjacent property, (ii) encroachments on adjacentproperty, streets or alleys by any improvements on the subject property, (iii)encroachments by improvements onto easements located on the subject property(iv) party walls, or (v) conflicts or protrusions;

 

c.               adequateingress to and egress from the subject property is provided by (name ofstreets), the same being paved, dedicated public right(s)-of-way maintained by(name of maintaining authority);

 

d.              allrequired building set back lines on the subject property are located as shownhereon;

 

e.               nopart of the subject property lies within a flood plain or flood prone area or aflood way of any body of water; and

 

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f.                 thissurvey (i) conforms to the current standards promulgated by the Texas Board ofProfessional Land Surveying; and (ii) conforms to the current Texas Society ofProfessional Surveyors Standards and Specifications for a Category 1A,Condition II Survey.

 
|   | (Signature of Surveyor)                                                                                                                     |   |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |                                                                                                                                        |   |
|   | Registered  Public Land Surveyor                                                                                                            |   |
|   |                                                                                                                                        |   |
|   | Registration  No.                     ” |   |
|   |                                                                                                                                        |   |
|   | (Name,  address, telephone number  and job number of Surveyor).                                                                             |   |

 

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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 Colinas Crossing L.P., asSeller, and Haggar Clothing Co., as Buyer (this “Contract”).

 

1.               **Sale of Lemmon Avenue Facility**.  Buyer has entered into a contract (the“Lemmon Avenue Contract”) to sell its corporate headquarters at 6113 LemmonAvenue in Dallas, Texas (the “Lemmon Avenue Property”).   The buyer under the Lemmon Avenue Contractis referred to herein as the “Lemmon Avenue Buyer”.  It is understood that Buyer has retained the unilateral right toterminate the Lemmon Avenue Contract for any reason or no reason, but prior tothe end of the Inspection Period such unilateral right will expire, whereuponBuyer will promptly notify Seller that Buyer no longer has such unilateralright.  Thereafter, the Lemmon AvenueBuyer will continue to have a right for a period of time to unilaterallyterminate the Lemmon Avenue Contract. If, however, the Lemmon Avenue Contract is not terminated and the LemmonAvenue Buyer completes the purchase of the Lemmon Avenue Property, but Buyerfails to complete the purchase of the Property under this Contract for anyreason *other than* Seller’sdefault or a permitted termination pursuant to other express provisions of thisContract, then (and only then) Seller shall have the right to enforce Buyer’sobligation to purchase the Property by an action for specific performance.

 

2.               **As-Is**. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CONTRACT, ITIS UNDERSTOOD AND AGREED THAT THE PROPERTY IS BEING SOLD AND CONVEYED “AS IS”WITH ANY AND ALL FAULTS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION ORWARRANTY BY SELLER EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE DEED ANDBILL OF SALE TO BE DELIVERED AT CLOSING.

 

3.               **Representations and Warranties of Seller**.  Seller hereby represents and warrants thefollowing to Buyer, which representations and warranties shall be deemed alsomade by Seller to Buyer as of the closing date:

 

(a)          Effective as of the earlier of (x)May 30, 2003 or (y) the date the i2 Lease Termination Agreement (hereafterdefined) is executed, (i) the i2 Lease is terminated, (ii) i2 has no furtherright to occupy the Property, (iii) i2 has conveyed to Seller and Seller is inpossession of the personal property described on Exhibit B, and (iv)Seller owns the personal property described on Exhibit B free and clearof any liens or encumbrances.

 

(b)         There are no leases affecting the Property andno parties in possession of the Property except for Seller’s management office,which lease will be terminated and vacated prior to closing.

 

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(c)          This Contract is a valid and bindingobligation of the Seller.  Noauthorizations or approvals, whether of governmental bodies or otherwise willbe necessary in order for Seller to enter into and perform this Contract.  Neither the execution and delivery of thisContract nor the consummation of the transactions contemplated hereunder will,to the best of Seller’s knowledge, conflict with or result in the breach of anylaw, regulation, writ, injunction or decree of any court or governmentalinstrumentality applicable to Seller.

 

(d)         Seller is not aware of any pending orthreatened litigation, condemnation or assessment affecting the Property.

 

4.               **Service Contracts**.  Prior to the end of the Inspection Period,Buyer shall identify to Seller those Service Contracts which it desires to beterminated and those which it desires to assume as of the closing date,provided the same are assumable (“Surviving Contracts”).  Seller will cause those designated fortermination to be terminated as of the closing date.  All payments due or previously made under any Surviving Contractshall be prorated as of the closing date.

 

5.               **Survival**.  Any right of action of Buyer for the breach by Seller of any representation,warranty or covenant contained herein shall not merge with the deed deliveredat closing but shall survive the closing. Any suit by Buyer for any breach by Seller of any representation,warranty or covenant contained herein must be filed on or before one year afterthe closing date or shall be forever barred. Additionally, all agreements and indemnities of Seller and Buyer setforth in this Contract shall, to the extent not consummated at closing, survivethe closing of the transaction contemplated by this Contract.

 

6.               **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.

 

7.               **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 the transaction;provided, however such public announcement shall not include the amount of thepurchase price or the amount of the termination fee paid by i2, which amountsshall remain confidential in all respects (except in connection with anycontest of the ad valorem taxes for the Property and as required by applicablelaws and regulations, including, without limitation, those promulgated by theSecurities and Exchange Commission).

 

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8.               **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.

 

9.               **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 on or subsequent to the closing date.

 

10.         **Section 1031 Exchange**.  Either party (“exchanging party”) mayconsummate the purchase of the Property as part of a so-called like kindexchange (the “Exchange”) pursuant to Section 1031 of the Internal Revenue Codeof 1986, as amended (the “Code”), provided that (a) the closing shall not bedelayed or affected by reason of the Exchange, nor shall the consummation oraccomplishment of the Exchange be a condition precedent or condition subsequentto the exchanging party’s obligations under this Contract; (b) the exchanging partyshall effect the Exchange through an assignment of this Contract, or its rightsunder the Contract, to a qualified intermediary and the other party(“accommodating party”) shall not be required to take an assignment of theacquisition agreement for the relinquished property or be required to acquireor hold title to any real property for purposes of consummating the Exchange;and (c) the exchanging party shall pay any additional costs that would nototherwise have been incurred by the exchanging party or the accommodating partyhad the exchanging party not consummated its purchase through theExchange.  The accommodating party shallnot by this Contract or acquiescence to the Exchange (i) have its rights underthis Contract affected or diminished in any manner; (ii) be responsible forcompliance with or be deemed to have warranted to the exchanging party that theExchange in fact complies with Section 1031 of the Code; or (iii) be obligatedto incur any expenses related to the Exchange.

 

11.         **Rule of Construction Inapplicable**.  The parties acknowledge and confirm thateach of their respective attorneys have participated jointly in the review andrevision of this Contract and that it has not been written solely by counselfor one party.  The parties hereto thereforestipulate and agree that the rule of construction to the effect that anyambiguities are to or may be resolved against the drafting party shall not beemployed in the interpretation of this Contract to favor either party againstthe other.

 

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.         **i2 Lease Termination Agreement**.  Seller is currently negotiating atermination of the lease agreement between i2 and Seller with respect to theProperty.  In the event Seller is unableto enter into a written termination agreement with i2 (the “i2 LeaseTermination Agreement”) within five (5) business days of the effective datehereof, which agreement will permit Seller to make the representations inSection 3(a) of this Addendum, Seller may terminate this contract upon written noticeto Buyer prior to the expiration of such five (5) business day period, in whichevent the parties shall have no further obligations to each other except thosewhich expressly survive termination of this contract and the earnest money willbe returned to Buyer.

 

14.         **Contest of 2003 Property Taxes.**  Seller intends to engage Deloitte &Touche to represent Seller in connection with a contest of 2003 ad valoremtaxes assessed against the Property. Seller shall provide to Buyer a copy of its agreement with Deloitte& Touche with respect to such representation (the “Contest Agreement”)promptly after such agreement is executed and in any event no later than tendays prior to the end of the Inspection Period.  Buyer shall be entitled to be advised from time to time about thestatus of the contest under the Contest Agreement, but Seller shall control thecontest and shall have the exclusive right to give directions to Deloitte &Touche under the Contest Agreement and to make any settlement with the appraisaldistrict and/or other taxing authority; provided, however, that Seller willnot, without Buyer’s prior written approval in each case, give any suchdirections or make any settlement that is binding upon or purports to bindBuyer (1) with respect to taxes assessed against the Property or any partthereof for any year other than 2003, or (2) that involves a *lesser* reduction of the taxes assessedagainst, or the appraised value of, the Property because of a settlement of acontest of the taxes assessed against, or any appraised value of, anotherproperty.  If 2003 ad valorem taxesagainst the Property are reduced by reason of any contest made pursuant to theContest Agreement, then the fees and expenses payable to Deloitte & Touchewith respect to the Property (up to an amount not in excess of such reduction)will, for purposes of computing the pro ration of taxes under this Contract, beadded to and treated the same as the 2003 ad valorem taxes against theProperty.

 

15.         **Adjustments to the Description of Personal Property**.  The list of personal property set forth asExhibit B to this Contract includes property Seller expects to acquire fromi2.  Seller expects to finalizearrangements for such acquisition soon after this Contract is executed.  If Seller determines that changes to ExhibitB are required because of the final arrangements made between Seller and i2,Seller may provide a revised Exhibit B to this Contract to Seller no later than5 business days after the effective date of this Contract, in which event therevised Exhibit B provided by Seller will replace and supercede the Exhibit Bcurrently attached, and Buyer will continue to have the right during theInspection Period to terminate this Contract if Buyer is not satisfied with therevised Exhibit.

 

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