**ARTICLE II****PURCHASE PRICE**     2.1 Purchase Price. The purchase price for the Land (the “Purchase Price”) shall be$2,747,000.00. The Purchase Price is payable all in cash or current funds at the Closing(hereinafter defined), subject to the offsets and credits described herein.     2.2 Additional Consideration.          (a) Relocation Costs. In addition to the Purchase Price, Purchaser agrees to pay Seller’srelocation costs for relocation within the Dallas-Fort Worth-Arlington Metropolitan StatisticalArea in an amount of not less than $341,000.00. The estimate of relocation costs shall be updatedby Purchaser, and Purchaser agrees to pay the greater of $341,000.00 and the actual moving costsestimated by Move Solutions, Ltd. as of no later than September 1, 2010. If Seller relocatesoutside the Dallas-Fort Worth-Arlington Metropolitan Statistical Area, Purchaser’s relocation costobligation is limited to $341,000.00.          (b) Occupation. Seller, or its designated affiliate, Security Manufacturing Corporation, aDelaware corporation, shall be entitled to use and occupy the Property at no additional cost, rentor fee from the Closing Date until the earlier of: 1) December 31, 2010, provided that it uses andoperates the Property substantially consistent with the pre-Closing use and occupancy of theProperty; or 2) written agreement by both parties to terminate the lease of the Property (the“Lease Term”). The rights and obligations of Purchaser and Seller (or its designated affiliate,Security Manufacturing Corporation) during the Lease Term shall be memorialized and set forth inthat certain Lease Agreement attached hereto as Exhibit “B” and which shall be executed andeffective by both parties as of the Closing Date.**ARTICLE III****CONTRACT CONSIDERATION AND EARNEST MONEY**     3.1 Contract Consideration. Upon execution of this Contract by Seller, Purchaserhereby delivers to Seller a check in the amount of $100.00, which is hereby accepted by Seller asthe consideration for Seller’s execution and delivery of this Contract, which consideration is inaddition to and independent of any other consideration provided for in this Contract, is earned andis nonrefundable.     3.2 Earnest Money; Amount and Payment. Within three (3) business days after theEffective Date (hereinafter defined), Purchaser shall deliver its check in the amount of OneThousand and No/100 Dollars ($1,000.00) (the “Earnest Money”) to Rattikin Title Company, 112 StateStreet, Suite 200 Southlake, Texas 76092 (the “Title Company”). The Title Company shall cash theEarnest Money check and deposit the proceeds thereof in an account and at a depository selected byPurchaser, with interest, if any, to accrue to the benefit of Purchaser, and such interest shallnot be part of the Earnest Money but shall be distributed to Purchaser from time to time uponPurchaser’s request to the Title Company. The Earnest Money shall be non-refundable, except incase of Seller’s uncured breach of this Agreement and shall either shall be applied to the PurchasePrice upon Closing or turned over to Seller if Purchaser, for any reason other than Seller’s uncured
 

 
breach of this Agreement, fails to close the transaction set forth in this Contract.**ARTICLE IV****PRE-CLOSING OBLIGATIONS AND CONDITIONS**     4.1 Items to be Obtained. Within thirty (30) days after the Effective Date(hereinafter defined), Purchaser shall obtain the following at Purchaser’s sole cost and expense:     (a) A current on-the-ground survey of the Land (the “Survey”) dated subsequent to theEffective Date, prepared by a licensed professional surveyor (the “Surveyor”) in a formacceptable to Purchaser. In the event the legal description of the Land contained in theSurvey is different from the description contained in Exhibit “A”, it shall be substitutedfor the description of the Land contained in Exhibit “A”, and the Contract shall be deemedamended by the substitution of the legal description of the Land contained in the Survey forthe description of the Land contained in Exhibit “A”.     (b) A current commitment from the Title Company for the issuance of a Title Policy(hereinafter defined) by an underwriter acceptable to the Purchaser, together with completeand legible copies of all instruments referred to in the commitment as conditions orexceptions to title to the Land, including items listed in Schedule C of the commitment(collectively, the “Title Commitment”).     (c) An environmental assessment of the Land, including at a minimum a Phase Ienvironmental survey, which Purchaser has obtained prior to the Effective Date (the “PhaseI”) and any additional inspection proven necessary as determined by Purchaser in Purchaser’ssole discretion. Purchaser shall have the right to update the Phase I prior to Closing andPurchaser shall have the right to terminate this contract if Purchaser finds a materialadverse change between the environmental condition set forth in the original Phase I and theenvironmental condition set forth in the updated Phase I. The Phase I (and any otherenvironmental inspections performed by Purchaser) shall be not be disclosed to, certifiedto, or otherwise provided to Seller.     (d) all information in the possession of the Seller (including copies of documents)concerning any leases (including oil and gas leases), contracts or licenses concerning theLand (the “Leases”).
 

 
     4.2. The Land. In addition to any other requirements contained herein, Seller shall,as a condition prerequisite to Closing, provide evidence that any leases or occupancy agreement, ifany, have either been terminated prior to Closing or have been made fully assigned to Purchaser ina manner mutually agreeable to both parties, and that in the event of any termination thereof, anysuch tenant or licensee occupying or utilizing the Land has been removed and relocated prior toClosing. It is the intent of the parties and a condition of this Contract that except as toSeller’s occupancy of the Land pursuant to Section 2.2 hereinabove in accordance with the Lease,the Land be free of any tenant or occupant at the time of Closing.**ARTICLE V****SURVEY, INSPECTION, AND TITLE REVIEW**     5.1 Inspection. Purchaser may inspect the Property within thirty (30) days after theEffective Date, which inspection may include structure, appliances, heat and air conditioningsystems, electrical systems, plumbing, machinery, sprinklers, foundation, soil, and all portions ofthe Land. In the event any element of such inspection is unacceptable to Purchaser, Purchaser mayterminate this Contract by written notice to the Seller.     5.2 Title Review. Purchaser shall have a period of twenty (20) days from the date onwhich it obtains the last of the Title Commitment and the Survey in which to review the state ofSeller’s title to the Land (the “Title Review Period”). If the Survey or Title Commitmentreflects or discloses any defect, exception, or other matter affecting the Land (individually,“Title Defect” and collectively, “Title Defects”) that is unacceptable to Purchaser for any reasonwhatsoever, then prior to the expiration of the Title Review Period, Purchaser shall provide Sellerwith written notice of its objections, and Seller shall have ten (10) days (the “Cure Period”) fromthe date of Seller’s receipt of such notice to remove or cure any Title Defects to the satisfactionof Purchaser. Seller shall use its best efforts to remove or cure the Title Defects to Purchaser’ssatisfaction, but shall not be required to incur any costs to do so.     If Seller cannot cure any or all of the Title Defects within the Cure Period, Seller shallnotify Purchaser in writing, prior to the expiration of the Cure Period, specifying Seller’sfailure, refusal, or agreement to cure each of the Title Defects (the “Cure Notice”), and Purchasermay on or before ten (10) days after receipt of the Cure Notice (The “Defect Review Period”),either (i) terminate this Contract by written notice to the Seller, or (ii) elect in writing towaive any uncured Title Defect which Seller has not agreed in the Cure Notice to cure at or priorto Closing.     If Purchaser fails to terminate the Contract prior to expiration of the Defect Review Period,then any Title Defect (i) that Seller has failed to cure prior to the expiration of the Cure Periodand has not agreed in the Cure Notice to cure or cause to be cured by Closing, and (ii) that is setforth on Schedule B of the Title Commitment shall be deemed waived by Purchaser. In the eventSeller fails to provide Purchaser with the Cure Notice prior to the expiration of the Cure Period,Purchaser shall have the right, at any time after the expiration of the Cure Period, to either (i)terminate this Contract by written notice to Seller; or (ii) elect in writing to waive any uncuredTitle Defects.     Any exceptions to Seller’s title (i) (a) to which Purchaser has not objected or (b) which have
 

 
been waived or deemed waived by Purchaser, and (ii) which are shown on Schedule B of the TitleCommitment shall be “Permitted Exceptions”. In no event shall any matter or instrument whichaffects the Land become a Permitted Exception until Purchaser has (i) been advised in writing ofthe existence of such matter or instrument, (ii) received a legible copy of the instrument, if any,creatingsuch exception, and (iii) failed to object to said exception within ten (10) days followingPurchaser’s receipt of written notification of the existence of such exception and the instrumentcreating such exception. If Purchaser terminates this Contract as provided for herein, then theEarnest Money shall be returned immediately to Purchaser and neither Seller nor Purchaser shallhave any further right or obligation hereunder.**ARTICLE VI****REPRESENTATIONS, WARRANTIES,**