PURCHASE AND SALE AGREEMENT





         This Purchase and Sale Agreement (this "AGREEMENT") is made and entered

into as of the 8th day of August, 2001 (the "EFFECTIVE DATE"), by and between:

(1)(a) Source-Myco, Inc., a Delaware corporation ("Myco"); (b) Source-Yeager

Industries, Inc., a Delaware corporation ("Yeager"); and (c) Source-Huck Store

Fixture Company, a Delaware corporation ("Huck"); (each of Myco, Yeager and Huck

are sometimes referred to herein individually as a "Seller" or collectively, the

"Sellers"), (2) The Source Information Management Company, a Missouri

corporation ("Source"), the parent corporation of Myco, Yeager and Huck; and (3)

BFG Holdings 2001, L.L.C., a Delaware limited liability company ("PURCHASER").



1. PURCHASE AND SALE OF PROPERTIES.





         On the terms and conditions stated in this Agreement, each Seller

hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from

such Seller all of such Seller's following described property:



         1.1 Land. Each Seller's respective fee simple interest in and to the

following tracts of land (collectively, the "Land") as more particularly and

legally described on the Exhibits referred to below:





{Table}

{Caption}

Seller            Address                              County and State           Exhibit       Referred To As:

------            -------                              ----------------           -------       ---------------

{S}               {C}                                  {C}                        {C}           {C}

Myco              1122 Milford Ave.                    Winnebago County,             A-1        the "Myco Land"

                  Rockford, IL  61109                  Illinois



Yeager            2001 West Erie Ave.                  Philadelphia County,          A-2        the "Yeager Land"

                  Philadelphia, PA  19140              Pennsylvania



Huck              1100 North 28th St.                  Adams County, Illinois        A-3        the "Quincy Land"

                  28th Street and Lind

                  28th Street and Cherry

                  Quincy, IL  62301



Huck              2025 Kansas                          City of Carson City,          A-4        the "Carson City

                  961 Fairview                         Nevada                                   Land"

                  Carson City, NV  89701

{/Table}



, each of the foregoing, together with all respective rights and appurtenances

pertaining to such land, including, without limitation, all of such Seller's

right, title and interest in and to (i) all minerals, oil, gas, and other

hydrocarbon substances thereon, (ii) all adjacent strips, streets, roads, alleys

and rights-of-way, public or private, open or proposed, (iii) all easements,

privileges, and hereditaments, whether or not of record, and (iv) all access,

air, water, riparian, development, utility, and solar rights.



         1.2 Improvements. All buildings and all other improvements and

structures constructed on:



                  (i)      the Myco Land (the "Myco Improvements");



                  (ii)     the Yeager Land (the "Yeager Improvements");



                  (iii)    the Quincy Land (the "Quincy Improvements"); and







{PAGE}







                  (iv)     the Carson City Land (the "Carson City

                           Improvements").



         1.3 Fixtures. All fixtures (other than trade fixtures) included in the

Myco Improvements, Yeager Improvements, Quincy Improvements and Carson City

Improvements and used in connection with the complete and comfortable use,

enjoyment and occupancy of the Property, as opposed to the conduct of a

particular business therein. The foregoing shall not include, without

limitation, any equipment, supplies, inventory or other personal property

(whether or not affixed to the Properties) and used in conjunction with the

particular business of the Seller.



         1.4 Certain Definitions. For purposes hereof: (i) the Myco Land and

Myco Improvements are referred to herein as the "Myco Property"; (ii) the Yeager

Land and Yeager Improvements are referred to herein as the "Yeager Property";

and (iii) the Quincy Land, Carson City Land, Quincy Improvements and Carson City

Improvements are referred to herein as the "Huck Properties". For purposes

hereof, the Myco Property, Yeager Property and Huck Properties are referred to

as the "Properties" or singularly as a "Property."



2. SPECIAL PROVISIONS APPLICABLE BECAUSE OF MULTIPLE SELLERS AND MULTIPLE

PROPERTIES.



         2.1 For convenience, the parties have included all four (4) Properties

and all four (4) Sellers in a single contract, however, it is understood and

agreed that this transaction consists of essentially four (4) separate sales by

four (4) separate Sellers and shall be construed as four (4) separate sales by

four (4) separate Sellers at all times, whether or not so expressed, when

interpreting, applying and enforcing the terms of this Agreement. Accordingly,

notwithstanding any provision in this Agreement to the contrary, each Seller

shall only be legally obligated to keep, observe and perform the terms,

covenants and agreements set forth herein relating to its Property, whether or

not it is expressly so stated herein. Likewise, the representations and

warranties provided herein by Sellers shall be interpreted as provided only on a

property-by-property basis by each Seller as it relates to its Property; and,

accordingly, no Seller by entering into this Agreement, shall be deemed to have

made any representation, covenant and/or warranties as to any of the other

Properties being sold pursuant to this Agreement, whether or not expressly so

stated. Purchaser, therefore, agrees that in the event that a claim arises in

favor of Purchaser with respect to a specific Property, then only the Seller of

that Property shall be liable for that claim, and with respect to that claim

Purchaser hereby releases and covenants not to sue any Seller who is not an

owner of the Property that is the subject of the claim. This release and

covenant not to sue shall survive any termination of this Agreement and shall

survive Closing.



         2.2 Notwithstanding any provision in this Agreement to the contrary, in

no event shall Purchaser be entitled to purchase, or Sellers be entitled to

sell, less than all four (4) of the Properties at the Closing.



3. PURCHASE PRICE AND DEPOSIT.



         3.1 Payment. The aggregate purchase price (the "PURCHASE PRICE") for

the Property will be the sum of Twenty-Six Million Three Hundred Thirty-Three

Thousand Three Hundred Thirty-Four and No/100 Dollars ($26,333,334.00). The

Purchase Price shall be allocated among the Property as mutually agreed by the

parties and consistent with the appraisals to be obtained by Purchaser. Such

allocation shall be attached hereto in the form of a completed Exhibit B on or

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC