Exhibit 10.53 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS AGREEMENT (this "Agreement") is dated as of the Effective Date (hereinafter defined), by and between Steve Farnie ("Buyer") and Marketing Specialists Sales Company, a Texas...

                                                                   Exhibit 10.53


                         AGREEMENT FOR PURCHASE AND SALE
                                OF REAL PROPERTY

     THIS AGREEMENT (this "Agreement") is dated as of the Effective Date
(hereinafter defined), by and between Xxxxx Xxxxxx ("Buyer") and Marketing
Specialists Sales Company, a Texas corporation (f.k.a. Marketing Specialists
Companies, Inc.) ("Seller").

     FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREIN AND OTHER
GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

SECTION 1.     TERMS AND DEFINITIONS: The terms listed below shall have the
respective meaning given to them as set forth adjacent to each term.

     (a)  "PROPERTY" shall mean that real property commonly known as 0000 Xxxxx
          Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, being more
          particularly described on EXHIBIT A attached hereto and incorporated
          herewith by reference (the "Real Property"), together with all
          buildings and improvements thereon and all fixtures and appurtenances
          thereto (the "Improvements") (the Real Property and the Improvements
          are collectively referred to herein as the "Property").

     (b)  "PURCHASE PRICE" shall mean the sum of TWO MILLION SIX HUNDRED
          THOUSAND AND NO/100 DOLLARS ($2,600,000.00), payable on the following
          terms:

          (i)  "XXXXXXX MONEY": Within two (2) days after the Effective Date,
               Buyer shall deliver to _________________________________
               Attention: _____________, phone: ________________, fax:
               ______________ ("Title Insurer") (i) a nonrefundable wire
               transfer or cashier's or certified check in the sum of Fifty
               Dollars ($50.00) payable to the order of Seller representing the
               independent consideration for Seller's execution of this
               Agreement and agreement to provide Buyer with the Examination
               Period (hereafter defined) (which check or the proceeds of which
               wire transfer shall thereafter be delivered by Title Insurer to
               Seller and shall not be a part of the Xxxxxxx Money), and (ii) a
               wire transfer or cashier's or certified check in the sum of FIFTY
               THOUSAND AND NO/100 DOLLARS ($50,000.00). The Xxxxxxx Money shall
               be invested by Title Insurer in a commercial bank or banks
               acceptable to Seller and Buyer at money market rates, or in such
               other investments as shall be approved in writing by Seller and
               Buyer. The Xxxxxxx Money shall be held and disbursed by Title
               Insurer in strict accordance with the terms and provisions of
               this Agreement. All accrued interest or other earnings on the
               Xxxxxxx Money shall become part of the Xxxxxxx Money. The Xxxxxxx
               Money shall be returned to Buyer if Buyer, prior to the end of
               the Examination Period, notifies Seller in writing, pursuant to
               SECTION 7 hereof, that Buyer is electing to terminate this
               Agreement. The Xxxxxxx Money shall be either


                                       1


               (a) applied at the Closing against the Purchase Price, (b)
               returned to Buyer pursuant hereto, or (c) paid to Seller pursuant
               hereto.

          (ii) "CASH" at Closing in the amount of TWO MILLION FIVE HUNDRED FIFTY
               THOUSAND AND NO/100 DOLLARS ($2,550,000.00), the balance of the
               Purchase Price, subject to the adjustments and prorations
               described in SECTION 2 of this Agreement.

     (c)  "CLOSING" shall occur on the date that is fifteen (15) days after the
          expiration of the Examination Period (the "Closing Date"). Time is of
          the essence with respect to the Closing Date.

     (d)  "BUYER'S BROKER" shall mean The Staubach Company who is acting on
          behalf of both Seller and Buyer.

          "SELLER'S BROKER" shall mean The Staubach Company who is the listing
          agent for the Property and is acting on behalf of both Seller and
          Buyer.

     (e)  "EXAMINATION PERIOD" shall mean the period beginning on the Effective
          Date and expiring on the date that is fifteen (15) calendar days
          thereafter.

     (f)  "INTENDED USE" shall mean the use of the Property for the following
          reasons: general office use in accordance with the zoning requirements
          of the Property, which is I-1 Industrial.

     (g)  "SELLER'S NOTICE ADDRESS" shall be as follows:

          (i)  Xx. Xxxx Xxxx
               Marketing Specialist Companies, Inc.
               00000 Xxxxxx Xxxxxxx, 0xx Xxxxx
               Xxxxxx, Xxxxx 00000
               (000)000-0000 Office Telephone

          With a copy to:

          (ii) Mr. Xxxxxx Xxxxxxx
               The Staubach Company
               000 X. Xxxxx Xxxxxx, Xxxxx 0000
               Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
               (000)000-0000 Office Telephone

     (h)  "BUYER'S NOTICE ADDRESS" shall be as follows:

          (i)  Xxxxx Xxxxxx
               0000 Xxxx Xxxx
               Xxxxxxxxx, Xxxxx Xxxxxxxx  00000
               (000) 000-0000 Office Telephone


                                       2


          With a copy to:

          (ii) Xx. Xxxxxxxx X. Xxxxxxx
               Harkey, Lambeth, Xxxxxxx, Xxxxxxxx & Xxxxxxxx, L.L.P.
               Xxxxxxxx Xxxxxxxxx Xxxxx, Xxxxx 000
               0000 Xxxx Xxxxxxxx Xxxxxx
               Xxxxxxxxx, Xxxxx Xxxxxxxx  00000-0000


SECTION 2.     PRORATION OF EXPENSES AND PAYMENT OF COSTS: All revenues and
expenses with respect to the Property and which are applicable to the period of
time before and after the Closing Date, determined in accordance with sound
accounting principles consistently applied, shall be prorated between Seller and
Buyer as provided herein. Except as otherwise provided to the contrary in this
Agreement, Seller shall be entitled to all revenue and shall be responsible for
all expenses for the period of time up to but not including the Closing Date,
and Buyer shall be entitled to all revenue and shall be responsible for all
expenses for the period of time from, after and including the Closing Date. Such
prorations shall be shown on the closing statement(s) executed by the parties
hereto and shall increase or decrease (as the case may be) the cash amount
payable by Buyer at Closing pursuant to this Agreement. Seller and Buyer agree
that all property taxes, assessments and utilities shall be prorated as of the
date of Closing. Seller shall pay for the deed preparation, deed stamps and
other conveyance fees or taxes, Seller's attorneys' fees, Seller's Broker Fee
(hereinafter defined), no more than a 2% Buyer's Brokers Fee (hereafter
defined), and fifty percent (50%) of any escrow and closing charges and fees by
Title Insurer. Buyer shall pay recording costs, costs of any title search, the
premium for title insurance, any portion of the Buyer's Broker Fee not paid by
Seller, the cost of the Survey, Buyer's attorneys' fees, and fifty percent (50%)
of any escrow and closing charges and fees by Title Insurer. Notwithstanding
anything herein to the contrary, Buyer shall be responsible for all costs
incurred in connection with that certain lease agreement (the "PERFECT FIT
LEASE") executed as of June 22, 2000 by and between Seller, as landlord, and
Perfect Fit Industries, Inc., as tenant ("TENANT"), for space in the
Improvements, including, without limitation, providing the $3.00/square foot
tenant improvement allowance as described in the Perfect Fit Lease, and all
other costs to prepare the premises for Tenant's occupancy as set forth in the
Perfect Fit Lease, including the construction of the demising wall described in
the Perfect Fit Lease; provided, Seller shall pay all commissions payable on
account of the Perfect Fit Lease, and such commission amount shall be paid by
Seller at Closing. In consideration of the foregoing, Seller shall pay to
Buyer's escrow agent at Closing an amount equal to $95,000.00 (in addition to
the Buyer's Broker Fee provided herein).

SECTION 3.     SALE OF THE PROPERTY: Seller agrees to sell the Property to Buyer
for the Purchase Price, subject to all of the terms and conditions contained in
this Agreement.

SECTION 4.     PAYMENT OF THE PURCHASE PRICE: At Closing, Buyer shall pay the
Purchase Price in accordance with all the terms and conditions of this
Agreement.

SECTION 5.     TITLE:


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     (a)  TITLE EXAMINATION. Seller agrees to convey fee simple marketable title
          to the Property by special warranty deed, subject only to the
          Permitted Exceptions (hereinafter defined). Seller represents and
          warrants that Seller is the fee simple owner of the Property, and at
          Closing, Seller shall deliver to Buyer good and marketable fee simple
          title to said Property, free and clear of all liens, encumbrances and
          defects of title other than zoning ordinances affecting the Property,
          utility easements of record serving the Property, taxes not yet due
          and payable, road rights of way of record and all Permitted Exceptions
          (as defined below). Within three (3) business days after the Effective
          Date, Buyer shall, at Buyer's expense, commence a title examination of
          the Property and order a survey of the Property from a surveyor
          licensed in North Carolina (the "Survey") (the results of Buyer's
          title examination is referred to herein as the "Commitment"). In the
          event that the Commitment and Survey shall show that Seller's title is
          not good, marketable, and fee simple, then the Buyer shall notify the
          Seller in writing no later than 5:00 p.m., Charlotte, North Carolina
          local time on the expiration date of the Examination Period of all
          such title defects and exceptions ("Title Objections"). Buyer shall
          not object to the Perfect Fit Lease, which shall be a Permitted
          Exception hereunder.

     (b)  FAILURE TO CORRECT TITLE OBJECTIONS. Except as hereinafter expressly
          provided in this SECTION 5(b), Seller shall have no obligation
          whatsoever to remove, satisfy, or otherwise cure, or to incur any
          expense in connection with the curing of, any valid Title Objections
          of which Seller is notified by Buyer in accordance with SECTION 5(a).
          Seller shall notify Buyer within five (5) days after Seller's receipt
          of written notice from Buyer of any Title Objections whether or not
          Seller agrees to cause such Title Objections to be cured on or before
          the Closing Date; although Seller shall not otherwise have any
          obligation to cure any Title Objections other than any judgment,
          mortgages, deeds of trust, liens, financing statements, security
          interests and similar security instruments created by Seller (such
          instruments are collectively referred to herein as the "Security
          Encumbrances"). Seller may use any portion of the Purchase Price due
          to Seller to cure such Security Encumbrances at the Closing. If Seller
          expressly agrees in writing to cure any Title Objections (other than
          Security Encumbrances which Seller shall be required to cure) pursuant
          to such notice, then Seller shall diligently endeavor to cure such
          Title Objections on or before the Closing Date. If Seller does not
          notify Buyer in such five (5) day period that it has agreed in writing
          to cure Buyer's Title Objections, or if Seller thereafter fails to
          satisfy or cure on or before the Closing Date any Security
          Encumbrances or any Title Objections made by Buyer pursuant to SECTION
          5(A) that Seller has expressly agreed in writing to cure, Buyer may,
          as its sole remedy, elect one of the following by written notice to
          Seller on or before the earlier of the Closing Date or the fifth (5th)
          day after the end of such five (5) day period (or on the Closing Date
          with respect to any Security Encumbrance or other Title Objection that
          Seller has agreed to cure and fails to satisfy or cure on or before
          the Closing Date):

          (i)  to waive any such Title Objection (thereby making such Title
               Objection and all other title matters not objected to by Buyer a
               "Permitted


                                       4


               Exception") and to close the transaction in accordance with the
               terms of this Agreement; provided, however, that with respect to
               any Security Encumbrance or any Title Objection arising in breach
               of Seller's covenant under SECTION 6(c) hereunder, which Title
               Objection may be cured by the payment of money, Seller shall be
               required to deposit in escrow with the Title Insurer such amount
               as the Title Insurer shall reasonably estimate to be necessary to
               satisfy or to remove such Title Objection to permit the Title
               Insurer to issue its policy of title insurance with respect to
               Buyer's title to the Property without exception thereto, and
               Seller shall thereafter diligently endeavor to have such Security
               Encumbrances and Title Objections so satisfied or removed; or

          (ii) to terminate this Agreement by written notice thereof to Seller,
               and in the event of such termination, Title Insurer shall deliver
               to Buyer the Xxxxxxx Money and thereafter, neither Seller nor
               Buyer shall have any further obligation or liability under this
               Agreement except for those which survive a termination of this
               Agreement. In the event any Title Objection arises in breach of
               Seller's covenant under SECTION 6(c) hereunder and such Title
               Objection is not waived by Buyer or cured at Closing as provided
               in clause (i) above, Buyer shall be entitled to terminate this
               Agreement upon written notice thereof to Seller, in which event
               the Xxxxxxx Money shall be returned to Buyer and the parties
               hereto shall have no further liabilities or obligations to the
               other except those which survive a termination of this Agreement.

          In the event Buyer fails to timely elect either of the remedies set
          forth in clauses (i) and (ii) above, Buyer shall be deemed to waive
          such Title Objections pursuant to clause (i) above.

SECTION 6.     CONDITIONS AND COVENANTS:

          (a)  BUYER'S CONDITIONS. Subject to SECTION 9(b) hereof, the
               obligation of Buyer to close pursuant to this Agreement is hereby
               made expressly conditioned upon the fulfillment (or waiver by the
               Buyer) of the following conditions:

               (1)  DELIVERY OF DOCUMENTS: On or before the Closing Date, Seller
                    shall have delivered to the Title Insurer all of the
                    documents, information and other things required of Seller
                    pursuant to SECTION 10(a) of this Agreement;

               (2)  SELLER'S PERFORMANCE: On or before the Closing Date, Seller
                    shall have performed in all material respects all of the
                    covenants and other obligations of Seller under this
                    Agreement to be performed by Seller on or before the Closing
                    Date;

               (3)  REPRESENTATIONS AND WARRANTIES. The representations and
                    Warranties of Seller set forth in SECTION 8(b) hereof shall
                    be true and correct in all material respects as of the
                    Closing Date, except for such untruths or


                                       5


                    inaccuracies disclosed to Buyer by Seller or which Buyer
                    otherwise obtains actual knowledge prior to the expiration
                    of the Examination Period.

          (b)  SELLER'S CONDITIONS. Subject to SECTION 9(a) hereof, the
               obligation of Seller to close pursuant to this Agreement is
               hereby made expressly conditioned upon the fulfillment (or waiver
               by Seller) of the following conditions:

               (1)  DELIVERY OF DOCUMENTS: On or before the Closing Date, Buyer
                    shall have delivered to the Title Insurer all of the
                    documents, information and other things required of Buyer
                    pursuant to SECTION 10(b) of this Agreement;

               (2)  BUYER'S PERFORMANCE: On or before the Closing Date, Buyer
                    shall have performed in all material respects all of the
                    covenants and other obligations of Buyer under this
                    Agreement to be performed by Buyer on or before the Closing
                    Date;

               (3)  REPRESENTATIONS AND WARRANTIES. The representations and
                    Warranties of Buyer set forth in SECTION 8(d) hereof shall
                    be true and correct in all material respects as of the
                    Closing Date.

          (c)  SELLER'S COVENANT. Unless otherwise contemplated by this
               Agreement, Seller hereby covenants and agrees with Buyer that,
               between the Effective Date and the Closing, Seller will not
               voluntarily, without the prior written consent of Buyer, convey
               any portion of the Property or any interest therein or enter into
               any encumbrance or lease with respect to all or any portion of
               the Property which would, after the consummation of a sale of the
               Property to Buyer, encumber the Property.

SECTION 7.     EXAMINATION PERIOD. From and after the Effective Date, Buyer, its
agents or representatives, at Buyer's expense and at reasonable times during
normal business hours, shall have the right to enter upon the Property for the
purpose of inspecting, examining, performing soil boring and other testing, and
surveying the Property. Buyer shall not alter the physical condition of the
Property (including, without limitation, soil or groundwater testing) without
(i) notifying Seller, to the extent possible, of the exact location, nature and
extent of Buyer's requested tests, and (ii) obtaining the prior written consent
of Seller to any physical alteration of the Property, which Seller may refuse in
its sole and absolute discretion. Buyer assumes all responsibility for the acts
of itself, its agents or representatives in exercising its rights under this
SECTION 7 and agrees to indemnify and hold Seller harmless from any damages
resulting therefrom. Except as provided in SECTION 5 above, Buyer shall have
from the Effective Date through the end of the Examination Period to perform the
above inspections, examinations and testing and any other investigations or
inquiries as Buyer may elect in order to determine if the Property is acceptable
to Buyer as an investment, in Buyer's sole and absolute discretion. If, prior to
the expiration of the Examination Period, Buyer determines that the Property is
unsuitable, in Buyer's sole discretion, for any reason or no reason, and
provides written notice to Seller thereof, then this Agreement shall terminate,
and Buyer shall receive a return of the Xxxxxxx Money and the parties hereto
shall have no further liabilities or obligations to the other


                                       6


except those which survive a termination of this Agreement. The provisions of
this Section 7 shall survive any termination of this Agreement.

SECTION 8.     REPRESENTATIONS AND WARRANTIES:

     (a)  SURVIVAL AND LIMITATION OF GENERAL REPRESENTATIONS AND WARRANTIES. The
          representations and warranties set forth in SECTION 8(b) below shall
          survive Closing for a period of six (6) months; provided, however,
          Buyer shall have no claim against Seller for any untruth or inaccuracy
          in any such representation or warranty in which Seller has provided
          Buyer written notice or Buyer otherwise obtain actual knowledge
          thereof on or before the Closing, and Buyer nevertheless elects to
          close the transactions contemplated herein,

     (b)  BY SELLER. Seller represents and warrants to Buyer as of the Effective
          Date that, except as otherwise disclosed in any of the materials
          delivered to Buyer prior to the Effective Date, to the best of
          Seller's knowledge the following is true:

          (i)  Seller is a corporation duly organized, validly existing and in
               good standing under the laws of the State of Texas. Seller has,
               or on the Closing Date will have, the power and authority to
               carry out Seller's obligations hereunder. All requisite action
               necessary to authorize Seller to enter into this Agreement and to
               carry out Seller's obligations hereunder has been, or on the
               Closing Date will have been, taken. The individual executing this
               Agreement on behalf of Seller has the full right, power and
               authority to do so. After the discharge by Seller of all Security
               Encumbrances at or before the Closing, Seller will have the power
               and authority to sell and convey the Property in accordance with
               the terms of this Agreement.

          (ii) Seller has not received any written notice of and does not
               otherwise have knowledge of any pending or contemplated
               proceedings of any of the applicable governmental entities to (i)
               impose any special assessment against the Property; or (ii)
               condemn any portion of the Property.

         (iii) There is no litigation, suit, action, claim, condemnation
               proceeding, arbitration, investigation (including any
               investigation concerning valuation of the Property for tax
               purposes) by the United States of America, State of North
               Carolina, Mecklenburg County, North Carolina, City of Charlotte,
               North Carolina, or any department, board, agency, office,
               commission or other subdivision thereof or any official thereof
               ("Applicable Governmental Authorities") or administrative
               proceeding or other form of governmental enforcement or executive
               or legislative proceeding pending or threatened against or
               affecting Seller or the Property.

          (iv) All service and maintenance contracts affecting the Property and
               being assigned to Buyer (each, a "Contract") are in full force
               and effect in all material respects and Seller is not in material
               default under any Contract


                                       7


               and no other party to any Contract is in material default under
               such Contract. Seller has received no notice of any material
               default thereunder and has no knowledge of any fact or facts
               which, with the delivery of notice or with the passage of time,
               or both, would be a material default under the terms thereof.

          (v)  No entity or any other person (other than Buyer) has any right or
               option to purchase all or any portion of the Property, except for
               any back-up contracts for the sale of the Property permitted by
               the terms of this Agreement.

          (vi) Seller has received no notice from any public or private utility
               currently serving the Property of its inability to provide the
               service necessary for the Intended Use of the Property.

         (vii) There are not (i) any changes contemplated in any applicable
               laws, ordinances or restrictions affecting the Property; or (iv)
               any governmental special assessments, either pending or
               confirmed, for sidewalk, paving, water, sewer, or other
               improvements on or adjoining the Property, and owners'
               association special assessments.

        (viii) The building located on the Real Property, in its current
               configuration, contains approximately 34,412 usable square feet.

          (ix) There are no Hazardous Substances present upon and no Hazardous
               Substances have been disposed within the buildings or the
               Property in violation of any applicable environmental laws,
               including as a result of the migration of Hazardous Substances
               from neighboring tracts. "Hazardous Substances" is defined as
               those substances, materials, and wastes, including but not
               limited to, those substances, materials and wastes listed in the
               United States Department of Transportation Hazardous Materials
               Table (49 CFR 172.101) or by the Environmental Protection Agency
               as hazardous substances (40 CFR Part 302) and amendments thereto,
               or such substances, materials and wastes, which are or become
               regulated under any applicable local, state or federal law,
               including, without limitation, any material, waste or substance
               which is (i) petroleum, (ii) asbestos, (iii) polychlorinated
               biphenyls, (iv) designated as a Hazardous Substance pursuant to
               Section 331 of the Clean Water Act, 33 U.S.C. Sec. 1251, et. Seq.
               (33 U.S.C. 1321) or listed pursuant to Section 307 of the Clean
               Water Act (33 U.S.C. Sec. 1371) (v) defined as a hazardous waste
               pursuant to Section 1004 of the Resource Conservation and
               Recovery Act, 42 U.S.C. Sec. 6901, et. Seq. (42 U.S.C. Sec. 6903)
               or (vi) defined as a hazardous substance pursuant to Section 101
               of the Comprehensive Environmental Response, Compensation and
               Liability Act, 42 U.S.C. Sec. 9601, et. Seq. (42 U.S.C. 9601).


                                       8


     (c)  SELLER'S KNOWLEDGE. For purposes of this Agreement, the phrase "to the
          best of Seller's knowledge" or similar references to "knowledge" shall
          mean the current actual (as distinguished from implied, constructive
          or imputed knowledge) knowledge of Gage Xxxx who is the Vice-President
          of Seller with responsibility for the Property ("Seller's
          Representative"), without independent investigation by Seller's
          Representative of any files, records, documents or writings of any
          kind and without inquiry by Seller's Representative or any other
          person.

     (d)  BY BUYER. Buyer represents and warrants to Seller that in the event
          Buyer assigns this Agreement as permitted herein to a corporation or
          other entity, Buyer shall be an entity duly organized, validly
          existing and in good standing under the laws of the State of its
          formation and shall be authorized to do business in the State of North
          Carolina, and shall have duly authorized the execution, performance
          and closing of this Agreement.

     (e)  BROKERAGE COMMISSIONS. Each of Seller and Buyer represents to the
          other that it has had no dealings, negotiations or consultations with
          any broker, representative, employee, agent or other intermediary
          except the Seller's Broker who will be compensated by Seller, and
          Buyer's Broker who will be compensated by Buyer and Seller as
          described in SECTION 2 hereto, pursuant to separate written agreements
          in connection with the sale of the Property (the compensation due to
          the Seller's Broker, the "SELLER'S BROKER FEE", and the compensation
          due to the Buyer's Broker, the "BUYER'S BROKER FEE"). Seller will
          indemnify, defend and hold Buyer free and harmless from the Seller's
          Broker Fee and the claims of any other broker(s), representative(s),
          employee(s), agent(s) or other intermediary(ies) claiming by, through
          or under Seller, which are entitled to compensation in connection with
          this Agreement or in connection with the sale of the Property. Buyer
          will indemnify, defend and hold Seller free and harmless from the
          Buyer's Broker Fee and the claims of any broker(s), representative(s),
          employee(s), agent(s) or other intermediary(ies) claiming by, through
          or under Buyer, which are entitled to compensation in connection with
          this Agreement or in connection with the sale of the Property. The
          provisions of this SECTION 8(e) shall survive Closing or any
          termination of this Agreement.

     (f)  AS IS. Buyer acknowledges that Seller is selling, and Buyer shall
          accept, the Property in an "AS IS" condition without any
          representation or warranty whatsoever by Seller relating to the
          Property, with the exception of the express representations and
          warranties set forth in this Agreement or any of the Closing Documents
          (hereinafter defined).

SECTION 9.     EVENTS OF DEFAULT:

     (a)  REMEDIES OF SELLER. If any condition to Seller's obligations at the
          Closing set forth in SECTION 6(b) of this Agreement cannot or will not
          be satisfied on or before the Closing Date due to a misrepresentation
          by Buyer or default by Buyer of any of Buyer's obligations under this
          Agreement and Buyer fails to satisfy that


                                       9


          condition within seven (7) days after Buyer's receipt of written
          notice of the foregoing from Seller, Seller shall have the right to
          (i) terminate this Agreement, and (ii) the Xxxxxxx Money shall be
          delivered to Seller within two (2) business days after such
          termination as liquidated damages and not as a penalty.
          Notwithstanding the preceding sentence, Seller may, on or before the
          expiration of the applicable cure period, notify Buyer and the Title
          Insurer in writing of its election to waive its right to terminate
          this Agreement as a result of such failed condition in which case the
          parties hereto shall proceed to Closing. Buyer and Seller agree that
          actual damages resulting from Buyer's failure to satisfy any such
          condition or conditions precedent would be difficult or impossible to
          ascertain and that the amount of the Xxxxxxx Money is a reasonable
          estimate of the damages for such breach or failure. After any
          termination of this Agreement by Seller pursuant to this subparagraph,
          the parties hereto shall be released from all further liabilities and
          obligations hereunder except those that expressly survive a
          termination of this Agreement.

     (b)  REMEDIES OF BUYER. If any condition to Buyer's obligations at the
          Closing set forth in SECTION 6(a) above cannot or will not be
          satisfied on or before the Closing Date due to a misrepresentation by
          Seller (as limited in Section 6(a)(4)) or default by Seller of any of
          Seller's obligations under this Agreement and Seller fails to satisfy
          that condition within seven (7) days after Seller's receipt of written
          notice of the foregoing from Buyer, Buyer, as Buyer's sole and
          exclusive remedy, may elect one of the following remedies: (i) to
          terminate this Agreement by delivering written notice thereof to the
          Seller and the Title Insurer within five (5) business days after the
          expiration of such seven (7) day period, in which case (1) the Xxxxxxx
          Money shall be returned to Buyer within two (2) business days after
          such termination, and (2) all other rights and obligations of Seller
          and Buyer hereunder (except those set forth in this Agreement which
          expressly survive a termination of this Agreement) shall terminate
          immediately, and (3) if the failure of such condition or conditions is
          caused by the failure of Seller to perform any of Seller's obligations
          set forth in Section 10 (a) below, Seller shall reimburse Buyer for
          all out-of-pocket expenses actually incurred by Buyer in connection
          with this Agreement, provided such reimbursement shall in no event
          exceed $25,000.00; (ii) to notify Seller and the Title Insurer in
          writing within five (5) business days after the expiration of such
          seven (7) day period that Buyer has waived Buyer's right to terminate
          this Agreement as a result of Seller's failure to satisfy such
          condition or conditions and the parties shall thereafter proceed to
          the Closing with no reduction in the Purchase Price (failing which,
          Buyer shall be deemed to have elected option (i) above so long as
          Buyer does not elect option (iii) within the time limits specified
          therein); or (iii) if the failure of such condition or conditions is
          caused by a failure of Seller to perform any of Seller's obligations
          set forth in SECTION 10(a) below, to commence legal proceedings within
          thirty (30) days after the expiration of such seven (7) day period
          solely to enforce all rights of specific performance of Seller's
          obligations set forth in SECTION 10(a) below; provided, however, if
          Buyer enforces specific performance of such obligations of Seller,
          Buyer agrees that Buyer shall accept whatever title Seller has to the
          Property, if


                                       10


          any, subject to all liens, encumbrances and other matters affecting
          title to the Property (all of which shall be deemed Permitted
          Exceptions) other than any (i) Security Encumbrances and (ii) matters
          created after the Effective Date by the willful action of Seller which
          are not otherwise permitted by this Agreement, with no reduction in
          the Purchase Price, and in no event shall Seller be obligated to cure
          or remove or bond against any title defects, liens, encumbrances or
          other matters affecting title to the Property other than (i) Security
          Encumbrances and (ii) matters created after the Effective Date by the
          willful action of Seller which are not otherwise permitted by this
          Agreement, and provided further, however, if, within such thirty (30)
          day period, Buyer fails to commence legal proceedings seeking specific
          performance, this Agreement shall automatically terminate pursuant to
          option (i) above. After any termination of this Agreement by Buyer
          pursuant to this subparagraph or any automatic termination as provided
          above, the parties hereto shall be released from all further
          liabilities and obligations hereunder except those that expressly
          survive a termination of this Agreement.

SECTION 10.    CLOSING: At Closing, the Xxxxxxx Money shall be applied as part
of the Purchase Price or as otherwise provided in Section 1(b)(i). The Closing
shall be held at the office of Buyer's attorney or such other place as the
parties hereto may mutually agree. Possession shall be delivered at closing,
unless otherwise agreed herein.

     (a)  SELLER'S OBLIGATIONS AT CLOSING. At the Closing, Seller shall execute,
          acknowledge (if appropriate) and deliver to Title Insurer, at Seller's
          sole cost and expense, the following (the "Closing Documents"):

          (1)  A special warranty deed to the Property, subject to the Permitted
               Exceptions and other matters subsequently approved by Buyer or
               Buyer's counsel, which deed shall be in form sufficient for
               recording in the real property records of the jurisdiction in
               which the Real Property is located.

          (2)  A Xxxx of Sale conveying to Buyer any personal property located
               in the Improvements not retained by Seller.

          (3)  An Assignment and Assumption Agreement of the Perfect Fit Lease
               and the Contracts (the "Assignment") whereby (i) Seller assigns
               and Buyer assumes all obligations accruing under the Perfect Fit
               Lease and the Contracts from and after the Closing Date, and (ii)
               Seller indemnifies, defends and holds Buyer harmless with respect
               to all liabilities, claims, costs and expenses (including,
               without limitation, reasonable attorneys' fees) relating to acts
               or omissions accruing under the Perfect Fit Lease and the
               Contracts before the Closing Date; and (iii) Buyer indemnifies,
               defends and holds Seller harmless with respect to all
               liabilities, claims, costs and expenses (including, without
               limitation, reasonable attorneys' fees) relating to acts or
               omissions accruing under the Perfect Fit Lease and the Contracts
               from and after the Closing Date.


                                       11


          (4)  An affidavit pursuant to the Foreign Investment in Real Property
               Tax Act.

          (5)  A closing statement and acknowledgments setting forth all
               prorations and credits and other matters handled outside of
               Closing.

          (6)  Four (4) original counterparts of a lease agreement between
               Buyer, as Landlord, and Seller or its affiliate, as Tenant, for
               the Improvements now and hereafter located on the Real Property,
               in form and substance to be mutually agreed upon by Buyer and
               Seller prior to the Closing (the "Lease").

          (7)  Such other documents as are customary for real estate closings in
               the Charlotte, North Carolina area or as may be reasonably
               required to close this transaction, duly executed and
               acknowledged in recorded form (if to be recorded); provided,
               however, any other conveyance documents reasonably requested by
               Buyer shall be without recourse or warranty and without any
               representations with respect to the subject matter thereof.

     (b)  BUYER'S OBLIGATIONS AT CLOSING. At the Closing, Buyer shall execute,
          acknowledge (if appropriate) and deliver to Title Insurer, at Buyer's
          sole cost and expense, the following:

          (1)  the Purchase Price in immediately available funds, reduced by the
               amount of the Xxxxxxx Money applied for that purpose, and
               increased or reduced by the net amount of adjustments and
               prorations owed by or to Buyer, as appropriate;

          (2)  Buyer's counterpart to the Assignment.

          (3)  A closing statement and acknowledgments setting forth all
               prorations and credits and other matters handled outside of
               Closing.

          (4)  Four (4) original counterparts of the Lease.

          (5)  Such other documents as are customary for real estate closings in
               the Charlotte, North Carolina area or as may be reasonably
               required to close this transaction, duly executed and
               acknowledged in recorded form (if to be recorded)

SECTION 11.    RISK OF LOSS/DAMAGE/REPAIR: Until the Closing, the risk of loss
or damage to the Property, except as otherwise provided herein, shall be borne
by Seller. If, prior to the Closing Date, a casualty or condemnation by any
public authority under its power of eminent domain damages or destroys a
Material Portion of the Improvements (as hereinafter defined), then this
Agreement may be terminated by either party upon written notice to the other
delivered within fifteen (15) days after such casualty or condemnation and the
Xxxxxxx Money shall be returned to Buyer. A "MATERIAL PORTION OF THE
IMPROVEMENTS" as used herein shall mean damage


                                       12


or destruction to a portion of the Property reasonably requiring at least
$250,000.00 to repair or restore as determined in Seller's good faith estimate.
In the event either party does not terminate this Agreement as provided above in
this SECTION 11 or the casualty or condemnation damages or destroys less than a
Material Portion of the Improvements, then the parties hereto shall proceed to
the Closing and Seller shall assign to Buyer all of the insurance proceeds (with
a credit for any deductible) or awards received on account of such casualty or
condemnation, with no reduction in the Purchase Price.

SECTION 12.    NOTICES: Unless otherwise provided herein, all notices and other
communications which may be or are required to be given or made by any party to
the other in connection herewith shall be in writing and shall be deemed to have
been properly given and received on the date delivered in person, deposited in
the United States mail, registered or certified, return receipt requested, or
deposited with a nationally recognized overnight express carrier for next day
delivery (e.g. Federal Express), to the addresses set out in Section 1(g) as to
Seller and in section 1(h) as to Buyer, or at such other addresses as specified
by written notice delivered in accordance herewith.

SECTION 13.    ENTIRE AGREEMENT: This agreement constitutes the sole and entire
agreement among the parties hereto and no modification of this Agreement shall
be binding unless in writing and signed by all parties hereto.

SECTION 14.    TIME OF ESSENCE: Time is of the essence with respect to the
performance of the provisions this Agreement including all dates and time
periods established herein.

SECTION 15.    OTHER COVENANTS:

     (a)  FORM OF LEASE. Seller and Buyer shall work together in good faith
          prior to the expiration of the Examination Period to agree in all
          material respects to the form of the Lease to be executed by the
          parties hereto at Closing. In the event the form of the Lease is not
          agreed to in writing by the parties hereto in all material respects on
          or before the Examination Period, either party may thereafter
          terminate this Agreement by providing written notice thereof to the
          other party; provided, unless and until such notice of termination is
          given to the other party, the parties hereto shall continue to work
          together in good faith to agree to the form of the Lease in all
          material respects prior to the Closing. The foregoing right to
          terminate this Agreement shall expire at such time as the parties
          hereto agree in writing to the form of the Lease in all material
          respects on or before the Closing. The parties hereto agree that the
          term of the Lease shall commence on the Closing Date and shall expire
          on the earlier of (i) the date Perfect Fit occupies the premises
          pursuant to the Perfect Fit Lease, and (ii) January 15, 2001. Rent
          shall be paid monthly and shall be an amount equal to $43,937.50 per
          month. If the commencement date of the Lease shall occur on a date
          that is not the first day of a calendar month, or the expiration date
          of the Lease shall occur on a date that is not the last day of a
          calendar month, the rent payable for such partial month shall be
          prorated based on the number of days within such month that are within
          the Lease term. The first month's rent (as prorated if applicable)
          shall be paid on the


                                       13


          Closing Date. During the term of the Lease, Seller shall provide for
          its own services to the building, including, but not limited to,
          janitorial, utilities, and landscaping services. Buyer shall be
          responsible for maintaining the roof, all structural elements of the
          Improvements, and major repairs and replacements to the HVAC system in
          the Improvements.

     (b)  MAINTENANCE OF PROPERTY. Seller shall operate and maintain the
          Property in substantially the same manner in which it operated and
          maintained the Property prior to the execution of this Agreement,
          reasonable wear and tear excepted.

     (c)  BUYER'S FINANCING. If Buyer fails to obtain a commitment letter for
          Buyer's intended financing prior to the expiration of the Examination
          Period, Buyer shall be entitled to terminate this Agreement on or
          before the expiration date of the Examination Period by written notice
          to Seller, in which event, this Agreement shall terminate, the Xxxxxxx
          Money shall be returned to Buyer, and the parties shall have no
          further obligations to the other except for those which expressly
          survive a termination of this Agreement. After the expiration of the
          Examination Period, Buyer shall have no right to terminate this
          Agreement for any failure to obtain all or any portion of Buyer's
          intended financing.

SECTION 16.    LITIGATION AND PREVAILING PARTY: If any litigation arises as a
result of this Agreement, then the prevailing party shall be entitled to
reimbursement of all reasonable attorneys fees.

SECTION 17.    APPLICABLE LAW: This Agreement shall be construed under the laws
of the state in which the Property is located.

SECTION 18.    LIMITATION OF LIABILITY: Notwithstanding anything herein to the
contrary, the liability of each party hereto resulting from the breach or
default by such party shall be limited to direct actual damages incurred by the
injured party and each party hereto hereby waives its rights to recover from the
other party consequential, punitive, exemplary, and speculative damages. The
provisions of this SECTION 18 shall survive the termination of this Agreement.

SECTION 19.    ASSIGNMENT: Buyer may not assign its rights hereunder without the
prior consent of Seller which consent may be withheld in Seller's sole and
unreviewable discretion; provided, Buyer may assign its rights hereunder to an
entity in which Buyer holds at least a 10% equity, partnership, or membership
interest (an "Affiliate"). Any assignment consented to be Seller (including an
assignment to an Affiliate) shall not relieve Buyer of its obligations under
this Agreement.

SECTION 20.    SUCCESSORS AND ASSIGNS: This Agreement shall bind and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.

SECTION 21.    DAYS: If any action is required to be performed, or if any
notice, consent or other communication is given, on a day that is a Saturday or
Sunday or a legal holiday in the jurisdiction in which the action is required to
be performed or in which is located the intended


                                       14


recipient of such notice, consent or other communication, such performance shall
be deemed to be required, and such notice, consent or other communication shall
be deemed to be given, on the first business day following such Saturday, Sunday
or legal holiday. Unless otherwise specified herein, all references herein to a
"day" or "days" shall refer to calendar days and not business days.

SECTION 22.    COUNTERPARTS: To facilitate execution, this Agreement may be
executed in as many counterparts as may be required. It shall not be necessary
that the signature on behalf of both parties hereto appear on each counterpart
hereof. All counterparts hereof shall collectively constitute a single
agreement. Telecopies of counterparts, the receipt of which is confirmed, shall
have the same valid and binding effect as originals.

SECTION 23.    SEVERABILITY: If any term, covenant or condition of this
Agreement, or the application thereof to any person or circumstance, shall to
any extent be invalid or unenforceable, the remainder of this Agreement, or the
application of such term, covenant or condition to other persons or
circumstances, shall not be affected thereby, and each term, covenant or
condition of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.

SECTION 24.    COSTS: Regardless of whether Closing occurs hereunder, and except
as otherwise expressly provided herein, each party hereto shall be responsible
for its own costs in connection with this Agreement and the transactions
contemplated hereby, including, without limitation, fees of attorneys, engineers
and accountants.

SECTION 25.    INCORPORATION BY REFERENCE: All of the exhibits and schedules
attached hereto are by this reference incorporated herein and made a part
hereof.

SECTION 26.    BACK-UP CONTRACTS. Seller may market the Property and execute
back-up contracts for the sale of the Property prior to the Closing.


                                       15


     IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the
later of the dates shown below (the "Effective Date").

                                   SELLER:

                                   MARKETING SPECIALISTS SALES
                                   COMPANY, a Texas corporation


                                   By:      _________________________________
                                   Name:    _________________________________
                                   Title:   _________________________________
                                   Date:    __________________________, 2000.


                                   BUYER:


                                   __________________________________________
                                   Xxxxx Xxxxxx
                                   Date:    __________________________, 2000.





     The undersigned hereby acknowledges receipt of the Xxxxxxx Money set forth
herein and agrees to hold said Xxxxxxx Money in accordance with the terms
hereof.



                                            By:_________________________________
                                            Name:_______________________________
                                            Date:_______________________________


                                       16


                                   Exhibit A

                               Legal Description


                                       17


                                   EXHIBIT A

TRACT I:

BEING in the City of Charlotte, County of Mecklenburg, State of North
Carolina and being more particularly described as follows:

                BEGINNING at a point marking the intersection of the
        centerlines of the right-of-way of Tower Point Drive (60' R/W) and
        running thence with the centerline of the right-of-way of Crown
        Centre Drive three (3) calls and distances as follows:  (1) N.
        52-37-52 E. 177.23 feet to a point; (2) in a northeasterly direction
        with the arc of a circular curve to the right, having a radius of
        300.00 feet, an arc distance of 140.88 feet to a point; and (3) N.
        79-32-09 E. 84.87 feet to a point; thence leaving the centerline of
        said right-of-way S. 37-22-08 E. 261.23 feet to a point in the
        northernmost corner of Crown Centre Executive Park, Phase I, Block 1
        as same is shown on map thereof recorded in Map Book 21 at Page 622
        in the Mecklenburg County Public Registry; thence with the
        northwesterly margin of the property of said Crown Centre Executive
        Park S. 52-32-57 W. 388.67 feet to a point in the centerline of the
        right-of-way of Tower Point Drive; thence with the centerline of said
        right-of-way N. 37-22-07 W. 332.66 feet to a point, the point of
        place of beginning, containing 2,843 acres, all as shown on survey
        for Atlas Marketing Co., Inc. as prepared by Xxxx X. Xxxxxxxxx,
        N.C.R.L.S., dated October 1, 1991, reference to which survey is
        hereby made for a more particular description of the property.

TRACT II:

        BEING that certain 2.50 acre tract known as Xxx 0, Xxxxx 0 xx Xxxxx
        Xxxxxx Xxxxxxxxx Xxxx as shown on a map recorded in Map Book 21 at
        Page 622 of the Mecklenburg County Public Registry.

TRACT III:

        Together with all non-exclusive easements granted in that certain
        Declaration of Covenants, Conditions and Restrictions recorded in
        Book 5206 at Page 893, as amended in Book 5832 at Page 734 all in the
        Mecklenburg County Public Registry.