The purchase agreement calls for 10.7 acres of real estate and improvements to be divided into two parcels, with the first parcel scheduled to close on or before July 15, 2005, for a purchase price of $6.9 million and the second parcel scheduled to close on or before April 1, 2006, for a purchase price of $1.1 million. Trademark has the option to extend each closing up to three times for thirty days each, with the payment of a non-refundable extension fee.

K&B will have the right to occupy both parcels with no rent obligations for a period of up to ten months following the closing on the first parcel, however, K&B will be responsible for real estate taxes, insurance costs, utility costs and other operational costs during such occupancy. CECO and K&B are searching for a suitable replacement property that may qualify the transactions for treatment as a tax free real estate exchange.

The closing of the acquisition is subject to various customary closing conditions. Additionally, closing is subject to certain special conditions such as the negotiation of a definitive agreement setting forth K&B's post-closing possessory rights. Trademark also has the right to terminate the Agreement for any reason prior to July 15, 2006. The press release announcing the entering into the agreement is attached as an exhibit.