CONTRACT FOR THE PURCHASE AND SALE OF REAL ESTATE

Exhibit 10.2

Subject to the terms and provisions contained herein, Steak n Shake Operations, Inc., an Indiana corporation ("Seller"), hereby agrees to sell and convey Kelley Operations, Inc., a North Carolina corporation, having its principal office at 4020 Waterford Drive, Charlotte, North Carolina 28226, and/or its permitted assigns ("Purchaser"), and Purchaser hereby agrees to buy and pay for that certain real property situated in the City of Greenville, Greenville County, South Carolina, containing approximately 1.07 acres of land, more or less, more particularly described on Exhibit "A" attached hereto and made a part hereof, along with all improvements located thereon (collectively the "Real Estate").

This Contract is executed upon the following terms and conditions:

1.   Purchase Price . The Purchase Price for the Real Estate shall be One Million One Hundred Twenty Seven Thousand Eight Hundred Dollars ($1,127,800). The Purchase Price shall be payable at Closing (as hereinafter defined), in cash, by cashier’s or certified check, or by wire transfer of immediately available funds, subject to prorations and adjustments as hereinafter set forth.

2.   Independent Contract Consideration . Upon complete execution of this Contract, Purchaser shall pay to the order of Seller Independent Contract Consideration (so called herein) in the amount of $100.00 as consideration for Seller’s entering into this Contract. The Independent Contract Consideration is not refundable and shall be retained by Seller notwithstanding any other provisions of this Contract.

3.   Survey . Within five (5) days following the Effective Date, Seller, at Purchaser’s sole cost and expense, shall order an update of that ALTA survey prepared by AOS, Inc. dated June 26, 2000 and having a last revision date of August 15, 2000 as Project No. 048, to show all improvements located on the Real Estate (the "Survey").

The Survey shall contain a certification from the surveyor or engineer to Purchaser, the Title Company and any lender designated by Purchaser. Purchaser shall reimburse Seller for the cost of the Survey at Closing.

4.   Title Commitment . As of the date hereof, Purchaser, at Seller’s sole cost and expense, has ordered an update of Chicago Title Insurance Company Title Policy currently in effect (No. NBU-00192011067164) (the "Title Commitment") issued through Chicago Title Insurance Company, 3700 Forest Drive, Suite 201, Columbia, S.C. 29204 (the "Title Company"), setting forth the status of title of the Real Estate and all exceptions, including rights-of-way, easements, restrictions, covenants, reservations and other conditions, if any, affecting the Real Estate with true, legible copies of all instruments referred to in the Title Commitment affecting title to the Real Estate, not already in Seller’s possession and delivered pursuant to Section 5 hereof.

5.   Additional Information . Within fifteen (15) days following the Effective Date, Seller, at Seller’s sole cost and expense, shall furnish to Purchaser, to the extent available, all engineering studies, surveys, soil tests, environmental reports or studies and any contracts which affect the operation of this restaurant.. Purchaser acknowledges and agrees that foregoing documents will be delivered to Seller without any warranties as to their accuracy or completeness.

6.   Review of Title and Survey . Purchaser shall have a period (the "Inspection Periodæ) ending ninety (90) days after the Effective Date in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment or the Survey hereto failing which Purchaser waives its right to raise such objections and title shall be deemed satisfactory. In the event Purchaser notifies Seller of any unacceptable exceptions or conditions ("Unacceptable Condition(s)"), Seller shall have five (5) days thereafter in which to notify Purchaser whether Seller will eliminate or modify such Unacceptable Condition(s) or conditions. In the event Seller does not respond within such 5-day period, Seller will be deemed to have declined to eliminate or modify such Unacceptable Condition(s). If Seller does not opt to eliminate or modify such condition, Purchaser may (i) waive such Unacceptable Condition(s) and proceed to Closing; (ii) terminate this Agreement (subject to Section 17 ); or (iii) attempt to resolve the Unacceptable Condition(s) at Purchaser’s sole cost and expense, with Seller’s cooperation provided Seller shall not be required to incur any costs.

7. Inspection. At all times during the Inspection Period, Purchaser, its agents, representatives and designees (including prospective tenants, occupants and users of the Real Estate and their agents and representatives) shall have the right to enter on the Real Estate to conduct any investigations (including without limitation review of any POS equipment), soil tests, environmental assessments and engineering and feasibility studies as may be deemed necessary or advisable in connection with the purchase or use of the Real Estate; provided that Purchaser gives Seller’s representative, Gary Smith (407) 947-0988, not less than twenty four (24) hours advanced notice (by telephone) of each such entry provided that Purchaser’s entry upon the Real Estate shall not, in Seller’s judgement, interfere with the use and operation of Seller’s restaurant. Any entry upon the Real Estate by or on behalf of Purchaser shall be subject to such reasonable rules, regulations, standards and conditions as Seller may impose and (without limitation) may be conditioned upon Purchaser’s delivery to Seller of proof of any insurance coverage that Seller may be reasonably require. Purchaser shall deliver to Seller , promptly upon receipt by Purchaser and in any event within five (5) days after the termination of this Contract, pursuant to this Section , a true and complete copy of each inspection report or summary, survey, engineering study, soil test report, environmental report, or written result of such inspection, investigation, study or test conducted by or on behalf of Purchaser in connection with a study or investigation made during the Inspection Period, without any representation or warranty from Purchaser as to the accuracy or completeness of such reports. Promptly after each entry onto the Real Estate, Purchaser shall restore the Real Estate to substantially the same condition as it was in prior to such entry. Purchaser’s obligation to deliver copies of report, summaries, surveys, and test results as provided in this Section and Purchaser’s obligation to restore the Real Estate as aforesaid shall survive the termination of this Agreement or the Closing hereunder (whichever is to occur).

Purchaser shall indemnify and hold Seller harmless, and, at Seller’s option, defend Seller from and against any and all losses, costs, liens, damages, claims, suits, actions, liabilities, and expenses (including reasonable attorneys’ fees and court costs) incurred by Seller in connection with or arising in any way out of Purchaser’s entry upon the Real Estate pursuant to this Section. Purchaser’s obligations pursuant to this Section shall survive a period of one (1) year after the termination of this Contract or Closing hereunder (whichever is to occur).

If it should be determined by Purchaser, on or before the end of the Inspection Period, in Purchaser’s sole discretion and judgment, that the Real Estate is not suitable for the purposes for which Purchaser intends to utilize the Real Estate, Purchaser shall submit a list of those issues limiting the suitability of the Real Estate, including issues regarding machinery, equipment, furniture and fixtures located at the Real Estate, to Seller in the same manner that Purchaser shall submit notice of Unacceptable Conditions pursuant to Article 6 and, similarly, Seller shall have the opportunity to respond in the same manner within the same time period set forth in Article 6 for Unacceptable Conditions. If Seller does not opt to eliminate or modify such the issues raised in this notice, Purchaser may (i) waive such issue(s) and proceed to Closing; or (ii) terminate this Agreement (subject to Section 17 ).

8.   [Intentionally Deleted] .

9.   Closing Date and Place . The Closing (so called herein) hereunder shall take place at 10:00 a.m. at the offices of the Title Company ten (10) days after the expiration of the Inspection Period.

10.  Seller’s Representations and Warranties . Seller represents and warrants to Purchaser to the best of Seller’s knowledge, which for purposes of this section shall refer to the actual knowledge of Michael T. Crowley, Associate Counsel - Director Real Estate Law and/or Bradley Manns - Vice President Franchising, without the benefit of nor obligation to make an independent investigation, as follows: