REAL ESTATE PURCHASE AGREEMENT

Exhibit 10.2

REAL ESTATE PURCHASE AGREEMENT

DATED AS OF OCTOBER 30, 2008

BY AND AMONG

MSC PRE FINISH METALS (MV) INC.,

MATERIAL SCIENCES CORPORATION,

K. MATKEM OF MORRISVILLE, LP,

THEODORUS A. BUS

AND

JAMES P. BUS

TABLE OF CONTENTS

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INDEX OF DEFINED TERMS

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Exhibits

Exhibit A – Title Commitment

Exhibit B – Limited Partnership Agreement of Buyer

Schedules

Schedule 1.1 – Purchased Assets

Schedule 3.3 – Required Consents and Approvals

Schedule 3.4 – Violations

Schedule 3.6 – Litigation; Compliance with Laws

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REAL ESTATE PURCHASE AGREEMENT

THIS REAL ESTATE PURCHASE AGREEMENT (this " Agreement "), dated as of October 30, 2008, is by and among MSC Pre Finish Metals (MV) Inc., a Delaware corporation (" Seller "), Material Sciences Corporation, a Delaware corporation (" MSC "); K. MATKEM of Morrisville, LP, a Pennsylvania limited partnership (the " Buyer "); Theodorus A. Bus and James P. Bus (together, the " Buyer Principals ").

RECITALS

A. Seller owns and operates a coil coating facility located in Morrisville, Pennsylvania (the " Morrisville Facility ").

B. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all real property at the Morrisville Facility, on the terms and conditions set forth herein.

In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

PURCHASE AND SALE OF ASSETS

Section 1.1. Purchased Assets . On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller agrees to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase and assume from Seller, all of Seller’s right, title and interest in and to the real property on which the Morrisville Facility is located and all improvements and fixtures thereon (the " Purchased Assets ") as more particularly described on the legal description attached hereto and made a part hereof as Schedule 1.1 , together with all of the Seller’s right, title and interest, if any, in and to the appurtenances pertaining thereto, including but not limited to Seller’s right, title and interest in and to the adjacent streets, alleys and right-of-ways, and any easement rights, air rights, subsurface development rights and water rights, but excluding the Excluded Assets.

Section 1.2. Excluded Assets . Notwithstanding anything to the contrary herein, Seller shall not convey, assign or transfer to Buyer pursuant to this Agreement any assets other than the Purchased Assets.

Section 1.3. Assumed Liabilities . Buyer shall assume, agree to pay, perform and discharge the items apportioned to it pursuant to Section 2.4 (the " Assumed Liabilities ").

Section 1.4. Excluded Liabilities . Except for the Assumed Liabilities and as provided in Section 8.5 , in connection with this Agreement Buyer will not assume, agree to pay, perform or discharge, or in any way be responsible for, any debts (including interest and/or penalties thereon), liabilities or obligations of Seller of any kind or nature whatsoever (the " Excluded Liabilities ").

Section 1.5. Liens and Encumbrances . The sale of the Purchased Assets to be made by Seller to Buyer hereunder shall be subject to those title matters (the " Permitted Exceptions ") set forth in the title commitment, attached hereto and made a part hereof as Exhibit A (the " Existing Title Commitment ").

ARTICLE 2

CONSIDERATION AND MANNER OF PAYMENT

Section 2.1. Purchase Price . The aggregate consideration for the Purchased Assets shall be $4,600,000, as same may hereafter be adjusted pursuant to this Agreement (the " Purchase Price "). The Purchase Price shall be paid as set forth in this Article 2 .

Section 2.2. Payment of Purchase Price . Upon signing this Agreement, Buyer shall deliver to Wells Fargo Bank, National Association (the " Escrow Agent "), by wire transfer of immediately available funds, an amount equal to $4,600,000 (the " Down Payment "), to be held pursuant to the terms of an escrow agreement (the " Escrow Agreement ") among Buyer, Seller and the Escrow Agent, dated as of the date hereof. Subject to Section 7.3 (Treatment of Down Payment) if this Agreement is terminated, at the Closing, the Escrow Agent shall pay the Down Payment, as adjusted pursuant to Section 2.3 , to Seller.

Section 2.3. Purchase Price Adjustment . At the time of Closing, the following liabilities shall be apportioned between Seller and Buyer, and the Purchase Price shall be adjusted accordingly:

(a) real estate taxes assessed against the real property included in the Purchased Assets (the " Real Property ") based upon the amounts accruing through the Closing Date;

(b) water and sewer charges assessed against the Real Property based upon the amounts accruing through the Closing Date;

(c) all other utility charges as of the Closing Date; and

(d) if there are any confirmed or unconfirmed assessments for municipal improvements against the Real Property, Seller may elect to have such assessments payable over the longest period permitted by the assessing authority, and such assessments shall be prorated based upon the amounts accruing through the Closing Date.

Section 2.4. Adjustment Time . All apportionments and adjustments shall be made as of 12:01 a.m. on the Closing Date. If after Closing, the parties discover any errors in adjustments and apportionments, the same shall be corrected as soon after their discovery as possible. The provisions of this Section 2.4 shall survive the Closing, except that no adjustments shall be made later than six months after the Closing Date unless prior to such date the party seeking the adjustment shall have delivered a written notice to the other specifying the nature and basis for such claim.

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Section 2.5. Risk of Loss . If, prior to the Closing, all or a material portion of the Real Property is damaged by fire or other casualty, Seller shall promptly give Buyer written notice of such damage.

(a) If such damage is not Major Damage (as hereinafter defined) then Buyer shall have the right at Closing to receive a credit against the Purchase Price in the amount of the deductible portion of Seller’s insurance (or such lesser amount as is equal to the estimated cost of repair) plus all insurance proceeds received by Seller as a result of such loss, and an assignment of Seller’s rights to such insurance proceeds. This Agreement shall continue in full force and effect with no further reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage or to replace the Real Property.

(b) If such damage occurs prior to Closing and the cost to repair such damage exceeds $3,000,000 or would materially interfere with the operation of the business (as conducted by Seller at the Morrisville Facility prior to the Closing) (" Major Damage "), then Seller may, at its election (i) repair such damage and restore the Real Property to a condition that would permit operation of the business (as conducted by Seller at the Morrisville Facility) in substantially the same manner as it operated prior to the damage, and the Closing shall be postponed until such repairs have been completed or (ii) terminate this Agreement in accordance with Section 7.1(e) . Seller shall provide written notice to Buyer of its election pursuant to this Section 2.5(b) within 30 days of the date on which Seller becomes aware that Major Damage has occurred (the " Occurrence Date "). If Seller elects to repair such damage, but the Real Property has not been (or the Buyer and Seller agree that it cannot be) restored on or before the date that is six months after the Occurrence Date to a condition that would permit operation of the business (as conducted by Seller at the Morrisville Facility) in substantially the same manner as it operated prior to the damage, then Buyer may, at its election, terminate this Agreement in accordance with Section 7.1(f) .

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ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer that:

Section 3.1. Organization; Good Standing . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Seller is duly qualified or otherwise authorized as a foreign entity to transact business in Pennsylvania and in each other jurisdiction in which the nature of its business or the location of the Purchased Assets requires it to so qualify.

Section 3.2. Authorization . Seller has all requisite corporate authority to execute, deliver and perform its obligations under this Agreement and each Transaction Document to which Seller is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which Seller is a party, the performance of its obligations hereunder and thereunder and the consummation by it of the Transactions have been duly authorized by all requisite action in accordance with applicable Law, and no other proceeding on the part of Seller is necessary. This Agreement and the Transaction Documents to which Seller is a party have been duly executed and delivered by Seller and constitute the legal, valid and binding obligation of Seller enforceable against it in accordance with their respective terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, and (b) the availability of injunctive relief and other equitable remedies.

Section 3.3. Consents and Approvals . Except as set forth in Schedule 3.3 , no consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any multi-national, national, state, provincial, local, governmental, judicial, public, quasi-public, administrative or self-regulatory authority, agency, commission, board, organization or instrumentality (collectively, " Governmental Authority ") or other Person is required to be made or obtained in connection with the authorization, execution, delivery and performance by Seller of this Agreement and the Transaction Documents, or the consummation of the Transactions.

Section 3.4. No Violation . The execution, delivery and performance by Seller of this Agreement and the Transaction Documents to which Seller is a party and the consummation by Seller of the Transactions do not and will not:

(a) conflict with or result in a violation of any provisions of the Certificate of Incorporation or By-Laws of Seller;

(b) except as set forth on Schedule 3.4 , result in the breach of any of the terms or conditions of, or constitute (with or without notice or lapse of time or both) a default under or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under any mortgage, note, bond, indenture, contract, agreement, license or other instrument or obligation of any kind or nature, in any case whether written or oral, by which the Purchased Assets will be adversely affected or which would have an adverse effect on Seller’s ability to perform its obligations under this Agreement;

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(c) violate or conflict with any law, federal, state or local, order, permit, writ, injunction, judgment, rule, regulation, statute, ordinance, treaty, constitution, directive, principle, code, order, decree or other decision of any court, administrative agency, or Governmental Authority (collectively, " Laws "); or

(d) result in the creation or imposition of any Lien upon any Purchased Asset.

Section 3.5. Brokers or Finders . Neither Seller nor any Affiliate of Seller has retained any broker or finder, or made any statement or representation to any Person that would entitle such Person to, or agreed to pay, any broker’s, finder’s or similar fees or commissions in connection with the Transactions.

Section 3.6. No Litigation; Compliance with Laws .

(a) Except as set forth on Schedule 3.6 , there are no judgments against Seller, and there is no litigation or actions, suits, proceedings, or investigations, either judicial or administrative, pending, or to Seller’s Knowledge, threatened in writing against or relating to or materially or adversely affecting the Purchased Assets or Seller’s ability to consummate the Transactions.

(b) Except as set forth on Schedule 3.6 , during the five years prior to Closing, Seller has not received any written notice of any material violation of any Laws, ordinances, orders, rules, regulations, requirements, codes, covenants or restrictions, including without limitation as to use, zoning, occupancy, construction, administration, health or safety, affecting any portion of the Real Property which remains uncorrected.

Section 3.7. Taxes . All Taxes due and payable by Seller have been timely paid in full. Seller has timely filed all federal, state, county, local and foreign Tax Returns that it is required to have filed, and such returns are complete and correct in all material respects. There are no Liens on any of the Purchased Assets that arose in connection with any failure (or alleged failure) to pay any Tax, other than Permitted Liens.

Section 3.8. Real Property .

(a) As of the date hereof, Seller has not granted or entered into any leases, tenancies, licenses or other rights of present or future occupancy or use, written or oral, for any portion of the Real Property.

(b) The legal description of the Real Property is set forth on Schedule 1.1 . To Seller’s Knowledge, there is no pending or threatened condemnation or other governmental taking of the Real Property or any part thereof. To Seller’s Knowledge, there are no special, general or other assessments pending against Seller or affecting the Real Property that would be payable by Seller.

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(c) No portion of the Real Property is, and Seller has not received any written notice that, any portion of the Real Property is, subject to or affected by any condemnation, eminent domain or similar proceeding.

(d) Seller has not executed any other agreement of sale, option agreement, right of first refusal or right of first offer with respect to the Real Property.

(e) Seller is not a "foreign person" under the Foreign Investment in Real Property Tax Act of 1980 and, upon consummation of the transactions contemplated hereby, Buyer will not be required to withhold from the Purchase Price any withholding tax.

(f) Seller has provided Buyer with true, correct and complete copies of all structural, mechanical, electrical and environmental reports relating to the Real Property which are in Seller’s possession or control.

Section 3.9. Insurance . Seller has maintained and will maintain through the Closing Date insurance coverage for the Purchased Assets in an amount not less than $5,000,000.

Section 3.10. Utilities . Seller represents that water, sewer, power, electric, cable, gas, telephone, and all other utilities are available and servicing the Real Property; provided , however , that Buyer will have to open accounts with such utilities in Buyer’s name in order for such services to be available to Buyer.

Section 3.11. Disclaimer of Other Representations and Warranties . EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 3 , THE PURCHASED ASSETS ARE BEING SOLD BY SELLER TO BUYER ON AN "AS-IS, WHERE-IS" BASIS. THE DISCLOSURE OF ANY MATTER OR ITEM IN ANY SCHEDULE HERETO SHALL NOT BE DEEMED TO CONSTITUTE A REPRESENTATION OR WARRANTY OR AN ACKNOWLEDGEMENT THAT ANY SUCH MATTER IS REQUIRED TO BE DISCLOSED. SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR EQUITY, REGARDING THE PURCHASED ASSETS, THE CONDITION OF THE PURCHASED ASSETS, OR THE REAL PROPERTY. BUYER ACKNOWLEDGES THAT SELLER MAKES NO REPRESENTATIONS AND WARRANTIES PERTAINING TO ENVIRONMENTAL, HEALTH OR SAFETY MATTERS OR CONDITIONS, INCLUDING WITHOUT LIMITATION THOSE ARISING UNDER CERCLA OR ANY OTHER ENVIRONMENTAL LAWS, OR ANY OTHER ENVIRONMENTAL MATTERS (" ENVIRONMENTAL MATTERS "):

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller that:

Section 4.1. Buyer’s Organization . Buyer is a limited partnership duly organized and validly existing under the laws of the Commonwealth of Pennsylvania. Buyer has the power and authority to own all of its properties and assets and to conduct its business, except where the failure to have such power would not have a material adverse effect on its ability to consummate the Transactions.

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Section 4.2. Authorization . The execution and delivery of this Agreement and the Transaction Documents to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the Transactions have been duly authorized by all requisite corporate action in accordance with applicable Law, and no other act or proceeding on the part of Buyer is necessary. Buyer has all requisite power and authority to enter into, execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. This Agreement and the Transaction Documents to which Buyer is a party have been duly executed and delivered by Buyer and constitute the valid and legally binding obligations of Buyer, enforceable in accordance with their respective terms.

Section 4.3. Consents and Approvals . No consent, approval or authorization of, or declaration, filing or registration with, or notice to, any Governmental Authority or other Person is required to be made or obtained by Buyer in connection with Buyer’s authorization, execution and delivery of this Agreement or the Transaction Documents to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the Transactions.

Section 4.4. No Violation . The execution, delivery and performance by Buyer and the Buyer Principals of this Agreement and the Transaction Documents to which any of them is a party and the consummation of the Transactions do not and will not:

(a) result in the breach of any of the terms or conditions of, or constitute (with or without notice or lapse of time of both) a default under or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, any mortgage, note, bond, indenture, contract, agreement, license or other instrument or obligation of any kind or nature by which Buyer or the Buyer Principals may be bound or affected which would have an adverse effect on Buyer’s or the Buyer Principals’ ability to perform its obligations under this Agreement;

(b) violate any Laws; or

(c) violate any provision of the certificate of incorporation or bylaws of Buyer.

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Section 4.5. No Brokers or Finders . Neither Buyer nor any Affiliate thereof has retained any broker or finder, made any statement or representation to any Person that would entitle such Person to, or agreed to pay, any broker’s, finder’s or similar fees or commissions in connection with the Transactions.

ARTICLE 5

COVENANTS OF THE PARTIES

Section 5.1. Further Assurances . Each of the parties hereto agrees that subsequent to the Closing, upon the reasonable request of any other party hereto from time to time, it shall execute and deliver, or cause to be executed and delivered, such further reasonable instruments and take such other commercially reasonable actions as may be necessary to carry out the Transactions or to vest, perfect or confirm ownership of the Purchased Assets in Buyer.

Section 5.2. Conduct of Morrisville Facility Pending Closing . Except (i) as set forth in this Agreement, (ii) as required by applicable Laws or (iii) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), from and after the date hereof and prior to the Closing or such earlier date as this Agreement may be terminated in accordance with its terms, Seller shall not:

(a) sell, transfer, lease, license, pledge or encumber any of the Purchased Assets, except in the ordinary course of business;

(b) enter into an agreement to do any of the foregoing, or to authorize, recommend or announce an intention to do any of the foregoing; or

(c) intentionally take any other action or omit to take any other action that would cause the representations contained in Article 3 to be untrue, as of the Closing, with respect to the period from the date of this Agreement through the Closing Date.

Section 5.3. Consummation of Transaction . Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Transactions in accordance with the terms of this Agreement, including (i) the obtaining of all necessary approvals under any applicable Laws required in connection with this Agreement and the Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals and authorizations from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, (iii) the obtaining of all necessary waivers, consents, approvals and authorizations from third parties and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions in accordance with the terms of this Agreement and fully to carry out the purposes of this Agreement; provided , however , that reasonable best efforts of Seller shall not require Seller to expend any funds to obtain such waivers, consents, approvals, authorizations or the like from third parties, other than immaterial amounts for legal fees associated with obtaining the same.

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Section 5.4. Public Announcements . Prior to or at the Closing, any announcement related to the Transactions shall be approved and agreed upon by Buyer and Seller, but neither Buyer nor Seller shall unreasonably withhold, delay or condition approval thereof. Thereafter, Buyer, on the one hand, and Seller, on the other hand, shall, to the extent feasible, consult with each other before issuing, and provide each other reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law. Buyer acknowledges that Seller must make press releases and filings as required by Law and that Seller must inform its customers of the Transactions in order to facilitate an orderly transition of the business, and Buyer will cooperate with Seller with respect to these obligations.

Section 5.5. Location Survey/Metes and Bounds Description . During the term of this Agreement, Buyer shall have the right to obtain a survey of the Premises. If Buyer provides Seller with a location survey of the Real Property that is prepared by a licensed surveyor and certified to Seller and Seller’s counsel prior to the Closing, Seller shall include in Seller’s deed a metes and bounds description of the Real Property that accords with such survey.

Section 5.6. Commonwealth of Pennsylvania Department of Revenue Bulk Sales Clearance . As promptly as is practical following the Closing Date, Seller shall apply to the Pennsylvania Department of Revenue (" PA DOR ") upon PA DOR Form REV-181 (or such successor form as is then prescribed by PA DOR) to obtain, with respect to the sale of the Purchased Assets from Seller to Buyer pursuant to this Agreement, a Tax Clearance Certificate (the " Clearance Certificate ") pursuant to Section 1403 of the Pennsylvania Fiscal Code, 72 P.S. Sec. 1403 and Section 321.1 of the Pennsylvania Tax Reform Code, 72 P.S. Sec. 7321.1 (collectively, the " Bulk Sales Statutes "). Seller shall thereafter diligently prosecute the application for the Clearance Certificate to successful conclusion and the issuance of the Clearance Certificate (including the payment of all Taxes required to obtain the issuance of the Clearance Certificate) and shall deliver a copy of the Clearance Certificate to Buyer within 10 business days of Seller’s receipt.

ARTICLE 6

CLOSING

Section 6.1. Closing . Subject to the terms and conditions set forth herein, the transactions that are the subject of this Agreement shall be consummated at a closing (the " Closing "), which shall take place through an escrow, at the offices of the Title Insurer, 33 South Seventh Street, Allentown, PA 18105 on the first business day after the date that is 30 days from the date hereof or as soon thereafter as practicable (but not more than three business days) following the satisfaction (or waiver) of the conditions to closing set forth in Sections 6.2 and 6.3 (other than conditions with respect to actions the parties will take at the Closing itself) or such other date as may be agreed to in writing by the parties hereto (the " Closing Date "). The Closing shall be deemed effective at 11:59 p.m. on the Closing Date.

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Section 6.2. Conditions to Buyer’s Obligation to Close . The obligation of Buyer to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Buyer:

(a) No Injunction . There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays consummation of any material part of the Transactions, or that will require any material divestiture by Buyer as a result of Buyer’s acquisition of the Purchased Assets.

(b) Covenants . Seller shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closing (except in each case for those agreements that are qualified as to "material," "materiality," "Material Adverse Change" or similar expressions, which shall have been performed or complied with in all respects).

(c) Litigation . No action or proceeding shall have been instituted by any Governmental Authority and, at what would otherwise have been the Closing Date, remain pending to restrain or prohibit any material part of the Transactions or to seek any material divestiture or to revoke or suspend any material license, permit, order or approval by reason of any of the Transactions; nor shall any Governmental Aut