Pursuant to a Twelfth Amendment to Restated and Amended Purchase Agreement ("Twelfth Amendment") between Purchaser and K&B, dated December 21, 2006, the closing of Parcel A has been extended to on or before March 30, 2007. The date that the $50,000 deposit, which was placed in a third party escrow, is no longer fully refundable has been extended from December 11, 2006 to March 15, 2007. Thereafter, the deposit is refundable to Purchaser only in the event of default by K&B under the Agreement. The escrow deposit is fully applicable to the purchase price of the Parcel A closing. The date on which the Purchaser has agreed to deposit $400,000 in the third party escrow account has been extended from December 11, 2006 to March 15, 2007. This deposit is refundable to Purchaser only in the event of a default by K&B under the Agreement and is fully applicable to the purchase price of the Parcel A closing.   Under the Twelfth Amendment, the closing of Parcel B is extended to the later of December 12, 2007 or 30 days after K&B notifies Purchaser that K&B is no longer occupying Parcel B, but in no event beyond 10 months following the closing of Parcel A.

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.

The description set forth herein of the Twelfth Amendment is qualified in its entirety by reference to the full text of such agreement, which is filed with this report as Exhibit 10.1 and incorporated by reference into this Item 1.01.   

This report contains statements about the future, sometimes referred to as "forward--looking" statements. Forward-looking statements are typically identified by the use of the wor ds "believe," "may," "should," "expect," "anticipate," "estimate," "project," "propose,""plan," "intend" and similar words and expressions. Forward--looking statements are not guarantees of completion of proposed transactions, availability of tax-free treatment, or similar matters. Forward--looking statements are subject to risks and uncertainties outside CECO's control. Actual events or results may differ materially from the forward-looking statements. For a discussion of additional contingencies and uncertainties to which information respecting future events is subject, see CECO's other SEC reports.

This Twelfth Amendment to Restated and Amended Purchase Agreement ("Twelfth Amendment") is effective as of the /21st/ of December, 2006, between MILLWORKS TOWN CENTER, LLC, an Ohio limited liability company ("Purchaser"), and THE KIRK & BLUM MANUFACTURING COMPANY, an Ohio corporation ("Seller").

WHEREAS, Seller and Trademark Property Company entered into that certain Restated and Amended Purchase Agreement dated June 20, 2005, as amended by that certain First Amendment to Restated and Amended Purchase Agreement dated July 15, 2005 and the Second Amendment to Restated and Amended Purchase Agreement dated September 14, 2005; Seller, Trademark Property Company and Purchaser entered into the Third Amendment and Assignment to Restated and Amended Purchase Agreement dated October 20, 2005; Seller and Purchaser entered into the Fourth Amendment to Restated and Amended Purchase Agreement dated December 29, 2005; Seller and Purchaser entered into the Fifth Amendment to Restated and Amended Purchase Agreement dated March 1, 2006; Seller and Purchaser entered into the Sixth Amendment to Restated and Amended Purchase Agreement dated April 21, 2006; Seller and Purchaser entered into the Seventh Amendment to Restated and Amended Purchase Ag reement dated May 9, 2006; Seller and Purchaser entered into the Eighth Amendment to Restated and Amended Purchase Agreement dated May 26, 2006; Seller and Purchaser entered into the Ninth Amendment to Restated and Amended Purchase Agreement dated June 8, 2006; Seller and Purchaser entered into the Tenth Amendment to Restated and Amended Purchase Agreement dated October 6, 2006; and Seller and Purchaser entered into the Eleventh Amendment to Restated and Amendment Purchase Agreement dated October 31, 2006 (as amended, the "Agreement"), covering the sale of two (2) separate parcels of land, as more particularly described therein (unless otherwise defined herein, all defined terms in this Twelfth Amendment will have the same meaning as in the Agreement); and

WHEREAS, Purchaser and Seller have previously agreed that the Closing of Parcel A was extended to occur to on or before January 11, 2007.

NOW, THEREFORE, for good and valuable consideration -- which the parties acknowledge receiving -- Seller and Purchaser hereby agree as follows:

1. The Escrow Deposit of Fifty Thousand Dollars ($50,000) defined in the Tenth Amendment shall be fully and unconditionally refundable to Purchaser until March 15, 2007. Thereafter, the Escrow Deposit is refundable to Purchaser only in the event of default by Seller under the Agreement. The Escrow Deposit shall be fully applicable to the Purchase Price at the Closing of Parcel A.
2. Purchaser agrees to deposit on or before March 15, 2007, Four Hundred Thousand Dollars ($400,000.00) (the "Additional Deposit") in accordance with the Escrow Agreement. The Additional Deposit shall be refundable to Purchaser only in the event of default by Seller under the Agreement. The Additional Deposit shall be fully applicable to the Purchase Price at the Closing of Parcel A.
3. Closing of Parcel A is hereby extended to on or before March 30, 2007.
4. Closing of Parcel B is hereby extended to on or before the later of (i) December 12, 2007 or (ii) thirty (30) days after Purchaser's receipt of written notice from Seller certifying that Seller has completely vacated Parcel B and is no longer occupying any portion thereof, but in no event shall Seller occupy Parcel B beyond the date which is ten (10) months after the Closing of Parcel A provided the Closing of Parcel B occurs.

Except as specifically modified by the terms of this Twelfth Amendment, all of the terms and provisions of the Agreement shall remain in full force and effect and unmodified and are hereby ratified by the parties.

This Agreement may be executed in any number of counterparts, each of which will be an original, and all of which -- when taken together -- will constitute one (1) document. Facsimile signatures will be treated as original signatures for all purposes hereunder.