AGREEMENT OF SALE AGREEMENT made this day of January, 1998, by and between LANCER ASSOCIATES, L.L.C., a New Jersey limited liability company, having an office at 840 N. Lenola Road, Moorestown, New Jersey 08057 (hereinafter called "Seller"), and...

Exhibit 10.171

AGREEMENT OF SALE

AGREEMENT made this day of January, 1998, by and between LANCER
ASSOCIATES, L.L.C., a New Jersey limited liability company, having an office at
000 X. Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter called "Seller"),
and XXXX-XXXX REALTY, L.P., a Delaware limited partnership, having an office at
00 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 (hereinafter called "Purchaser").
W I T N E S S E T H:

FOR AND IN CONSIDERATION of the mutual covenants hereinafter contained:

1. AGREEMENT TO SELL AND PURCHASE.

(a) Seller hereby agrees to sell and convey, and Purchaser hereby
agrees to purchase, subject to the conditions set forth herein, those certain
plots, pieces or parcels of land ("Land"), together with all buildings and
improvements located thereon or to be constructed thereon, and any appurtenances
or hereditaments appertaining thereto ("Improvements"), located in the Township
of Moorestown, County of Burlington, State of New Jersey (hereinafter referred
to as the "Premises"). The Land and Improvements constitute a portion of Xxxx
0, 0, 0 xxx 0, Xxxxx 300 on the current Township's Tax Map, and are more
particularly described on Schedule "A" attached hereto and made a part hereof
and cross-hatched on Schedule "A-1" attached hereto and made a part hereof.

(b) This sale includes, for no additional consideration, all of the
right, title and interest, if any, of Seller in and to the following:

(i) All fixtures, equipment and articles of personal property
necessary or appropriate for the operation or use of the Premises, and any
replacements or substitutions therefor and additions thereto ("Personal
Property"), all trade names and fictitious names used by Seller in connection
with the

Premises ("Names"), and all documents, records and books of account relating to
the construction, ownership, leasing, operation, management, maintenance and/or
financing of the Premises, which are in the possession or control of Seller
("Records"). All of said Personal Property, Names and Records shall be included
in the deed of conveyance, Xxxx of Sale and/or assignments to be delivered at
Closing (as hereinafter defined), as Purchaser may request;

(ii) Any land lying in the bed of any street, or road open or
proposed in front of, adjacent to, or adjoining the Premises, to the center
lines thereof, and any future award, if any, for damages to said Premises by
reason of change of grade of any street and all rights of way appurtenant
thereto ("Appurtenant Property"); and Seller shall execute and deliver to
Purchaser, at Closing or thereafter, on demand, all proper instruments for the
conveyance of such title and for the assignment and collection of any such
award.

The Premises, together with the Personal Property, Names, Records and
Appurtenant Property are referred to herein collectively as the "Property".

2. PURCHASE PRICE.

The purchase price to be paid by Purchaser to Seller is Three Million
Six Hundred Fifty Thousand ($3,650,000.00) Dollars (herein called the "Purchase
Price"), subject to adjustments and prorations described herein. The Purchase
Price shall be payable by immediately available funds in accordance with wiring
instructions of Seller. The Purchase Price shall be payable in full at Closing.

3. DEPOSIT.

(a) Upon the execution and delivery of this Agreement, Purchaser
shall deliver to Escrow Agent (as hereinafter defined in Paragraph 3.(b) hereof)
an irrevocable letter of credit in substantially the form of the letter of
credit annexed hereto as Schedule "C" in the sum of One Hundred Thousand
($100,000.00) Dollars (the "Letter of Credit").

(b) The Letter of Credit shall be deposited with Xxxxxx & Xxxxxxx,
Esqs., attorneys for Seller ("Escrow Agent"), and shall be held by Escrow Agent
in accordance with the provisions of Paragraph 23 hereof, subject to the
following terms:

(i) At Closing, the Letter of Credit shall be delivered to
Purchaser;

(ii) If this Agreement is terminated pursuant to its terms, or if
this transaction otherwise does not close for any reason except for Purchaser's
or Seller's default, the Letter of Credit shall be delivered immediately to
Purchaser without application of Paragraph 23(f), (h) and (I) hereof;

(iii) If this Agreement is terminated due to Purchaser's default,
the Letter of Credit shall be delivered immediately to Seller as liquidated
damages pursuant to Paragraph 18 hereof subject to the terms of Paragraph 23
hereof; and

(iv) If this Agreement is terminated due to Seller's default, the
Letter of Credit shall be delivered to Purchaser, subject to the terms of
Paragraph 23 hereof.

4. CONSTRUCTION OF IMPROVEMENTS.

(a) Attached hereto and made a part hereof as Schedule "B" is a list
of complete architectural drawings and specifications (the "Plans and
Specifications") for the construction of Improvements on the Property. The
Plans and Specifications shall be final and shall not be changed by Seller
without the prior consent of Purchaser.

(b) Seller has advised Purchaser that it has commenced construction
of the Improvements and covenants and agrees that it shall, promptly and with
due diligence continue to construct the Improvements on the Property in
accordance with the Plans and Specifications, including, without limitation,
utility lines, drainage, lighting facilities, grading and paving, landscaping,
approaches, entrances, exits, ramps, sidewalks, roadways, curb cuts, loading
areas, platforms, service roads and all buildings required to be constructed
pursuant to the Plans and

Specifications. The construction work shall be done in a first class, good and
workmanlike manner and in compliance with all applicable laws, orders and
regulations of federal, state, county and municipal authorities having
jurisdiction. Seller, at its sole cost and expense, shall obtain or cause to be
obtained all building permits, licenses, temporary and permanent certificates of
occupancy and other governmental approvals which may be required to permit the
construction of the Improvements in accordance with the Plans and Specifications
and the use or occupancy thereof.

(c) Purchaser may, on reasonable prior notice to Seller, visit the
job site to inspect the progress and performance of the work and the materials
being incorporated into the Improvements.

(d) At least ten (10) days prior to Closing (as hereinafter defined)
but not later than thirty (30) days after Substantial Completion (as hereinafter
defined) of construction of the Improvements on the Property, Seller shall, at
its sole cost, deliver to Purchaser an accurate "as built" survey of the
Improvements certified to Purchaser and its designees by a duly licensed
surveyor including the information set forth on Schedule "E", together with
three (3) sets of "as built" plans of the Improvements, including, without
limitation, architectural and mechanical plans.

(e) Seller shall, at its own expense, maintain or cause to be
maintained in force a policy or policies of insurance written by one or more
responsible insurance carriers acceptably rated by national rating organizations
insuring against liability for bodily injury, death and property damage of any
person or persons in connection with construction work to be performed pursuant
to this Agreement, with minimum limits as set forth below:

(A) Worker's Compensation: Statutory Limits.

(B) Employer's Liability: $100,000.00.

(1) Bodily injury, death and property damage having a
combined single limit of liability of not less
than Two Million ($2,000,000.00) Dollars;

(2) Owner's Protective Liability: $1,000,000.00 per
occurrence;

(3) Products Completed Operations Coverage: (to be
kept in effect for two (2) years after
completion);

(4) "XCU" Hazard Endorsement, if applicable;

(5) "Broad Form" Property Damage Endorsement;

(6) "Personal Injury" Endorsement;

(7) Contractual Liability Endorsement.
Such policy or policies shall provide, among other things, that the insurer(s)
specifically recognize and insure the obligations undertaken by Seller pursuant
to this Agreement and shall name Purchaser as an additional insured. Seller
shall deliver a certificate of insurance evidencing the existence in force of
such policy or policies of insurance. Such certificate shall provide that such
insurance will not be canceled or materially amended unless twenty (20) days
prior written notice is given to Purchaser.

(f) Seller covenants and agrees, at its sole cost and expense, to
promptly make, or cause to be made, all repairs and replacements to the
applicable work arising from defective labor and/or materials during the period
commencing on final completion of such Improvements and terminating on the date
which is one (1) year therefrom.

(g) Seller shall give Purchaser at least sixty (60) days prior notice
of the date of Substantial Completion (the "Substantial Completion Notice").

5. TITLE.

(a) Seller shall convey title to the Property and Purchaser shall
accept Marketable Title (as hereinafter defined), subject only to the
encumbrances set forth on Schedule "D" ("Permitted Encumbrances"). Marketable
Title shall mean that fee title to the Property is vested in Seller and shall be
insured as such by a title company selected by Purchaser (herein referred to as
the "Title Company") at standard rates; and that Purchaser shall not incur any
damage, cost or expense resulting from any encroachment or overlap affecting the
Property. Title Company shall certify that Seller has the right, authority and
power to enter into and to perform its obligations hereunder. The legal
description in the Binder (as hereinafter defined) and in the Deed (as
hereinafter defined) shall be in accordance with a current survey showing the
completed Improvements satisfactory to Title Company and Purchaser.

(b) Purchaser has received a title insurance binder (herein referred
to as the "Binder"), a copy of which has been delivered to Seller. Prior to the
expiration of the Due Diligence Period (as hereinafter defined), Purchaser shall
deliver to Seller's attorney notice of any objections to title which are not
Permitted Encumbrances. After the execution hereof, no further liens,
encumbrances, easements or restrictions shall be created or filed ("Subsequent
Encumbrances") on or with respect to the Property. The Binder, at the request
of Purchaser, shall contain the following endorsements so that at Closing, Title
Company will issue an Owner's Policy of Title Insurance (American Land Title
Association Owner's Policy - 1992, or equivalent, in Purchaser's sole judgment),
in the full amount of the Purchase Price (the "Title Policy"):

(i) a zoning endorsement certifying that the Property is not
subject to any ordinance, regulation or restriction which in any way would
prohibit or restrict the construction, maintenance and/or use of the insured
Property for its present use;

(ii) an endorsement insuring contiguity between or among all of
the tracts or parcels of land comprising the Property;

(iii)an endorsement deleting any coverage exclusions with respect
to creditor's rights; and

(iv) an endorsement affirmatively insuring access to public
streets, highway and roadways.

If the Binder discloses any exceptions, liens, encumbrances, defects or
objections other than the Permitted Encumbrances or if, after execution hereof,
a Subsequent Encumbrance shall be placed against the Property or if the Title
Company is unable to issue the endorsements (herein collectively called the
"Title Defect(s)"), then Purchaser shall have the right to: (i) require Seller
to use best efforts to cure any such Title Defects (except that Seller shall be
obligated to cure any Title Defects which can be removed solely by the payment
of a sum of money); (ii) attempt to cure any such Title Defect; (iii) accept
such title as Seller shall be able to convey and proceed to Closing without
reduction in the Purchase Price; (iv) cause a title report and title insurance
policy to be issued by another title company without such Title Defect; (v)
elect not to purchase the Property and declare this Agreement null and void,
whereupon Purchaser shall be entitled to the return of the Letter of Credit;
provided, however, if Seller gives notice to Purchaser within five (5) days
after Purchaser's election under this subparagraph (v), that Seller intends to
cure such Title Defects and thereafter cures such Title Defects in accordance
with the terms of this Agreement within thirty (30) days after receipt of notice
from Purchaser of its election under this subparagraph (v), then Purchaser's
notice of termination shall be deemed negated and the transaction contemplated
by this Agreement shall proceed pursuant to the terms of this Agreement. The
right of Purchaser to terminate this Agreement may be exercised following the
exercise of its other rights hereunder.

may use any portion of the Purchase Price to satisfy same, provided Seller, at
Closing, either shall: (1) deliver to Purchaser instruments in recordable form
sufficient to satisfy such liens or encumbrances of record, together with the
cost of recording or filing said instruments; or (2) deposit with Title Company
sufficient monies acceptable to Title Company to insure obtaining and recording
of such satisfactions and the issuance of a Title Policy for the Property to
Purchaser free and clear of any such liens or encumbrances, but only to the
extent that such liens or encumbrances are in favor of and held by institutional
lenders. The existence of any such liens or encumbrances shall not be deemed
objections or exceptions to title if Seller shall comply with the foregoing
requirements.

(d) If a search of title discloses judgments, bankruptcies or other
returns against other persons or entities having names the same as or similar to
that of Seller or any predecessor in title, Seller, on request, shall deliver to
Title Company, an affidavit showing that such judgments, bankruptcies or other
returns are not against Seller or such predecessors in interest of Seller.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS.

(a) Seller acknowledges that all representations and warranties set
forth in this Agreement presently are true and accurate and shall remain true
and accurate as of the Closing Date, it being acknowledged that Purchaser is
relying on all of said representations and warranties, and that each of the
representations and warranties set forth in this Agreement is of the essence
hereof, notwithstanding any investigation, review, examination or other acts or
conduct of Purchaser, its agents or representatives relating to or in connection
with, any representation or warranty contained in this Agreement. In addition
to any other representations, warranties and/or covenants contained in this
Agreement, Seller makes the following additional representations, warranties
and/or covenants:

(A) Seller has delivered to Purchaser true, correct and complete
copies of any applicable certificate of incorporation, certificate of formation,
certificate of limited partnership, trade name certificate, Shareholders'
Agreement, Operating Agreement, Limited Partnership Agreement, Partnership
Agreement, Trust Agreement, By-Laws and all other governing documents of Seller
and each participant of Seller (referred to herein singularly and collectively
as "Organizational Document(s)");

(B) Seller is duly organized, validly existing and in good
standing in its state of formation and is in good standing in New Jersey, has
the right and authority to execute this Agreement and to consummate this
transaction in accordance with the provisions hereof and all persons executing
this Agreement and all other applicable documents on behalf of Seller have the
right, power and authority to do so. Seller shall provide Purchaser true copies
of its authority and appropriate resolutions ("Seller Resolutions") ratifying
Seller's entering into this Agreement, and authorizing Seller's sale of the
Property to Purchaser in accordance with the terms of this Agreement;

(C) Seller owns and shall convey to Purchaser the Premises and
the fixtures, Personal Property, Names and Records, free and clear of all liens
and encumbrances, except for the Permitted Encumbrances;

(D) Seller has no knowledge of and has not received any
notice(s) of, any violations of law, code, ordinances, rule, regulation or
requirements noted in or issued by any governmental department having authority
with respect to the Property, except as otherwise provided herein. Seller shall
deliver to Purchaser true copies of any such notice(s) received after the date
hereof, forthwith on receipt thereof, and each such notice shall be complied
with by Seller, at its sole cost and expense, prior to Closing, or as otherwise
agreed upon between the parties;

(E) Schedule "F" annexed hereto and made a part hereof contains
a complete and accurate statement of all tenants who have entered Leases,
whether or not they are occupying space at the Property as of the date of this
Agreement ("Tenant(s)"), each of whom has entered into and/or will be in
occupancy pursuant to a written lease agreement (referred to herein collectively
as "Leases" and individually as a "Lease"). Schedule "F" contains: (i) the
complete and accurate name of each Tenant; (ii) the commencement date of each
Lease or the basis for determining same; (iii) the termination date of each
Lease or the basis for determining same; (iv) the renewal, extension or other
rights or options, if any, for existing, additional and/or other space granted
by each Lease, and whether said rights or options have been exercised; (v) the
initial base rent being paid or to be paid by each Tenant; (vi) the initial
additional rent being paid or to be paid by each Tenant (itemized); (vii) the
date the last base and additional rent were paid by each Tenant, if any, and the
period covered by said payment; (viii) the amount of the security deposit being
held or to be held by Seller, if any, for each Tenant and the amount of interest
accrued thereon, if interest is required to be paid to any Tenant; (ix) any
future concession, rebate, allowance, free rent period or other considerations;
(x) any right of each Tenant to purchase or acquire an ownership interest in all
or any portion of the Property; and (xi) any breach or default by landlord or
Tenant in accordance with the provisions of subparagraph (G) below. There are
no tenants, licensees, concessionaires or other occupants or persons with the
right of occupancy of any portion of the Property except for Tenants set forth
on Schedule "F". At the Closing, Seller will assign to Purchaser, and Purchaser
will assume from Seller, all of Seller's interest in the Leases and the security
deposits, by execution and delivery of the assignment and assumption of leases
("Assignment and Assumption of Leases") in the form annexed hereto and made a
part hereof as Schedule "G". At the Closing, the parties agree to execute
letters notifying all Tenants of the

sale of the Property to Purchaser ("Tenant Notice") in the form annexed hereto
and made a part hereof as Schedule "H";

(F) True and complete copies of the Leases and all amendments or
modifications thereto have been given to Purchaser for each Tenant listed on
Schedule "F". There are no amendments or modifications to the Leases which have
not been provided to Purchaser;

(G) The Leases are in full force and effect. Neither Seller
nor, except as set forth on Schedule "F", any Tenant is in breach or default of
its Lease obligations, and to the best of Seller's knowledge, nothing has
occurred which, with the passage of time and/or with the giving of notice, might
result in Seller or any Tenant being in breach or default of its Lease
obligations;

(H) At the time of Closing, all obligations of Seller pursuant
to the Leases with respect to performance of work or installation of equipment
in all respects shall have been completed, subject to the terms of this
Agreement;

(I) No Tenant is entitled to receive or has been offered or
given any free rent, rent concessions, rebates, allowances or other
considerations which would be effective for any period after the date of this
Agreement, except as set forth in the Leases listed on Schedule "F," and no
Tenant has made a claim for any of the foregoing, except as otherwise herein
provided;

(J) To the best of Seller's knowledge, there are no claims,
offsets or charges asserted by any Tenant against rent, security deposit or any
other payment to be made by such Tenant;

(K) No person or entity, other than the aforesaid Tenants, has
or shall have any right to use, utilize or occupy the Property or any part
thereof, either as a tenant or otherwise;

(L) Seller shall obtain and deliver to Purchaser, on or before
the Closing, a duly executed estoppel certificate ("Estoppel Certificate") in
the form annexed hereto as Schedule

"I" dated not more than fifteen (15) days prior to Closing, from each Tenant;

(M) From and after the date of this Agreement, without
Purchaser's prior consent, Seller shall not: (i) accept prepayment of rent more
than one month in advance from any Tenant; (ii) grant any free rent, rent
concession, rebate, allowance or other consideration; (iii) modify or amend any
Leases; (iv) accept the surrender of any Leases; or (v) enter into any new
leases or other occupancy, license or concession arrangements with Tenants or
any other person or entity for the use of any portion of the Property;

(N) Except as otherwise provided herein in Schedule "J" annexed
hereto, there are no brokerage commissions or other fees due in connection with
the rental of any space at the Property, there will be no obligation for such
commissions or fees due at the Closing, and there will be no obligations for
such commissions or fees due after the Closing, including, without limitation,
any obligation to pay commissions or fees in connection with the renewal or
extension of the term of any Leases. All brokerage commissions in connection
with the leasing of any space in the Property, whether due prior to Closing or
thereafter, on account of the continued occupancy by any Tenant for the lease
term in effect at Closing, shall be paid by Seller at Closing or allowed as a
credit against the Purchase Price by Seller at Closing (in which event Purchaser
shall pay such commissions in accordance with the provisions of the applicable
brokerage agreements). All brokerage commissions in connection with the leasing
of any space in the Property on account of any unexercised renewal, extension or
taking of other space at the time of Closing shall be paid by Purchaser. Each
party shall indemnify, defend and hold the other harmless from and against any
and all costs and liabilities incurred by such party as a result of the falsity
of the aforesaid representation or the breach of the aforesaid obligation;

(O) At Closing, Seller shall deliver to Purchaser an assignment
(to the extent lawfully assignable) of all of its

right, title and interest in: (i) any existing Certificate of the Board of Fire
Underwriters covering the Property; (ii) any permits or licenses it may have
pertaining to the Property; (iii) all available site and building plans and
specifications relating to the Property; and (iv) all available Certificates of
Occupancy;

(P) All existing guarantees and warranties which Seller has
received or will receive from contractors, subcontractors, manufacturers,
materialmen, distributors, sellers or others, regarding all or any portion of
the Property are set forth on Schedule "L" attached hereto and made a part
hereof (together with any additional guarantees and warranties relating to the
Property received after the date hereof, being collectively referred to herein
as "Guarantees"). At Closing, Seller shall assign to Purchaser (to the extent
the Guarantees are assignable) all of its right, title and interest in and to
all Guarantees;

(Q) All service, maintenance, vending, concession, license,
agency or other agreements affecting the Property or the operation thereof
("Contract(s)") will be in force at the Closing and a true and complete list of
all Contracts are set forth on Schedule "M" annexed hereto and made a part
hereof. True copies of all Contracts have been delivered to Purchaser or shall
be delivered to Purchaser within ten (10) days of the date hereof. Any or all
such Contracts, upon Purchaser's request, shall be assigned by Seller to
Purchaser at Closing and all Contracts are cancelable on not more than thirty
(30) days' notice. On request of Purchaser, Seller shall cancel any or all of
such Contracts as of the Closing Date. Between the date hereof and the Closing,
Seller shall not renew, extend, modify or terminate any of said Contracts or
enter into any other contract and/or agreement affecting the Property or the
operation thereof without the consent of Purchaser in each instance first being
obtained. No party to any Contract is in breach or default thereunder, and to
Seller's knowledge, nothing has occurred which

with the passage of time and/or with the giving of notice could constitute a
breach or default thereunder;

(R) At the time of Closing there shall not be any, employment,
collective bargaining or union agreements affecting the Property or the
operation thereof or any deferred income or retirement plans in effect;

(S) There are no actions, suits, labor disputes, litigation or
proceedings ("Action(s)") pending or, to the knowledge of Seller, threatened
against or affecting Seller or the Property, the environmental condition thereof
or the operation thereof at law or in equity or before any federal, state,
municipal or governmental department, commission, board, bureau, agency or
instrumentality, nor does Seller have knowledge of any basis for any such
Action, which, if determined adversely to Seller, in any way would affect the
Property or the operation thereof other than as set forth on Schedule "N"
annexed hereto and made a part hereof. None of the Actions listed on Schedule
"N" nor any subsequent Actions will be settled, either prior to or after
Closing, without Purchaser's consent, nor will Seller take any material actions
in connection therewith without first notifying Purchaser;

(T) Seller has not, nor prior to Closing shall: make a general
assignment for the benefit of creditors; file a voluntary petition in
bankruptcy; be by any court adjudicated a bankrupt; take the benefit of any
insolvency act; be dissolved or liquidated, voluntarily or involuntarily; or
have a receiver or trustee appointed in any proceedings;

(U) Seller has no knowledge and has received no notice of any
application for any zoning change or pending zoning ordinance or amendment,
which would affect the Property;

(V) The execution, delivery and performance of this Agreement in
accordance with its terms does not violate any contract, agreement, commitment,
order, judgment, decree, law, regulation or ordinance to which Seller is a party
or by which Seller is bound or as to which any of its assets is subject;

(W) Seller has not entered into any commitment or any agreement
or understanding with any municipality, county, state or federal government
agency or authority which would require the installation of any improvements or
the incurring of any cost or expense affecting the Property or otherwise;

(X) Seller presently maintains and shall continue to maintain
until Closing policies of insurance in accordance with Schedule "O" attached
hereto and made a part hereof;

(Y) Seller has no knowledge of any Federal, State or local plans
to change the highway or road system in the vicinity of the Property or to
restrict or change access from any such highway or road to the Property or of
any pending or threatened condemnation of the Property or any part thereof or of
any plans for improvements which might result in a special assessment against
the Property;

(Z) At Closing, no services, material or work have been supplied
by Seller's contractors, subcontractors or materialmen with respect to the
Property for which payment has not been made in full. If, subsequent to the
Closing Date, any mechanic's or other lien, charge or order for the payment of
money shall be filed against the Property or against Purchaser or Purchaser's
assigns, based upon any act or omission, or alleged act or omission before or
after the Closing Date, of Seller, its agents, servants or employees, or any
contractor, subcontractor or materialmen connected with the construction and
completion by Seller of improvements at the Property, or repairs made to the
Property by or on behalf of Seller (whether or not such lien, charge or order
shall be valid or enforceable as such), within ten (10) days after notice to
Seller of the filing thereof, Seller shall take such action, by bonding,
deposit, payment or otherwise, as will remove or satisfy such lien of record
against the Property;

(AA) Seller has provided Purchaser with all reports and documents
set forth on Schedule "P", which are all of the Environmental Documents (as
defined in Paragraph 14.(e)(iv) hereof) in its possession or under its control
related to the

physical condition of the Property. In addition, Seller has provided Purchaser
with all books and records necessary for Purchaser to conduct its due diligence
of the Property;

(BB) Seller has no knowledge of any notices, suits,
investigations or judgments relating to any violations of any laws, ordinances
or regulations affecting the Property, (including, without limitation,
Environmental Laws [as defined in Paragraph 14.(e)(v) hereof]), or any
violations or conditions that may give rise thereto, and has no reason to
believe that any "Governmental Authority" (as defined in Paragraph 14.(e)(vi)
hereof) contemplates the issuance thereof, and there are no outstanding orders,
judgments, injunctions, decrees, directives or writ of any Governmental
Authority against or involving Seller or the Property; and

(CC) Except as disclosed on Schedule "Q" attached hereto and made
a part hereof:

(1) to the best of Seller's knowledge, there are no
Contaminants (as defined in Paragraph 14.(e)(i) hereof) on, under, at, emanating
from or affecting the Property, except those in compliance with all applicable
Environmental Laws;

(2) Seller has not, nor to Seller's knowledge, has any
current occupant and any prior owner or occupant, of the Property received any
Notice (as defined in Paragraph 14.(e)(ix) hereof) or advice from any
Governmental Authority or any other third party with respect to Contaminants on,
under, at, emanating from or affecting the Property and, to Seller's knowledge,
no Contaminants have been Discharged (as defined in Paragraph 14.(e)(ii) hereof)
which would allow a Governmental Authority to demand that a cleanup be
undertaken;

(3) no portion of the Property has ever been used by Seller
or, to Seller's knowledge, any former owner or current or former occupant to
generate, manufacture, refine, produce, treat, store, handle, dispose of,
transfer or process Contaminants, whether or not any of those parties has
received Notice or advice from any Governmental Authority or any other

third party with respect thereto in violation of Environmental Laws;

(4) no portion of the Property now is or, to Seller's
knowledge, ever has been used as a Major Facility (as defined in Paragraph
14.(e)(vii) hereof) and Seller shall not use, nor permit use of any portion of
the Property for that purpose;

(5) Seller has not transported any Contaminants, nor to
Seller's knowledge has any current or former occupant or former owner
transported Contaminants from the Property to another location which was not
done in compliance with all applicable Environmental Laws;

(6) no Section 104(e) informational request has been
received by Seller issued pursuant to CERCLA (as defined in Paragraph 14.(e)(i)
hereof);

(7) to the best of Seller's knowledge, there is no asbestos
or asbestos containing material in any friable state or otherwise in violation
of Environmental Laws on the Property;

(8) to the best of Seller's knowledge, all transformers and
capacitators containing polychlorinated biphenyls ("PCBs"), and all "PCB Items",
as defined in 40 C.F.R. Section 761.3, located on or affecting the Property are
identified in Schedule "S" and are in compliance with all Environmental Laws;

(9) to the best of Seller's knowledge, there are no above
ground storage tanks or Underground Storage Tanks (as defined in Paragraph
14.(e)(xi) hereof) at the Property, regardless of whether such tanks are
regulated tanks or not;

(10) to the best of Seller's knowledge, all pre-existing
above ground storage tanks and Underground Storage Tanks at the Property have
been removed and their contents disposed of in accordance with and pursuant to
Environmental Laws;

(11) to the best of Seller's knowledge, the Property has not
been used as a sanitary landfill facility as

defined in the Solid Waste Management Act, N.J.S.A. 13:1E-1 ET SEQ.;

(12) Seller and, to the best of Seller's knowledge, each
occupant of the Property have all environmental certificates, licenses and
permits ("Permit") required to operate the Property and there is no violation of
any statute, ordinance, rule, regulation, order, code, directive, or
requirement, including, without limitation, Environmental Laws, with respect to
any Permit, nor any pending application for any Permit;

(13) to the best of Seller's knowledge, the Property is not
subject to any wetlands regulations, administered by the United States of
America, Army Corps of Engineers, the Environmental Protection Agency or NJDEP
(as defined in Paragraph 14.(e)(viii) hereof);

(14) there are no federal or state liens as referred to
under CERCLA or the Spill Act (as defined in Paragraph 14.(e)(i) hereof) that
have attached to the Property;

(15) Seller in the past has not and does not now own,
operate or control any Major Facility;

(16) Seller has not nor to the best of Seller's knowledge
has Seller permitted any occupant to engage in any activity on the Property in
violation of Environmental Laws;

(17) the Property is in material compliance with
Environmental Laws; and

(18) to the best of Seller's knowledge, there are no
engineering or institutional controls at the Property, including without
limitation, any deed notice, declaration of environmental restriction,
groundwater classification exception area or well restriction area pursuant to
N.J.S.A. Section 13:1E-56 or N.J.S.A. 58:10B-13.

(b) Purchaser hereby represents, warrants and covenants the
following:

(A) Purchaser is a limited partnership of the State of Delaware,
in good standing, has the right and authority to execute this Agreement and to
consummate this transaction in accordance with the provisions hereof and all
persons executing

this Agreement and all other applicable documents on behalf of Purchaser, have
the right, power and authority to do so;

(B) The execution, delivery and performance of this Agreement in
accordance with its terms does not violate any contract, agreement, commitment,
order, judgment, decree, law, regulation or ordinance to which Purchaser is a
party or by which it is bound or as to which any of its assets is subject; and

(C) Purchaser shall provide Seller true copies of authorization
("Purchaser's Authorization") authorizing or ratifying Purchaser's entering into
this Agreement and authorizing Purchaser's purchase of the Property from Seller
in accordance with the terms of this Agreement.

(c) In the event that either party knows or learns that any of the
representations contained in this Agreement are false or no longer are true and
accurate, such party forthwith shall deliver notice of such fact to the other
party, and the other party shall proceed diligently to cure or remedy such
misrepresentations. In the event that such misrepresentations cannot or shall
not be cured within thirty (30) days following delivery of notice thereof, then
the notifying party shall have the right either (i) to elect, nevertheless, to
close title to the Property in accordance with the provisions of this Agreement,
or (ii) to declare this Agreement null and void, by notice delivered to the
non-curing party. The termination of this Agreement pursuant to this Paragraph
6 shall not release the misrepresenting party from any liability it may
otherwise have to the other party by reason thereof.

(d) Whenever in this Paragraph 6, a representation and/or warranty is
made to the knowledge of Seller, knowledge of Seller shall mean the actual
knowledge of Xxxxxxx X. Xxxxx, Xx. and/or Xxxx X. XxXxxxxx, without any
independent investigation other than reviewing the applicable representation
and/or warranty.

(e) The representations and warranties made by Seller in Paragraphs
6(C), (E), (F), (H), (K), (N), (V), (W), (AA), (AB) and (AC) shall survive the
Closing for the applicable statute of

limitations. The representations and warranties made by Seller in Paragraphs
6(A), (B), (D), (G), (I), (J), (L), (M), (O), (P), (Q), (R), (S), (T), (U), (X),
(Y) and (Z) shall survive the Closing for a period of one (1) year; provided,
however, that no claims for indemnification under Paragraphs 6(A), (B), (D),
(G), (I), (J), (L), (M), (O), (P), (Q), (R), (S), (X), (Y), and (Z), with
respect to a breach of any representation or warranty referred to above in this
sentence may be maintained by Purchaser unless Purchaser shall have delivered
notice to Seller specifying the nature of such claim, which notice shall be
delivered on or before the date which is one (1) year after the Closing Date
(the "Survival Date"). Upon the giving of such notice as aforesaid, Purchaser
shall have the right to commence legal proceedings prior or subsequent to the
Survival Date for the enforcement of its rights under this Agreement. The
representations and warranties made by Purchaser in Paragraph 6 shall not
survive the Closing.

7. LEASES AND TENANCIES.

(a) If any claim is made against Purchaser by any Tenant asserting an
offset against rent or otherwise, including any rent over-charges or failure in
construction or to provide services, with respect to any matter which arose
prior to Closing, Seller shall indemnify and hold Purchaser harmless for all
losses, damages and expenses (including, without limitation, reasonable
attorneys' fees and costs) incurred by Purchaser in connection thereof. After
Purchaser shall receive notice of a claim that may give rise to an indemnity
hereunder, Purchaser shall notify Seller; provided, however, the failure to give
any notice shall not relieve Seller from any liability hereunder unless such
failure impairs the right to defend such action. In the event any claim is
brought against Purchaser with respect to which Seller may have liability under
the indemnity agreement contained in this Paragraph 7.(a), the claim may, upon
written agreement of Seller that it is obligated to indemnify against the
particular claim under the indemnity agreement contained herein, be settled by
Seller with the prior written consent of Purchaser, which shall not be
unreasonably withheld.

(b) Purchaser shall assume the Leases following the Closing and shall
indemnify and hold Seller harmless for all losses, damages and expenses
(including, without limitation, reasonable attorneys' fees and costs) incurred
by Seller arising from any claim by a Tenant in respect to any obligation to
Tenant assumed by Purchaser or any advance rental credited to Purchaser. After
Seller shall receive notice of a claim that may give rise to an indemnity
hereunder, Seller shall notify Purchaser; provided, however, the failure to give
any notice shall not relieve Purchaser from any liability hereunder unless such
failure impairs the right to defend such action. In the event any claim is
brought against Seller with respect to which Purchaser may have liability under
the indemnity agreement contained in this Paragraph 7.(b), the claim may, upon
written agreement of Purchaser that it is obligated to indemnify against

the particular claim under the indemnity contained herein, be settled by
Purchaser with the prior written consent of Seller, which shall not be
unreasonably withheld.

(c) Seller agrees not to apply or return any security deposit in
whole or in part. At the Closing, Seller shall turn over to Purchaser all
Tenant security deposits plus any interest earned thereon for the benefit of
Tenant together with an updated Schedule "F". Seller shall indemnify Purchaser
for any claims made, suits commenced or judgments entered in connection with the
security deposits for the period through the Closing Date and Purchaser shall
indemnify Seller for any claims made, suits commenced or judgments entered into
in connection with all security deposits for the period subsequent to the
Closing Date.

8. CLOSING.

(a) Closing shall occur at 10:00 a.m. at the offices of Cole, Schotz,
Meisel, Xxxxxx & Xxxxxxx, P.A., Court Plaza North, 00 Xxxx Xxxxxx, Xxxxxxxxxx,
Xxx Xxxxxx, xx the date which is fifteen (15) days after satisfaction or waiver
of all conditions and contingencies set forth herein, or at such other date,
time and/or place as the parties may agree upon; provided, however, that if such
date shall be a Saturday, Sunday or legal holiday, then Closing shall take place
on the first business date thereafter (herein referred to as the "Closing" and
the "Closing Date" respectively).

(b) At Closing, the following shall be executed and/or delivered:

(i) By Seller:

(A) The Deed [as hereinafter described in subparagraph
(c)];

(B) Seller's certification that the representations and
warranties set forth in this Agreement are true and accurate as of the Closing;

(C) Seller's affidavit of title, the form and substance of
which shall be subject to the reasonable approval of Title Company and
Purchaser's attorneys;

(D) Seller's Resolutions;

(E) Xxxx of Sale and/or assignments if so requested by
Purchaser;

(F) The Assignment and Assumption of Leases together with
schedules of security deposits paid by Tenants and any applications thereof made
by Seller. At Closing, Seller shall pay to Purchaser by separate certified
check or allow as a credit against the Purchase Price, the aggregate amount of
all security deposits held under Leases;

(G) The original Leases and all amendments, modifications
and guarantees thereto, and all brokerage commission agreements;

(H) The Tenant Notice(s) to Tenants;

(I) The Estoppel Certificates;

(J) Certification of non-foreign status in accordance with
Internal Revenue Code Section 1445, as amended;

(K) Keys to all doors to, and equipment and utility rooms
located in the Property, which keys shall be properly tagged for identification;

(L) An endorsement to all transferable insurance
policies,if any, approved by Purchaser, naming Purchaser as the party insured,
together with the original of each such policy;

(M) As-built plans and specifications in accordance with
the provisions of Paragraph 4 and permanent certificates of occupancy for each
building and improvement comprising a part of the Property;

(N) All original licenses and permits pertaining to the
Property and required for the use or occupancy thereof together with a duly
executed assignment thereof to Purchaser;

(O) True and complete Records;

(P) All Guarantees and Contracts, together with a duly
executed assignment thereof to Purchaser;

(Q) ISRA Approval (as hereinafter defined in Paragraph
14.(a) hereof);

(R) Mutually satisfactory closing statement;

(S) The Guaranty in the form of Schedule "R" annexed hereto
and made a part hereof;

(T) Such other items to be provided to Purchaser pursuant
to this Agreement; and

(U) Such other instruments as reasonably may be required by
Purchaser's counsel or the Title Company to effectuate this transaction.

(ii) By Purchaser:

(A) The Purchase Price;

(B) The Assignment and Assumption of Leases;

(D) Mutually satisfactory closing statement;

(E) Such other items to be provided to Seller pursuant to
this Agreement; and

(F) Such other instruments as reasonably may be required by
Seller's counsel to effectuate this transaction.

(c) The deed ("Deed") to be delivered at Closing shall be a Bargain
and Sale Deed with covenants against grantors' acts, in proper form for
recording so as to convey to Purchaser good, marketable and insurable fee simple
title to the Property in accordance herewith.

(d) The words "Closing", "title closing", "Closing of title",
"delivery of deed" and words of similar import are used interchangeably in this
Agreement, as the sense of text indicates, to mean the event of consummation of
this sale in accordance with the terms of this Agreement.

9. CLOSING ADJUSTMENTS.

(a) The following are to be apportioned as of the Closing Date:

(i) real property taxes;

(ii) water rates and charges;

(iii) sewer taxes and rents;

(iv) all base rent payments;

(v) common area and other additional rent charges, if any;

(vi) fuel oil on hand, determined at Seller's cost;

(vii) insurance premiums on transferable policies, if any,
approved by Purchaser; and
(viii) annual license, permit and inspection fees, if any,
provided that Seller's rights thereunder (or with respect thereto) are
transferable to Purchaser.

(b) (i) Apportionment of real property taxes, water rates and
charges and sewer taxes and rents shall be made on the basis of the fiscal year
for which assessed solely to the extent actually received by Seller from Tenants
or actually paid or payable by Seller. If the Closing Date shall occur before
any or all of the foregoing are fixed, the apportionment of real property taxes
shall be made on the basis of the tax rate for the preceding year applied to the
latest assessed valuation. After the final real property taxes, water rates and
charges and sewer taxes and rents are fixed, Seller and Purchaser shall make a
recalculation of the apportionment of same, and Seller or Purchaser, as the case
may be, shall make an appropriate payment to the other based on such
recalculation.

(ii) If at the time for the delivery of the Deed, the Premises
shall be or shall have been affected by an assessment or assessments (including
special and/or added) which are or may become payable in annual installments of
which the first installment is then due or has been paid, then for the purposes
of this Agreement all the unpaid installments of any such assessment, including
those which are to become due and payable after the delivery of the Deed for the
Premises, shall be deemed to be due and payable and to be liens upon such
Premises affected thereby and shall be paid and discharged by Seller upon the
delivery of the Deed for the Premises. If any assessment with respect to the
Premises is unconfirmed at the time of Closing, or if subsequent to Closing any
assessment, including special or added, is determined to be incorrect, then,

immediately after the amount of the assessment has been established, or the
confirmed assessment corrected as a result of a prior error, Seller shall make
an appropriate payment to Purchaser within ten (10) days of the tax assessor's
calculation of the assessment. Notwithstanding the foregoing, if the tenant(s)
of the Premises are obligated under a written lease for the payment of the
entire assessment (confirmed and/or unconfirmed), then with respect to such
assessment Purchaser shall seek payment from the Tenant(s), and any assessment
not otherwise the obligation of the Tenant(s) shall be the obligation of Seller.
Seller shall indemnify and hold Purchaser harmless from and against all costs
and expenses, including reasonable attorneys fees, incurred by Purchaser in
connection with Seller's failure to perform Seller's obligation under this
Paragraph 9(b)(ii).

(c) If there shall be any water meters on the Property (other than
meters measuring water consumption costs which are the obligation of Tenants to
pay), Seller shall furnish readings to a date not more than ten (10) days prior
to the Closing Date, and the unfixed water rates and charges and sewer taxes and
rents, if any, based thereon for the intervening time, shall be apportioned on
the basis of such last readings.

(d) The amount of unpaid taxes, assessments, water charges and sewer
rents which Seller is obligated to pay and discharge, with interest and
penalties thereon to the fifth (5th) day after the Closing Date, at the option
of Seller, may be allowed to Purchaser out of the Purchase Price, provided that
official bills therefor with interest and penalties thereon are furnished by
Seller at the Closing.

(e) If any refund of real property taxes, water rates and charges or
sewer taxes and rents is made after the Closing Date for a period prior to the
Closing Date, the same shall be applied first to the costs incurred in obtaining
same and second to the refunds due to Tenants by reason of the provisions of
their respective Leases. The balance, if any, of such refund shall be paid to
Seller (for the period prior to the Closing

Date) and Purchaser (for the period commencing with the Closing Date).

(f) To the extent that Seller receives rent payments after the
Closing Date for any period from and after the Closing Date, the same shall be
held in trust and immediately paid to Purchaser.

(g) All rent payments received by Seller or Purchaser after Closing
shall be applied firstly against out-of-pocket costs of collection, then to
rents due and owing by such Tenant for the periods from and after Closing and
thereafter against rents due and owing prior to Closing in inverse order of due
date.

(h) All realty transfer fees and charges (other than recording fees
for the Deed) shall be paid by Seller at Closing.

10. RISK OF LOSS.

(a) Seller assumes the risk of loss or damage to the Property beyond
ordinary wear and tear until delivery of the Deed to Purchaser and shall notify
Purchaser forthwith upon the occurrence of any such casualty ("Casualty
Notice"). In the event of any casualty in which the Casualty Threshold (as
hereinafter defined) is not established, or in the event of a casualty in which
the Casualty Threshold is established and if Purchaser elects to complete the
purchase of the Property hereunder, Seller shall restore and repair the damaged
Property to its condition immediately preceding such casualty and in accordance
with its obligations pursuant to Leases, and without a change in the Purchase
Price.

(b) If, prior to the Closing Date, the Property shall be damaged by
fire or other casualty and the estimated cost of repair and/or restoration shall
exceed twenty-five (25%) percent of the Purchase Price or reasonably shall be
estimated to require more than one hundred eighty (180) days to repair or
restore (collectively, "Casualty Threshold"), Purchaser may, by notice to
Seller, elect to terminate this Agreement. If this Agreement is so terminated,
the Letter of Credit forthwith shall be returned

to Purchaser. Purchaser shall notify Seller of its decision within sixty (60)
days of receipt of the Casualty Notice, which shall include the amount of
insurance coverage, the amount of insurance received, if any, the reasonably
estimated cost of repairs and the reasonably estimated time in which to complete
said repairs, and the Closing shall be postponed accordingly.

(c) Notwithstanding the foregoing, any proceeds of loss of rent
insurance for a casualty occurring prior to the Closing Date, whether received
prior to or following the Closing, shall be apportioned as of the Closing Date.

11. CONDEMNATION. In the event that, prior to Closing, all or any portion
of the Property shall be condemned or taken as the result of the exercise of the
power of eminent domain, or by deed in lieu thereof (collectively, a "Taking"),
or if such proceedings shall have commenced or shall be threatened, Seller
promptly shall notify Purchaser ("Taking Notice"). Purchaser, in its sole
judgment, shall notify Seller within sixty (60) days following receipt of the
Taking Notice, that: (1) the remaining portion of the Property is not suitable
or economically viable for its intended use of the Property, in which event
Purchaser may terminate this Agreement; or (2) the remaining portion of the
Property is suitable and economically viable for its intended use, in which
event Closing shall proceed and Purchaser and Seller shall have the right to
participate jointly in the condemnation proceedings and the proceeds thereof
shall belong to Seller, but Purchaser shall be entitled to a credit against the
Purchase Price in an amount equal to said proceeds, unless such condemnation
proceedings shall be pending on the Closing Date, in which event there shall not
be any credit and at Closing, Seller shall assign all its right, title and
interest in and to said proceedings and award to Purchaser.

12. APPROVALS FOR TRANSFER. In the event that any Governmental Authority
shall have an ordinance, law, rule, regulation or other requirement requiring a
new Certificate of Occupancy or other governmental authorization to be issued in

connection with the transfer of title to the Property, or in the event that on
the Closing Date there is any such requirement, then and in any of such events,
Seller shall use its best efforts, at its sole cost and expense, to obtain and
deliver to Purchaser, the Certificate of Occupancy or other governmental
authorization.

13. DUE DILIGENCE PERIOD.

(a) Through the period ending on the date which is forty-five (45)
days from the date of this Agreement (the "Due Diligence Period"), Purchaser may
perform, or cause to be performed, tests, investigations and studies of or
related to the Property, including, but not limited to, soil tests and borings,
ground water tests and investigations, percolation tests, surveys,
architectural, engineering, subdivision, environmental, access, development
studies and such other tests, investigations or studies as Purchaser, in its
sole discretion, determines is necessary or desirable in connection with the
Property and may inspect the physical (including environmental) and financial
condition of the Property, including but not limited to the Leases, Contracts,
engineering and environmental reports, development approval agreements, permits
and approvals. Purchaser shall repair and restore any portion of the surface of
the Property disturbed by Purchaser, its agents, representatives or contractors
during the conduct of any tests and studies to substantially the same condition
as existed prior to such disturbance. Such right of inspection and the exercise
of such right shall not constitute a waiver by Purchaser of the breach of any
representation, warranty, covenant or agreement of Seller which might, or
should, have been disclosed by such inspection.

(b) During the Due Diligence Period, Purchaser, its agents,
representatives and contractors, shall have unlimited access to the Property and
other information pertaining thereto in the possession or within the control of
Seller for the purpose of performing such studies,tests, borings, investigations
and inspections for the purposes described in this Paragraph. Seller

shall cooperate with Purchaser in facilitating its due diligence inquiry and
shall obtain, and use its best reasonable efforts to obtain, any consents that
may be necessary in order for Purchaser to perform same. In addition, Seller
will deliver to Purchaser promptly after request, true and complete copies of
all test borings, Environmental Documents, surveys, title materials and
engineering and architectural data and the like relating to the Property that
are in Seller's possession or under its control. In the event any additional
materials or information comes within Seller's possession or control after the
date of this Agreement, Seller promptly shall submit true and complete copies of
the same to Purchaser. Seller shall notify Purchaser of any dangerous
conditions on the Property, including, without limitation, conditions which due
to the nature of the borings, studies, investigations, inspections or testing to
be performed by or on behalf of Purchaser may pose a dangerous condition to
Purchaser or Purchaser's agents, representatives or contractors.

(c) Purchaser shall obtain, or cause its contractors, agents and
representatives to obtain, liability insurance in an amount equal to One Million
($1,000,000.00) Dollars on a per occurrence and aggregate basis on account of
personal injury to one or more persons and property damage with respect to
Purchaser's activities and entry onto the Property. Upon request of Seller, the
policy shall name Seller as an additional insured. In addition, Purchaser
agrees to indemnify and hold Seller harmless from any damage or injury to
persons or property arising out of or in connection with Purchaser or its
contractors, agents or representatives entering upon the Property.

(d) Purchaser may terminate this Agreement for any reason or for no
reason by notice to Seller given within the Due Diligence Period. In the event
Purchaser terminates this Agreement during the Due Diligence Period, this
Agreement shall be null and void, the Letter of Credit forthwith shall be
returned to Purchaser, copies of any reports or studies prepared by third
parties as part of Purchaser's investigations during the Due Diligence Period
(if expressly permitted by such third

party), shall be delivered to Seller (except, if this Agreement is terminated as
a result of Seller's breach hereof). In the event Purchaser does not terminate
this Agreement by the end of the Due Diligence Period, Purchaser shall be deemed
to have elected not to terminate this Agreement.

14. ENVIRONMENTAL PROVISIONS.

(a) Notwithstanding anything to the contrary contained in this
Agreement, the obligation of Purchaser to pay the Purchase Price and otherwise
proceed to Closing shall be subject to the condition, that Seller obtain from
the Element, (as hereinafter defined in Paragraph 14.(e)(iii) hereof) pursuant
to ISRA (as hereinafter defined in Paragraph 14.(e)(i) hereof), and deliver to
Purchaser, at least five (5) days prior to Closing (the "ISRA Compliance Date"),
together with all submissions upon which any one or more of the following is
based, either:

(i) a Letter of Non-Applicability;

(ii) a de minimis quantity exemption;

(iii) an unconditional approval of a Negative Declaration; or

(iv) an unconditional No Further Action Letter;

(collectively the "ISRA Approval") for which Seller shall apply promptly. In no
event shall an ISRA Approval involve any engineering or institutional controls,
including without limitation, capping, deed notice, declaration of environmental
restriction or other institutional control notice pursuant to P.L. 1993 c. 139,
a groundwater classification exception area or a well restriction area. If the
requirements of this Paragraph 14.(a) are not satisfied on or before the ISRA
Compliance Date, Purchaser thereafter shall have the right, by notice to Seller,
to extend the ISRA Compliance Date or to terminate this Agreement, in which
latter event this Agreement shall be rendered null and void and of no further
force or effect, Seller shall refund to Purchaser all charges made for title
examination, municipal searches and survey fees, the Letter of Credit forthwith
shall be returned to Purchaser and neither party shall

have further liability or obligation to the other under or by virtue of this
Agreement.

(b) Contemporaneously with the execution of this Agreement, and
subsequently promptly upon receipt by Seller or its representatives, Seller
shall deliver to Purchaser: (i) all Environmental Documents concerning the
Property generated by or on behalf of predecessors in title or former occupants
of the Property to the extent in Seller's possession or control; (ii) all
Environmental Documents concerning the Property generated by or on behalf of
Seller, whether currently or hereafter existing; (iii) all Environmental
Documents concerning the Property generated by or on behalf of current or future
occupants of the Property to the extent in Seller's possession or control,
whether currently or hereafter existing; and (iv) a description of all known
operations, past and present, undertaken at the Property and existing maps,
diagrams and other documentation to the extent in Seller's possession or control
designating the location of past and present operations at the Property and past
and present storage of Contaminants above or below ground, on, under, at,
emanating from or affecting the Property or its environs.

(c) Seller shall notify Purchaser in advance of all meetings
scheduled between Seller or its representatives and NJDEP, and Purchaser and/or
its representatives shall have the right, without obligation, to attend and
participate in all such meetings.

(d) Seller shall indemnify, defend and hold harmless Purchaser from
and against any and all claims, liabilities, losses, deficiencies, damages,
interest, penalties and costs, foreseen or unforeseen including, without
limitation, reasonable counsel, engineering and other professional or expert
fees, which Purchaser may incur, by reason of or resulting directly or
indirectly, wholly or partly, from any breach, inaccuracy, incompleteness or
nonfulfillment of any representation, warranty, covenant or agreement herein by
Seller, or by reason of Seller's actions or non-action with regard to any of
Seller's obligations pursuant to this Paragraph 14.

(e) The following terms shall have the following meanings when used
in this Agreement:

(i) "Contaminants" shall include, without limitation, any
regulated substance, toxic substance, hazardous substance, hazardous waste,
pollution, pollutant or contaminant, as defined or referred to in the New Jersey
Environmental Rights Act, N.J.S.A. 2A:35A-1 ET SEQ.; the New Jersey Spill
Compensation and Control Act, N.J.S.A. 58:10-23.11 ET SEQ. (the "Spill Act");
the New Jersey Air Pollution Control Act, N.J.S.A. 26:2C-1 ET SEQ.; the
Hazardous Substances Discharge: Reports and Notices Act, N.J.S.A. 13:1K-15 ET
SEQ.; the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"); the
"Tanks Laws" as hereinafter defined in Paragraph 14.(e)(x) hereof; the Resource
Conservation and Recovery Act, AS AMENDED, 42 U.S.C. Section 6901 ET SEQ.
("RCRA"); the Comprehensive Environmental Response, Compensation and Liability
Act, AS AMENDED, 42 U.S.C. Section 9601 ET SEQ. ("CERCLA"); the Water Pollution
and Control Act, 33 U.S.C. Section 1251 ET SEQ.; together with any amendments
thereto, regulations promulgated thereunder and all substitutions thereof, as
well as words of similar purport or meaning referred to in any other applicable
federal, state, county or municipal environmental statute, ordinance, code, rule
or regulation, including, without limitation, radon, asbestos, polychlorinated
biphenyls, urea formaldehyde and petroleum products and petroleum based
derivatives. Where a statute, ordinance, code, rule or regulation defines any
of these terms more broadly than another, the broader definition shall apply.

(ii) "Discharge" shall mean the releasing, spilling, leaking,
leaching, disposing, pumping, pouring, emitting, emptying, treating or dumping
of Contaminants at, into, onto or migrating from or onto the Property,
regardless of whether the result of an intentional or unintentional action or
omission.

(iii) "Element" shall mean the Industrial Site Evaluation Element
or its successor of the NJDEP.

(iv) "Environmental Documents" shall mean all environmental
documentation in the possession or under the control of Seller concerning the
Property, or its environs, including without limitation, all sampling plans,
cleanup plans, preliminary assessment plans and reports, site investigation
plans and reports, remedial investigation plans and reports, remedial action
plans and reports, or the equivalent, sampling results, sampling result reports,
data, diagrams, charts, maps, analysis, conclusions, quality assurance/quality
control documentation, correspondence to or from any Governmental Authority,
submissions to any Governmental Authority and directives, orders, approvals and
disapprovals issued by any Governmental Authority.

(v) "Environmental Laws" shall mean and every applicable
federal, state, county or municipal statute, ordinance, rule, regulation, order,
code, directive or requirement, together with all successor statutes,
ordinances, rules, regulations, orders, codes, directives or requirements, of
any Governmental Authority in any way related to Contaminants.

(vi) "Governmental Authority" shall mean the federal, state,
county or municipal government, or any department, agency, bureau, board,
commission, office or other body obtaining authority therefrom, or created
pursuant to any law.

(vii) "Major Facility" is as defined in the Spill Act.

(viii)"NJDEP" shall mean the New Jersey Department of
Environmental Protection or its successor.

(ix) "Notice" shall mean, in addition to its ordinary meaning,
any written communication of any nature, whether in the form of correspondence,
memoranda, order, directive or otherwise.

(x) "Tank Laws" shall mean the New Jersey Underground Storage
of Hazardous Substances Act, N.J.S.A. 58:10A-21 ET SEQ., and the federal
underground storage tank law (Subtitle I) of RCRA, together with any amendments
thereto,

regulations promulgated thereunder, and all substitutions thereof, and any
successor legislation and regulations.

(xi) "Underground Storage Tank" shall mean each and every
"underground storage tank", whether or not subject to the Tank Laws, as well as
the "monitoring system", the "leak detection system", the "discharge detection
system" and the "tank system" associated with the "underground storage tank", as
those terms are defined in the Tank Laws.

(f) Seller covenants and agrees that between the date hereof and the
Closing Date it shall perform or observe the following:

(i) Promptly notify Purchaser of, and promptly deliver to
Purchaser, a certified true and complete copy of any Notice Seller may receive,
on or before the Closing Date, from any Governmental Authority, concerning a
violation of Environmental Laws or Discharge of Contaminants;

(ii) At its own cost and expense, be responsible for the
remediation of all Contaminants existing on, under, at emanating from or
affecting the Property as of the date of Closing, in violation of Environmental
Laws, regardless of the date of discovery, notwithstanding anything to the
contrary set forth herein. In no event shall Seller's remediation involve any
engineering or institutional controls, including, without limitation, capping, a
deed notice, a declaration of environmental restrictions or other institutional
control notice pursuant to P.L. 1993, c. 139, or a groundwater classification
exception area or well restriction area. Any such remediation and associated
activities shall be undertaken pursuant to a right of access agreement
reasonably acceptable to Purchaser;

(iii) Contemporaneously with the signing and delivery of this
Agreement, and subsequently, promptly upon receipt by Seller or its
representatives, deliver to Purchaser a certified true and complete copy of all
Environmental Documents.

15. CONDITIONS TO CLOSING. In addition to other conditions set forth in
this Agreement, Purchaser's obligation to close

title to the Property is expressly conditioned upon and subject to the
occurrence of all of the following:

(a) Seller shall have completed subdivision of the Land in the
configuration set forth on Schedule "A-1", all requisite governmental approvals
shall have been obtained, and all conditions to subdivision shall have been
satisfied including, without limitation, the filing in the public records of the
subdivision plat;

(b) Substantial Completion (as hereinafter defined) of all work set
forth in the Plans and Specifications, including all tenant improvement work
required under the Lease (including change orders);

(d) A final, unconditional Certificate of Occupancy permitting
occupancy of the Property for Tenant's use has been issued by all Governmental
Authorities having jurisdiction;

(e) Tenant has delivered the security deposit and has commenced the
payment of rent required to be paid pursuant to the terms and conditions of the
Lease;

(f) Tenant shall have delivered the Estoppel Certificate;

(g) Written certification of XxXxxxxx Construction Co., Inc. that the
work has been fully completed in accordance with the Plans and Specifications
(or in accordance with the Plans and Specifications as amended after the date
hereof provided any such amendments have been approved in writing by Purchaser),
the provisions hereof and all legal requirements, and that all necessary
certificates and approvals required to be obtained from any Governmental
Authority having jurisdiction over the Property have been obtained;

(h) Receipt of an absolute unconditional waiver of liens from all
contractors and subcontractors for all work performed at the Property; and

(i) All contractors and subcontractors have been paid in full for
performance of work at the Property.

The term "Substantial Completion" as used herein shall mean that only
so-called "punch list" items of work which shall be limited to such unfinished
minor items which, when considered as a whole, do not materially adversely
affect Tenant's occupancy of the Property, and otherwise are permitted pursuant
to the terms of the Lease. Seller covenants and agrees to fully complete any
punch list items not later than the date which is twenty (20) days after Seller
receives notification thereof or within the time period set forth in the Lease.

16. NOTICES.

(a) Any notice, request, consent, approval or demand ("notice")
which, pursuant to the provisions of this Agreement or otherwise, must or may be
given or made by either party hereto to the other, shall be in writing and shall
be given by such party or its attorney and shall be delivered by personal
delivery, by mailing same via certified mail, return receipt requested, postage
prepaid, in a United States Post Office depository, by delivery to a postal or
private expedited form of delivery service, or telecopied to the intended
recipient at the telecopy number set forth therefor below (with hard copy to
follow), addressed to Purchaser at its address set forth in the heading to this
Agreement, Attention: Xxxxx Xxxxxx, Esq., (fax 000-000-0000), with a copy given
in the aforesaid manner to Cole, Schotz, Meisel, Xxxxxx & Xxxxxxx, P.A., Court
Plaza North, 00 Xxxx Xxxxxx, X.X. Xxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000-0000,
Attention: Xxxxxxx X. Xxxxxxxx, Esq., (fax 000-000-0000), and to Seller to
Xxxxxxx Xxxxx (fax 000-000-0000) at the address set forth in the heading to this
Agreement with a copy given in the aforesaid manner to Xxxxxx & Xxxxxxx, Xxx
Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000, Attention: Xxxx X. Xxxxx,
Esq., (fax 000-000-0000).

(b) Notice shall be deemed delivered on the day of personal delivery,
on the day telecopied, on the first business day following deposit with the
overnight carrier or on the second

business day following deposit in the Post Office depository, as the case may
be.

17. BROKER. Each party represents and warrants to the other party that it
dealt with no broker or other person entitled to claim fees for such services in
connection with the negotiation, execution and delivery of this Agreement, other
than Xxxxxxx Cross (hereinafter referred to as the "Broker"). Seller agree to
pay Broker pursuant to a separate agreement with Broker, which agreement shall
provide, INTER ALIA, that Broker shall not have any claim whatsoever for
commissions or other fees against Purchaser whether or not Closing shall occur,
including failure to close due to the default of Purchaser hereunder. Based
upon the aforesaid representations, warranties and covenants, each party agrees
to defend, indemnify and hold the other party harmless from and against any and
all claims for finders' fees or brokerage or other commission which at any time
may be asserted against the indemnified party, including any claim by Broker
against Purchaser, founded upon a claim that the substance of the aforesaid
representations of the indemnifying party is untrue. Such indemnification shall
include, but not be limited to, all commission claims, as well as all costs,
expenditures, legal fees and expert fees reasonably incurred in defending any
claim of any third party. In the event that by settlement or otherwise, any
monies or other consideration is awarded to or turned over to any third party as
a result of a commission claim, it is the intention of the parties hereto that
the indemnifying party shall be solely responsible therefor.

18. DEFAULT.

(a) If Purchaser shall default in the payment of the Purchase Price
or otherwise shall default in the performance of any of its other obligations
pursuant to this Agreement, Seller, as its sole and exclusive remedy, shall be
entitled to receive, as liquidated damages and not as a penalty, the Letter of
Credit and the right to convert same to cash, it being acknowledged that the
actual damages which may be suffered by Seller in the event of any default by
Purchaser shall be difficult to ascertain, plus the costs and expenses set forth
in subparagraph (c) below. If the Letter of Credit is converted to cash, Seller
shall be entitled to receive any interest earned on such cash.

(b) If Seller shall default in any of its obligations hereunder,
Purchaser shall have the right to (i) terminate this Agreement by notice to
Seller, in which event the Letter of Credit shall be returned to Purchaser, and
obtain from Seller damages suffered by Purchaser plus the costs and expenses set
forth in subparagraph (c) below, or (ii) seek specific performance by Seller of
Seller's obligations hereunder, and if Purchaser is successful, in addition
obtain from Seller the costs and expenses set forth in (c) below together with
damages suffered by Purchaser.

(c) In the event of litigation arising out of this Agreement, the
prevailing party shall be entitled to recover from the losing party, costs and
expenses incurred by the prevailing party, including reasonable legal fees and
disbursements.

19. SURVIVAL. It is agreed that all of the terms, agreements, covenants,
promises, provisions, indemnifications, representations and warranties set forth
herein shall, except as otherwise specifically set forth in this Agreement,
survive Closing and delivery of the Deed.

20. INDEMNITY.

(a) Seller agrees to indemnify, defend and save harmless Purchaser
and its respective representatives, employees, agents, constituent members,
successors and assigns from and against all claims, actions, demands, suits,
liabilities and damages (i) subject to the limitations set forth in Paragraph
6.(e), resulting from the breach or default of any covenant, provision,
representation or warranty of Seller including all reasonable costs and expenses
incurred by Purchaser in the enforcement of this Paragraph, or (ii) imposed upon
or incurred by Purchaser, or allegedly due by Purchaser, arising out of or
relating to the ownership, operation, leasing, repair or improvement of or
otherwise dealing with, the Property, or by reason of any event or occurrence
on, or relating to, the Property which occurred, accrued or related to an event
occurring at any time prior to the Closing Date.

(b) Purchaser agrees to indemnify, defend and save harmless Seller
and its representatives, employees, agents, constituent members, successors and
assigns from and against all claims, actions, demands, suits, liabilities and
damages (i) subject to the limitations set forth in Paragraphs 6.(e) and 18,
resulting from the breach or default of any covenant, provision, representation
or warranty of Purchaser or (ii) imposed upon or incurred by Seller, or
allegedly due by Seller, arising out of or relating to the ownership, operation,
leasing, repair or improvement of or otherwise dealing with, the Property, or by
reason of any event or occurrence on, or relating to, the Property which
occurred, accrued or related to an event occurring at any time after the Closing
Date.

21. ASSIGNMENT. This Agreement may not be assigned by Purchaser, without
the consent of Seller (which consent shall not be unreasonably withheld, delayed
or conditioned), except that no such consent shall be required with respect to
an assignment to any affiliate of Purchaser. Upon such assignment, Purchaser
named herein shall be relieved of any further liability for any

of the terms, promises and conditions of this Agreement on its part to be
performed hereunder.

22. CROSS DEFAULT. Simultaneously with the execution and delivery of this
Agreement, Purchaser has entered into a certain Agreement of Sale with Seller
and certain affiliates of Seller (the "Agreement of Sale") relating to certain
property more particularly described on Schedule "T"; and a certain agreement
with an affiliate of Seller (the "Development Agreement") relating to certain
property located in Moorestown, New Jersey as more particularly described in the
Development Agreement. This Agreement and the obligations of the parties
hereunder are subject to performance by the respective parties to the
Development Agreement and/or the Agreement of Sale of their respective
obligations which are required to be performed prior to the Closing Date in
accordance with the terms thereof. If Seller or its related entities default in
their obligations under the Agreement of Sale and/or the Development Agreement,
Purchaser shall have the right to proceed with the purchase of the Property, to
declare a default hereunder, and/or to terminate this Agreement. If Purchaser
shall default in its obligations under the Development Agreement and/or the
Agreement of Sale, Seller shall have the right to declare a default hereunder.

23. ESCROW AGENT.

(a) The Letter of Credit shall be held in escrow by Escrow Agent and
released on the terms hereinafter set forth.

(b) If Escrow Agent receives notice from Purchaser or Purchaser's
attorney that Purchaser has terminated this Agreement pursuant to Paragraph 5 or
13 hereof, Escrow Agent shall immediately return the Letter of Credit to
Purchaser without application of Paragraph 23(f), (h) and (i);

(d) Any notice(s) to and from Escrow Agent shall be given in
accordance with Paragraph 16 hereof.

(e) If Escrow Agent receives a notice signed by Seller or Seller's
attorney stating that Purchaser has defaulted in the performance of its
obligations pursuant to this Agreement, Escrow Agent shall deliver a copy of
such notice to Purchaser. If Escrow Agent shall not have received notice of
objection from Purchaser within ten (10) days after Escrow Agent has delivered
such notice, Escrow Agent shall deliver the Letter of Credit to Seller. If
Escrow Agent shall receive a timely notice of objection from Purchaser as
aforesaid, Escrow Agent promptly shall forward a copy thereof to Seller.

(f) If Escrow Agent receives a notice signed by Purchaser or
Purchaser's attorney stating that this Agreement has been canceled or terminated
and that Purchaser is entitled to the Letter of Credit, or that Seller has
defaulted in the performance of its obligations pursuant to this Agreement,
Escrow Agent shall deliver a copy of such notice to Seller. If Escrow Agent
shall not have received notice of objection from Seller within ten (10) days
after Escrow Agent has delivered such notice, Escrow Agent shall deliver the
Letter of Credit to Purchaser. If Escrow Agent shall receive a timely notice of
objection from Seller as aforesaid, Escrow Agent promptly shall forward a copy
thereof to Purchaser.

(g) If Escrow Agent receives notice from either party authorizing
delivery of the Letter of Credit to the other party, Escrow Agent shall deliver
the Letter of Credit in accordance with such instructions.

(h) If Escrow Agent receives a notice of objection as aforesaid,
Escrow Agent shall convert the Letter of Credit to cash and hold such proceeds
in an interest bearing FDIC insured bank in New Jersey until Escrow Agent
receives either: (i) a notice signed by both Seller and Purchaser stating who is
entitled to the Letter of Credit; or (ii) a final order of a court of competent
jurisdiction directing disbursement in a specific manner, in either of which
events Escrow Agent shall deliver the Letter of Credit in accordance herewith or
in accordance with such notice or order. Escrow Agent shall not be

or become liable in any way or to any person for its refusal to comply with any
requests or demands until and unless it has received a direction of the nature
described in (i) or (ii) above.

(i) Notwithstanding the foregoing provisions of Subparagraph (g)
above, if Escrow Agent shall have received a notice of objection as aforesaid,
or shall have received at any time before actual delivery of the Letter of
Credit, a notice signed by either Seller or Purchaser advising that litigation
between Seller and Purchaser over entitlement to the Letter of Credit has been
commenced, Escrow Agent shall have the right, upon notice to both Seller and
Purchaser to deposit the Letter of Credit with the Clerk of the Court in which
any litigation is pending, whereupon Escrow Agent shall be released of and from
all liability hereunder except for any previous gross negligence or willful
default.

(j) Escrow Agent shall not be liable for any error or judgment or for
any act done or omitted by it in good faith, or for any mistake of fact or law,
and is released and exculpated from all liability hereunder except for willful
misconduct or gross negligence.

(k) Escrow Agent's obligations hereunder shall be as a depositary
only, and Escrow Agent shall not be responsible or liable in any manner whatever
for the sufficiency, correctness, genuineness or validity of any notice,
instructions or other instrument furnished to it or deposited with it, or for
the form of execution of any thereof, or for the identity or authority of any
person depositing or furnishing same.

(l) Escrow Agent shall not have any duties or responsibilities except
those set forth in this Agreement and shall not incur any liability in acting
upon any signature, notice, request, waiver, consent, receipt or other paper or
document believed by it to be genuine, and Escrow Agent may assume that any
person purporting to give any notice or advice on behalf of any party in
accordance with the provisions hereof has been duly authorized to do so.

(m) Escrow Agent shall be entitled to consult with counsel in
connection with its duties hereunder, including attorneys at its firm. The
parties shall reimburse Escrow Agent, jointly and severally, for all costs and
expenses incurred by Escrow Agent in performing its duties as Escrow Agent
including, but not limited to, reasonable attorneys' fees (either paid to
retained attorneys or amounts representing the fair value of services rendered
to itself).

(n) The terms and provisions of this Paragraph shall create no right
in any person, firm or corporation other than the parties hereto and their
respective successors or assigns, and no third party shall have the right to
enforce or benefit from the terms hereof.

(o) In the event of any dispute, disagreement or suit between Seller
and Purchaser, whether pertaining to the Letter of Credit, this Agreement or
otherwise, Escrow Agent shall have the right to represent or otherwise serve as
attorneys for Seller.

(p) Escrow Agent is designated the "real estate reporting person" for
purposes of Section 6045 of Title 26 of the United States Code and Treasury
Regulation 1.6045-4 and any instructions or settlement statement prepared by
Escrow Agent shall so provide. Upon the consummation of the transaction
contemplated by this Agreement, Escrow Agent shall file Form 1099 information
return and send the statement to Seller as required under the aforementioned
statute and regulation.

(q) The applicable provisions of this Paragraph shall survive the
Closing or termination of this Agreement.

24. MISCELLANEOUS.

(a) This Agreement shall inure to the benefit of and shall be binding
upon the parties and their respective heirs, successors, legal representatives
and assigns.

(b) This Agreement may be executed in one or more counterparts, each
of which when so executed and delivered by each party to the other shall be
deemed an original, but all of

which when taken together shall constitute but one and the same instrument.

(c) At any time or from time to time, upon written request of the
other party, each party shall execute and deliver all such further documents and
do all such other acts and things as reasonably may be required to confirm or
consummate the within transaction.

(d) The captions preceding the paragraphs of this Agreement are
intended only as a matter of convenience and for reference and in no way define,
limit or describe the scope of this Agreement or the intent of any provision
hereof.

(e) This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof. No variations or
modifications of or amendments to the terms of this Agreement shall be binding
unless in writing and signed by the parties hereto. The respective attorneys
for each party are authorized to modify any dates or time periods set forth
herein.

(f) The terms, conditions, covenants and provisions of this Agreement
shall be deemed to be severable except with respect to any provision relating to
the Purchase Price. If any clause or provision herein contained shall be
adjudged to be invalid or unenforceable by a court of competent jurisdiction or
by operation of any applicable law, the same shall be deemed to be severable and
shall not affect the validity of any other clause or provision herein, but such
other clauses or provisions shall remain in full force and effect.

(g) The obligations of each party to complete the transaction
contemplated hereby is subject to the satisfaction, as of Closing, of all of the
terms, conditions and obligations to be met and/or performed by the other party
or which otherwise are for the benefit of such party, any of which conditions
and/or obligations may be waived in whole or in part by the party which is the
beneficiary of such condition or obligation.

(h) Each party, at its sole cost and expense, shall have the right to
record a short form memorandum of this

Agreement, which memorandum shall not set forth the Purchase Price or terms of
payment, and each party agrees to execute any such short form memorandum upon
the request of the other party.

(i) As used in this Agreement, the masculine gender shall include the
feminine or neuter genders and the neuter gender shall include the masculine or
feminine genders, the singular shall include the plural and the plural shall
include the singular, wherever appropriate to the context.

(j) This Agreement shall be governed by and enforced in accordance
with the substantive laws of the State of New Jersey.

25. GUARANTY.

(a) Xxxxxxx X. Xxxxx, Xx. and Xxxx X. XxXxxxxx (collectively,
"Guarantors") hereby, jointly and severally, guarantee to Purchaser, its
successors and assigns, the full, due and timely completion of construction of
all Improvements in the manner required by the Plans and Specifications and in
accordance with the provisions of this Agreement, including any modifications or
amendments hereto, without any further writing, and the costs for enforcing this
Guaranty (collectively, the "Obligations").

(b) This is a guaranty of payment and performance and not of
collection. The obligations of Guarantors hereunder are independent of the
obligations of Seller, and a separate action or actions may be brought and
prosecuted against Guarantors, regardless whether action is brought against
Seller or whether Seller is joined in any such action or actions.

(c) Guarantors agree that the obligations of Guarantors under this
Paragraph 25 are primary, absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Agreement or
any instrument referred to herein, or any substitution, release or exchange of
any other guaranty of or security for the Obligations, and, to the fullest
extent permitted by applicable law, irrespective of any other circumstance
whatsoever

(including, without limitation, personal defenses of Seller) which might
otherwise constitute a legal or equitable discharge or defense of a surety,
guarantor or co-obligor, it being the intent of this Paragraph 25 that the
obligations of Guarantors hereunder shall be primary, absolute and unconditional
under any and all circumstances. Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more the following
shall not alter or impair the liability of Guarantors hereunder:

(i) at any time or from time to time, without notice to or
consent of Guarantors, the time for any performance of or compliance with the
Obligations shall be extended, or such performance or compliance shall be
waived;

(ii) any modification of or amendment to the Agreement;

(iii) the existence of any claim, set-off or other right
which Guarantors may have at any time against Purchaser, Seller or any other
person or entity, whether in connection herewith or with any unrelated
transaction;

(iv) any of the acts required or contemplated in any of the
provisions of the Agreement or other instruments referred herein shall be done
or omitted;

(v) the maturity of any of the Obligations shall be accelerated
or extended, or any of the Obligations shall be modified, supplemented or
amended in any respect or any right under the Agreement or other instruments
referred to herein shall be waived or extended or any other guaranty of the
Obligations or any security therefor shall be released or exchanged in whole or
in part or otherwise dealt with;

(vi) Purchaser releases or substitutes any one or more of any
Seller, endorses or guarantors of the Obligations;

(vii) any of the Obligations shall be determined to be void
or voidable or shall be subordinated to the claims of any person; or

(viii) there shall be occur any insolvency, bankruptcy,
reorganization or dissolution of Seller or other guarantor.

With respect to their obligations hereunder, Guarantors hereby expressly
waive diligence, presentment, demand of payment, protest and all notices
whatsoever and any requirement that Purchaser exhaust any right, power or remedy
or proceed against any person under the Agreement or other instruments referred
to herein, or against any collateral or other person under any other guaranty
of, or security for, or obligation relating to, any of the Obligations.

(d) The obligations of Guarantors under this Paragraph 25 shall be
automatically reinstated if and to the extent that for any reason any payment or
performance by or on behalf of any persons in respect of the Obligations is
rescinded or must be otherwise restored by Purchaser or any other holder or
recipient of payment or performance of the Obligations, whether as a result of
any proceedings in bankruptcy or reorganization or otherwise, and Guarantors
agree that they will pay to Purchaser on demand all reasonable out-of-pocket
costs and expenses (including, without limitation, fees of counsel) incurred by
Purchaser in connection with such rescission or restoration, including any such
costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

(e) Without limiting the generality of the provisions of this
Xxxxxxxxx 00, Xxxxxxxxxx hereby specifically waive: (a) promptness, diligence,
notice of acceptance and any other notice with respect to the Obligations; (b)
any requirement that Purchaser protect, secure or insure any lien or any
property subject thereto or exhaust any right or take any action against Seller
or any collateral or undertake any marshalling of assets; (c) the right to
direct the order of enforcement or remedies, (d) any defense arising by reason
of any claim or defense based upon an election of remedies by Purchaser which in
any manner impairs,

reduces, releases or otherwise adversely affects its subrogating, contribution
or reimbursement rights or other rights to proceed against Sellers or any
collateral; (e) any duty on the part of Purchaser to disclose to Guarantors any
matter, fact or thing relating to the business, operation or condition of the
Property or Seller and its assets now known or hereafter known by Purchaser; and
(f) all presentments, demands for performance, notices of nonperformance,
protests, notices of protest, notices of dishonor, and notices of acceptance of
the guaranty provided for in this Paragraph 25 and the existence, creation or
incurrence of new or additional indebtedness.

26. ROLLBACK TAXES. Any "rollback taxes" assessed or to be assessed
against the Premises pursuant to the Farmland Assessment Act of 1964, N.J.S.A.
54:4-23.1, ET SEQ., shall be paid by Seller. If rollback taxes will be due with
respect to the Premises but are not assessed at the Closing Date, a good-faith
estimate of the amount of same shall be obtained by the parties from the tax
assessor of the Township of Moorestown, at least twenty-four (24) hours prior to
Closing, and Seller shall pay one hundred twenty-five (125%) percent of the
amount of said estimate from the proceeds at Closing into escrow to be held by
the Title Company until such time as the rollback tax assessment against the
Premises is made. Upon Title Company's receipt of notice from Purchaser that
said rollback taxes have been assessed against the Premises, Title Company
shall, within three (3) business days thereof, pay said taxes to the Township of
Moorestown. In the event the amount of the monies being held in escrow by Title
Company are not sufficient to cover payment of said rollback taxes, then Seller
shall promptly pay to Purchaser any additional monies that are due and payable
by Seller in accordance with the terms and provisions of this Paragraph; and in
the event the amount of the escrow monies are in excess of the amount of said
rollback taxes, then Title Company shall disburse the remaining balance of the
escrow funds to Seller after the amount of the escrow monies due to Purchaser
have been disbursed

to the Township of Moorestown, in accordance with the terms and provisions of
the immediately proceeding sentence. Seller shall indemnify and hold Purchaser
harmless from and against all costs and expenses, including reasonable attorneys
fees, incurred by Purchaser in connection with Seller's failure to perform
Seller's obligations under this Paragraph 26.

27. SELLER'S RIGHT TO EXCHANGE PROPERTY.

(a) (i) Seller shall have the right, exercisable at least five (5)
days prior to Closing, to elect to exchange the Property for other property of
like kind ("Exchange Property") pursuant to Section 1031 of the Internal Revenue
Code of 1986, as amended.

(ii) If Seller elects to effect any exchange, it shall notify
Purchaser as to all details thereof, and Purchaser shall execute a contract to
purchase the Exchange Property in a form satisfactory to Seller (hereinafter
called the "Exchange Contract"), and immediately thereafter shall assign all of
its right, title and interest in and to the Exchange Contract to the Exchange
Escrow Agent, as hereinafter defined. The funds required to pay the deposit
under the Exchange Contract shall be provided to Purchaser by Seller or Exchange
Escrow Agent. The Exchange Contract shall provide for the right of assignment
by Purchaser to Exchange Escrow Agent and/or Seller without recourse, and that
the seller of the Exchange Property shall look only to the deposit monies
thereunder as liquidated damages, there being no liability on the part of
Purchaser to said seller. Purchaser shall not be obligated to execute an
Exchange Contract which would require Purchaser to be personally liable on any
indebtedness or to incur any cost or expense which would increase Purchaser's
liability beyond that liability incurred by Purchaser hereunder.

(iii) In no event, however, shall the closing of title to the
Property be delayed due to the inability of Seller to select an Exchange
Property or close title thereto.

(b) (i) If Seller shall elect to exchange the Property pursuant to
this Paragraph, whether or not an Exchange Property has been designated, as
herein set forth, the Purchase Price, exclusive of the satisfaction of liens,
payment of closing costs and other permitted expenses, shall be deposited with
the Exchange Escrow Agent ("Escrow Account"), subject to the Exchange Escrow
Agent executing an agreement reasonably satisfactory to Purchaser whereby
Exchange Escrow Agent agrees to be bound by the terms and conditions of this
Paragraph 27, and shall not be paid to Seller at Closing. The Escrow Account
shall be held by Exchange Escrow Agent in an interest bearing account, pursuant
to the terms hereof. The interest earned upon the Escrow Account while being
held by Exchange Escrow Agent shall be added to the Escrow Account and shall be
paid to Seller at the closing of the Exchange Property.

(ii) Purchaser appoints its title insurance company or such other
title insurance company or other entity as Purchaser reasonably may designate,
its agent, in order to effectuate the Exchange (the "Exchange Escrow Agent").
Purchaser and Seller shall cooperate with each other and Exchange Escrow Agent
and promptly shall sign and deliver to Exchange Escrow Agent all documents
reasonably deemed necessary by Seller in order to qualify this transaction
pursuant to Internal Revenue Code Section 1031.

(iii) Seller shall pay all fees relating to the Escrow Account,
and all reasonable attorneys' fees and expenses of Purchaser, if any, relating
to the exchange transaction and in no event shall Purchaser be required to
assume any liability thereunder.

(iv) During the period that the Escrow Account is in existence,
Seller shall not have any control, directly or indirectly, over the funds placed
in the Escrow Account, except as may be expressly provided herein.

(v) If, at the time of Closing, Seller shall not have designated
the Exchange Property, then if within forty-five (45) days following Closing,
Seller shall deliver to Purchaser

and to Exchange Escrow Agent a designation of an Exchange Property which Seller
desires to acquire by way of exchange for the Property transferred to Purchaser
at Closing ("Designation"), the parties shall proceed as provided for herein.
If there is no timely Designation, then Exchange Escrow Agent, on the
forty-sixth (46th) day after Closing (or, if such day is a Saturday, Sunday or
legal holiday, on the first business day thereafter) shall disburse to Seller
the Escrow Account and all interest earned thereon shall be paid to Purchaser.

(vi) Any Designation of an Exchange Property shall include an
Exchange Contract, or thereafter Seller shall provide Purchaser with an Exchange
Contract, which Exchange Contract comply with the terms set forth in
Subparagraph 27.(a). The parties acknowledge that there may be multiple
Exchange Properties and that multiple Designations may be delivered, provided
that each meets the conditions set forth herein and the requirements of the
Internal Revenue Code Section 1031 and regulations thereunder.

(vii) Upon receipt by Purchaser of an Exchange Contract, it shall
execute and deliver the Exchange Contract to the seller of the Exchange Property
("Exchange Seller"), Seller and Exchange Escrow Agent. Thereafter, Purchaser
shall assign its interest in the Exchange Contract to Exchange Escrow Agent, it
being agreed that Purchaser shall not take title to any Exchange Property.

(viii) Upon Purchaser executing any Exchange Contract, and in
accordance therewith, Exchange Escrow Agent shall pay from the Escrow Account to
Exchange Seller, or such other party as is provided for in the Exchange
Contract, the amount of the deposit and all other monies required under the
Exchange Contract or otherwise related to the transaction.

(ix) Exchange Escrow Agent shall not be liable to either Seller
or Purchaser in connection with its performance as Exchange Escrow Agent, except
in the event of intentional wrongdoing or negligence. Exchange Escrow Agent is
authorized

only to do those acts necessary and proper to effect the purpose of this
Agreement.

(x) The Exchange Escrow Agent shall use the Escrow Account, for
payment of the deposit and all other payments due under the Exchange Contract to
purchase the Exchange Property, plus closing costs, and for no other purpose.

(xi) If the payment for the Exchange Property shall exceed the
amount of the Escrow Account, Seller either shall: (i) deposit an amount equal
to such excess with Exchange Escrow Agent no later than the day of the Exchange
Property Closing; or (ii) cause or direct that the funds necessary to effectuate
the Exchange Property Closing be paid directly to Exchange Seller at the
Exchange Property Closing.

(xii) At the Exchange Property Closing, the following shall be
deposited or caused to be deposited with Exchange Escrow Agent: (i) a deed for
the Exchange Property from Exchange Seller as grantor to Seller, as grantee; and
(ii) any other documents or agreements necessary or incidental to the
acquisition or conveyance of the Exchange Property.

(xiii) When all documents and funds called for herein have been
deposited with Exchange Escrow Agent and when a title policy can be issued on
the Exchange Property to Seller, subject only to title exceptions approved by
Seller, Exchange Escrow Agent shall record the deed, disburse the funds and
deliver all other documents to Seller. All expenses, reimbursements and
prorations in connection with the Exchange Property shall be governed by the
provisions of the Exchange Contract, except as expressly set forth herein.

(xiv) Purchaser makes no warranty with respect to the Exchange
Property and Seller assumes all responsibility for title to the Exchange
Property being good and marketable. Seller agrees to indemnify Purchaser and
hold Purchaser harmless from any damages, liability, costs, expenses, claims,
losses or demands (including reasonable attorneys' fees and costs of litigation
including those for enforcing this indemnity), arising out of or in any way
related to the acquisition of the Exchange

Property. If the Exchange Property is subject to any mortgage, deed of trust or
lease, Purchaser shall assume no liability or obligation with respect to said
mortgage, deed of trust or lease. Purchaser makes no representations as to the
tax consequences of any aspect of this transaction.

(xv) If the Exchange Property as may be designated by Seller is
not conveyed to Seller within the earlier of: (i) one hundred eighty (180) days
after Closing; or (ii) the due date (determined with regard to extensions) of
Seller's federal income tax return for the taxable year in which the transfer of
the Property occurs or if no Exchange Property is designated within forty-five
(45) days following Closing, then the Escrow Account shall be released to
Seller, free of the escrow, and the obligations of Purchaser and Exchange Escrow
Agent shall end. Notwithstanding failure of the Exchange Property to be
conveyed to Seller as hereinabove set forth, the transfer of the Property to
Purchaser shall not be subject to recession or revocation by Seller or Purchaser
for any reason whatsoever.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have set their hands and seals or
caused these presents to be signed and sealed by duly authorized persons the day
and year first above written.

SELLER:

WITNESS: LANCER ASSOCIATES, L.L.C.

______________________________ By:__________________________
Name:________________________
Title:_______________________

PURCHASER:

ATTEST: XXXX-XXXX REALTY, L.P.
By: XXXX-XXXX REALTY CORPORATION, its
general partner

______________________________ By:__________________________
Name:________________________
Title:_______________________

AS TO PARAGRAPH 23:

WITNESS or ATTEST: XXXXXX & XXXXXXX (Escrow Agent)

______________________________ By:__________________________

AS TO PARAGRAPH 25:

WITNESSES:

______________________________ _____________________________
XXXXXXX X. XXXXX, XX.

______________________________ _____________________________
XXXX X. XXXXXXXX

SCHEDULE "A"

PREMISES

ALL THOSE CERTAIN tracts or parcels of land and premises thereon situate in
the Township of Moorestown, County of Burlington, and State of New Jersey,
bounded and described according to a plan of subdivision titled "XXXXXX
DEVELOPMENT CO., TECHNI-PARK, MOORESTOWN, N.J.", dated May 14, 1986 and revised
to November 2, 1987, by Xxxxx Engineering of Cherry Hill, New Jersey, as
follows:

BEGINNING at a point in the Southwesterly line of Lancer Road, 66 feet wide,
said point being the Southeasterly end of a curve connecting the Southeasterly
line of Xxxx Avenue, 66 feet wide, with the Southwesterly line of Lancer Road,
said connecting curve having a radius of 32 feet; thence

(1) South 38 degrees 22 minutes 54 seconds East 294.70 feet continuing along
the Southwesterly line of Lancer Road to a point corner to lots 3 and 4,
Block 200 C, said plan; thence

(2) South 51 degrees 37 minutes 06 seconds West 368.00 feet along the line of
lot 3 to a point in the centerline of a 12 feet wide drainage easement,
corner to lots 3, 4, 5 and 6, said plan; thence

(3) North 38 degrees 22 minutes 54 seconds West 326.70 feet along the line of
Lot 5 and the centerline of the 12 feet wide drainage easement to a point
in the Southeasterly line of Xxxx Avenue, corner to lots 4 and 5, said
plan; thence

(4) North 51 degrees 37 minutes 06 seconds East 336.00 feet along the
Southeasterly line of Xxxx Avenue to a point; thence

(5) Southeasterly, curving to the right with a radius of 32 feet, an arc
distance of 50.27 feet along the above mentioned connecting curve to a
point in the Southwesterly line of Lancer Road and the point and place of
beginning.

BEGINNING at a point in the Southwesterly line of Xxxxxx Xxxx, 00 feet wide,
corner to lots 3 and 4 on above mentioned plan, said point being South 38
degrees 22 minutes 54 seconds East 294.70 feet from the Southeasterly end of a
curve connecting the Southeasterly line of Xxxx Avenue, 66 feet wide, with the
Southwesterly line of Lancer Road, said connecting curve having a radius of 32
feet; thence

(1) South 38 degrees 22 minutes 54 seconds East 326.10 feet continuing along
the Southwesterly line of Lancer Road to a point in a 25 feet wide utility,
sanitary sewer, and drainage easement, corner to lots 2 and 3, Block 200 C,
said plan; thence

(2) South 51 degrees 37 minutes 06 seconds West 368.00 feet along the line of
lot 2, and 15 feet from the Northwesterly line of the above mentioned 25
feet wide easement to a point in the centerline of a 15 feet wide drainage
easement, corner to lots 3 and 6, said plan; thence

(3) North 38 degrees 22 minutes 54 seconds West 326.10 feet along the line of
Lot 6 and the centerline of the 15 feet wide drainage easement to a point,
corner to lots 3, 4, 5 and 6, said plan; thence

(4) North 51 degrees 37 minutes 06 seconds East 368.00 feet along the line of
lot 4, said plan, to a point in the

Southwesterly line of Lancer Road and the point and place of beginning.

BEING COMMONLY KNOWN AS Lots 2, & 4, Block 300 on the Tax Map of the Township of
Moorestown.

SCHEDULE "B"

LIST OF PLANS AND SPECIFICATIONS

SCHEDULE "C"

FORM OF PURCHASER LETTER OF CREDIT

[Letterhead of the Bank]

_______________, 19__
BENEFICIARY:
[Seller Name]
[Seller Address]

Irrevocable Letter of Credit No.
--------------------------------------------

Gentlemen:

We hereby issue our Irrevocable Letter of Credit No. ______________________
("LETTER OF CREDIT") in your favor, for the account of Xxxx-Xxxx Realty, L.P.
("Purchaser") in an amount equal to One Hundred Thousand ($100,000.00) Dollars.

Drawings under this Letter of Credit shall be by one or more sight drafts,
in the form of Exhibit 1 hereto, presented at our office, bearing this Letter of
Credit number and accompanied by the original of this Letter of Credit and a
statement by you that "the amount of this drawing represents an application of
the deposit in accordance with the Agreement of Sale, dated ___________________,
between Lancer Associates, L.L.C. as seller, and Purchaser."

Partial drawings under this Letter of Credit are permitted. We will,
immediately after each presentation of this Letter of Credit, return the same to
you, marking this Letter of Credit to show the amount paid by us and the date of
such payment.

WE HEREBY AGREE WITH EACH DRAWER, ENDORSER AND BONA FIDE HOLDER OF ANY
DRAFT DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT THAT
SUCH DRAFT WILL BE DULY HONORED ON DUE PRESENTATION TO US.

THIS LETTER OF CREDIT SHALL EXPIRE AT THE CLOSE OF BUSINESS ON THE DATE
THAT IS ___________________________________ FROM THE DATE OF THIS LETTER OF
CREDIT.

All drafts, documents, instructions and communications pertinent to this
Letter of Credit must be presented to our office located at
______________________________, Attention: Letter of Credit Department, or at
any other office in New Jersey which may be designated by our written notice
delivered to you.

This Letter of Credit is issued subject to the Uniform Customs and Practice
for Documentary Credits (1994 revision), International Chamber of Commerce
Publication No. 500, and any amendments thereof. This Letter of Credit shall be
deemed to be a contract made under the laws of the State of New Jersey and
shall, as to matters not governed by said Uniform Customs and Practice for
Documentary Credits, be governed by and construed in accordance with the laws of
said State.

Yours very truly,

[Name of Issuing Bank]

By:___________________________
Authorized Signature

SCHEDULE "D"

PERMITTED ENCUMBRANCES

I. 1. Declaration of Restriction for Buffer Area and Storm Water Easement,
recorded with the Burlington County Clerk on October 9, 1996 in book 5244 at
page 281, creating a 40 foot wide planting buffer and 20 foot wide drainage
easement, provided and on the condition that such Declaration and the easements
and restrictions therein do not adversely affect Purchaser's use and enjoyment
of the Property and the improvements erected or to be erected thereon.

2. Easement to Public Service Electric and Gas, recorded with the
Burlington County Clerk on September 19, 1978 in book 2112 at page 327, for gas
line, provided and on the condition that such Easement and the use thereof does
not adversely affect Purchaser's use and enjoyment of the Property and the
improvements erected or to be erected thereon.

3. Easement to the Township of Moorestown, recorded with the Burlington
County Clerk on June 27, 1980 in book 2372 at page 163, for storm sewer lines,
provided and on the condition that such Easement and the use thereof does not
adversely affect Purchaser's use and enjoyment of the Property and the
improvements erected or to be erected thereon.

SCHEDULE E

SURVEY REQUIREMENTS

(a) Calculated "metes and bounds" boundary data shown on the drawing
with orientation, etc.

(b) Narrative legal description as recorded in local records together
with a "metes and bounds" boundary survey. The survey must show any items to
which reference is made in legal description and/or "metes and bounds"
description.

(c) Location, description (with any recorded data) of all easements,
servitudes, right-of-ways and other encroachments whether recorded or otherwise
evident.

(d) Location and size of all utilities including water, electricity,
gas, telephone, sewer, etc.

(e) Topography and terrain features shown on drawing with B.M. noted
relative to local established datum.

(f) Size, variety and location of plantings.

(g) Adjoining property owners of record.

(h) Set backs, building lines and other local or deed restrictions.

(i) Zoning of parcel.

(j) Location and nature of site improvements including curbs, catch
basins, sidewalks, etc.

(k) Location and orientation of the building on the site.

(l) Note any previously recorded lot lines, servitudes, etc., that
have been replatted or vacated.

Statement of Certification by a registered surveyor as follows:

"To Xxxx-Xxxx Realty, L.P., Xxxx-Xxxx Realty Corporation, Xxxx Xxxxxx
Xxxxxx Xxxxxx & Xxxxxxx, P.A. and First American Title Insurance Company:

The undersigned certifies to the best of his professional knowledge,
information and belief that this map or plat and the survey on which it was
based were made (i) in accordance with "Minimum Standard Detail Requirements for
ALTA/ACSM Land Title Surveys", jointly established and adopted by ALTA and ACSM
in 1992; (ii) includes Table A Items Xx. 0, 0, 0, 0, 0, 0, 00, 00, 13, 14, 15,
16 and 17 as specifically defined therein, and (iii) pursuant to the Accuracy
Standards (as adopted by ALTA and ACSM and in effect on the date of this
Certification) of an Urban Survey."

______________________________

SCHEDULE "F"

LIST OF TENANTS AND LEASES

---------------------- ------------- ------------- ---------------------- -------------- ------------------- -----------------
LEASE LEASE RENEWAL, CURRENT ADDITIONAL DATE LAST
TENANT COMMENCEMENT TERMINATION EXTENSION OR ANNUAL RENT BASE AND
NAME/ADDRESS DATE DATE OTHER RIGHTS BASE RENT ADDITIONAL
OR OPTIONS; RENT WERE
HAVE SAID PAID; PERIOD
RIGHTS OR COVERED
OPTIONS BEEN
EXERCISED
---------------------- ------------- ------------- ---------------------- -------------- ------------------- -----------------

Tad's Delivery Service, 4/1/98 3/31/08 2, 5 year renewals; $365,400.00 None required at None required at
Inc. t/a T&N Van Not to the time of this the time of this
Service, Inc. be exercised until Agreement Agreement
Xxxxxxxxxx, XX 0000
---------------------- ------------- ------------- ---------------------- -------------- ------------------- -----------------

-------------- -------------------------- ---------------------------- --------------------
SECURITY FUTURE CONCESSION, RIGHT TO PURCHASE IS LANDLORD OR
DEPOSIT; REBATE, ALLOWANCE, OWNERSHIP INTEREST TENANT IN BREACH
INTEREST FREE RENT PERIOD PROPERTY OR DEFAULT?
EARNED OR OTHER CONSIDERATIONS
-------------- -------------------------- ---------------------------- --------------------
$58,666.66 None Tenant has 3 options No
to purchase the premises:
1st option 4/1/98-3/31/03;
2nd option 7/1/98-10/31/98;
3rd option 11/1/07-2/28-08
-------------- -------------------------- ---------------------------- --------------------

SCHEDULE "G"

ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS

THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS made and
executed this ___ day of ___________, 19___ by and between LANCER ASSOCIATES,
L.L.C., a New Jersey limited liability company, having an office at 000 X.
Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 ("Assignor") and XXXX-XXXX REALTY,
LP., a New Jersey limited partnership, having an address at 00 Xxxxxxxx Xxxxx,
Xxxxxxxx, Xxx Xxxxxx 00000 ("Assignee").

WHEREAS, Assignor is the owner of certain land located in the Township of
Moorestown, County of Burlington, State of New Jersey and more particularly
described on EXHIBIT A annexed hereto and made a part hereof, and the
improvements thereon (the land and improvements hereinafter collectively
referred to as the "Premises");

WHEREAS, Assignor has agreed to sell and convey to Assignee and Assignee
has agreed to purchase the Premises;

WHEREAS, the Premises is subject to certain tenant leases ("Leases") and
Landlord has possession of certain security deposits ("Security Deposits") more
fully described on EXHIBIT B attached hereto and made a part hereof; and

WHEREAS, in connection with the sale and purchase of the Premises, Assignor
has agreed to assign to Assignee the Leases and the Security Deposits and
Assignee has agreed to assume from Assignor the obligations under said Leases.

NOW, THEREFORE, in consideration of One ($1.00) Dollar and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

Assignor does by these presence assign to Assignee all of Assignor's right,
title and interest in and to the Leases and Security Deposits.

Assignee does by these presence assume and agrees to perform and discharge
all of the obligations of Assignor under and pursuant to said Leases from this
date forward.

Assignee hereby indemnifies and agrees to hold Assignor harmless from and
against any and all claims arising out of or related to the Leases or Security
Deposits accruing from and after this date, including reasonable attorneys' fees
and costs in the defense of such claims.

Assignor hereby indemnifies and agrees to hold Assignee harmless from and
against all claims arising out of or related to the Leases and Security Deposits
accruing prior to the date hereof, including reasonable attorneys' fees and
costs in the defense of such claims.

This Assignment and Assumption is binding on the parties

hereto and their respective heirs, administrators, executors and

and assigns.

IN WITNESS WHEREOF, Assignor and Assignee have each caused these presence
to be signed by its proper corporate officer as of the date first above written.

ATTEST: LANCER ASSOCIATES, L.L.C.
Assignor

__________________________ By:______________________________
Name: ___________________________
Title: __________________________

ATTEST: XXXX-XXXX REALTY, L.P.
By: Xxxx-Xxxx Realty Corporation
Assignee

__________________________ By:______________________________
Name: ___________________________
Title:___________________________

STATE OF NEW JERSEY

COUNTY OF
)
)
)

SS.:

I CERTIFY that on _______________________________ , 19__,
__________________________ personally came before me and this person
acknowledged under oath, to my satisfaction, that:

(a) this person signed, sealed, and delivered the attached document as the
_______________________________;

(b) the proper corporate seal was affixed; and

(c) this document was signed and made by the corporation as its voluntary
act and deed by virtue of authority from its Board of Directors.

______________________________

STATE OF NEW JERSEY

COUNTY OF
)
)
)

SS.:

I CERTIFY that on _____________________________, 19___,
_____________________________ personally came before me and this person
acknowledged under oath, to my satisfaction, that:

(a) this person signed, sealed, and delivered the attached document as the
_________________________;

(b) the proper corporate seal was affixed; and

(c) this document was signed and made by the corporation as its voluntary
act and deed by virtue of authority from its Board of Directors.

______________________________

STATE OF NEW JERSEY

COUNTY OF
)
)
)

SS.:
I CERTIFY that on ___________________________ , 19___,
____________________________________ personally came before me and acknowledged
under oath, to my satisfaction, that this person (or if more than one, each
person):

(a) is named in and personally signed the attached document; and

(b) signed, sealed and delivered this document as his or her act and deed.

_____________________________

EXHIBIT A

LEGAL DESCRIPTION

EXHIBIT B

LEASES AND SECURITY DEPOSITS

SCHEDULE "H"

TENANT NOTICE

Lancer Associates, L.L.C.
c/o McGarvey Development Co., Inc.
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000

[Date]

[Tenant Name]
[Tenant Address]

Re: [Property Address]

Dear Tenant:

Please be notified that Lancer Associates, L.L.C. has sold its interest in
the Property to Xxxx-Xxxx Realty, L.P. You are requested to forward all future
rent payments, additional charges, and all notices required to be given under
the Lease, to the new Landlord at the following address:

______________________________________
______________________________________
______________________________________
______________________________________

Your security deposit of $____________________________ has also been
transferred.

Sincerely,

LANCER ASSOCIATES, L.L.C.

By:___________________________
Name:_________________________

SCHEDULE "I"

ESTOPPEL CERTIFICATE

Xxxx-Xxxx Realty, L.P.
00 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000

RE: __________________________________
__________________________________ (the "Property")

The undersigned, as Tenant under that certain lease dated ________________
(the "Lease"), made with LANCER ASSOCIATES, L.L.C., as Landlord, does hereby
warrant and represent to Xxxx-Xxxx Realty, L.P. and its assigns and successors
(the "Purchaser") and to any lender or mortgagee of Purchaser with respect to
Purchaser's acquisition and financing of the Property of which the Demised
Premises (as hereinafter defined) form a part:

1. That the premises leased by Tenant (the "Demised Premises") pursuant
to the Lease are described as:

Unit(s) __________ consisting of _______________
square feet;

2. That the Lease has not been modified, changed, altered or amended in
any respect, except as set forth below. If none, state "none". A true and
complete copy of the Lease, together with any and all modifications, amendments
and/or assignments thereto, are annexed hereto as Exhibit A;

3. That the full name and current mailing address for Tenant, and the
address for all notices to Tenant, are set forth
below:

4. That the Demised Premises have been completed in accordance with the
terms of the Lease, that Tenant has accepted possession of the Demised Premises
and that Tenant now occupies the same, and is open for business. All
improvements, alterations or additions to be constructed on the Demised Premises
by Landlord pursuant to the Lease have been completed and accepted by Tenant and
any other item of an executory nature has been completed under the terms of the
Lease. All contributions required from Landlord for improvements to the Demised
Premises, if any, have been paid in full to Tenant;

5. That the original Lease term began on ________________, 19__ and will
expire on ________________________, 19__;

6. That Tenant pays rent on a current basis and rent has been paid
through _________________________________; that no rent has been paid by Tenant
for more than one month in advance; that the annual fixed rent payable to
Landlord is $_______________; that as of the date hereof, additional rent of
$_________________ is payable to Landlord on account of utility costs, real
estate taxes and operating expenses; that the base amount for such additional
rent is $_____________________________; that there is no claim or basis for an
adjustment thereto; and that the amounts of fixed and additional rent are being
paid on a current basis;

7. That Tenant has not given Landlord any notice of any claim arising
under the Lease nor any notice of a default on the part of the Landlord under
the Lease which has not been cured. There are no defaults by Landlord under the
Lease as of the date hereof. As of the date hereof, the undersigned is entitled
to no credit, no free rent, and no offset, counterclaim or deduction in rent;

8. That the Lease is not in default and is now in full force and effect
and has not been assigned nor any portion of the Demised Premises sublet except
as set forth in Paragraph 2 above, and the Lease is the only agreement between
Landlord and the undersigned regarding the Demised Premises;

9. That Tenant has paid to Landlord a security deposit of
$________________________ and Tenant has no knowledge of any claim made by
Landlord against the security deposit;

10. That Tenant has ______________ option(s) to renew the Lease for a
period of ____________________ years upon the terms set forth in the Lease, and
that none of such options have been exercised except __________________________;

11. That Tenant has no (i) option to expand into additional space in the
Property, (ii) right of first refusal or first offer of any space in the
Property, or (iii) option to acquire all or any part of the property in which
the Demised Premises are located;

12. Except as set forth on Exhibit B, Tenant does not use, store,
manufacture, generate, handle or dispose of at the Property, any chemical,
element or compound which is identified or classified as a regulated substance,
toxic substance, hazardous substance, hazardous waste, pollution, pollutant,
toxic pollutant, contaminant, solid waste or special waste ("Hazardous
Materials") under any law, ordinance, rule, regulation, order, directive or
requirement of any governmental authority ("Laws"), other than small quantities
of household cleaning and office supplies. To the extend Hazardous Materials
are set forth on Exhibit B, each of such Hazardous Materials is used, stored,
manufactured, generated, handled and disposed of in accordance with Law; and

13. Tenant's Standard Industrial Classification ("SIC") Number is
____________________.

14. That no actions, whether voluntary or otherwise, are pending against
the undersigned under the bankruptcy laws of the United States or any State
thereof.

Dated _______________, 199__

TENANT:

_____________________________

By:________________________
Name:______________________
Title:_____________________

EXHIBIT A

LEASE

EXHIBIT B

DESCRIPTION OF HAZARDOUS MATERIAL

SCHEDULE "J"

BROKERAGE COMMISSIONS

------------- -------------- ------------------- -------------- -------------- ------------------ -----------------
BROKER NAME TENANT NAME DESCRIPTION OF AGREEMENT COMMISSION PAYMENT DATE(S) EXP. OF COMM.
PREMISES OBLIGATIONS
------------- -------------- ------------------- -------------- -------------- ------------------ -----------------

GMH Realty T & N Unit 1 6% of rental As collected none
Lancer and Xxxxx
Moorestown, NJ
------------- -------------- ------------------- -------------- -------------- ------------------ -----------------

SCHEDULE "K"

INTENTIONALLY DELETED

SCHEDULE "L"

LIST OF GUARANTEES

None

SCHEDULE "M"

LIST OF CONTRACTS

None

SCHEDULE "N"

LIST OF ACTIONS

None

SCHEDULE "O"

LIST OF INSURANCE

The insurance set forth in Section 4(e) of this Agreement.

SCHEDULE "P"

SELLER'S ENVIRONMENTAL REPORTS

BLOCK 300, LOTS 1-4, FLEX BUILDINGS XXV AND XXVI, MOORESTOWN, NJ:
------------- ------------------------------------------------------------------
Date Description
------------- ------------------------------------------------------------------
9/08/97 Soil and Foundation Engineering Report prepared by Xxxxxxxxx
Engineering Company for XxXxxxxx Development
------------- ------------------------------------------------------------------

SCHEDULE "Q"

ENVIRONMENTAL MATTERS

None

SCHEDULE "R"

FORM OF GUARANTY

IN CONSIDERATION of Ten ($10.00) Dollars and other good and valuable
consideration to the undersigned, XXXXXXX X. XXXXX, XX. AND XXXX X. XXXXXXXX,
jointly and severally (collectively, "Guarantor"), in hand paid, receipt whereof
is hereby acknowledged, and in further consideration for and as an inducement to
XXXX-XXXX REALTY, L.P., a New Jersey limited partnership ("Purchaser"), to enter
into that certain Agreement of Sale ("Agreement") with LANCER ASSOCIATES,
L.L.C., as Seller ("Seller") for certain real property located in Moorestown,
New Jersey (the "Property") as more particularly described in the Agreement,
Guarantor acknowledges that it is a related person to Seller and that the sale
of the Property as contemplated in the Agreement is of material value and
benefit to Guarantor; therefore, Guarantor does hereby unconditionally,
absolutely and irrevocably guarantee to Purchaser, its successors and assigns,
the full, timely, and faithful payment and performance of all Obligations (as
defined in the Agreement) of Seller, and any damages payable to Purchaser
arising from Seller's failure to timely perform Seller's Obligations. This
Guarantee shall not require any diligence, presentment, notice of
non-performance or non-observance, or proof, or notice, or demand, whereby to
charge Guarantor, all of which Guarantor hereby expressly waives. Guarantor
expressly agrees that the validity of this Guarantee and the obligations of
Guarantor hereunder shall not be terminated, affected or impaired by reason of
the assertion by Purchaser against Seller of any of the rights or remedies
reserved to Purchaser pursuant to the provisions of the Agreement.

With respect to the payment by Seller of any sums of money to Purchaser,
including, without limitation, any damages payable to Purchaser arising from
Seller's failure to timely perform Seller's Obligations, this Guarantee is a
guarantee of payment and not of collection. With respect to non-monetary
obligations of Seller, this Guarantee is a guarantee of performance of all of
the Obligations of Seller under the Agreement. Guarantor hereby waives
exhausting of recourse against Seller or any collateral and agrees that any
action brought for the enforcement of rights under the Agreement or under this
Guarantee may, in Purchaser's discretion, be brought against Guarantor and/or
Seller jointly or severally. Guarantor hereby agrees that the failure of
Purchaser to require strict performance of any of the terms of the Agreement, or
any extension of time, concession, indulgence, or waiver of performance granted
by Purchaser shall not release Guarantor from liability under this Guarantee.
Guarantor hereby expressly agrees that no act or omission of any nature
whatsoever by Seller or Purchaser shall release Guarantor from its obligations
under this Guarantee and that the obligations of Guarantor hereunder shall be
primary, direct and unconditional irrespective of any circumstances which might
otherwise constitute a legal or equitable discharge of a guarantor or surety,
including, without limitation, (i) any extensions, removal, settlement,
compromise, waiver, or release in respect of any obligation of Seller under the
Agreement, by operation of law or otherwise, (ii) the existence of any claim,
set-off or other right which Guarantor may have at any time against Purchaser,
Seller or any other person or entity, whether in connection herewith or with any
unrelated transaction, (iii) the genuineness, validity, regularity, or
enforceability of the Agreement or any other instrument between Seller and
Purchaser, (iv) any substitution, release or exchange of any other guarantee of
or security for the Obligations, (v) the release or substitution of any one or
more of any Seller, endorser or Guarantor or any person or entity comprising any
one of them, or (vi) any Obligation shall be determined to be void or voidable.
Without limiting the generality of the provisions of this

Guarantee, Guarantor hereby specifically waives: (a) any requirement that
Purchaser protect, secure or insure any lien or any property subject thereto or
exhaust any right or take any action against Seller or any collateral or
undertake any marshalling of assets; (b) the right to direct the order of
enforcement or remedies, (c) any defense arising by reason of any claim or
defense based upon an election of remedies by Purchaser which in any manner
impairs, reduces, releases or otherwise adversely affects its subrogating,
contribution or reimbursement rights or other rights to proceed against Seller
or any collateral; (d) any duty on the part of Purchaser to disclose to
Guarantor any matter, fact or thing relating to the business, operation or
condition of the Properties (as defined in the Agreement) or Seller and its
assets now known or hereafter known by Purchaser. The obligations of Guarantor
hereunder shall survive the termination or expiration of the Agreement.

Guarantor hereby agrees that any subsequent change, modification,
amendment, extension or renewal of either of the Agreement or any of its
respective terms, covenants or conditions, may be agreed or consented to by
Purchaser or any successors in interest, without notice to or consent of
Guarantor and without in any manner releasing or relieving Guarantor from its
present or future liability under the Agreement or this Guarantee. Guarantor
agrees that notwithstanding any change, modification, amendment, extension or
renewal of the Agreement, the obligations hereunder of Guarantor shall extend
and apply with respect to the full, timely, and faithful performance and
observance of all the covenants, terms and conditions of the Agreement as
modified.

Neither Guarantor's obligation to make payment in accordance with the terms
of this Guarantee nor any remedy for the enforcement thereof shall be impaired,
modified, released or limited in any way by any impairment, modification,
release, or limitation of the liability of Guarantor or Seller or their
respective estate in bankruptcy, resulting from the obligation of any present or
future provision of the Bankruptcy Code of the United State as amended from time
to time or from the decision of any court interpreting the same, or by any
insolvency, reorganization, or dissolution. The obligations of Guarantor under
this Guarantee shall be automatically reinstated if and to the extent that for
any reason any payment or performance by or on behalf of any persons in respect
of the Obligations is rescinded or must be otherwise restored by Purchaser or
any other holder or recipient of payment or performance of the Obligations,
whether as a result of any proceedings in bankruptcy or reorganization or
otherwise, and Guarantor agrees that it will pay to Purchaser on demand all
reasonable out-of-pocket costs and expenses (including, without limitation, fees
of counsel) incurred by Purchaser in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law.

For so long as the Guarantee is in effect, Guarantor waives any rights that
Guarantor may have against Seller by reason of any one or more payments or acts
in compliance with the obligations of Guarantor under this Guarantee, and
subordinates any liability or indebtedness of Seller held by Guarantor to the
obligations of Seller to Purchaser under the Agreement.

This Guarantee shall be in effect until Seller has fully and faithfully
performed the Obligations of Seller in accordance with the terms of the
Agreement. This Guarantee shall be binding upon the undersigned and its
successors and assigns. Guarantor represents and warrants that this Guarantee
has been duly executed and delivered, and constitutes Guarantor's valid and
legally binding agreement in accordance with its terms.

This Guarantee shall be governed by, interpreted under the laws of, and
enforced in the courts of the State of New Jersey. Guarantor irrevocably
appoints Seller as its agent for the service of process related to this
Guarantee.

Guarantor hereby waives the right to a jury trial in any action or
proceeding that may hereafter be instituted by Purchaser against Guarantor with
respect to this Guarantee. Guarantor shall pay to Purchaser, all of Purchaser's
expenses, including but not limited to, reasonable attorneys' fees and costs
incurred in successfully enforcing the provisions of this Guarantee.

IN WITNESS WHEREOF, the undersigned has caused these presents to be duly
executed and sealed this ____ day of _______________, 1998.

WITNESS

______________________ __________________________
Xxxxxxx X. Xxxxx, Xx.

_______________________ _________________________
Xxxx X. XxXxxxxx

SCHEDULE "S"

PCB TRANSFORMERS

None

SCHEDULE "T"

ADJACENT PROPERTIES

ADDRESS OF PROPERTY TAX BLOCK/LOT

1. 0 Xxxxxxxx Xxxxx X.000/X.00
Xxxxxxxxxx, XX

2. 000 Xxxxxxxx Xxxxx X.000/X.0
Xxxxxxxxxx, XX

3.(a)102 Xxxxxxxx Xxxxx X.000/X.00
Xxxxxxxxxx, XX

(b)202 Xxxxxxxx Xxxxx X.000/X.00
Xxxxxxxxxx, XX

0. 000 Xxxxxxxx Xxxxx X.000/X.00
Xxxxxxxxxx, XX

5. 0 Xxxxxxxxx Xxxxx X.000/X.0
Xxxxxxxxxx, XX

6. 0 Xxxxxxxxx Xxxxx X.000/X.0
Xxxxxxxxxx, XX

7. 000 Xxxxxxxxx Xxxxx X.000/X.0
Xxxxxxxxxx, XX

8. 000 Xxxxxxxxx Xxxxx X.000/X.0
Xxxxxxxxxx, XX

9. 000 Xxxxxxxxx Xxxxx X.000/X.0 & 0
Xxxxxxxxxx, XX

10. 00 Xxxxxx Xxxx X.000/X.0
Xxxxxxxxxx, XX

11. 0000 Xxxxxx Xxxxx X.000/X.0
Xxxxxxxxxx, XX

12. 0000 Xxxxx Xxxxxx Xx. X.000/X.0 & 0
Xxxxxxxxxx, XX

13. 000 Xxxxx Xxxxxx Xxxx X.000/X.0
Xxxxxxxxxx, XX

14. 000 Xxxxx Xxxxxx Xxxx X.000/X.0
Xxxxxxxxxx, XX

15. 00 Xxxxxxx Xxxxx X.0000/X.0
Xxxxxxxxxx, XX

16. 00 Xxxxxxx Xxxxx X.0000/X.0
Xxxxxxxxxx, XX

17. 00 Xxxxxxx Xxxxx X.0000/X.0
Xxxxxxxxxx, XX

18. 0 Xxxxx Xxxx X.000.00/X.0
Xxxxxxxxxx, XX

19. 0 Xxxxx Xxxx X.000.00/X.0
Xxxxxxxxxx, XX

20. 0000 Xxxxxxxxxxxx Xxx B.346.05/L.5
West Deptford
(Thorofare)
(Gloucester County)

TABLE OF CONTENTS

PAGE

1. AGREEMENT TO SELL AND PURCHASE. . . . . . . . . . . . . . . . . . . . . 1
2. PURCHASE PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. DEPOSIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. CONSTRUCTION OF IMPROVEMENTS. . . . . . . . . . . . . . . . . . . . . . 3
5. TITLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6. REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . . . . . . . . . . . 8
7. LEASES AND TENANCIES. . . . . . . . . . . . . . . . . . . . . . . . . . 20
8. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9. CLOSING ADJUSTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 23
10. RISK OF LOSS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
11. CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
12. APPROVALS FOR TRANSFER. . . . . . . . . . . . . . . . . . . . . . . . . 27
13. DUE DILIGENCE PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . 28
14. ENVIRONMENTAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . 30
15. CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . 34
16. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
17. BROKER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
18. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
19. SURVIVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
20. INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
21. ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
22. CROSS DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
23. ESCROW AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
24. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
25. GUARANTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
26. ROLLBACK TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
27. SELLER'S RIGHT TO EXCHANGE PROPERTY . . . . . . . . . . . . . . . . . . 48

SCHEDULE "A" - PREMISES
SCHEDULE "A-1"- DEPICTION OF PREMISES
SCHEDULE "B" - LIST OF PLANS AND SPECIFICATIONS
SCHEDULE "C" - FORM OF LETTER OF CREDIT
SCHEDULE "D" - PERMITTED ENCUMBRANCES
SCHEDULE "E" - SURVEY REQUIREMENTS
SCHEDULE "F" - LIST OF TENANTS AND LEASES
SCHEDULE "G" - ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS
SCHEDULE "H" - TENANT NOTICE
SCHEDULE "I" - ESTOPPEL CERTIFICATE
SCHEDULE "J" - BROKERAGE COMMISSIONS
SCHEDULE "K" - INTENTIONALLY DELETED
SCHEDULE "L" - LIST OF GUARANTEES
SCHEDULE "M" - LIST OF CONTRACTS
SCHEDULE "N" - LIST OF ACTIONS
SCHEDULE "O" - LIST OF INSURANCE
SCHEDULE "P" - SELLER'S ENVIRONMENTAL REPORTS
SCHEDULE "Q" - ENVIRONMENTAL MATTERS
SCHEDULE "R" - FORM OF GUARANTY
SCHEDULE "S" - PCB TRANSFORMERS
SCHEDULE "T" - ADJACENT PROPERTIES

AGREEMENT OF SALE

BETWEEN

LANCER ASSOCIATES, L.L.C.,

AS SELLER

AND

XXXX-XXXX REALTY, L.P.,

AS PURCHASER

Document Metadata

Table of Contents

AGREEMENT OF SALE AGREEMENT made this day of January, 1998, by and between LANCER ASSOCIATES, L.L.C., a New Jersey limited liability company, having an office at 840 N. Lenola Road, Moorestown, New Jersey 08057 (hereinafter called "Seller"), and...

Document Metadata