Real Est



EXHIBIT 10.4


REAL ESTATE AGREEMENT





     AGREEMENT made as of this 26TH day of June, 2002, by and between GEORGE
MACRICOSTAS and STEPHEN MACRICOSTAS, AS TENANTS IN COMMON, both c/o Fred L. Baker, Esq., 24 Delay Street,
Danbury, CT 06810 (hereinafter collectively referred to as the "Seller") and PHOTRONICS, INC., a Connecticut
corporation with an office and place of business at 15 Secor Road, Brookfield, Connecticut 06804
(hereinafter referred to as the "Buyer")



W I T N E S S E T H :



     l.  PROPERTY.  The Seller hereby agrees to sell and convey, and the Buyer
hereby agrees to purchase the real property and improvements known as 6 Fairfield Drive, in the Town of Brookfield, County of
Fairfield, and State of Connecticut, hereinafter also referred to as the "Premises", specifically described in Schedule
A annexed hereto and made a part hereof, together with and subject to all easements, rights-of-way, privileges and
appurtenances thereto, all as shown on Schedule A together with any strips, gores and other rights pertaining to the Premises and
all right, title and interest of the Seller, if any, in and to any stream or body of water, bounding said Premises, and all of the
Seller's right, title and interest, if any, in the bed of any abandoned street or road in front of or adjoining the Premises. 
Seller hereby represents and covenants that it is the sole record‐owner in fee simple of the Premises.





     2.  PURCHASE PRICE.  The purchase price is TWO MILLION, TWO HUNDRED THOUSAND
AND NO/100 DOLLARS ($2,200,000.00), which the Buyer agrees to pay as follows:





     (a)  Cash or check drawn on a Connecticut bank

            reasonably acceptable to Seller, payable to the

            Seller upon the signing of this
Agreement;                                     $0.00




     (b)  In cash or by unendorsed certified check or

            unendorsed bank or cashier's check drawn

            on a Connecticut bank reasonably

            acceptable to Seller, or by wire transfer of

            immediately available funds, and payable

            directly to the order of Seller or to such person

            or entity or persons or entities as Seller, or

            to such account as Seller, may designate in

            writing, or any combination hereinabove

            described, at the time of
closing;                                         $2,200,000.00






                                                                                           Total    
$2,200,000.00



     3.  FIXTURES.  Included in this sale for the aforesaid purchase price are all
buildings, fixtures and improvements attached to or appurtenant to or used in connection with the Premises, excepting therefrom all
personal property and fixtures owned by tenants at the Premises.





     4.  CLOSING AND POSSESSION.  The closing shall take place on or before June
30, 2002, at the offices of Gager & Peterson, LLP, 2 Stony Hill Road, Bethel, Connecticut, at which time a deed to and
exclusive possession of said Premises shall be delivered to the Buyer upon payment of the aforesaid purchase price.





     5.  CONVEYANCE.  The Seller shall deliver to the Buyer, at the time of
closing, a deed of conveyance to the Premises, which shall be a full covenant Warranty Deed, duly executed and acknowledged,
conveying a good and marketable title in fee simple in and to the Premises, free and clear of all encumbrances and exceptions,
except as set forth in this Agreement.  At the closing, the Seller shall deliver the amount of the Connecticut real estate
conveyance taxes imposed with respect to this transaction.





     6.  ADJUSTMENTS.  Property taxes and municipal assessments shall be
apportioned according to local custom as of the date of closing. Water charges, fuel value, and rents, if any, shall also be
adjusted as of said date.  Should any tax or assessment be undetermined on the date of the closing of title, the last
determined tax or assessment shall be used for the purposes of the apportionment, subject, however, to later readjustment if the
final amount due differs substantially from the amount apportioned. 





     7.  TITLE EXCEPTIONS.  The Premises shall be conveyed to and accepted by the
Buyer subject to:





          (a)  Building lines if established, zoning and building
regulations, and any and all provisions of any ordinance, governmental regulation or public or private law affecting said Premises;
subject to Buyer's satisfaction with the Premises' compliance with the same pursuant to the terms of Section 11 hereof.





          (b)  Property taxes of the Town of Brookfield on the List
of 10/1/01, and any existing municipal assessments, commencing with the tax payment and/or assessment or installment thereof next
due after the date of closing, which the Buyer shall by acceptance of the deed assume and agree to pay, subject to adjustment as
hereinbefore stated.





          (c)  Any riparian rights of others in any stream or body
of water adjoining or passing through said Premises.





          (d)  Any and all assessments which may, on or after the
date hereof, be levied against or become a lien on said Premises for any municipal improvements hereafter made.





          (e)  Any state of facts shown on an accurate survey of the
Premises.





          (g)  Any covenants, easements and restrictions of record
which do not materially and adversely affect the use of the Premises subject to Buyer’s review and approval of the same
pursuant to Section 8B hereof.





          (h)  Those matters are set forth in Schedule
A attached hereto and made a part hereof.





     8.  TITLE.





          A.  TITLE DEFECT.  If because of a defect in the
title to the Premises Seller shall be unable on the date of closing to convey title as required hereunder, the closing date shall
be extended for a period of not more than thirty (30) days to permit Seller to perfect title.  If at the end of said thirty
(30) day period Seller, after using its best efforts, shall not have perfected title, then the Buyer may elect to accept such title
as Seller can convey upon payment of the purchase price or Buyer, on that ground, may reject acceptance of the deed of
conveyance.  Upon such rejection all sums paid hereunder by Buyer shall be repaid by Seller to Buyer.  Upon receipt of
such payment by Buyer or Buyer's attorney, this Agreement shall terminate and become null and void and the parties hereto shall be
released and discharged of all further claims and obligations each to the other hereunder.





          It is agreed that no matter shall be considered to be a defect in
title if under applicable provisions of the Standards of Title of the Connecticut Bar Association such matter is not considered to
be a defect in title without curative action or if a title insurance company licensed to do business in Connecticut will issue a
commitment to provide an owner's and mortgagee's policy at standard rates without exception for such item or insuring against loss
or damage arising therefrom.




          B.  TITLE SEARCH AND CERTIFICATION; SURVEY.  Buyer
shall procure at its expense any title search, title certification, or survey desired by it or any lender providing mortgage
financing for this transaction.  The Buyer shall deliver to Seller a copy of said title search or certification within thirty
(30) days after the date of this Agreement and shall simultaneously give Seller written notice of any title defect or any
encumbrance which is unsatisfactory to Buyer.  The Buyer shall be deemed to have waived objection to any title defect not
specified in such notice that is either set forth in such title search or certification, or is otherwise known to Buyer.





     9.  SELLER'S AFFIDAVIT.  The Seller agrees to execute, at the time of closing
of title, an affidavit (a) verifying the non‐existence of mechanics' and materialmen's liens (or Waiver of Mechanic's Lien as
provided in the following section), (b) verifying the non‐existence of any tenants' rights, except as set forth herein, (c)
verifying the non‐existence of any security interests in personal property and fixtures being sold with the Premises, (d)
that the Seller has no notice of any facts or circumstances not of record which could give rise to the claim of any third party to
rights of adverse possession or use over the Premises or any part thereof in derogation of Seller's title, and (e) to the extent of
Seller's knowledge, updating any available survey, which survey Seller agrees to provide to Buyer on or before closing.





     10.  WAIVER OF MECHANIC'S LIEN.  If any work has been done or material
furnished on the Premises within ninety (90) days prior to closing on behalf of Seller for which a lien could be filed, the Seller
agrees to deliver to the Buyer at the closing evidence of payment of such claims or absolute waivers of mechanic's liens. 
Failure to do so shall constitute a representation that no such work has been done nor any materials furnished.





     11.  TAX DEFERRED EXCHANGE.  Buyer hereby acknowledges that it is the
intention of one or both of the Sellers to complete an I.R.C. Section 1031 exchange in a manner which will not delay the closing or
cause additional expense to the Buyer.  The Seller’s rights and obligations under this agreement may be assigned to an
Intermediary of the Seller’s choice for the purpose of completing such an exchange.  Buyer agrees to cooperate with the
Seller and the Intermediary in the implementation of the exchange.  Cooperation means that Buyer will consent to an assignment
of this agreement by Seller to the Intermediary, agree to release the Intermediary from any claim made by Buyer, and agree to any
other appropriate action or execution of any other document which does not create additional liability or expense, but such
cooperation shall not require Buyer to take title to any other property or to assume additional liabilities.





     12.  RISK OF LOSS.  If a condemnation proceeding is instituted against the
Premises or any portion thereof, or if all or a portion of the Premises is substantially damaged by fire or other casualty, prior
to closing, and if the Seller does not at its option agree to repair or replace any such loss or damage, the Buyer may terminate
this Agreement upon written notice to the Seller, whereupon the Seller shall return the deposit monies to the Buyer and the parties
shall have no further liabilities or obligations hereunder.  If the Buyer does not so terminate this Agreement, this Agreement
shall continue to be effective, and the Seller shall assign to the Buyer at closing all of the Seller's right to receive any award
for such condemnation or insurance proceeds as a result of such damage (as the case may be), together with all of the Seller's
rights to litigate such claim and to negotiate a settlement with the condemning authority or the insurance carrier.





     13.  DEFAULTS.



          A.  If the Seller materially breaches this Agreement prior to
closing, the sole liability of the Seller shall be (and the remedies of the Buyer shall be limited to) either, at the option of the
Buyer, (i) the return by the Seller of the Buyer of the deposit monies (in which case this Agreement shall become null and void,
and the parties shall have no further liabilities or obligations hereunder), or (ii) a suit by the Buyer against the Seller for
specific performance only.





          B.  If the Buyer materially breaches this Agreement prior
to closing, the deposit monies shall be paid in full to the Seller either, at the option of the Seller, (i) as liquidated damages
for such breach, in which event this Agreement shall become null and void, and the parties shall have no further liabilities or
obligations hereunder; or (ii) as monies to be applied to the Seller's damages to be sought by Seller in a suit against Buyer.





     14.  BROKERAGE.  The Buyer represents that no agent or broker has called its
attention to said Premises, showed them to it or any representative of it or in any manner dealt with it or them or been
instrumental in effecting this transaction.  The Buyer agrees to save the Seller harmless from any loss, expense or liability
from any commission claim by any broker or agent by virtue of alleged dealings had by such claimant with the Buyer or a
representative of the Buyer, provided the Buyer shall be notified immediately of any such claim and may undertake the defense
thereof.  The Seller represents to the Buyer that it has not entered into any listing agreement with any agent or broker which
would entitle such agent or broker to a commission in connection with this transaction.  The Seller agrees to save the Buyer
harmless from any loss, expense or liability from any commission claim by any broker or agent by virtue of any such listing
agreement.





     15.  NOTICE.  All notices hereunder shall be in writing and shall be deemed to have
been properly given if personally delivered or sent by private overnight express carrier, such as Federal Express, next business
day delivery, charges prepaid, addressed to the addresses set forth above.  Notices by the parties may be given on their
behalf by their respective counsel.  Notice shall be deemed to have been given upon the date of delivery, if personally
delivered, or one (1) business day after the date of deposit if sent by private overnight express carrier, such as Federal Express,
next business day delivery.





     16.  NON‐FOREIGN PERSON.  Seller represents that Seller is not a foreign
person as that term is used in Section 1445(b)(2) of the Internal Revenue Code of 1954, as amended, and Seller agrees to execute an
affidavit to that effect and furnish Seller's Taxpayer Identification Number on or before the closing of title.





     17.  COMPLIANCE WITH IRC SECTION 6045.  Seller agrees to provide at closing
such information as is necessary to complete an IRS Form 1099, including, without limitation, current address, forwarding address
and taxpayer identification number.





     18.  COMPLETE AGREEMENT.  It is understood and agreed that this written
Agreement (including Schedule A, and any other schedule or schedules attached hereto) constitutes the entire contract
between the parties hereto, and that no oral statements or contract promises or understanding not embodied in this writing shall be
valid.





     19.  SELLER’S REPRESENTATIONS AND WARRANTIES.  In
consideration of the foregoing and as an inducement for Buyer to enter into this Agreement, the Seller hereby represents and
warrants to the best of its knowledge and belief:


          A.  It has delivered to the Buyer copies of any and all
environmental or engineering reports relating to the Premises which Seller has in its possession.





          B.  It has disclosed to Buyer any and all claims, notices
of violation, orders and/or other actions, pending or threatened, which pertain to the Premises.





     20.  WAIVER AND RELINQUISHMENT OF CLAIMS.  The Buyer has inspected the
Premises and become thoroughly acquainted with the condition of the Premises.  The Buyer acknowledges that neither the Seller
nor any person acting or purporting to act for the Seller has made or now makes any representations or warranties except as
expressly set forth herein, and that the Seller is unwilling to make any representations and has held out no inducements to the
Buyer  other than those specifically set forth herein.  Without limiting the generality of the foregoing, the Buyer has
not relied on any representations or warranties and, except as specifically set forth in this Agreement, the Seller has not made
any representations or warranties in either case, express or implied, as to (i) the current or future assessment or valuation of
the Premises; (ii) the compliance of the Premises, in its current or any future state, with applicable zoning ordinances and the
ability to obtain a variance in respect to any non-compliance with said zoning ordinances; (iii) the availability of any financing
for the purchase, alteration, rehabilitation or operation of the Premises from any source, including but not limited to state, city
or federal government or any institutional lender; or (iv) any other matter or thing affecting or relating to the Premises. 
The Seller is not liable or bound in any manner by any verbal or written statements, representations, or information pertaining to
the Premises or the operation, layout, expenses, condition, income, leases or rents furnished by any agent, employee, or other
person, unless the same are specifically set forth herein.  Subject to the provisions of Subsection 19 above, the Buyer agrees
to take the Property “AS-IS”, “WHERE-IS”, and in its present condition, subject to reasonable use, wear and
tear, and (subject to Section 12 above) due to a taking by condemnation or eminent domain, and due to natural deterioration between
the date hereof and the closing.  The Buyer  hereby waives and relinquishes any and all claims against the Seller except
as may arise from express representations.  Furthermore, Buyer acknowledges and agrees that as of the closing date, it shall
assume any and all obligations pertaining to the Premises, and will indemnify and hold the Seller harmless from and against any and
all claims arising therefrom.





     21.  SURVIVAL OF RIGHTS.  Delivery and acceptance of the deed shall constitute
full compliance by the Seller with all terms, covenants, conditions and agreements contained herein or connected with this
transaction, except for the warranties contained in the deed.





     22.  INTERPRETATION.  Words of any gender used in this Agreement shall be
deemed to include any other gender and words in the singular number shall be deemed to include the plural when the sense of the
words requires the same.





     23.  SUCCESSION.  This Agreement shall be binding upon the parties hereto and
their respective heirs, representatives, successors and assigns, and shall inure to the benefit of the Seller's successors and
assigns.  Notwithstanding the foregoing, this Agreement may not be assigned by Buyer without the express prior written consent
of the Seller which may be withheld at Seller's discretion.





     24.  EXECUTION OF AGREEMENT.  This Agreement shall not be enforceable against
Seller or Buyer unless and until all parties have affixed their signatures hereto.





     25.  CONFIDENTIALITY.  The Buyer agrees that any and all information obtained
by the Buyer, its agents, representatives and employees, in connection with any examinations and inspections of the Premises will
be held in confidence by the Buyer and its agents, representatives and employees and will not be disclosed to anyone without the
prior written consent of the Seller.  In the event this Agreement is terminated prior to closing, the Buyer will return to the
Seller any documents and other materials received from the Seller.  The Buyer shall indemnify, defend and hold the Seller
harmless from any loss, damages, costs or expenses (including reasonable attorney’s fees) arising as a result of the
Buyer’s breach of this Section 25.





     26.  MISCELLANEOUS.





          A.  This Agreement shall not be recorded in the land
records of the Town of Brookfield or in any other office or place of public record.  Any such recording without the Seller's
consent shall constitute a breach of this Agreement and at Seller's option shall cause this Agreement to become immediately null
and void.





          B.  This Agreement shall be governed and construed in
accordance with the laws of the State of Connecticut.





          C.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
instrument.





          D.  Any and all captions used as headings for the various
subject matters covered in this Agreement are used only as a matter of convenience as an aid to finding the subject matters and are
not to be construed as part of this Agreement and shall not in any way limit or amplify the terms or provisions hereof.






     IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, or caused the same to be
signed and sealed, the day and year first above written.





SELLER:





      /s/ George Macricostas   L.S.

         George Macricostas





     /s/ Stephen Macricostas   L.S.

       Stephen Macricostas



BUYER:

PHOTRONICS, INC.





BY  /s/  James A.
Eder               

           James A. Eder

        Its Vice President











SCHEDULE A



     All those certain pieces or parcels of land, situated in the Town of Brookfield, County of Fairfield
and State of Connecticut, being designated as Lot 3 on a certain map entitled “Map of Property Prepared for Secor Development
Co. at Brookfield, Conn., Jan. 30, 1979, revised May 15, 1979, Total Area = 27.172 Ac.”, which map was prepared by and
certified substantially correct by John M. Farnsworth & Associates, #3743, and which map is on file in the office of the Town
Clerk of said Town of Brookfield in Map Book 15 at Page 47.





     SUBJECT TO:



1.  Taxes on the List of October 1, 2001 and thereafter, not yet due and payable.





2.  Facts on Map Nos. 9-57 and 15-47.





3.  Easement to Connecticut Light and Power Company recorded in Volume 166 at Page 179 of the Brookfield Land
Records.





4.  Variance granted by the Town of Brookfield recorded 9-15-1998 in Volume 341 at Page 761 of the Brookfield Land
Records.





5.  Easement to The Danbury and Bethel Gas & Electric Light Company dated 5-13-1940 and recorded in Volume 32 at
Page 319 of the Brookfield Land Records.





6.  Effect, if any, of an easement and right of way to The Rocky River Realty Company dated 3-3-1954 and recorded in
Volume 42 at Page 181 of the Brookfield Land Records.





7.  An easement in favor of the Town of Brookfield dated 7-16-1980 and recorded in Volume 136 at Page 841 of the
Brookfield Land Records.