Contract, dated as of January 13, 2006, between Embassy Industries, Inc. and
      J. D'Addario & Company, Inc.


    

      CONTRACT
        OF SALE

       

       

      


      EMBASSY
        INDUSTRIES, INC.,

      


      Seller

      


      


       

      -with-

      


       

      


      J.
        D'ADDARIO & COMPANY, INC., 

      


      Purchaser

    

     

    
      
 

      
        	
                Premises:

              	
                300
                  Smith Street

                Farmingdale,
                  New York 11735

              


      

       

       

      


      


      


      


      Certilman
        Balin Adler & Hyman, LLP

      90
        Merrick Avenue

      East
        Meadow, New York 11554

       

      
        
          

        

      

      
      


      
      

      CONTRACT
        dated
        as
        of January 13, 2006, by and between EMBASSY
        INDUSTRIES, INC., a
        New
        York Corporation, having its principal office at 300 Smith Street, Farmingdale,
        New York 11735 (“Seller”), and J.
        D'ADDARIO & COMPANY, INC., a
        New
        York corporation, having its principal office at 595 Smith Street, Farmingdale,
        New York 11735 (“Purchaser”).

      


      WITNESSETH:

      


      WHEREAS,
        Seller
        owns a parcel of land with the improvements erected thereon, as
        follows:

      


      being
        in
        Farmingdale, Town of Babylon, County of Suffolk, State of New York; known
        by the
        street address 300 Smith Street, Farmingdale, New York; and designated as
        District 100; Section 5; Block 1; Lot 11 on the Land and Tax Map of Suffolk
        County, as more particularly described on Schedule A annexed hereto (the
        “Property”);

      


      WHEREAS,
        Seller
        desires to sell to Purchaser and Purchaser desires to purchase from Seller,
        the
        Premises (as hereinafter defined) on the terms and conditions set forth
        herein;

      


      NOW,
        THEREFORE, in
        consideration of these premises and the mutual covenants, the parties hereby
        covenant and agree as follows:

       

      SECTION
        1  

      SALE
        OF PREMISES AND ACCEPTABLE TITLE

      


      1.1  Seller
        shall sell to Purchaser and Purchaser shall purchase from Seller, at the
        price
        and upon the terms and conditions set forth herein: (a) the Property, (b)
        all
        buildings (the “Buildings”) and improvements, if any, situated thereon
        (collectively, the “Improvements”) (c) all right, title and interest of Seller,
        if any, in and to the land lying in the bed of any street or highway in front
        of
        or adjoining the Property to the center line thereof and to any unpaid award
        for
        any taking thereof by condemnation, or any damage to the Property by reason
        of a
        change of grade of any street or highway; (d) the appurtenances, (e) all
        right,
        title and interest of Seller, if any, in and to the fixtures equipment and
        other
        personal property attached to the Buildings and/or listed on Schedule B attached
        hereto; (f) all right, title and interest of Seller, if any, to all leases,
        licenses and other occupancy agreements presently or hereinafter entered
        into
        covering or affecting the Property together with any security deposit(s)
        held by
        Seller pursuant thereto; and (g) all licenses, permits certificates and the
        like
        pertaining to the ownership, use and occupancy of the Property (collectively,
        the “Personal Property”). The Property, the Improvements, the Personal Property
        and the other interests being sold and purchased as provided in this subsection
        1.1 are referred to, collectively, as the “Premises”.

       

      1.2  A.
        Seller
        shall convey and Purchaser shall accept fee simple title to the Premises
        in
        accordance with the terms of this Contract, subject only to (a) the matters
        (“Permitted Exceptions”) set forth in Schedule C attached to and made a part of
        this Contract and such other matters as Purchaser has agreed to take subject
        to,
        or is deemed to have taken subject to, and (b) such other matters as any
        reputable title insurance company licensed to do business in the State of
        New
        York (the “Title Company”) shall be willing, without special premium, to omit as
        exceptions to coverage or to except with insurance against collection out
        of, or
        enforcement against the Premises

       

      
        
          

        

      

      
      

       

      B.  Within
        twenty (20) days after the date of this Contract, Purchaser shall deliver
        to
        Seller’s attorneys, a title commitment (the “Title Commitment”) from the Title
        Company. In the event the Title Commitment sets forth exceptions to title
        to
        which Purchaser objects which are not set forth on Schedule C (a “Title
        Defect”), Purchaser shall notify Seller within ten (10) days thereafter of the
        Title Defect. Delivery of a title report to Seller shall satisfy Purchaser's
        obligations hereunder.

       

      C.  Seller
        shall be entitled to a reasonable adjournment of the Closing Date up to sixty
        (60) days, in order to give Seller an opportunity to remove any Title Defect,
        however, Seller shall not be required to bring any action or proceeding or
        otherwise incur any expense in excess of $37,500.00 to remove any Title Defect.
        The existence of any taxes, liens, or encumbrances, other than the Permitted
        Exceptions, shall not be objections to title if properly executed instruments
        necessary to satisfy the same are delivered to the Title Company at or before
        the Closing, together with recording and filing fees, if any, so that the
        Title
        Company may omit such taxes, liens, or encumbrances from its schedule of
        exceptions to title. If the Premises or any part thereof is subject to any
        lien,
        the amount of which has not been fixed, the same shall not be a Title Defect
        provided the Title Company shall insure Purchaser against collection of such
        lien from the Premises or from Purchaser.

       

      D.  In
        the
        event there exists any Title Defect which Seller is unable to cure as described
        in paragraph (C) above at the time of Closing, Purchaser shall have the option
        of (i) closing title, notwithstanding such Title Defect, without any abatement
        of the Purchase Price, or (ii) canceling this Contract by written notice
        to
        Seller within ten (10) days after Purchaser receives written notice from
        Seller
        that it will be unable or unwilling to cure such Title Defect. In the event
        Purchaser elects to cancel this Contract by reason of the foregoing, the
        Downpayment (as hereinafter defined in Section 15) shall be returned promptly
        to
        Purchaser and neither party under this Contract shall have any further
        obligation to the other, except that Purchaser and Seller shall continue
        to
        remain liable under the provisions of subsection 3.3.D & E, Section 12 and
        subsection 16.1 hereof.

       

      1.3  Responsibility
        for Violations. 

       

      A. Except
        as
        provided herein, all notes or notices of violations of law or governmental
        ordinances, orders or requirements which were noted or issued prior to the
        date
        of this Contract by any governmental department, agency or bureau having
        jurisdiction as to conditions affecting the Premises shall be removed by
        or
        complied with by Seller. If such removal or compliance has not been completed
        prior to the Closing, and the reasonable value is less than $25,000.00, Seller
        shall pay to Purchaser at the Closing the reasonably estimated unpaid cost
        to
        effect or complete such removal or compliance, and Purchaser shall be required
        to accept title to the Premises subject thereto. All such notes or notices
        of
        violations noted or issued on or after the date of this Contract shall be
        the
        sole responsibility of Purchaser.

       

      
        
          

        

      

      
      

      B.  If
        required, Seller, upon written request by Purchaser, shall promptly furnish
        to
        Purchaser written authorizations to make any necessary searches for the purposes
        of determining whether notes or notices of violations have been noted or
        issued
        with respect to the Premises.

       

      SECTION
        2  

      PURCHASE
        PRICE AND DOWNPAYMENT

      


      2.1  The
        purchase price (“Purchase Price”) to be paid by Purchaser to Seller for the
        Premises is SIX
        MILLION FIVE HUNDRED THOUSAND AND 00/100 ($6,500,000.00)
        DOLLARS.
        

       

      2.2  Upon
        execution of this Contract, Purchaser shall pay to Seller SIX
        HUNDRED FIFTY THOUSAND AND 00/100 ($650,000.00) DOLLARS, by
        check,
        subject to collection, payable to the order of, or by wire transfer to,
        CERTILMAN BALIN ADLER & HYMAN, LLP, AS ATTORNEY (the “Escrow Agent”), who
        shall hold and disburse the proceeds and interest earned thereon, if any,
        (the
“Downpayment”) in accordance with the provisions of Section 15 hereof.


       

      2.3  On
        the
        Closing Date (as such term is defined herein), Purchaser shall pay to Seller
        or
        its designees the balance of the Purchase Price, in the amount of FIVE
        MILLION EIGHT HUNDRED FIFTY AND 00/100 ($5,850,000.00)
        DOLLARS,
        after
        receiving credit for the Downpayment. 

       

      2.4  All
        sums
        which are to be paid to Seller under this Contract shall be paid by unendorsed
        certified or cashier’s checks drawn on a bank which is a member of the New York
        Clearinghouse, or by wire transfer. Upon two (2) days’ oral notice from Seller,
        Purchaser shall deliver separate checks at Closing or make separate wire
        transfers in the number and amounts requested by Seller as designated in
        such
        notice.

       

      SECTION
        3  

      INVESTIGATION
        PERIOD AND CLOSING DATE

      


      3.1  A.
        Purchaser shall have a period of forty-five (45) days from the date hereof
        (the
“Investigation Period”) within which it may conduct investigations and studies
        concerning the Premises. (Such investigations and studies are hereinafter
        referred to as the “Purchaser’s Investigation Period Permitted Activities”). Any
        report prepared by a party other than Purchaser in performing such
        investigations shall hereinafter be referred to as a “Report”. Purchaser’s
        Investigation Period Permitted Activities shall be performed pursuant to
        the
        provisions of subsection 3.2 below.

       

      B.  During
        the Investigation Period, Purchaser shall have the opportunity to thoroughly
        inspect the Premises which inspection may include, but shall not be limited
        to
        (i) an environmental survey and/or assessment to determine the existence
        of
        pollutants and/or contaminants and/or hazardous and/or toxic substances,
        materials and/or chemicals as defined in Environmental Laws (defined in
        subsection 16.2) (hereinafter referred to collectively or individually as
        “Hazardous Substances”), (ii) inspection of underground storage tanks, (iii)
        compliance with all applicable laws, statutes, rules and regulations imposed
        by
        any relevant governmental authority having jurisdiction over the Premises,
        (iv)
        storm water drain tests and soil borings; and (v) all other matters reasonably
        affecting or reasonably related to the transaction as may be appropriate.
        

       

      
        
          

        

      

      
      

       

      C.  If,
        at or
        prior to the expiration of the Investigation Period, Purchaser shall not
        be
        fully satisfied, in Purchaser’s reasonable discretion, as to the suitability of
        the Premises and all factors concerning same, then, in such event, Purchaser
        shall have the right to cancel this Contract by notice to Seller on or before
        the last day of the Investigation Period (such date hereinafter referred
        to as
        the “Investigation Period Notice Date”). In such event, any Report prepared in
        connection therewith shall be delivered to Seller. Any notice purporting
        to
        cancel this Contract pursuant to the provisions of this subsection 3.1C after
        the Investigation Period Notice Date shall be void and of no force and effect.
        In the event Purchaser cancels this Contract, as provided herein, the sole
        liability of Seller shall be to cause the Escrow Agent to refund the Downpayment
        within ten (10) days after receipt of Purchaser’s cancellation notice and all
        Reports. Upon such reimbursement, this Contract shall be null and void and
        the
        parties hereto shall be relieved of all further obligations and liabilities
        other than any arising under subsection 3.2D and Section 12 hereof.

       

      D.  In
        the
        event Purchaser does not cancel this Contract as provided in subsection 3.1C,
        then, in such event, Seller and Purchaser shall proceed with the transaction
        contemplated herein in accordance with the terms hereof.

       

      3.2  A.
        “Purchaser’s
        Investigation Period Permitted Activities” shall be performed and conducted at
        Purchaser’s sole cost and expense and in all respects in a commercially
        reasonable manner by Purchaser, its employees, agents, and independent
        contractors. In connection with the foregoing, and for the purpose of conducting
        and performing Purchaser’s Permitted Activities, Purchaser and its employees,
        agents, and independent contractors shall have the right and license, during
        the
        Investigation Period, to enter onto the Premises as described in section
        3.2B
        below.

       

      B.  In
        order
        to obtain entry to the Premises where necessary to perform Purchaser’s
        Investigation Period Permitted Activities, Purchaser and its employees, agents,
        and independent contractors and representatives shall notify by telephone,
        Joseph Giacalone, a representative of Seller, at (631) 694-1800, of the identity
        of each of the parties intending to enter the Premises and the approximate
        period of time during which they will be located on the Premises. Seller
        shall
        coordinate each and every entry by Purchaser and/or its agents upon the
        Premises. In the event Purchaser's investigation determines that environmental
        remediation is required, Seller agrees to pay for remediation in an amount
        not
        to exceed $25,000.00 or, alternatively, credit Purchaser at closing an amount
        not to exceed $25,000.00.

       

      C.  Prior
        to
        any entry upon the Premises to conduct any inspection, Purchaser shall furnish,
        or cause its contractors or agents to furnish, to Seller, evidence of insurance
        insuring Seller from and against liability resulting from injury to or death
        of
        any person or persons and damage to or destruction of property, in an amount
        not
        less than THREE MILLION ($3,000,000.00) DOLLARS, combined single
        limits.

       

      D.  Purchaser
        shall indemnify, protect, save, defend and hold forever harmless Seller from
        and
        against all liabilities, obligations, claims, damages, judgments, awards,
        penalties, costs, and expenses including, without limitation, reasonable
        attorney’s fees and court costs at all levels of proceedings, which Seller may
        incur, suffer or sustain, or for which Seller may become obligated or liable
        by
        reason of any act or omission on the part of Purchaser, its employees, agents,
        and/or independent contractors in the performance of conduct of Purchaser’s
        Investigation Period Permitted Activities or by reason of any injury to or
        death
        of persons or loss of or damage to property in connection with, or as a result
        of, any such entry or entries upon or use of the Premises by Purchaser, its
        employees, agents, and/or independent contractors in connection with Purchaser’s
        Investigation Period Permitted Activities or as a result of any liens for
        labor
        or services performed and/or materials furnished by or for the account of
        Purchaser in respect of the Premises. In the event this Contract terminates
        for
        any reason, Purchaser shall also be obligated to restore the Premises to
        the
        condition in which it existed prior to the commencement of Purchaser’s
        activities thereon. The provisions of this subsection 3.2D shall survive
        any
        termination of this Contract.

       

      
        
          

        

      

      
      

      3.3  Except
        as
        otherwise provided in this Contract, the closing of title pursuant to this
        Contract (the “Closing”) shall take place at the office of Seller’s counsel or
        the office of counsel to Purchaser’s lending institution, if any, on or about
        June 1, 2006. (The actual date of the Closing is hereinafter referred to
        as the
“Closing Date”).

       

      SECTION
        4  

      REPRESENTATIONS
        AND WARRANTIES OF SELLER

      


      Seller
        warrants and represents to Purchaser as of this date and at Closing as
        follows:

      


      4.1  Except
        with respect to the Lending Agreements, as such term is hereinafter defined,
        neither the execution of this Contract nor the consummation by Seller of
        the
        transactions contemplated by this Contract will (a) conflict with, or result
        in
        a breach of, the terms, conditions or provisions of, or constitute a default,
        or
        result in a termination of, any agreement or instrument to which Seller is
        a
        party, (b) violate any restriction to which Seller is subject, or (c) result
        in
        the creation of any lien, charge or encumbrance upon the Premises or any
        part
        thereof.

       

      4.2  Seller
        is
        a corporation, duly organized, validly existing and in good standing under
        the
        laws of the State of New York, authorized to conduct business in the State
        of
        New York, and is the sole owner of the Premises.

       

      4.3  Except
        with respect to the Lending Agreements as such term is hereinafter defined,
        Seller has all requisite power and authority, has taken all actions required
        by
        its organizational documents and applicable law, and has obtained all consents
        which are necessary to authorize or enable it to execute and deliver this
        Contract and to consummate the transactions contemplated in this Contract.
        The
        individual executing this Contract on Seller’s behalf has been duly authorized
        and is empowered to bind Seller to this Contract.

       

      4.4  Seller
        has not filed for relief as a debtor under any state receivership laws or
        federal bankruptcy laws.

       

      4.5  Seller
        has no actual knowledge of any assessment payable in annual installments,
        or any
        part thereof, which has become a lien on the Premises.

       

      4.6  Seller
        is
        not a "foreign person" as defined in the Internal Revenue Code Withholding
        Section.

       

      4.7  Seller
        has no actual knowledge of any action or proceeding or governmental
        investigation pending or threatened against or relating to Seller or the
        Premises.

       

      
        
          

        

      

      
      

      4.8  Seller
        has not received written notice of any condemnation or taking of the Premises
        and has no knowledge of any pending or threatened condemnation or
        taking.

       

      4.9  To
        Seller's knowledge, there are no management, service, equipment, supply,
        security, maintenance, concession or other agreements with respect to or
        affecting the Premises (herein collectively called "Service Agreements")
        which
        cannot be cancelled prior to Closing.

       

      4.10  To
        the
        best of Seller's knowledge, there is (i) no litigation, proceeding or
        investigation pending against or affecting Seller or the Premises that might
        affect or relate to (a) the validity of this Contract, (b) any action taken
        pursuant hereto, or (c) the Premises or any part or the operation thereof,
        whether or not fully covered by insurance, (ii) no mechanic's lien against
        the
        Premises, and no work has been performed or is otherwise in progress on the
        Premises by or on behalf of Seller that could result in a mechanic's lien
        being
        filed against the Premises.

       

      4.11  Seller
        and Seller's employees and agents have not entered into any contracts for
        improvements to the Premises which will not be fully completed and fully
        paid
        for prior to Closing.

       

      4.12  Seller
        represents that the present real estate taxes are $105,129.02, and that there
        is
        no exemption or abatement.

       

      4.13  Seller
        represents that, to the best of its knowledge, Certificates of Occupancy,
        or
        their equivalent, have been issued for all structures on the Premises and
        that
        it has not made any additions or alterations to the Premises that would require
        additional Certificates from the municipality.

       

      4.14  Seller
        represents that the Premises are serviced by a municipal water
        authority.

       

      4.15  Seller
        warrants and represents that the septic system will be in working order at
        Closing and that they have not experienced any septic backups within the
        past
        three (3) months.

       

      4.16  Seller
        has received no notice from any governmental authority concerning a potential
        hazardous environmental condition affecting the Premises.

       

      SECTION
        5  

      REPRESENTATIONS
        AND WARRANTIES OF PURCHASER

      


      5.1  Purchaser
        warrants and represents to Seller that as of the date hereof and at
        Closing:

       

      Neither
        the execution of this Contract nor the consummation by Purchaser of the
        transaction contemplated by this Contract will (i) conflict with, or result
        in a
        breach of, the terms, conditions or provisions of, or constitute a default,
        or
        result in a termination of, any agreement or instrument to which Purchaser
        is a
        party, (ii) violate any restriction to which Purchaser is subject or (iii)
        constitute a violation of any applicable code, resolution, law, statute,
        regulation, ordinance, judgment, rule, decree or order.

       

      
        
          

        

      

      
      

       

      5.2  Purchaser
        is a corporation duly organized, validly existing and in good standing under
        the
        laws of the State of New York.

       

      5.3  Purchaser
        has all requisite authority, has taken all actions required by its
        organizational documents and applicable law, and has obtained all consents
        which
        are necessary to authorize or enable it to execute and deliver this Contract
        and
        to consummate the transactions contemplated in this Contract. The individuals
        executing this Contract on Purchaser’s behalf have been duly authorized and are
        empowered to bind Purchaser to this Contract.

       

      SECTION
        6  

      INTENTIONALLY
        OMITTED

      


      SECTION
        7  

      CONDITIONS
        PRECEDENT

      


      7.1  Purchaser’s
        obligation to close title pursuant to the terms of this Contract is subject
        to
        and conditioned upon the following:

       

      A. Each
        of
        the representations and warranties made by Seller in Section 5 hereof being
        true
        and complete in all material respects on the Closing Date as if made on and
        as
        of such date. At the Closing, Seller shall deliver to Purchaser a certification
        to this effect; and

       

      B.  Seller
        shall have performed all obligations which it is required to perform pursuant
        to
        the provisions of this Contract.

       

      7.2  Seller’s
        obligation to consummate the sale of the Premises pursuant to the terms of
        this
        Contract is subject to and conditioned upon the following:

       

      A. Each
        of
        the representations and warranties made by Purchaser in Section 5 hereof
        being
        true and complete on the Closing Date as if made on and as of such date.
        At the
        Closing, Purchaser shall deliver to Seller a certification to this
        effect.

       

      B.  Purchaser
        shall have performed all obligations which it is required to perform pursuant
        to
        the provisions of this Contract.

       

      7.3  Seller
        covenants that between the end of the Investigation Period and the
        Closing:

       

      A. Seller
        shall not modify or amend any existing contracts regarding the operation
        and
        maintenance of the buildings (“Service Contract”) or enter into any new service
        contract unless the same is terminable without penalty by the then owner
        of the
        Premises upon not more than thirty (30) days’ notice. Nothing herein contained
        shall impair Seller’s rights to enter into or extend or modify a Service
        Contract during the Investigation Period.

       

      B.  Seller
        shall maintain in full force and effect until the Closing, all insurance
        policies on the Premises which exist as of the date of the
        Contract.

       

      C.  No
        fixtures, equipment or personal property included in this sale shall be removed
        from the Premises unless the same are replaced with similar items of at least
        equal quality prior to the Closing.

       

      
        
          

        

      

      
      

       

      SECTION
        8  

      SELLER’S
        CLOSING OBLIGATIONS

      


      At
        the
        Closing, Seller shall deliver the following to Purchaser:

      


      8.1  A
        statutory form of Bargain and Sale Deed With Covenants, containing the covenant
        required by Section 13 of the Lien Law, and properly executed in proper form
        for
        recording so as to convey to Purchaser fee simple title to the Premises,
        subject
        only to the Permitted Exceptions.

       

      8.2  A
        form
        TP-584 duly executed by Seller, a New York State Equalization Form (RP-5217)
        executed by Seller, and any other instruments, affidavits and/or tax returns
        as
        are customarily executed by the seller of an interest in real property in
        connection with the recording of a deed.

       

      8.3  The
        Service Contracts, which shall be initialed by Purchaser, to the extent same
        are
        assignable by Seller to Purchaser.

       

      8.4  To
        the
        extent they are then in Seller’s possession and not posted at the Premises,
        certificates, licenses, permits, authorizations and approvals issued for
        or with
        respect to the Premises by governmental and quasi-governmental authorities
        having jurisdiction.

       

      8.5  An
        assignment to Purchaser, without recourse or warranty, of all of the interest
        of
        Seller in those Service Contracts, insurance policies, certificates, permits
        and
        other documents to be delivered to Purchaser at the Closing which are then
        in
        effect and are assignable by Seller to Purchaser.

       

      8.6  A
        Non-foreign affidavit with respect to Seller as required by IRC Section
        1445(b)(2) of the Internal Revenue Code of 1986, as amended (“Code”) and the
        regulations issued thereunder, and Purchaser shall not deduct or withhold
        any
        portion of the Purchase Price pursuant to Section 1445 of the Code.

       

      8.7  Such
        affidavits as the Title Company may reasonably require in order to omit from
        its
        title insurance policy all exceptions for judgments, bankruptcies or other
        returns against persons or entities whose names are the same or similar to
        Seller’s name; and other documents as the Title Company may reasonably
        require.

       

      8.8  Seller
        shall not be required to close title hereunder unless and until Seller and/or
        its affiliates receive written approval of the sale from its lenders pursuant
        to
        the terms of various credit line loans and guarantees (collectively, the
        "Lending Agreements"). Seller, and/or its affiliates, shall diligently pursue
        such approvals upon execution of this Contract. If Seller and/or its affiliates
        is unable to obtain the approvals within thirty (30) days from the date hereof,
        this Contract shall automatically terminate and the Downpayment shall be
        refunded to Purchaser unless the parties hereto agree to extend Seller's
        time
        within which to obtain the approvals. In the event this Contract is terminated
        by reason of this Section, Seller shall reimburse Purchaser for any
        out-of-pocket costs incurred during the Investigation Period, including but
        not
        limited to net title costs, survey costs and Phase I fee and legal fees up
        to
        $5,000.00.

       

      
        
          

        

      

      
      

       

      8.9  Checks
        to
        the appropriate officers in payment of all applicable real property transfer
        taxes and copies of any required tax returns therefor executed by Seller,
        unless
        Seller elects to have Purchaser pay any of such taxes and credit Purchaser
        with
        the amount thereof.

       

      8.10  To
        the
        extent that they are then in Seller’s possession, copies of current maintenance
        and payroll records. Seller shall make all other Building and tenant files
        available to Purchaser for copying.

       

      8.11  A
        resolution of Seller authorizing the sale and delivery of the deed and setting
        forth facts showing that the transfer complies with all applicable law and
        delivery of the certification referred to in subsection 7.2(A).

       

      8.12  Letter
        authorizing the Escrow Agent to disburse the Downpayment to Seller.

       

      8.13  A
        Bill of
        Sale for the Personal Property.

       

      8.14  All
        keys
        to any portion of the improvements at the Premises, codes for any alarm systems,
        combinations and/or keys to vaults, if any, and all warranties and guaranties,
        plans and specifications, and all files (including, without limitation, leasing
        files) relation to the Premises in Seller's possession. At Purchaser's request,
        Seller shall execute and deliver to Purchaser at Closing an assignment of
        all
        warranties and guaranties Seller has with respect to the Premises.

       

      8.15  All
        plumbing (including water supply and septic systems, if any) heating and
        air
        conditioning, if any, electric and mechanical systems, equipment and machinery
        in the building(s) located on the property being in working order as of the
        date
        of Closing.

       

      8.16  The
        Premises and all building(s) and improvements comprising a part thereof in
        broom
        clean condition, vacant and free of leases or tenancies and roof free of
        leaks.

       

      8.17  A
        valid
        and subsisting Certificate of Occupancy or other required certificate of
        compliance, or evidence that none was required, covering the building and
        all
        improvements presently located on the property, and authorizing its use as
        a
        commercial building at the date of Closing.

       

      SECTION
        9  

      PURCHASER’S
        CLOSING OBLIGATIONS

      


      At
        the
        Closing, Purchaser shall:

      


      9.1  Deliver
        the balance of the Purchase Price, subject to adjustment as provided in this
        Contract, by immediately available federal funds transferred by wire to such
        account(s) in such bank(s) as Seller shall designate; or by certified or
        official bank check(s) to Seller and/or its designees, at Seller’s
        option.

       

      9.2  Deliver
        to Seller, a letter authorizing the Escrow Agent to disburse the Downpayment
        to
        Seller.

       

      9.3  Deliver
        to Seller the certification referred to in subsection 7.2A.

       

      9.4  Deliver
        to Seller a form 1099B completed by Purchaser.

       

      
        
          

        

      

      
      

       

      9.5  Cause
        the
        deed to be recorded, duly complete all required real property transfer tax
        returns and cause all such returns and checks in payment of such taxes to
        be
        delivered to the appropriate officers promptly after the Closing.

       

      9.6  Deliver
        to Seller such other documents as are required by this Contract to be delivered
        by Purchaser or as reasonably requested by Seller in order to effectuate
        the
        provisions of this Contract.

       

      9.7  Execute
        and deliver to seller an assumption of Service Contracts, if any.

       

      SECTION
        10  

      APPORTIONMENTS
        AND OTHER PAYMENTS

      


      10.1  The
        following apportionments shall be made between the parties at the Closing
        as of
        the close of business on the day immediately prior to the Closing
        Date:

       

      A.
        real
        estate taxes, water charges and sewer rents, if any, on the basis of the
        lien
        period for which assessed, except if there is a water meter on the Premises,
        apportionment at Closing shall be based on the last available reading, subject
        to adjustment after Closing when the next reading is available;

      


      If
        the
        Closing shall occur before a new tax rate is fixed, the apportionment of
        taxes
        at the Closing shall be based upon the tax rate for the immediately preceding
        period applied to the latest assessed valuation. Installments for assessments
        noted against the Premises prior to Closing shall be the responsibility of
        the
        Seller;

      


      B.  value
        of
        fuel stored on the Premises, if any, at the price then charged by Seller’s
        supplier, including any taxes;

       

      C.  charges
        under any transferrable Service Contracts;

       

      D.  insurance
        premiums on transferrable insurance policies which are being assigned to
        Purchaser or permitted renewals thereof;

       

      E.  any
        other
        sums required to be paid by either party to the other at the Closing pursuant
        to
        the provisions of this Contract.

       

      10.2  In
        the
        event the net apportionment or payment is required to be made by Purchaser,
        the
        amount due shall be added to the payment due at the Closing and paid either
        by
        wire transfer or by certified check or official bank check; or, in the event
        the
        net apportionment or payment is required to be made by Seller, the amount
        due
        shall be applied, as a credit against the amount due at the
        Closing.

       

      10.3  The
        parties hereto agree that any errors or omissions in computing apportionments
        at
        the Closing shall be corrected promptly after discovery, but in no event
        later
        than six (6) months after the Closing.

       

      10.4  Seller
        shall pay the New York State transfer tax on the deed of conveyance. Purchaser
        shall pay the following costs: any transfer taxes imposed upon a Purchaser
        by
        statute, the title insurance premium and the services charged by the Title
        Company (if any), the cost of all recording charges in connection with the
        Closing other than charges incurred to record documents in connection with
        the
        clearing of title by Seller pursuant to this Contract (which recording charges
        shall be paid by Seller), except as otherwise provided herein.

       

      
        
          

        

      

      
      

       

      10.5  To
        the
        extent that Purchaser requests an assignment to its lender of any existing
        mortgage(s) encumbering the Premises, Seller shall receive as a credit from
        Purchaser, one half of the saving on the mortgage recording taxes.
        Notwithstanding the foregoing, Seller may refuse to permit any such existing
        mortgage to be assigned unless Seller and any guarantor is released from
        any and
        all obligations under the note, mortgage and any other instruments(s) comprising
        the loan documents, in form satisfactory to Seller 

       

      10.6  The
        provisions of this Section 10 shall survive the Closing in accordance with
        the
        terms
        hereof.

       

      SECTION
        11  

      TERMINATION
        AND REMEDIES

      


      11.1  A.
        In the
        event that on the Closing Date or after any permitted adjournment of the
        Closing
        Date, any of Seller’s representations or warranties contained herein are untrue
        in any material respect or if Seller shall have failed to have performed
        any
        material covenant and/or agreement contained herein which is to be performed
        by
        Seller, or if any of the conditions precedent to Purchaser’s obligation to
        consummate the transactions contemplated hereby shall have failed to occur,
        Purchaser may, at its option (i) terminate this Contract by giving written
        notice of termination to Seller, in which event Purchaser shall receive a
        refund
        of the Downpayment and neither party under this Contract shall have any further
        obligation to the other, or (ii) close title to the Premises without any
        abatement of the Purchase Price, in which event Purchaser shall be deemed
        to
        have waived any rights it may have had on account of such untruth, failure
        to
        perform or failure to occur. In the event Seller is unable to convey title
        in
        accordance with the terms of this Agreement, Seller shall pay Purchaser's
        net
        cost of examining title and the costs for a survey.

       

      B.
        If the
        Closing does not occur as a result of the default of Seller, Purchaser shall
        be
        entitled to the right to exercise all of its legal and equitable remedies,
        including, without limitation, an action for specific performance and shall
        also
        be entitled to have the Downpayment and interest thereon deposited in Court,
        pending Purchaser's action for specific performance. In the alternative,
        Purchaser may elect to have the Downpayment and interest refunded together
        with
        the cost of Purchaser's survey and title examination and declare this Agreement
        null and void.

       

      11.2  If
        Purchaser defaults, the entire damages which Seller will thereby sustain
        cannot
        be exactly determined; therefore, it is agreed that in the event of any default
        by Purchaser, all amounts paid by Purchaser as a deposit pursuant to this
        Contract shall be considered as liquidated damages for such failure or refusal
        of Purchaser to consummate this transaction or for any non-compliance,
        non-performance, breach or default by Purchaser, and shall become the exclusive
        property of, and be permanently retained by Seller as Seller’s sole remedy and
        Purchaser’s sole obligation in any and all events. Provided, however, that
        Seller shall provide Purchaser with ten (10) days written notice to cure
        any
        default or failure to comply with the terms of this Agreement. Seller shall
        retain such amounts as liquidated damages and no further rights or causes
        of
        action shall remain against Purchaser, nor shall Purchaser have any further
        rights under this Contract or otherwise, with respect to Seller, except that
        Purchaser and Seller shall continue to remain liable under the provisions
        of
        subsection 3.2D and Section 12 hereof.

       

      
        
          

        

      

      
      

       

      SECTION
        12

      BROKER

      


      12.1  Seller
        and Purchaser each represent and warrant to the other that no broker, finder
        or
        similar persons other than OXFORD
        & SIMPSON REALTY, INC. and SUTTON & EDWARDS, INC., (“Broker”)
        was involved in or connected with this transaction. Purchaser further represents
        that no broker, finder or similar person other than Broker brought the Premises
        to the attention of Purchaser. Purchaser and Seller each hereby indemnify
        and
        agree to defend, save and hold the other harmless of and from all loss, cost,
        liability and expense, including, without limitation, reasonable attorneys’
fees, which may be incurred by the other in connection with any claim for
        commission or other compensation, whether based on a claim of brokerage,
        or
        based on a contract, quasi-contract or tort, which may be made by any person,
        firm or corporation other than Broker who claims to have dealt with Seller
        or
        Purchaser, as the case may be, in connection with this transaction. Seller
        shall
        pay Broker pursuant to a separate agreement between Seller and
        Broker.

       

      The
        representations and obligations under this Section 12 shall survive the Closing
        or, if the Closing does not occur for any reason, shall survive the termination
        of this Contract. 

      


      SECTION
        13

      NOTICES

      


      13.1  Any
        notice required to be given hereunder shall be given in writing by depositing
        such notice in a post-paid wrapper, in an official depository under the
        exclusive care and custody of the United States Postal Service within New
        York
        State, or by Express Mail, Federal Express or messenger service (with proper
        receipt therefor), addressed to the party at the address hereinabove set
        forth
        with a copy of any such notice by a similar method of delivery or by fax
        transmission (with proper receipt therefor and a copy sent by mail) to the
        attorney for such party as follows:

       

      
        
          	
                  IF
                    TO SELLER:

                   

                	
                  EMBASSY
                    INDUSTRIES, INC.

                  300
                    Smith Street

                  Farmingdale,
                    NY 11735

                  Attention:
                    Joseph Giacalone

                  Tel.
                    (631) 694-1800, ext. 168

                  Fax
                    (631) 694-1836

                  E-Mail:
                    jgiacalone&pfina.com

                


        

         

        
          
            	
                    WITH
                      A COPY: 

                  	
                    Certilman
                      Balin Adler & Hyman, LLP

                    90
                      Merrick Avenue

                    East
                      Meadow, New York 11554

                    Attention:
                      Jodi S. Hoffman, Esq.

                    Tel.
                      (516) 296-7058

                    Fax
                      (516) 296-7111

                    E-Mail:
                      jhoffman@certilmanbalin.com

                  


          

        

      

       

      
        	
                IF
                  TO PURCHASER:

              	
                J.
                  D'ADDARIO & COMPANY, INC.

                Mr.
                  Rob Dodaro, Chief Financial Officer

                PO
                  Box 290

                Farmingdale,
                  New York 11735

                Tel.
                  (631) 429-3254

                Fax
                  (631)

                E-Mail:
                  rob.dodaro@daddario.com

              


      

      
        
          

        

      

      
      

       

      
        	
                WITH
                  A COPY:

              	
                Mark
                  A. Cuthbertson, Esq.

                434
                  New York Avenue

                Huntington,
                  New York 11743

                Tel.
                  (631) 351-3501

                Fax
                  (631) 614-4314

                E-Mail:
                  mcuthbertson@cuthbertsonlaw

              


      

    

    

      Any
        notice hereunder may be given by the attorney for a party and shall have
        the
        same force and effect as if given by the party. Either party may by notice
        change the address at which notices are to be given hereunder. Notices shall
        be
        deemed given upon receipt or first refusal thereof.

       

    

    SECTION
      14  

    CONDEMNATION
      AND CASUALTY

    


    14.1  In
      the
      event of condemnation of the Premises or any portion thereof, between the date
      hereof and the Closing Date, which would materially interfere with or adversely
      affect the Premises, Purchaser shall have the option to terminate this Contract
      by written notice to Seller, in which event the sole liability of Seller shall
      be to cause the Escrow Agent to refund the Downpayment to Purchaser. Upon such
      reimbursement, this Contract shall be null and void and the parties hereto
      shall
      be relieved of all further obligations and liabilities other than any arising
      under subsection 3.2, Section 12 and subsection 16.1 hereof. In the event there
      is a condemnation and Purchaser does not elect to terminate this Contract,
      Seller shall assign to Purchaser any condemnation award it may be entitled
      to
      receive and Seller and Purchaser shall proceed with the transaction contemplated
      herein in accordance with the terms hereof.

     

    14.2  With
      respect to a casualty at the Premises, the provisions of Section 5-1311 of
      the
      General Obligations Law shall apply to the sale and purchase provided for in
      the
      Contract.

     

    SECTION
      15  

    ESCROW
      OF DOWNPAYMENT

    


    15.1  Escrow
      Agent shall hold the proceeds of the checks delivered to Escrow Agent for the
      Initial Payment and the Additional Payment, in escrow, in an interest-bearing
      account maintained at North Fork Bank, located at 275 Broad Hollow Road,
      Melville, New York 11747.

     

    15.2  The
      Downpayment shall be held by the Escrow Agent until the Closing or sooner
      termination of this Contract and Escrow Agent shall pay over the interest or
      income earned thereon, if any, to the party entitled to the Downpayment. The
      party receiving such interest or income shall pay any income taxes due thereon.
      If for any reason the Closing does not occur pursuant to the provisions of
      this
      Contract and either party makes a written demand upon Escrow Agent, in the
      manner required for notices, for payment of the Downpayment, then Escrow Agent
      shall give written notice, in accordance with the provisions of subsection
      13.1
      to the other party of such demand. If Escrow Agent does not receive a written
      objection from the other party to the proposed payment of the Downpayment
      pursuant to the aforesaid demand within ten (10) days after the delivery of
      such
      notice by Escrow Agent, Escrow Agent is hereby authorized to make such payment
      in accordance with the aforesaid demand. If Escrow Agent receives written
      objection from the other party to the proposed payment of the Downpayment
      pursuant to the aforesaid demand within such ten (10) day period or if for
      any
      other reason Escrow Agent in good faith shall elect not to make such payment,
      Escrow Agent shall continue to hold the Downpayment until otherwise directed
      by
      written instructions from Seller and Purchaser or a final judgment of a court
      of
      competent jurisdiction. Escrow Agent, however, shall have the right at anytime
      to deposit the Downpayment with the Clerk of any Court of competent jurisdiction
      in the State of New York, and Escrow Agent shall give written notice of such
      deposit to the Seller and the Purchaser, and upon such deposit being made,
      Escrow Agent shall be discharged from all obligations and responsibilities
      hereunder. The parties acknowledge that Escrow Agent is acting solely as a
      stakeholder at their request and for their convenience, that Escrow Agent may
      act upon any writing believed by it in good faith to be genuine and to be signed
      and presented by the proper person and the Escrow Agent shall not be deemed
      to
      be the agent of either of the parties, and that the Escrow Agent shall not
      be
      liable to either of the parties for any act or omission on its part unless
      taken
      or suffered in bad faith, or in willful disregard of this Contact or involving
      gross negligence. Seller and Purchaser shall jointly and severally indemnify,
      defend and hold Escrow Agent harmless from and against all costs, claims and
      expenses, including reasonable attorneys’ fees, incurred in connection with the
      performance of Escrow Agent’s duties hereunder, except with respect to actions
      or omissions taken or suffered by Escrow Agent in bad faith, in willful
      disregard of this Contract or involving gross negligence. If the Downpayment
      shall not earn any interest, or no interest be paid thereon by reason of the
      withdrawal of the proceeds, or part thereof, under the provisions of this
      Contract or before interest shall be earned or credited, or during any period
      of
      reasonable delay in opening an account, Escrow Agent shall not be liable by
      reason thereof. Notwithstanding anything contained herein to the contrary,
      Escrow Agent may represent Seller as Seller’s counsel in any action, suit or
      other proceeding between Seller and Purchaser or in which Seller and Purchaser
      may be involved. Escrow Agent shall have no duties or responsibilities except
      as
      set forth herein. Escrow Agent shall not be bound by any modification of the
      Contract unless the same is in writing and signed by Purchaser and Seller and,
      if Escrow Agent’s duties hereunder are not affected, unless Escrow Agent shall
      have given prior written consent thereto. The provisions relating to the
      indemnification of Escrow Agent shall survive the Closing or, if the Closing
      does not occur for any reason, shall survive the termination of this
      Contract.

     

    SECTION
      16

    DISCLAIMER:
      RELEASE OF CLAIMS

    


    16.1  A.
      Purchaser agrees to and shall defend, indemnify and hold harmless Seller, its
      members, employees, officers, directors, agents, brokers and contractors from
      and against any and all claims, demands, causes of action, judgments, losses,
      damages, liabilities, costs and expenses (including attorneys’ fees whether suit
      is instituted or not), whether known or unknown, liquidated or contingent
      (collectively, “Claims”), created by (1) any Hazardous Substances on or from the
      Premises, or costs of responding to such a release or threat of release, created
      subsequent to Closing; (2) any action under any Environmental Laws for acts
      or
      conditions created subsequent to Closing; or (3) any action for property damage
      or personal injury, including but not limited to actions alleging health effects
      from exposure to Hazardous Substances or any other material contained on or
      released from the Premises subsequent to Closing. 

     

    B.  Purchaser
      shall defend, indemnify and hold harmless Seller from and against all claims
      created from or as a result of the death of a person or any accident, injury,
      loss, or damage whatsoever caused by any person or to the property of any person
      that shall occur on or adjacent to the Premises to the extent directly or
      indirectly caused by any acts done thereon or any errors or omissions of
      Purchaser or its agents, brokers, servants, employees, invitees or
      contractors.

     

    If
      any
      claim, action or proceeding is made or brought against Seller by reason of
      any
      event that is the subject of the indemnity described in this subsection 16.1,
      Seller may engage its own attorneys to defend the action or to assist in
      Seller’s defense and Purchaser shall pay the reasonable fees and disbursements
      of such attorneys.

    


    16.2  Without
      limiting the provisions of subsection 16.1, Purchaser, for itself, its heirs,
      grantees, successors and assigns, if any, does hereby release, acquit and
      forever discharge Seller, any of its affiliates, parent corporations and
      predecessors, its present and former officers, employees, agents, brokers,
      contractors and attorneys from any and all Claims (whether known or unknown,
      contingent or liquidated, in contract or in tort or pursuant to any other
      theory) created from or related to any conditions affecting the Premises created
      subsequent to Closing or result from acts or omissions of Purchaser during
      the
      Investigation Period. This release includes but is not limited to all claims,
      fines, penalties, demands and causes of action for personal injuries, breach
      of
      contract, failure of representations and warranties, loss of consortium and
      services, damage to real property, damage to personal property, damage to
      improvements or fixtures, illness, death, medical expenses, expenses of
      monitoring and testing, prejudgment interest, punitive damages, violations
      of
      Environmental Laws, attorneys’ fees and any and all other losses and damages of
      every kind or character that are created subsequent to Closing or resulting
      from
      acts or omissions of Purchaser during the Investigation Period . The release
      set
      forth in this subsection 16.2 specifically includes any Claims under any
      Environmental Laws. “Environmental Laws” includes the Solid Waste Disposal Act,
      as amended by the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901, et
      seq.), the Comprehensive Environmental Response, Compensation and Liability
      Act
      of 1980 (42 U.S.C. §§7401 et seq.), the Emergency Planning and Community Right
      to Know Act (42 U.S.C. §§ 1101 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et
      seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Toxic Substances
      Control Act (15 U.S.C. §§ 2601 et seq.), the Hazardous Materials Transportation
      Act (49 U.S.C. §§ 1801 et seq.), the Occupational Safety and Health Act (29
      U.S.C. §§ 651 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act
      (7 U.S.C. §§ l36 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 3001 et
      seq.), as any of the same maybe amended from time to time, and any other federal
      law or any state or local law, and any regulations, orders, rules, procedures,
      guidelines and the like promulgated in connection therewith, regardless of
      whether such laws and/or regulations are in existence at the time this Contract
      is executed.

     

    16.3  The
      provisions of this Section 16 shall survive the Closing or, if the Closing
      does
      not occur for any reason, shall survive the termination of this
      Contract.

     

    SECTION
      17  

    CONDITION
      OF PREMISES

    


    17.1  A.
      Purchaser acknowledges that it has fully examined the Premises or will, if
      applicable, have fully examined the Premises during the Inspection Period and
      is
      purchasing the Premises in an “as is” condition and specifically and expressly
      without any warranties, representations or guarantees, from or on behalf of
      the
      Seller and its agents. Purchaser has not relied, and is not relying, upon any
      information, document, sales brochures or other literature, maps or sketches,
      projection, proforma, statement, representation, guarantee or warranty (whether
      express or implied, or oral or written, or material or immaterial) that may
      have
      been given by or made by or on behalf of the Seller.

     

    B.  Purchaser
      hereby acknowledges that it shall not be entitled to, and should not, rely
      on
      Seller or its agents as to: (i) the quality, nature, adequacy or physical
      condition of the Premises including, but not limited to, the structural
      elements, foundation, roof, appurtenances, access, landscaping, parking
      facilities or the electrical, mechanical, HVAC, plumbing, sewerage or utility
      systems, facilities or appliances at the Premises, if any (except as otherwise
      set forth in Sections 8.15 and 8.16); (ii) the quality, existence, nature,
      adequacy or physical condition of soils, sub-surface support or ground water
      at
      the Premises; (iii) the existence, quality, nature, adequacy or physical
      condition of any utilities serving the Premises; (iv) the existence, quality,
      nature or adequacy of any ability to access utilities, including, but not
      limited to, electricity, natural gas, water and sewer; (v) the existence,
      quality, nature, adequacy, physical condition, or ability to access any rights
      of way or roads of any kind; (vi) the development potential of the Premises,
      its
      habitability, merchantability or fitness, suitability or adequacy of the
      Premises for any particular purpose; (vii) the zoning classification, use or
      other legal status of the Premises; (viii) the existence, applicability, quality
      or nature of any setback requirements; (ix) the Premises’ or its operations’
compliance with any applicable codes, laws, regulations, statutes, ordinances,
      covenants, conditions or restrictions or any governmental or quasi-governmental
      entity or of any other person or entity; (x) the quality of any labor or
      materials relating in any way to the Premises; or (xi) compliance with any
      environmental or occupational protection, pollution, subdivision or land use
      laws, rules, regulations, orders or requirements including, but not limited
      to,
      those pertaining to the handling, generating, treating, storing or disposing
      of
      any hazardous waste, material or substance. The provisions of this paragraph
      shall survive the closing.

     

    
      
        

      

    

    
    

     

    SECTION
      18  

    ASSIGNMENT
      OF CONTRACT

    


    18.1  Purchaser
      shall not assign this Contract or the rights and obligations hereunder without
      the prior written consent of Seller, which consent shall not be unreasonably
      withheld. Provided such consent is given, no such assignment of Purchaser’s
      interest in this Contract, however, shall be valid or binding upon Seller unless
      and until (a) a duplicate original thereof, in form satisfactory to Seller,
      assigning to the assignee all of Purchaser’s right, title and interest in this
      Contract, including the Downpayment, shall be delivered to Seller and (b) an
      agreement, in form satisfactory to Seller, in which the assignee shall assume
      and agree to perform and be bound by all of the terms, covenants and conditions
      of this Contract, shall be delivered to Seller. The aforesaid documents shall
      be
      delivered to Seller within three (3) days of such assignment. Notwithstanding
      the aforesaid assignment, the obligations of Purchaser named herein under this
      Contract shall not be discharged, released or impaired by such assignment.
      For
      purposes of this paragraph, any transfer of a majority of the beneficial
      ownership of the Purchaser entity shall be deemed an assignment prohibited
      hereunder.

     

    Notwithstanding
      the foregoing, Purchaser shall have the right to assign this Contract to another
      entity with the same principal(s) as Purchaser or another entity in which
      Purchaser has a 51% or greater ownership interest.

     

    SECTION
      19

    TAX
      DEFERRED EXCHANGE

    


    19.1  Seller
      may desire to exchange, for other property of like kind and qualifying use
      within the meaning of Section 1031 of the Internal Revenue Code of 1986, as
      amended and the Regulations promulgated thereunder, fee title in the property
      which is the subject of this Contract. Seller expressly reserves the right
      to
      assign its rights, but not its obligations, hereunder to a Qualified
      Intermediary as provided in IRC Reg. 1.1031(k)-1(g)(4) on or before the Closing
      Date.

     

    SECTION
      20

    MISCELLANEOUS

    


    20.1  If
      the
      provisions of any schedule or rider to this Contract are inconsistent with
      the
      provisions of this Contract, the provisions of such schedule or rider shall
      prevail.

     

    


    20.2  The
      Section headings are inserted for convenience of reference only and in no way
      define, describe or limit the scope or intent of this Contract or any of the
      provisions hereof. 

     

    20.3  This
      Contract embodies and constitutes the entire understanding between the parties
      with respect to the transaction contemplated herein, and all prior agreements,
      understandings, representations and statements, oral or written, are merged
      into
      this Contract. Neither this Contract nor any provisions hereof may be waived,
      modified, amended, discharged or terminated except by an instrument signed
      by
      the party against whom the enforcement of such waiver, modification, amendment,
      discharge or termination is sought, and then only to the extent set forth in
      such instrument.

     

    20.4  The
      acceptance of a deed by Purchaser shall be deemed to be a full performance
      and
      discharge of every agreement and obligation on the part of Seller to be
      performed pursuant to the provisions of this Contract, except those, if any,
      which are herein specifically stated to survive the Closing. No representation,
      warranty or obligation of either party to this Contract shall survive the
      delivery of such deed except as otherwise expressly set forth in this
      Contract.

     

    20.5  This
      Contract and the terms and provisions hereof shall inure to the benefit of
      and
      be binding upon the parties hereto and their respective heirs, executors,
      personal representatives, successors and permitted assigns.

     

    20.6  This
      Contract shall not be binding or effective until properly executed and delivered
      by Seller and Purchaser to each other.

     

    20.7  In
      the
      event of any dispute with respect to the reasonableness of any failure or
      refusal of Seller to grant its consent or approval or to act reasonably in
      connection with any provisions of this Contract where Seller has agreed not
      to
      unreasonably withhold its consent or approval or has agreed to act in a
      reasonable manner, Purchaser may, as its exclusive remedy, seek specific
      performance of such consent or approval or act. In no event, however, will
      Seller be liable for money damages whatsoever by reason of such
      actions.

     

    20.8  
      Seller
      represents that its Federal Employer Identification Number is _________________;
      and Purchaser represents that its Federal Employer Identification Number is
      ________________.

     

    20.9  In
      the
      event any portion of this Contract shall be declared by any court of competent
      jurisdiction to be invalid, illegal or unenforceable, such portion shall be
      deemed severed from this Contract and the remaining parts hereof shall remain
      in
      full force and effect, as fully as though such invalid, illegal or unenforceable
      portion had never been part of this Contract.

     

    20.10  As
      used
      in this Contract, the masculine shall include the feminine and neuter, the
      singular shall include the plural and the plural shall include the singular,
      as
      the context may require.

     

    20.11  The
      parties agree that this Contract shall be governed by, and construed in
      accordance with the laws of the State of New York.

     

    20.12  This
      Contract may be executed in any number of counterparts which together shall
      constitute the agreement of the parties.

     

    20.13  Purchaser
      shall have a vendee’s lien against the Premises for the amount of the
      Downpayment, but such lien shall not continue after an uncured default by
      Purchaser under this Contract. Purchaser agrees that it shall not record this
      Contract or any memorandum or assignment thereof. Should Purchaser violate
      the
      provisions of the foregoing sentence, this Contract, at Seller’s option, shall
      become null and void, whereupon all rights of the Purchaser shall cease and
      terminate and Seller shall have the right to retain the Downpayment as and
      for
      liquidated damages on account of such default by Purchaser.

     

    20.14  Purchaser
      and Seller hereby waive trial by jury in any action, proceeding or counterclaim
      arising out of this Contract, provided such waiver is not prohibited by any
      laws
      of the State of New York. Any action or proceeding brought by either party
      hereto against the other, directly or indirectly, arising out of this Contract,
      shall be instituted in a court in Suffolk County and all motions in any such
      action shall be made in Suffolk County. This paragraph shall survive the
      delivery of the Deed.

     

    20.15  Purchaser
      shall accept unacknowledged receipts, checks, letters, statements or other
      proof
      as to the amount of any liens on the property in the event that said liens
      are
      less than the record amounts and similar proof will be acceptable as to the
      payment of such liens, provided that the Title Company omits any exception
      as to
      such liens from Purchaser’s title policy.

    
      
        

      

    

     

    20.16  No
      failure or delay of either party in the exercise of any right given to such
      party hereunder or the waiver by any party of any condition hereunder for its
      benefit (unless the time specified herein for exercise of such right, or
      satisfaction of such condition, has expired) shall constitute a waiver of any
      other or further right nor shall any single or partial exercise of any right
      preclude other or further exercise thereof or any other right. The waiver of
      any
      breach hereunder shall not be deemed to be a waiver of any other or any
      subsequent breach hereof.

     

    20.17  This
      Contract is completely non-recourse as to Seller, and as such, only Seller’s
      interest in the Premises shall be subject to execution, attachment or any other
      claim or proceeding on account of any obligation of Seller
      hereunder.

     

    20.18  The
      personal property referred to in this Contract shall be deemed conveyed by
      the
      Deed, and no part of the Purchase Price shall be deemed allocated to such
      personal property.

     

    20.19  This
      Contract is subject to and conditioned upon the adoption by the Town of Babylon
      Industrial Development Agency of an Inducement Resolution evidencing the
      provisions of financial assistance by the Town of Babylon Industrial Development
      Agency with respect to the property to be acquired under this Contract.
      Purchaser shall promptly submit its application for the Inducement Resolution
      and diligently pursue same during the Investigation Period. In the event
      Purchaser has not received the Inducement Resolution by the last day of the
      Investigation Period, Purchaser may terminate this Contract by notifying Seller
      of same before the Investigation Period Notice Date, time being "of the
      essence". In such event, the sole liability of Seller shall be to cause the
      Escrow Agent to refund the Downpayment within ten (10) days after receipt of
      Purchaser's cancellation notice. Upon reimbursement, this Contract shall be
      null
      and void and the parties shall be relieved of all further obligations and
      liabilities, other than any arising under Subsection 3.2D and Section 12
      hereof.

     

    


     

    BALANCE
      OF PAGE INTENTIONALLY LEFT BLANK

     

    
      
        

      

    

    
    

     

    IN
      WITNESS WHEREOF, the
      parties hereto have executed this Contract as of the date first above
      written.

     

    
      
        	 	 	
                 

              
	 	
                SELLER:

                 

                EMBASSY
                  INDUSTRIES, INC.

              
	 
 	 
 	 
 
	 	By:  	 /s/
                Richard
                Horowitz, Pres.
	 	
                
Name: 
                Richard Horowitz
	 	
                Title: 
                  President

                Date:  1/13/06

              


      



    
      
        	 	 	 
                
	 	
                PURCHASER:

                 

                J.
                  D'ADDARIO & COMPANY, INC.

              
	 
 	 	 
	 	By:	 /s/
                Robert
                Dodaro
	 	
                
Name:
                Robert Dodaro
	 	
                Title: 
Chief
                  Financial Officer

                Date: 
1/10/06

              


      

    

    
       

      Read
        and
        Agreed:

    

    For
      Purposes of §§ 2.2, 2.3 and 15

    
      	 	 	 
	 CERTILMAN
              BALIN ADLER & HYMAN, LLP	 
	 	 
 	 
	
              By: /s/
                Jodi S. Hoffman 

            	 	 
	
                
Escrow
                Agent

            	
            


    

     

    
      
        

      

    

    
    

    


    SCHEDULE
      A

    LEGAL
      DESCRIPTION

     

    

      ALL
        THAT
        CERTAIN PLOT, PIECE OR PARCEL OF LAND, SITUATE, LYING AND BEIGN AT PINELAWN,
        EAST FARMINGDALE, TOWN OF BABYLON, COUNTY OF SUFFOLK AND STATE OF NEW YORK,
        ON
        THE EASTERLY SIDE OF SMITH STREET AND MORE PARTICULARLY BOUNDED AND DESCRIBED
        AS
        FOLLOWS:

      


      BEGINNING
        AT A POINT ON THE EASTERLY SIDE OF SMITH STREET, DISTANT 788.25 FEET
        NORTHEASTERLY AS MEASURED ALONG THE SOUTHERLY AND THEN EASTERLY SIDE OF SMITH
        STREET FROM THE EXTREME NORTHEASTERLY END OF A LINE HAVING LENGTH OF 28.28
        FEET,
        WHICH SAID LINE CONNECTS THE SOUTHERLY SIDE OF SMITH STREET AND THE EASTERLY
        SIDE OF NEW HIGHWAY, WHICH SAID POINT OF BEGINNING IS ALSO THE SOUTHWESTERLY
        CORNER OF THE PREMISES HEREIN DESCRIBED;

      


      RUNNING
        THENCE ALONG THE SAID EASTERLY SIDE OF SMITH STREET IN AN NORTHERLY DIRECTION
        AND ALONG A CURVE BEARING TO THE LEFT HAVING A RADIUS OF 110 FEET AN ARC
        DISTANCE OF 63.04 FEET TO A POINT;

      


      THENCE
        STILL ALONG THE EASTERLY SIDE OF SMITH STREET, NORTH 4 DEGREES 54 MINUTES
        30
        SECONDS EAST, 240.49 FEET TO A POINT;

      


      THENCE
        SOUTH 85 DEGREES 05 MINUTES 30 SECONDS EAST, 575.83 FEET TO A
        POINT;

      


      THENCE
        SOUTH 37 DEGREES 12 MINUTES 05 SECONDS WEST, 169.81 FEET TO A
        POINT;

      


      THENCE
        SOUTH 02 DEGREES 08 MINUTES 10 SECONDS WEST, 200.18 FEET TO A 

      POINT;

      


      THENCE
        NORTH 85 DEGREES 27 MINUTES WEST, 434.90 FEET TO A POINT;

      


      THENCE
        NORTH 54 DEGREES 20 MINUTES 56 SECONDS WEST, 90.14 FEET TO A POINT IN THE
        EASTERLY SIDE OF SMITH STREET, THE POINT OR PLACE OF BEGINNING.

      


      FOR
        INFORMATION ONLY: DISTRICT 0100 SECTION 005.00 BLOCK 01.00 LOT
        011.000

    

     

     

     

     

     

     

     

    
      
        

      

    

    
    

    
SCHEDULE
      B

    PERSONAL
      PROPERTY

    


    


    NONE

     

     

     

    
      
        

      

    

    
    

     

    SCHEDULE
      C

    


    PERMITTED
      EXCEPTIONS

    


    
      	
              a.

            	
              Zoning
                and subdivision laws, regulations and ordinances and landmark, historic
                or
                wetlands designation.

            


    

    


    
      	
              b.

            	
              State
                of facts shown on the survey of the Premises made by George R.
                Haubenreich, dated March 27, 1996 and updated December 27, 2002,
                and any
                additional facts as would be shown by an updated survey or which
                a
                personal inspection may show provided title is not rendered unmarketable
                at regular rates.

            


    

    


    
      	
              c.

            	
              General
                real estate taxes and special assessments, water and sewer charges
                and all
                other liens and charges of every description which are a lien but
                are not
                then due and payable or delinquent or are the subject of apportionment
                pursuant to Section 10 of this
                Contract.

            


    

    


    
      	
              d.

            	
              Standard
                printed exceptions contained in the form of fee title policy then
                issued
                by the title insurance company insuring the fee title with regard
                to taxes
                or assessments which are not shown as existing liens by the records
                of any
                taxing authority that levies taxes or assessments on real property
                or by
                the public records.

            


    

    


    
      	
              e.

            	
              Variations
                between fences, walls, hedges and the record lines of the
                Premises.

            


    

    


    
      	
              f.

            	
              Rights
                of utilities, if any, to maintain and operate lines, wires, cables,
                poles
                and distribution boxes in, over and upon said
                Premises.

            


    

    


    
      	
              g.

            	
              Covenants,
                easements, agreements, declarations, licenses and reservations of
                record,
                if any, provided the same do not prohibit the present use and maintenance
                of existing structures on the
                Premises.