EXHIBIT
10.1


 


AGREEMENT OF SALE


 


between


 


BIOJECT
MEDICAL TECHNOLOGIES, INC.,


An Oregon Corporation


Seller,


 


and


 


STICKEL INVESTMENTS, LLC


A New Jersey
Limited Liability Company,


 


Purchaser.


 


Dated: January      ,
2006


 


for


Premises:  Block 33, Lot 12.02


211 Somerville
Road (Route 202 North)


Township of
Bedminster, Somerset County


State of New
Jersey


 


Prepared
by:                                                                             John
P. Belardo, Esq.


Attorney for Purchaser


 


1















TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE 1

  	
   

  	
   

  	
   

  	
  SALE OF PROPERTY;
  PURCHASE PRICE;PAYMENT TERMS; ESCROW

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.1

  	
   

  	
  Sale of Property

  	
   

  	
   

  
	
   

  	
   

  	
  1.2

  	
   

  	
  Price

  	
   

  	
   

  
	
   

  	
   

  	
  1.3

  	
   

  	
  Payment Terms

  	
   

  	
   

  
	
   

  	
   

  	
  1.4

  	
   

  	
  Escrow

  	
   

  	
   

  
	
   

  	
   

  	
  1.5

  	
   

  	
  Federal Tax
  Identification Number

  	
   

  	
   

  
	
   

  	
   

  	
  1.6

  	
   

  	
  Continued
  Representation of Seller

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  	
   

  	
   

  	
  TITLE TO PROPERTY;
  DEFECTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.1

  	
   

  	
  Title to Land and
  Improvements

  	
   

  	
   

  
	
   

  	
   

  	
  2.2

  	
   

  	
  Right to Pay Off
  Monetary Encumbrances

  	
   

  	
   

  
	
   

  	
   

  	
  2.3

  	
   

  	
  Title Defects

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  	
   

  	
   

  	
  TERMINATION; RIGHT OF
  ENTRY, ETC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.1

  	
   

  	
  Due Diligence

  	
   

  	
   

  
	
   

  	
   

  	
  3.2

  	
   

  	
  Right of Entry

  	
   

  	
   

  
	
   

  	
   

  	
  3.3

  	
   

  	
  Indemnification

  	
   

  	
   

  
	
   

  	
   

  	
  3.4

  	
   

  	
  Hazardous Substances

  	
   

  	
   

  
	
   

  	
   

  	
  3.5

  	
   

  	
  Repairs

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  	
   

  	
   

  	
  REPRESENTATIONS AND
  WARRANTIES OF SELLER;LIMITATION ON SELLER’S REPRESENTATIONS AND WARRANTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.1

  	
   

  	
  Representations and
  Warranties

  	
   

  	
   

  
	
   

  	
   

  	
  4.2

  	
   

  	
  Survival

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  	
   

  	
   

  	
  REPRESENTATIONS AND
  WARRANTIES OF PURCHASER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.1

  	
   

  	
  Purchase
  Representations and Warranties

  	
   

  	
   

  
	
   

  	
   

  	
  5.2

  	
   

  	
  Survival

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  	
   

  	
   

  	
  DAMAGE, DESTRUCTION AND
  CONDEMNATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.1

  	
   

  	
  Casualty

  	
   

  	
   

  
	
   

  	
   

  	
  6.2

  	
   

  	
  Condemnation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  	
   

  	
   

  	
  CLOSING DATE AND
  DELIVERY OF DOCUMENTS, ETC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7.1

  	
   

  	
  Closing Date

  	
   

  	
   

  
	
   

  	
   

  	
  7.2

  	
   

  	
  Deliveries by Seller

  	
   

  	
   

  



 


2















	
   

  	
   

  	
  7.3

  	
   

  	
  Deliveries by Purchaser

  	
   

  	
   

  
	
   

  	
   

  	
  7.4

  	
   

  	
  Conditions precedent,
  Survival

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  	
   

  	
   

  	
  CLOSING ADJUSTMENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.1

  	
   

  	
  Adjustment Time

  	
   

  	
   

  
	
   

  	
   

  	
  8.2

  	
   

  	
  Description of Items to
  be Adjusted

  	
   

  	
   

  
	
   

  	
   

  	
  8.3

  	
   

  	
  Security Deposits

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  	
   

  	
   

  	
  DEFAULT; REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9.1

  	
   

  	
  Defaults; Remedies

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.1

  	
   

  	
  Brokerage Commission
  and Finder’s Fee

  	
   

  	
   

  
	
   

  	
   

  	
  10.2

  	
   

  	
  Notices

  	
   

  	
   

  
	
   

  	
   

  	
  10.3

  	
   

  	
  Attorney’s Fees

  	
   

  	
   

  
	
   

  	
   

  	
  10.4

  	
   

  	
  Assignment

  	
   

  	
   

  
	
   

  	
   

  	
  10.5

  	
   

  	
  Maintenance of the
  Property

  	
   

  	
   

  
	
   

  	
   

  	
  10.6

  	
   

  	
  Successors and Assigns

  	
   

  	
   

  
	
   

  	
   

  	
  10.7

  	
   

  	
  Governing Law

  	
   

  	
   

  
	
   

  	
   

  	
  10.8

  	
   

  	
  Incorporation of Prior
  Agreements

  	
   

  	
   

  
	
   

  	
   

  	
  10.9

  	
   

  	
  Modification of
  Agreement

  	
   

  	
   

  
	
   

  	
   

  	
  10.10 

  	
   

  	
  Further Assurances

  	
   

  	
   

  
	
   

  	
   

  	
  10.11 

  	
   

  	
  No Recordation

  	
   

  	
   

  
	
   

  	
   

  	
  10.12

  	
   

  	
  Interpretation

  	
   

  	
   

  
	
   

  	
   

  	
  10.13

  	
   

  	
  Counterparts

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
   

  	
   

  	
  LEGAL DESCRIPTION OF
  PROPERTY

  	
   

  	
   

  
	
  EXHIBIT B

  	
   

  	
   

  	
   

  	
  PERMITTED ENCUMBRANCES

  	
   

  	
   

  
	
  EXHIBIT C

  	
   

  	
   

  	
   

  	
  SCHEDULE OF LEASES AND
  RENT ROLL (IF ANY)

  	
   

  	
   

  
	
  EXHIBIT D

  	
   

  	
   

  	
   

  	
  PERMITS AND APPROVALS
  FOR PROPERTY

  	
   

  	
   

  
	
  EXHIBIT E

  	
   

  	
   

  	
   

  	
  2006 BUDGET / 2005
  FINANCIAL STATEMENTS

  	
   

  	
   

  
	
  EXHIBIT F

  	
   

  	
   

  	
   

  	
  ASSIGNMENT OF LEASES
  AND ASSUMPTION

  	
   

  	
   

  
	
  EXHIBIT G

  	
   

  	
   

  	
   

  	
  FIRPTA AFFIDAVIT

  	
   

  	
   

  



 


3















AGREEMENT
OF SALE


 


AGREEMENT OF SALE
(this “Agreement”), dated as of January 31, 2006, is between:


 


BIOJECT MEDICAL TECHNOLOGIES,
INC., a Oregon corporation,
having an address at 211 Somerville Road (Route 202 North), Bedminster, New
Jersey 07921, (“Seller”), and


 


STICKEL
INVESTMENTS, L.L.C., a New Jersey limited liability company,
having a mailing address of P.O. Box 378, Oldwick, New Jersey 08858 (“Purchaser”).


 


PRELIMINARY STATEMENT


 


Seller is the owner of a
tract of land lying in the Township of Bedminster, County of Somerset, State of
New Jersey, Tax Map Block 33, Lot 12.02, 33,335 square feet, 0.765 acres, more
particularly described on Exhibit A
annexed hereto, together with all buildings, improvements and fixtures thereon
(collectively the “Property”). The Property consists of a two-story building
(Building C) containing approximately 5,000 square feet of office space located
on Route 202 North, also known as 211 Somerville Road. The Property is a
permitted use in the VN (Village- Neighborhood) Zone in Bedminster Township.
The Property is subject to: A Declaration of Covenants, Easements and
Restrictions for Bedminster Professional Center dated April 21, 2001, recorded
April 25, 2001, in the Somerset County Clerk’s Office in Deed Book 2350, Pages
024-055, and a First Amendment to Declaration dated August 31, 2001, recorded
on September 19, 2001, in the Somerset County Clerk’s Office in Deed Book 5040,
Pages 3727-3728.


 


Seller desires to sell,
convey, transfer and assign to Purchaser, and Purchaser desires to acquire from
Seller, the Property, subject, nevertheless, to the contingencies set forth
herein.


 


NOW,
THEREFORE, for and in consideration of the premises, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


4















ARTICLE 1


 


SALE OF PROPERTY;
PURCHASE PRICE; PAYMENT TERMS; ESCROW


 


1.1           Sale of Property.  Seller agrees to sell, convey, transfer and
assign to Purchaser, and Purchaser agrees to purchase and acquire from Seller,
the Property upon the terms and conditions contained herein.


 


1.2           Price.  The purchase price for the Property is One
Million One Hundred Twenty-Five Thousand ($1,125,000.00) Dollars (the “Price”).  The Seller has also given the Purchaser the
option to purchase its furniture located within the Property.  If Purchaser elects to purchase the furniture
then the Price shall be increased by Twenty-Five Thousand ($25,000.00) reflecting
a total Price of One Million, One Hundred Fifty Thousand ($1,150,000.00)
Dollars.


 


1.3           Payment Terms.  The Price shall be payable as follows:


 


(a)           upon execution of this Agreement by
Purchaser, a sum equal to Fifty Thousand ($50,000.00) Dollars (the “Deposit”)
shall be paid by Purchaser to Clemente, Mueller & Tobia, PA, Attorney Trust
Account, 218 Ridgedale Avenue, PO Box 1296, Morristown, New Jersey 07962 (the “Escrow
Agent”) by check (subject to collection) to be held pursuant to the provisions
of Section 1.4 hereof; and


 


(b)           on the Closing Date, the balance of
the Price (plus or minus any net closing adjustments for furniture or otherwise
as provided herein), at Purchaser’s option by either (i) wire transfer of
immediately available funds in the amount of One Million, One Hundred Thousand
($1,100,000.00) Dollars to an account designated by Seller or, (ii) by
certified or official bank check (in immediately available funds) payable to
the order of Seller in the amount of One Million, One Hundred Thousand
($1,100,000.00) Dollars; and


 


(c)           The obligation of Purchaser to
purchase the Property is expressly contingent upon Purchaser receiving within
45 days of the date this Agreement of Sale is fully executed by both parties, a
mortgage commitment from a lending institution in the State of New Jersey for
Five Hundred Thousand ($500,000.00) Dollars at prevailing and customary terms
and interest rates. If Purchaser has not satisfied this contingency, Purchaser may
within 5 days of expiration of the 45-day contingency notify Seller in writing
that Purchaser is terminating this Contract and the Deposit and any Additional
Deposits will be returned by the Escrow Agent to Purchaser and the parties will
have no further rights or obligations with respect to each other.


 


1.4           Escrow.


 


(a)           The Deposit shall be held in escrow
in an interest bearing trust account by Escrow Agent until delivered as herein
provided.  Purchaser agrees to provide
the Escrow Agent with its Federal Tax Id number in order that the Escrow Agent
may open the interest bearing sub-account. 
Any interest earned on the Deposit shall be paid to whichever party is
entitled thereto.  Such interest shall
not be credited against the Price.  The
Deposit shall be held and disbursed by Escrow Agent in the following manner:


 


(i)            to Seller at the closing upon
consummation of the closing; or


 


(ii)           to Seller upon receipt of written
demand therefor, stating Purchaser has defaulted in the performance of
Purchaser’s obligations under this Agreement and the facts and circumstances
underlying such default; provided, however, that Escrow Agent shall not honor
such demand until at least five (5) days after it has sent a copy of such
demand to Purchaser, nor thereafter if Escrow Agent shall 


 


5















have received written
notice of objection from Purchaser in accordance with the provisions of clause
(b) of this Section 1.4; or


 


(iii)          to Purchaser upon receipt of written
demand therefor, stating that either (x) this Agreement has been terminated
pursuant to a provision hereof and certifying the basis for such termination,
or (y) Seller has defaulted in performance of Seller’s obligations under this
Agreement and the facts and circumstances underlying such default or that
Purchaser is otherwise entitled to the Deposit under the provisions of this
Agreement; provided, however, that Escrow Agent shall not honor such demand
until at least five (5) days after it has sent a copy of such demand to Seller,
nor thereafter if Escrow Agent shall have received written notice of objection
from Seller in accordance with the provisions of clause (b) of this Section
1.4.


 


(b)           Upon receipt of written demand for
the Deposit by Purchaser or Seller pursuant to clause (ii) or (iii) of Section
1.4(a), Escrow Agent shall promptly send a copy thereof to the other
party.  The other party shall have the
right to object to the delivery of the Deposit by sending written notice of
such objection to Escrow Agent within three business (3) days after Escrow
Agent sends a copy of the written demand to the objecting party but not
thereafter.  Such notice shall set forth
the basis for objecting to the delivery of the Deposit.  Upon receipt of such notice, Escrow Agent
shall promptly send a copy thereof to the party who made the written demand.


 


(c)           In the event of any disputes between
the parties, Escrow Agent, at its option, may disregard all instructions
received and may hold the Deposit until the dispute is mutually resolved and
Escrow Agent is advised of this fact in writing by both Seller and Purchaser,
or Escrow Agent is otherwise instructed by a final judgment of a court of
competent jurisdiction.


 


(d)           In the event Escrow Agent shall be
uncertain as to its duties or rights hereunder or shall receive conflicting
instructions, claims or demands from the parties hereto, or instructions which
conflict with any of the provisions of this Agreement, Escrow Agent shall be
entitled (but not obligated) to refrain from taking any action other than to
keep safely the Deposit until Escrow Agent shall be instructed otherwise in
writing signed by both Seller and Purchaser, or by final judgment of a court of
competent jurisdiction.


 


(e)           Escrow Agent may rely upon, and shall
be protected in acting or refraining from acting upon, any written notice,
instruction or request furnished to it hereunder and believed by it to be
genuine and to have been signed or presented by the proper party or parties,
provided that any modification of this Agreement shall be signed by Escrow
Agent, Purchaser and Seller.


 


(f)            Seller and Purchaser shall jointly
and severally hold Escrow Agent harmless against any loss, damage, liability or
expense incurred by Escrow Agent not caused by its willful misconduct or gross
negligence, arising out of or in connection with its entering into this
Agreement and the carrying out of its duties hereunder, including the costs and
expenses of defending itself against any claim of liability or participating in
any legal proceeding .  Escrow Agent may
consult with counsel of its choice, and shall have full and complete
authorization and protection for any action taken or suffered by it hereunder
in good faith and in accordance with the opinion of such counsel.


 


(g)           Escrow Agent may resign at will and
be discharged from its duties or obligations hereunder by giving notice in
writing of such resignation specifying a date when such resignation shall take
effect; provided, however, that prior to such resignation a substitute escrow
agent is approved in writing by Seller and Purchaser, which approval shall not
be 


 


6















unreasonably withheld or
delayed.  After such resignation, Escrow
Agent shall have no further duties or liability hereunder.


 


(h)           Purchaser and Seller, together, shall
have the right to terminate the appointment of Escrow Agent hereunder by giving
to it notice of such termination, specifying the date upon which such
termination shall take effect and designating a replacement escrow agent, who
shall sign a counterpart of this Agreement. 
Upon demand of such successor escrow agent, the Deposit shall be turned
over and delivered to such successor escrow agent, who shall thereupon be bound
by all of the provisions hereof.


 


(i)            Seller and Purchaser shall be
jointly and severally responsible for the reimbursement to Escrow Agent of all
expenses, disbursements and advances (including reasonable attorney’s fees)
incurred or made by Escrow Agent in connection with the carrying out of its duties
hereunder.


 


(j)            Escrow Agent’s agreements and
obligations hereunder shall terminate and Escrow Agent shall be discharged from
further duties and obligations hereunder upon final payment of the Deposit in
accordance with the terms of this Agreement.


 


1.5           Federal Tax Identification Number.  Purchaser represents that its federal tax
identification number is                     .
Seller agrees that its tax identification number of                     
shall be used by the Escrow Agent when the escrow account is opened. In the
event the interest on the Deposit is paid to Purchaser, the Escrow Agent is
authorized and directed to file a revised Form 1099 identifying Purchaser as
the recipient thereof.  [Federal Tax Id numbers to be inserted prior to execution]


 


1.6           Continued Representation of Seller.  Notwithstanding that Escrow Agent is acting
as an escrow agent for the Deposit, and, further, notwithstanding any
subsequent dispute which arises between the parties related to this Agreement
or otherwise, Purchaser agrees that Escrow Agent may continue to represent
Seller as legal counsel in connection with this Agreement and the transactions
contemplated hereby with respect to any dispute or litigation concerning the
same.


 


ARTICLE 2


 


TITLE TO PROPERTY;
DEFECTS


 


2.1           Title to Land and Improvements.  Title to the Property shall be good,
marketable and insurable at regular rates by a reputable title insurance
company selected by Purchaser doing business in the State of New Jersey (the “Title
Insurer”), subject only to the exceptions set forth on Exhibit B
annexed hereto (the “Permitted Exceptions”).


 


2.2           Right to Pay Off Monetary
Encumbrances.  Seller shall have the
right to pay off any monetary encumbrances against the Property on the Closing
Date out of the Price provided recordable instruments of release and discharge
of such encumbrances in form and substance reasonably satisfactory to Purchaser’s
counsel are thereafter delivered to Purchaser.


 


2.3           Title Defects.  Purchaser shall furnish to Seller within
thirty (30) calendar days of the date hereof a copy of Purchaser’s title report
from the Title Insurer for the Property and Uniform Commercial Code searches,
together with a statement specifying any defects in title which are not
Permitted Exceptions (“Purchaser’s Statement”). Seller shall notify Purchaser
in writing within five (5) business days after receipt of Purchaser’s Statement
whether Seller will remove such defects. Purchaser agrees that Seller shall
have no obligation to remove such defects or to incur any cost or expense in
connection therewith, except defects which are created by Seller after the date
hereof.  If Seller does not agree to
remove any such defects, Purchaser shall have the right, upon notice to Seller
and the Escrow Agent, either to (a) waive the defect and 


 


7















close title without
abatement or reduction of the Price, or (b) terminate this Agreement and obtain
a refund of the Deposit, whereupon, except as provided herein, this Agreement
shall be null and void.


 


ARTICLE 3


 


TERMINATION; RIGHT
OF ENTRY, ETC.


 


3.1           Due Diligence. Purchaser shall
have the right to terminate this Agreement upon notice to Seller and the Escrow
Agent given prior to the expiration of fifteen (15) calendar days from the date
that Purchaser receives an Agreement of Sale executed by both Parties hereto
(the “Due Diligence Expiration Date”) if Purchaser is not satisfied for any
reason with its investigation and analysis of the Property, which investigation
and analysis shall include current laws and ordinances affecting the Property;
availability of utilities, including sewer and/or septic; approvals for the
Property; the environmental, physical and structural condition of the Property;
the condition of the heating, ventilation, electrical, plumbing and
air-conditioning systems; an environmental investigation of the Property; and
an analysis of the marketability, financial feasibility, and the leases, if
any, and the income and expenses related to the Property.  In the event Purchaser terminates this
Agreement pursuant to this Section 3.1, the Deposit shall be refunded to
Purchaser, whereupon, except as provided herein, neither party shall have any
further liability to the other hereunder. 
Seller shall, within five business (5) days of execution of this
Agreement of Sale furnish to Purchaser: (i) all environmental reports for the
Property in Seller’s possession, custody or control; (ii) all insurance
policies with premium amounts for the Property; (iii) certification as to all
(if any) tenant security deposits and amounts; (iv) all surveys for the
Property in Seller’s possession; (v) a list of all contractors and personnel
performing maintenance services for the Property with nature of services,
amount charged Seller, telephone and address; (vi) a list of all utilities
servicing the Property with address, account number and copy of most recent
invoice; (vii) all leases (if any) for the Property; and (viii) all documents
concerning the Bedminster Professional Center Association, Inc., in Seller’s
possession including budgets, by-laws, minutes, financial statements, common
area charges and notices from January 1, 2005, to present, including any
violation notices.  The failure of
Purchaser to terminate this Agreement on or prior to the Due Diligence
Expiration Date shall conclusively be deemed a waiver of the Purchasers right
to terminate this Agreement pursuant thereto and the Deposit shall become
non-refundable.


 


3.2           Right of Entry.  Subject to the rights of tenants, Purchaser,
its agents, employees and consultants, shall have the right to reasonably enter
the Property prior to the Due Diligence Expiration Date for the purpose of
conducting a survey and for the purpose of making any inspections required by
Purchaser to satisfy the due diligence described in Section 3.1,
provided reasonable prior telephonic notice of such entry is furnished to
Seller and such entry is made during normal business hours accompanied by a
representative of Seller.


 


3.3           Indemnification.  Purchaser hereby agrees to indemnify, and
shall pay, protect and hold Seller harmless from and against all liabilities,
losses, claims, demands, costs, expenses (including attorney’s fees and
expenses) and judgments of any nature arising or alleged to arise, from or in
connection with any injury to, or death of, any person or loss or damage to
property in connection with the right of entry permitted under Section 3.2.  The provisions of this Section 3.3
shall survive the closing and any termination of this Agreement.


 


3.4           Hazardous Substances.  Hazardous Substance means any substance,
chemical or waste that is listed as hazardous, toxic, a pollutant or dangerous
under any applicable federal, state, county or local statute, rule, regulation,
ordinance or order.  In the event that prior
to the Closing Date there is a spill, discharge, release, deposit or
emplacement of any Hazardous Substance on the Property or the Improvements
which results in contamination of the Property or the Improvements beyond
permitted governmental tolerances, provided such condition was not caused by
Purchaser, its agents, servants or contractors, Seller shall perform all
remedial activity, including the removal of any underground oil or fuel tanks
and piping, installation of monitoring 


 


8















equipment necessary to
remediate any such Hazardous Substance and, if necessary, the closing shall be
adjourned for a reasonable period to permit Seller to complete such activities,
provided, that if the aggregate cost of such remediation exceeds $30,000,
either party shall have the right to terminate this Agreement upon notice to
the other; provided further, that Seller may not terminate this Agreement if
Purchaser agrees to pay the excess of such remediation costs over the sum
specified above.  In the event Purchaser,
its agents, servants or contractors, causes the spill, discharge, release,
deposit or emplacement of any Hazardous Substance on the Property or the
Improvements, Purchaser shall not have the right to terminate this
Agreement.  In such event, Purchaser
shall perform all remedial activity at its sole cost and expense, and there
shall be no adjournment of the Closing Date. 
In the event this Agreement is terminated by either party pursuant to
this Section 3.4, the Deposit shall be refunded to Purchaser, whereupon
this Agreement and all rights and obligations of the parties hereunder shall be
null and void.


 


ARTICLE 4


 


SELLER’S
REPRESENTATIONS AND WARRANTIES; LIMITATIONS


 


4.1           Representations and Warranties of
Seller.  As an inducement to
Purchaser to enter into this Agreement, and knowing that such representations
and warranties are material to this transaction and that Purchaser is relying
thereon, Seller represents and warrants to Purchaser that:


 


(a)           Seller has the power and authority to
consummate the transactions herein contemplated;


 


(b)           the execution and delivery of this
Agreement and the performance by Seller of its obligations hereunder, will not
violate or constitute a default under (i) the terms or provisions of any
agreement, document or other instrument to which Seller is a party or by which
Seller or the Property or any portion thereof is bound or (ii) any provision of
law, statute, rule or regulation to which Seller is subject or any judgment,
order, writ, injunction or decree of any court applicable to Seller or the
Property or any portion thereof;


 


(c)           the execution, delivery and
performance of the Agreement and all other documents, instruments and
agreements to be executed and delivered by Seller pursuant to this Agreement
have been duly authorized by all necessary and appropriate action;


 


(d)           this Agreement is the legal, valid
and binding obligation of Seller, enforceable in accordance with its terms;


 


(e)           to the best of Seller’s knowledge,
except for the existence of any requirement that a certificate of occupancy,
continuing certificate of occupancy, fire code certificate or similar permit or
approval be obtained as a condition to the conveyance of the Property or any
portion thereof, no consent, authorization, license, permit, registration or
approval of, or exemption or other action by, any governmental or public body,
commission or authority is required in connection with the execution, delivery
and performance by Seller of this Agreement;


 


(f)            Seller is the owner of the Property;


 


(g)           there is no pending or, to the best
of the Seller’s knowledge, threatened condemnation proceeding with respect to
the Property;


 


(h)           to the best of Seller’s knowledge,
there is presently no pending or threatened claim, suit, action or other
proceeding against Seller or involving in any way the Property;


 


9















(i)            Seller is not a “foreign person”
under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) and
upon consummation of the transaction contemplated hereby, Purchaser will not be
required to withhold any tax;


 


(j)            no person or entity has any right or
option to purchase or acquire the Property or any portion thereof, recorded or
unrecorded;


 


(k)           Seller is not a party to any
management agreement affecting the Property, with the exception of any
agreements or management provided by the Bedminster Professional Center
Association;


 


(l)            there are no leases or tenancies,
written or oral, affecting or relating to the Property except for those set
forth on Exhibit C;


 


(m)          to the best of Seller’s knowledge, there
are no liens asserted against Seller with respect to the Property or any
portion thereof by any contractor, subcontractor, vendor, laborer, consultant
or other party for any work performed or materials or services furnished at the
request of Seller;


 


(n)           attached hereto as Exhibit D is a true and complete
list of all permits and approvals issued to Seller with respect to the
Property; to the best of Seller’s knowledge, such permits and approvals are all
of the permits and approvals necessary to own and operate the Property for its
present uses; such permits and approvals have been duly and validly obtained,
are in full force and effect; and there is no proceeding pending, or to the
best of Seller’s knowledge, threatened to cancel, terminate, modify or revoke
any such permits and approvals and to the best of Seller’s knowledge, except
for lapse if not renewed upon an expiration, no event has occurred or condition
exists which could result in the forfeiture, revocation, invalidation or
termination thereof;


 


(o)           Seller has not received any notice
which remains uncured from any governmental authority having jurisdiction over
the Property stating that the Property or the operation or use thereof violates
any applicable Legal Requirement, and to the best of Seller’s knowledge there
is no existing condition which violates applicable Legal Requirements;


 


(p)           Seller has not received notice of,
and to the best of Seller’s knowledge, there is no unfulfilled requirements or
recommendations of any insurance company, any inspection or rating bureau or
any board of fire underwriters concerning the Property or the operation,
occupancy or condition thereof;


 


(q)           there is in full force and effect
with              casualty insurance in
the amount of $           and liability
insurance in single limit amount of not less than $           with respect to the Property; [DRAFTING NOTE:  Seller is
determining what these numbers are and will provide them in the execution
version.]


 


(r)            Seller has not received any notice
(which has not been paid, settled or otherwise discharged) from any federal,
state or local taxing authority stating that any tax deficiency, lien or
penalty exists with respect to the Property and to the best of Seller’s
knowledge, there is no pending audit or inquiry from any federal, state or
local authority relating to the Property or Seller which may be reasonably
expected to result in a tax deficiency, lien or penalty against Seller or the
Property;


 


(s)           to the best of Seller’s knowledge (i)
there have been and currently are no Hazardous Substances, on, in or beneath
the Property in excess of permitted governmental tolerances, (ii) no landfill
has ever been operated on the Property, (iii) no portion of the Property has
been used to refine, produce, store, handle, transfer, process or transport any
Hazardous Substances, there are no underground storage tanks on the 


 


10















Property, and to the best
of Seller’s knowledge, no underground storage tanks have been removed from the
Property;


 


(t)            no petition in bankruptcy (voluntary
or otherwise), assignment for the benefit of creditors, or petition seeking
reorganization or arrangement or other action under federal or state bankruptcy
or insolvency laws is pending against Seller;


 


(u)           Attached hereto as Exhibit E is the 2006 Budget for
the Association and the 2005 Financial Statements for the Association.


 


4.2           Limitation on Seller’s Representations,
Warranties.  Purchaser acknowledges
and agrees that, except as expressly set forth in this Agreement, neither
Seller nor any agent or representative of Seller has made, and Seller is not liable
or responsible for or bound in any manner by, any express or implied representations
or warranties pertaining to the Property or any part thereof.  Purchaser acknowledges and agrees that as of
the Closing Date it will have had such access to the Property and to information
and data (including an analysis of leases and income and expenses) relating thereto
as Purchaser has considered necessary for the purposes of this transaction.  Purchaser acknowledges and agrees that it is purchasing
the Property and the furniture if it so elects “As Is”
at the date hereof, wear and tear and depletion and casualty between such date
and the Closing Date excepted.


 


ARTICLE 5


 


REPRESENTATIONS
AND WARRANTIES OF PURCHASER


 


5.1           Purchaser Representations and
Warranties.  As an inducement to
Seller to enter into this Agreement, Purchaser represents and warrants that:


 


(a)           the execution and delivery hereof and
the performance by Purchaser or its assignee of its obligations hereunder will
not violate or constitute an event of default under the terms or provisions of
any agreement, document or other instrument to which Purchaser is a party or by
which it is bound;


 


(b)           the execution, delivery and
performance of this Agreement by Purchaser and the consummation of the
transactions contemplated herein will not violate any provisions of any legal
requirement to which Purchaser is subject, or violate any judgment, order,
writ, injunction or decree of any court applicable to Purchaser; and


 


(c)           no consent, authorization, license,
permit registration or approval of, or exemption or other action by any
governmental or public body, commission or authority is required in connection
with the execution and delivery by Purchaser of this Agreement.


 


5.2           Survival.  The representations, warranties and covenants
set forth in Section  5.1 shall
not survive the closing.


 


ARTICLE 6


 


DAMAGE,
DESTRUCTION AND CONDEMNATION


 


6.1           Casualty.  The risk of loss or damage to the Property by
fire or other casualty before the delivery of the deed hereunder is assumed by
Seller.  In the event of any damage to or
destruction of the Property due to fire or any other cause or hazard, Seller
shall promptly give notice thereof to Purchaser describing such damage and the
estimated cost of restoring the Property to the condition that existed prior to
such occurrence (“Restoration”).  If the
estimated cost of Restoration is less than $30,000, this Agreement shall remain
in full force and effect, Purchaser shall close title on the Closing Date and
shall pay the entire Price in an amount equal to 


 


11















the estimated cost of
Restoration.  If the estimated cost of
Restoration exceeds $30,000, Purchaser may, upon notice to Seller and the
Escrow Agent, given within ten (10) days after receipt of Seller’s notice,
elect to either (i) terminate this Agreement, whereupon the Deposit shall be
refunded to Purchaser and, except as provided herein, neither party shall have
any further rights hereunder, or (ii) close title on the Closing Date and pay
the entire Price, but Purchaser shall be entitled to a credit against the Price
for the amount of any insurance proceeds actually received by Seller on account
of such damage.  If the insurance
proceeds have not been paid to Seller on the Closing Date, Seller shall then
assign such proceeds to Purchaser, and Purchaser shall pay the entire Price
without deduction or credit.


 


6.2           Condemnation.  In the event any proceedings or negotiations
are instituted which do or may result in a taking by condemnation or eminent
domain of the Property or any portion thereof, Seller shall promptly notify
Purchaser thereof, describing the nature and extent thereof.  In the event of such condemnation or eminent
domain proceedings, Purchaser shall have the right on notice to Seller and the
Escrow Agent to terminate this Agreement, whereupon the Deposit shall be
refunded to Purchaser and except as expressly provided herein, neither party
shall have and further rights hereunder. 
If this Agreement is not so terminated, Purchaser shall close title on
the Closing Date and shall pay the entire Price, but Purchaser shall be
entitled to a credit against the Price for the amount of any condemnation award
received by Seller on account of such proceedings.  If the award has not been paid to Seller on
the Closing Date, Seller shall then assign to Purchaser all of Seller’s right,
title and interest in and to all awards payable by reason thereof.


 


ARTICLE 7


 


CLOSING DATE AND
DELIVERY OF DOCUMENTS, ETC.


 


7.1           Closing Date.  The closing of the transaction contemplated
hereby shall be conducted on the later of March 31, 2006, or the first business
day occurring twenty (20) calendar days after the satisfaction by Purchaser of
the contingencies herein but no earlier than March 1, 2006 at 10:00 a.m. local
time (the “Closing Date”) at the offices of the attorney for Purchaser
specified above or at such other time and place as the parties shall mutually
agree. The parties agree that in the event title does not close on such date,
either party shall have the right to make time of the essence upon fourteen
(14) days written notice to the other party. Upon closing of this transaction,
Purchaser shall have the right to enjoy the rents, income and profits
therefrom.


 


7.2           Deliveries by Seller.  On the Closing Date, Seller shall deliver to
Purchaser the following documents:


 


(a)           duly executed Deed of Bargain and
Sale with Covenant against Grantor’s Acts for the Property in proper statutory
form for recordation;


 


(b)           if any leases exist, duly executed
Assignment of Leases and Assumption in proper statutory form for recordation in
form annexed hereto as Exhibit F;


 


(c)           a letter of non-applicability from
the New Jersey Department of Environmental Protection confirming that the
transaction contemplated by this Agreement is not subject to the provisions of
the Industrial Site Remediation Act;


 


(d)           duly executed Affidavit of Title in
usual form;


 


(e)           duly executed FIRPTA Affidavit of
Seller in form of Exhibit G
annexed hereto;


 


(f)            notice to each of the tenants, if
any, advising that title to the Property has been conveyed to Purchaser and
directing the tenants to pay all rent and additional rent to Purchaser or its
designee; and


 


12















(g)           such other documents and instruments
as Purchaser or its title insurer may reasonable request to perfect title to
any of the Property in Purchaser, provided no provision thereof increases
Seller’s obligations hereunder.


 


7.3           Deliveries by Purchaser.  On the Closing Date, Purchaser shall pay to
Seller the balance of the Price in accordance with Section 1.3 (c).


 


7.4           Condition Precedent; Survival.
The truth, accuracy and completeness in all material respects of each of the
representations and warranties of Seller as of the Closing Date shall
constitute a condition precedent to the obligations of Purchaser
hereunder.  Each such representation and
warranty shall survive the closing for a period of one (1) year (the “Survival
Period”); provided, however, that (a) if prior to the closing Purchaser obtains
actual knowledge of any facts which are inconsistent with any such
representation or warranty, such representation or warranty shall not survive
the closing and Purchaser shall not be entitled to make any claim thereunder
and (b) any specific claim set forth in any written notice of an action with respect
to any misrepresentation delivered to Seller prior to the expiration of the
Survival Period shall survive the expiration of the Survival Period.


 


ARTICLE 8


 


CLOSING
ADJUSTMENTS


 


8.1           Adjustment Time.  All apportionments and adjustments shall be
made as of 12:00 midnight on the day immediately preceding the Closing Date
(all such apportionments and adjustments being herein called the “Closing
Adjustment”).


 


8.2           Description of Items to be
Adjusted.  The following
apportionments and adjustments shall be made:


 


(a)           The amount of the real estate
transfer tax payable in connection with the conveyance of the Property shall be
deducted from the Price and shall be paid by Seller directly to the taxing
authority upon recording of the deed.


 


(b)           Real estate taxes, septic and sewer
charges based on the calendar year assessed.


 


(c)           Charges for electric, natural gas and
water shall not be adjusted.  Seller
shall cause the meters for such utilities to be read within two (2) days prior
to the closing and shall pay for such utilities based upon such readings.


 


(d)           If there are any assessments against
the Property on Closing Date, Seller shall pay same if the work giving rise to
the assessment was completed prior to the date of this Agreement, but if the
work giving rise to the assessment was or is to be completed subsequent to the
date of this Agreement, such assessment shall be paid by Purchaser.


 


(e)           Rents and additional rents under the
Leases to the extent same have been collected. 
Seller shall be entitled to all such rents and other income allocable to
the period prior to the closing, and Purchaser shall be entitled to all such
rents and other income allocable to the period from and after the closing.  Rents and other income collected subsequent
to the closing shall first be applied to current rents, and then to past
rents.  Purchaser shall remit to Seller
promptly any rents or other income allocable to any period prior to the
closing.


 


(f)            All security deposits held by Seller
shall be transferred to Purchaser.


 


13















8.3           Security Deposits.  Seller shall assign and transfer to Purchaser
at the closing all security deposits (if any) held by Seller in connection with
the tenancies.


 


ARTICLE 9


 


DEFAULT; REMEDIES


 


9.1           Defaults; Remedies.  In the event this transaction does not close
solely as a consequence of the default of Purchaser, Seller shall retain the
Deposit as liquidated damages.  The
parties agree that Seller’s damages would be extremely difficult or impossible
to determine if Purchaser defaults, and that the Deposit is the best estimate
of the damages Seller would suffer. 
Purchaser acknowledges that such remedy represents damages and not a
penalty.  In the event this transaction
does not close solely as a consequence of a default by Seller, Purchaser may,
at its option, (a) terminate this Agreement and obtain a refund of the Deposit
or (b) specifically enforce its rights under this Agreement.  Purchaser acknowledges and agrees that the
foregoing remedies shall be its sole and exclusive remedies in the event of a
breach by Seller.  Under no circumstances
shall Purchaser be entitled to any damages, costs or expenses (including, but
not limited to, consequential damages) in the event of a default by Seller.


 


ARTICLE 10


 


MISCELLANEOUS


 


10.1         Brokerage Commission and Finder’s
Fee.  The parties acknowledge that
they have dealt with each other and not through any real estate broker,
investment banker, person, firm or entity who would be reason of such dealings
be able to claim a real estate brokerage, business opportunity brokerage or
finder’s fee as the procuring cause of this transaction, except Equis
Corporation, 517 Route 1 South, Suite 3102, Iselin, New Jersey 08830, and
Wiechert Commercial Brokerage, 225 Littleton Road, Morris Plains, New Jersey
07950 (collectively the “Brokers”) a five (5%) percent commission split equally
between the Brokers.  Seller will pay the
Broker’s real estate commission.  Each of
the parties agrees to indemnify the other and hold the other harmless of and
from any and all loss, cost, damage, injury or expense arising out of, or in
any way related to, assertions, by any other person, firm or entity, of a claim
to real estate brokerage, business opportunity brokerage or finder’s fee based
on alleged contacts between the claiming party and the indemnifying party which
have resulted in allegedly providing the claiming party the right to claim such
commission or finder’s fee.  Seller
agrees to pay the Broker a commission if, as and when title closes pursuant to
a separate agreement.  The provisions of
this Section 10.1 shall survive the closing of title.


 


14















10.2         Notices.  All notices or other communications required
or permitted to be given hereunder shall be given in writing and delivered
either by (a) certified mail, postage prepaid, (b) a reputable messenger
service or a nationally recognized priority delivery service such as Federal
Express, or (c) facsimile or other telecopy transmission (followed by a hard
copy sent as provided in clause (b) above), addressed as follows:


 


	
   

  	
  To Seller:

  	
   

  	
  Bioject Medical
  Technologies, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
  Attn:     John P. Gandolfo, Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
  211
  Somerville Road, Route 202 North

  	
   

  
	
   

  	
   

  	
   

  	
  Bedminster, New
  Jersey 07921

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
  Richard A.
  Walsh, Esq.

  	
   

  
	
   

  	
   

  	
   

  	
  Clemente, Mueller & Tobia, P.A.

  	
   

  
	
   

  	
   

  	
   

  	
  218 Ridgedale Avenue

  	
   

  
	
   

  	
   

  	
   

  	
  PO Box 1296

  	
   

  
	
   

  	
   

  	
   

  	
  Morristown, New Jersey 07962

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To Purchaser:

  	
  Mr. Michael Stickel

  	
   

  
	
   

  	
   

  	
   

  	
  Stickel Investments,
  L.L.C.

  	
   

  
	
   

  	
   

  	
   

  	
  P.O. Box 378

  	
   

  
	
   

  	
   

  	
   

  	
  Oldwick, New Jersey
  08858

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
  John P. Belardo, Esq.

  	
   

  
	
   

  	
   

  	
   

  	
  DiFrancesco, Bateman,
  Coley, Yospin,

  	
   

  
	
   

  	
   

  	
   

  	
  Kunzman, Davis &
  Lehrer, P.C.

  	
   

  
	
   

  	
   

  	
   

  	
  15 Mountain Boulevard

  	
   

  
	
   

  	
   

  	
   

  	
  Warren, New Jersey
  07059

  	
   

  



 


The foregoing addresses
may be changed or supplemented by written notice given as above provided.  Any such notice sent by mail shall be deemed
to have been received by the addressee on the third business day after posting
in the United States mail, or, if transmitted by messenger or a priority delivery
service, on the first business day after transmittal, or, if transmitted by
facsimile, upon receipt, provided receipt occurs before 5:00 p.m. on a business
day in the jurisdiction of the recipient. Counsel for a party may give notice
to the other party with the same effect as if given by a party.


 


10.3         Attorney’s Fees.  In the event any action or proceeding is
commenced to obtain a declaration of rights hereunder, to enforce any provision
hereof, or to seek rescission of this Agreement for default contemplated
herein, whether legal or equitable, the prevailing party in such action shall
be entitled to recover its reasonable attorney’s fees in addition to all other
relief to which it may be entitled therein. All indemnities provided for herein
shall include, but without limitation, the obligation to pay costs of defense
in the form of court costs and attorney’s fees.


 


10.4         Assignment.  Purchaser may assign its interest under this
Agreement to any person or entity without prior written consent of Seller, provided
that no such assignment shall be effective unless Seller is furnished with a
copy of such assignment not less than five (5) days prior to the Closing Date
and the assignee expressly assumes all of Purchaser’s obligations
hereunder.  Upon such assignment
Purchaser shall be relieved of any individual liability hereunder and Purchaser
shall not remain liable as a principal or as a surety.  In the event of such assignment, the
representations and warranties set forth in Section 5.1 shall be
modified to reflect the type of entity which is the assignee.


 


10.5         Maintenance of the Property; No New
Leases or Modification of Existing Leases. 
Until the Closing Date, Seller agrees to continue to maintain the
Property substantially in its condition as of the date hereof, subject to
normal wear and tear and to casualty. 
Seller will not enter into any new leases for space in the Property and
will not modify, amend or terminate any of 


 


15















the Leases or grant any
rental concessions thereunder without the prior written consent of Purchaser,
except that Seller shall have the right to terminate any lease for default.


 


10.6         Successors and Assigns.  Subject to the provisions of Section 10.4,
the terms covenants and conditions herein contained shall be binding upon and
inure to the benefit of the successors and assigns of the parties hereto.


 


10.7         Governing Law.  This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of New Jersey.


 


10.8         Incorporation of Prior Agreements.  This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter hereof,
and no prior or other written or oral agreement or undertaking pertaining to
any such matter shall be effective for any purpose.


 


10.9         Modification of Agreement.  This Agreement may not be amended or
modified, nor may any obligation hereunder be waived orally, and no such
amendment, modification or waiver shall be effective for any purpose unless it
is in writing, signed by the party against whom enforcement thereof is sought.


 


10.10       Further Assurances.  After the Closing Date Seller shall execute,
acknowledge and deliver, for no further consideration, all such assignments,
transfers, consents and other documents as Purchaser may reasonably request to
vest title in Purchaser.


 


10.11       No Recordation.  Neither this Agreement nor any memorandum
thereof shall be recorded by Purchaser and any such recording or attempt to
record shall be deemed to be a material breach hereof by Purchaser.  To the extent any such filing is made in
violation of this provision, Purchaser shall indemnify and hold Seller harmless
from and against any damages incurred by Seller in connection therewith.


 


10.12       Interpretation.  This Agreement shall be construed reasonably
to carry out its intent without presumption against or in favor of either
party.  If any provision hereof shall be
declared invalid by any court or in any administrative proceedings, then the
provisions of this Agreement shall be construed in such manner so as to
preserve the validity hereof and the substance of the transaction herein
contemplated to the extent possible.  The
captions and paragraph headings are provided for purposes of convenience of
reference only and are not intended to limit, define the scope of, or aid in
interpretation of any of the provisions hereof.


 


10.13       Counterparts.  This Agreement may be executed and delivered
in several counterparts, each of which, when so executed and delivered shall
constitute an original, fully enforceable counterpart for all purposes.


 


16















IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date set forth above.


 


	
  ATTEST:

  	
   

  	
  BIOJECT MEDICAL TECHNOLOGIES,
  INC.

  
	
   

  	
   

  	
   

  
	
  /s/Maria McManus

  	
   

  	
  By:

  	
   /s/ John P. Gandolfo

  
	
   

  	
   

  	
  Name: John P. Gandolfo

  
	
   

  	
   

  	
  Title: CFO

  
	
  Dated: January 31, 2006

  	
   

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  STICKEL INVESTMENTS, LLC

  
	
   

  	
   

  	
   

  
	
  /s/John P. Belardo

  	
   

  	
  By:

  	
   /s/Michael Stickel

  
	
   

  	
   

  	
  Name: Michael Stickel

  
	
   

  	
   

  	
  Title: Managing Member

  
	
  Dated: January 27, 2006

  	
   

  	
   

  
						



 


 


ACCEPTANCE OF
ESCROW


 


Clemente, Mueller &
Tobia, P.A. hereby agrees to act as Escrow Agent pursuant to the provisions of
this Agreement.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Clemente, Mueller & Tobia, P.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:     Richard A. Walsh, Esq.

  



 


 


17