EXHIBIT 10(a)








                                AGREEMENT OF SALE


                                     BETWEEN


                         DEWEY ELECTRONICS CORPORATION,
                                   AS "SELLER"


                                      -AND-


                 K. HOVNANIAN NORTH JERSEY ACQUISITIONS, L.L.C.,
                                   AS "BUYER"


                             FOR PREMISES LOCATED IN

                         OAKLAND BOROUGH, BERGEN COUNTY
                                   NEW JERSEY


                                    - DATED -


                                DECEMBER 29, 2004



<PAGE>
                               TABLE OF CONTENTS
                                                                            PAGE

1.  PREMISES/PHASED PURCHASE...................................................1

2.  PURCHASE PRICE/CLOSING.....................................................1

3.  INVESTIGATION PERIOD.......................................................6

4.  DEPOSIT/ADDITIONAL DEPOSITS/OPTION PAYMENTS................................7

5.  GOVERNMENTAL APPROVALS CONTINGENCY.........................................9

6.  TITLE AND SURVEY INVESTIGATION............................................12

7.  ENVIRONMENTAL MATTERS.....................................................13

8.  EMINENT DOMAIN............................................................15

9.  DEFAULTS..................................................................15

10. REAL ESTATE COMMISSION....................................................16

11. NEW JERSEY LAW............................................................16

12. POSSESSION ON CLOSING/RISK OF LOSS........................................16

13. TAXES, ADJUSTMENTS AND INCIDENTAL COSTS...................................16

14. NOTICES...................................................................17

15. CAPTIONS/HEADINGS.........................................................18

16. DRAFTING OF AGREEMENT.....................................................18

17. INITIALING BY PARTIES.....................................................19

18. ENTIRE AGREEMENT/COUNTERPARTS/SURVIVAL....................................19

19. EXECUTION OF DOCUMENTS....................................................19

20. RECORDING.................................................................19

21. BUYER'S REPRESENTATIONS...................................................19

22. SELLER'S REPRESENTATIONS..................................................20

23. LICENSE TO ERECT SIGNS/TRAILERS...........................................21

24. DOCUMENTS TO BE DELIVERED AT CLOSING......................................21

25. ASSIGNMENT OF CONTRACT....................................................22

26. OTHER MATTERS.............................................................22


[EXHIBITS OMITTED]

<PAGE>
                                AGREEMENT OF SALE

      THIS AGREEMENT made on December 29, 2004, (the "Agreement")  between Dewey
Electronics  Corporation,  a corporation of the State of New York,  with offices
located at 27 Muller Road, Oakland, New Jersey 07436 ("Seller") and K. Hovnanian
North Jersey  Acquisitions,  L.L.C., a limited liability company of the State of
Delaware,  with offices located at 110 Fieldcrest  Avenue, CN 7825,  Edison, New
Jersey 08818-7825 ("Buyer").

      WHEREAS, Seller is the fee simple owner of Block 2.18, Lot 1201 in Oakland
Borough,  Bergen County, New Jersey,  described in Exhibit A attached hereto and
made a part hereof and has full authority to enter into this Agreement; and

      WHEREAS,  Seller wishes to convey its  ownership  interest in a portion of
Block 1201, Lot 2.18,  consisting of approximately  sixty-eight (68) acres, (the
"Premises")  and  generally  consisting  of Tract  III as shown on the  location
survey prepared by Andrew Marshall,  Jr., dated 9/12/97, last revised on 9/17/97
attached  hereto and made a part  hereof as Exhibit A pursuant  to the terms and
conditions of this Agreement; and

      WHEREAS,  Buyer wishes to purchase the Premises  pursuant to the terms and
conditions of this Agreement.

      NOW,  THEREFORE,  in  consideration of the mutual covenants and conditions
contained herein, Buyer and Seller agree as follows:

                           1. PREMISES/PHASED PURCHASE

      A.    Seller  agrees to convey to Buyer and Buyer  agrees to purchase  the
Premises  upon and subject to the terms and  conditions of this  Agreement.  The
Premises shall be conveyed free from all liens and encumbrances,  except as this
Agreement may otherwise  provide,  by Bargain and Sale Deeds with Covenant as to
Grantor's  Acts,  on the  dates  hereinafter  fixed  for the  closings  of title
(separately,  a "Closing" and  collectively,  the  "Closings").  The deeds shall
contain either:  (1) a metes and bounds  description in accordance with a survey
prepared in accordance  with Paragraph 6, below;  and/or (2) a reference to lots
on a plat that has been or will be filed  simultaneously  with  Closing with the
Clerk of Bergen County,  and/or (3) reference to units in a recorded Master Deed
creating a condominium for the Phase then subject to Closing.

      B.     The  purchase  of  the  Premises  shall  occur  in  two (2)  phases
(hereinafter referred to in this Agreement as Phase I and Phase II.) While it is
Buyer's  intention to purchase all Phases,  Buyer's purchase of Phase I does not
in any way obligate it to purchase Phase II. A conceptual  site plan is attached
hereto as Exhibit F.

                            2. PURCHASE PRICE/CLOSING

      A.    The  Purchase Price for the Premises  shall be Eighteen  Million One
Hundred  Eighty Five  Thousand  Four  Hundred  Forty Two  ($18,185,442)  Dollars
subject to  adjustment as set forth in this  Agreement  (the  "Purchase  Price")
based  upon one  hundred  seventy  four  (174)  market  rate  residential  units
consisting  of seventy  eight (78) market rate  townhomes  ("Townhomes")  at One
Hundred Eleven Thousand Seventy Nine Dollars  ($111,079) per home in Phase I and
















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ninety-six  (96) active  adult  multi-family  garden type homes  ("Active  Adult
Homes") at Ninety Nine Thousand One Hundred Eighty ($99,180) Dollars per home in
Phase II.

      B.    The  Purchase  Price  shall be paid at each  Phase  Closing  by wire
transfer or bank teller's check at Buyer's option, as follows:

      (1)   PHASE I PURCHASE PRICE.  Phase I shall consist of Seventy Eight (78)
Townhomes.  The Phase I Purchase  Price shall be calculated by  multiplying  the
number  of market  rate  townhomes  in Phase I by One  Hundred  Eleven  Thousand
Seventy Nine  ($111,079)  Dollars but in no event shall be less than Six Million
($6,000,000)  Dollars ("Phase I Minimum  Purchase  Price").  The Phase I Closing
shall take place  within  thirty (30) days after  receipt of All  Approvals  (as
defined in Paragraph 5, below).

      (2)   PHASE II PURCHASE PRICE. Phase II shall consist of Ninety Six Active
Adult Homes.  The Phase II Purchase Price shall be calculated by multiplying the
number of market  Active  Adult  Homes in Phase II by Ninety Nine  Thousand  One
Hundred  Eighty Dollars  ($99,180) but in no event shall the cumulative  Phase I
and Phase II Purchase  Price be less than Twelve Million  ($12,000,000)  Dollars
(the "Phase I and Phase II Minimum Purchase  Price").  A credit in the amount by
which the Phase I Minimum  Purchase  Price paid by Buyer  exceeded  the purchase
price  which  would  have  been due on a per  home  basis  for  Phase I shall be
credited at the Phase II Closing.  However,  in no event shall the credit reduce
the cumulative purchase price paid by Buyer for Phases I and II to less than the
Phase I and Phase II Minimum Purchase Price. By way illustration  only, if there
are forty  townhomes in Phase I, the Phase I Purchase  Price would be $6,000,000
and not the per home purchase price of $ 4,443,160.  The Minimum  Purchase Price
is $1,556,840  more than the per home price.  If there were 77active adult homes
in Phase II, the Phase II  Purchase  Price  would be  $6,080,020  ($7,636,860  -
$1,556,840).  The Phase I and Phase II Purchase Price would be $12,080,020.  The
Phase II Purchase Price shall be increased by an escalator as hereafter defined.
The Phase II  Closing  shall take place not more than  twenty  four (24)  months
after the Phase I Closing.

      (4)   ESCALATOR.  The  "Escalator"  shall be six (6%)  percent  PER  ANNUM
simple interest  prorated  monthly  commencing to run on the date of the Phase I
Closing until the date of the next Phase Closing.

      (5)   DEPOSIT.  The Deposit shall be released to Seller by Escrow Agent as
follows:

      (a)   Fifty   Thousand   ($50,000)   Dollars  at  the  expiration  of  the
            Investigation   Period,   provided  Buyer  has  not  terminated  the
            Agreement as set forth in Paragraph 3 (the Investigation Period) ;

      (b)   One Hundred Thousand ($100,000) Dollars on the six month anniversary
            of the Agreement; and

      (c)   Fifty Thousand Dollars upon the rezoning of the Property for Buyer's
            intended residential use.

      (6)   PURCHASE  PRICE  ADJUSTMENT.  Subject to Buyer's  right to terminate
pursuant  to  Paragraph  2(B)(7)  below,  in the event  that Buyer  obtains  All
Approvals  for  more/less  than One Hundred and Thirty  (130) Homes the Purchase
Price shall be  increased/decreased  by the applicable per home price, but in no
event shall be less than the applicable  Minimum Purchase Price. If Buyer closes












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title without All Approvals based on the Minimum Purchase Price and subsequently
obtains All  Approvals,  the Purchase Price shall be increased by the applicable
per home price. This provision survives closing of title.

      (7)   A.  In the event that All  Approvals are received for fewer than one
hundred thirty (130) Homes Buyer may either:  (1) terminate this  Agreement,  in
which event this  Agreement  shall become null and void and neither  party shall
have any further  obligation to the other,  except for those  obligations  which
expressly  survive  the  termination  of this  Agreement,  or (2) proceed to the
Phased Closings and pay an adjusted  Purchase Price based on the number of Homes
for which All  Approvals  are  obtained,  but in no event less than the  Minimum
Purchase Price applicable to that Phase..

      B.    Reserved

      C.    No  consideration  shall be paid for lots on which Mt.  Laurel Homes
shall be  constructed.  The  Purchase  Price is based upon the  parties'  mutual
understanding  that no Mt. Laurel Homes (defined in this  Paragraph,  below) are
required  to be  constructed  on the  Premises  and that Buyer is able to obtain
certificates  of  occupancy  for all Market  Homes  (defined in this  Paragraph,
below) on the Premises  without any  requirements to construct Mt. Laurel Homes.
"Market  Home" is  defined  as any home for which  there is no  restrictions  or
limitations  on the sales or rental prices.  In the event that the  municipality
requires  the payment of  affordable  housing  fees,  these fees shall be deemed
Construction  Costs  for  the  purposes  of  calculating  Profit  Sharing  under
Paragraph  2 J. An  affordable  housing  fee is defined as a payment of any kind
required in lieu of  restrictions  or limitations on the sales or rental prices,
which  restrictions or payments are imposed by any governmental  entity or court
or pursuant to any court order or governmental implementation of any court order
or  settlement  to  satisfy in whole or in part the  municipality's  obligations
under the _Mt.  Laurel II decision of the New Jersey  Supreme  Court or the Fair
Housing Act or under any Council on Affordable Housing certified plan.

      D.    In the  event that  Buyer  elects not to  purchase  Phase II,  Buyer
shall pay Seller a  termination  fee in the amount of One  Hundred  Twenty  Five
thousand ($125,000) Dollars.

      E.    Buyer shall have the right to pay the Purchase Price and Close title
to any Phase,  before the outside dates set forth above,  without penalty,  upon
ten (10) days written  notice to Seller.  However,  acceleration  of the Closing
date for any Phase  shall not  accelerate  the Closing  date for any  subsequent
Phase.  Rather, the remaining Phase shall not be accelerated a similar number of
months,  but shall take place in  accordance  with the schedule set forth above.
For  example,  if Buyer  accelerates  the Phase I Closing,  the Phase II Closing
shall  nonetheless take place twenty four (24) months after the required Phase I
Closing Date,

      F.    Reserved.

      G.    Buyer  shall  have the right to  commence  site  development  of the
Premises  prior to the Phase I Closing with Seller's  consent which shall not be
unreasonably  withheld or delayed,  provided that prior to  commencing  any such
site activities,  Buyer shall have posted any necessary  performance  guarantees
required by under this Agreement and named the Seller as an additional  obligee.
Such site  development  shall be  limited  to  environmental  remediation,  soil
balancing, and installation of sewer, water, drainage,  utilities and roads. All
such site  development  shall  conform with All  Approvals  and with  applicable
construction  codes and shall be at Buyer's sole cost and  expense.  In no event
shall Buyer perform any activities for which a building permit is required until
such time as Buyer has closed title to the relevant  Phases of the Premises.  In
the event that Buyer  fails to close  title to any Phases of the  Premises,  all








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such improvements and site development shall be for the benefit of Seller. Buyer
and Seller shall grant to each other the necessary  cross-easements at the Phase
I Closing.

      H.    No consideration shall be paid for the transfer of Lots and/or lands
on which Buyer,  in accordance  with All  Approvals,  does not  construct  homes
(referred  to as  "Non-Home  Lands").  Non-Home  Lands are used for open  space,
stormwater detention/retention basins or culverts, buffers, wetlands and similar
use.  If Buyer must  construct  such  improvements  on the Phase II  Property in
connection with the Phase I development,  Buyer shall bond said improvements and
name Seller as an obligee on these bonds.  Seller shall not have any  obligation
to  construct  improvements  on lands not  bought by Buyer  but  required  by an
Approval  in  connection  with a Phase  that  Buyer has  bought.  At each  Phase
Closing,   Buyer  and  Seller  shall  grant  to  each  other  easements   and/or
cross-easements  necessary for access and for the proper  functioning of utility
and  drainage  systems and for roadway  access,  and as  otherwise  necessary to
facilitate  construction  as  contemplated  by All Approvals for the Phase being
Closed.

      I.    If Buyer is unable to obtain All Approvals in such a manner that the
Phases of the Premises are subdivided  from each other Seller shall convey title
to the entire Premises to Buyer.  Buyer shall pay to Seller the Phase I Purchase
Price by wire  transfer  or, bank  teller's  check at Buyer's  option,  with the
balance  of the  Purchase  Price  for  Phase II being  secured  by the  Mortgage
Documents.  Buyer shall  deliver to Seller a Note (in the general form  attached
hereto as Exhibit B) and a  non-recourse  Mortgage (in the general form attached
hereto as Exhibit C) for the  Premises.  The Note and  Mortgage  are referred to
collectively  as the Mortgage  Documents.  Seller shall deliver to Eastern Title
Agency a Release of Part of Mortgaged  Premises (in the form attached  hereto as
Exhibit D) for those Homes which are included in Phase I and are paid for by the
Buyer at the Phase I  Closing  (the  "Release");  The  Release  shall be held in
escrow by Eastern  Title Agency until the Master Deed  creating the  condominium
regime for Phase I of the Premises  has been  recorded  with the County  Clerk's
Office or a final  subdivision plat has been filed in the County Clerk's Office.
Immediately thereafter, Eastern Title Agency shall deliver the Release to Buyer;
and the releases of the subsequent Phase shall take place in accordance with the
terms of the Mortgage Documents. In the alternative,  at Buyer's request, Seller
shall at each Phase Closing convey title to the condominium units located within
that Phase together with an undivided percentage interest in the common elements
for the Condominium. The Master Deed shall give Developer the right to construct
the  improvements on the Premises  required to serve the units being conveyed in
that Phase,  shall not obligate  Seller to make any  improvements  and shall not
require the construction of any future  condominium units beyond those contained
in the Phase being conveyed. In addition,  Seller shall have the right to review
and approve the Master Deed, which review and approval shall not be unreasonably
withheld  or delayed  and shall sign same for the  purpose of  establishing  its
consent to the filing of the Master Deed.

      This  Subparagraph  shall  survive the Closing of Title.  Buyer shall also
deliver to Seller any Bond naming Seller as an Obligee to secure the performance
of any on and off-site improvements and requirements in the Master Deed.

      Seller shall not be  obligated  to sign any document  which would have the
effect of Seller owning land which is subject to a  condominium  regime if Buyer
elects not to acquire the subsequent phase except if the condominium  regime may
be abandoned at the time that Buyer elects not to acquire the subsequent Phase.

      J.    PROFIT SHARING

      (1)   As  additional  consideration  for  the  transfer  and  sale  of the
Premises,  the Purchase price Shall be increased by a portion of the Profits, if
any (and not in any losses)  earned by Buyer in the  build-out of the  community







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(i.e.,  construction and  installation of required on and off-site  improvements
and sale of completed  homes and all other assets to third-party  purchasers and
all steps necessary to commence and complete the contemplated development). Such
profit sharing,  hereinafter  referred to as "Profit  Participation" shall be as
follows:

     (a)    Ten (10%)  percent of the  Profits in excess of a ten (10%)  percent
            Profit  Threshold  to  Buyer  on  the  build-out  and  sale  of  the
            development.

     (b)    Twenty  (20%)  percent of the  Profits  in excess of a twelve  (12%)
            percent  Profit  Threshold to Buyer on the build-out and sale of the
            development.

     (c)    Thirty  (30%)  percent of the Profits in excess of a fourteen  (14%)
            percent  Profit  Threshold to Buyer on the build-out and sale of the
            development.

     (d)    Forty  (40%)  percent of the  Profits  in excess of a sixteen  (16%)
            percent   Profit   Threshold  to  Buyer  on  the  build-out  of  the
            development.

      (2)    Profits shall be calculated on Buyer's fiscal year and shall be the
positive amount,  if any,  determined by calculating  Total Housing Revenue from
this  Community  (which  revenue shall include sales prices of Homes,  including
premiums,  discounts,  extras and profit  realized  from the resale of  off-site
property  bought to satisfy an Approval  obligation but no longer  needed),  and
subtracting  from that sum Construction  Costs for this Community (i.e.  "bricks
and mortar" construction costs, land development costs, affordable housing fees,
land  purchase  price,  real estate taxes and  homeowner  association  operating
subsidy);  Construction and Service Overheads allocable to this Community (i.e.,
construction,  services);  Selling  Overhead  allocable to this Community (i.e.,
prepaid marketing expenses, financing and closing costs, commissions,  salaries,
advertising  and general  expenses);  Capital Cost  allocable to this  Community
(i.e.. interest) and Administrative  Overhead allocable to this Community (i.e.,
Division, Region and Corporate Overhead.) In addition, an amount of One Thousand
Dollars  ($1,000)  per closed  home shall be deducted  for future home  warranty
service until Final Profit  Participation is calculated).  In calculating Profit
Threshold to Buyer, the numerator shall be Profits and the denominator  shall be
Total Housing Revenue.

      (3)   Reserved

      (4) The following  costs for the purpose of  calculating  Profits shall be
based  on  the  actual  costs  incurred  but  shall  not  exceed  the  following
percentages:

      (a)   Construction Overhead  and Service Overhead at 1.5% of Total Housing
            Revenue;

      (b)   Selling Overhead at 6% of Total Housing Revenue;

      (c)   Capital Cost, at 6% of Total Housing Revenue; and.

      (d)   Administrative Overhead is preset at 3.5% of Total Housing Revenue.

      (5)   Commencing  on the  first  quarter  following  the date  that  Buyer
conveys  its  first  home  to a  third  party  purchaser  and  on  each  quarter
thereafter, Seller shall be entitled to Interim Profit Participation

      (6)   Buyer  shall  calculate the first Interim Profit  Participation  due
Seller within ninety (90) days  following the end of the fiscal  quarter  within
which the  first  sale of a home to a third  party  purchaser  occurs  and shall







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provide quarterly  community Interim Profit  Participation  statements until the
last  home is sold to a third  party  purchaser.  Seller  may,  upon  reasonable
advance notice and during  reasonable  business hours inspect or audit the books
and records of Buyer upon which the Interim Profit  Participation  statement was
based.  If Seller objects to the Interim  Profit  Participation  Statement,  the
procedures set forth in Paragraph 2 J(9) below shall apply.

      (7)   The Profit  Participation  due Seller shall be adjusted each quarter
based upon cumulative  revenues and expenses  incurred from  commencement of the
community.

      (8)   If Seller receives Interim Profit Participation and the Final Profit
Participation  determines  that Seller was not entitled to receive  Final Profit
Participation  or an amount  less than what Seller  received  as Interim  Profit
Participation, Seller shall, within thirty (30) days notice, refund to Buyer the
appropriate amount.

      (9)   A final  accounting of the  community,  for purposes of  determining
Seller's  Final Profit  Participation  shall be conducted one (1) year after the
quarter in which the last home in the  community  is closed.  At this time Buyer
will pay to Seller its share,  if any, of any  additional  Profit  Participation
which  may be  due.  Seller,  at its  own  expense,  may  review  Buyer's  final
accounting and may upon reasonable advance notice and during reasonable business
hours  inspect  or audit the books and  records  of Buyer  upon  which the Final
Profit  Participation  Statement  was  based.  If  Seller  disagrees  with  such
accounting,  it will  provide  Buyer  with a copy of report  from an  accountant
outlining in what  respects it disagrees  with Buyer's  accounting.  The parties
will then have  twenty  (20) days to see if the matter can be  resolved.  If the
matter is not resolved,  Seller's accountant and Buyer's accountant shall select
an independent  accountant who shall make a final  determination on the issue of
Profit  Participation  based on the parameters set forth in this paragraph.  The
parties agree that any amount in dispute shall be held by Eastern Title Company.
The costs of the accountant's services shall be split evenly by the parties, but
Buyer's share of the cost shall be capped at Twenty Thousand ($20,000) Dollars.

      (10)  Buyer shall pay Seller Interim Profit Participation and Final Profit
Participation  together with the Interim/Final Profit Participation  Statements.
Seller shall pay Buyer any refund within thirty (30) days of receiving the Final
Profit Participation Statement.

      (11)  Any  information collected by Seller during the course of its review
of any  Interim  or  Final  Profit  Participation  shall be  deemed  proprietary
information  of Buyer  and  shall be kept  strictly  confidential  except to the
extent  required  to  resolve  any  controversy   between  the  parties  in  any
administrative or legal proceeding.

                             3. INVESTIGATION PERIOD

      A.    Buyer has ninety (90) days from the Effective Date of this Agreement
to conduct investigations,  tests, studies and inspections of any kind or nature
whatsoever including,  without limitation, soil and groundwater sampling, and to
make a complete and independent  investigation of all aspects of the transaction
contemplated by this Agreement  including,  but not limited to, the condition of
the Premises, all correspondence,  instruments,  agreements,  contracts,  books,
documents,  records,  plans,  drawings,   specifications,   brochures,  permits,
licenses,  registrations,  consents, approvals and authorizations concerning the
Premises  to  determine  the  feasibility  of  development  of the  Premises  in
accordance with Buyer's plans (the "Investigation Period").











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      B.    Reserved.

      C.    Buyer  and its agents have the right,  upon prior  notice,  to enter
onto the Premises for all purposes  contemplated  by this  Agreement  during the
term of this Agreement.

      D.    Buyer shall provide Seller with proof of Buyer's liability insurance
coverage naming Seller as an additional insured with respect to the Premises and
having  a  combined  single  limit  of  not  less  than  Three  Million  Dollars
($3,000,000.) with at least Ten Million Dollars  ($10,000,000.) excess liability
coverage.  Buyer or  Buyer's  agents  shall  also  carry  worker's  compensation
insurance  for such  activities.  Buyer shall  repair any damage  caused by such
testing and shall restore the Premises to  substantially  the same  condition as
existed  immediately prior to such testing.  Buyer hereby  indemnifies and holds
Seller harmless from any liability to the extent related to any negligent act or
omission of Buyer or Buyer's agents or representatives in the performance of any
and all activities  conducted on the Premises by Buyer until Closing,  except to
the extent such liability is the result of Seller's acts or omissions..

      E.    Seller shall make available at its office for inspection and copying
on and after the date of this  Agreement,  copies  of any and all  documents  in
Seller's or Seller's agents'  possession  concerning the portion of the Premises
to be purchased by Buyer for development  which includes the documents set forth
in Exhibit E.

      F.    Buyer  may  terminate  this  Agreement  in its  sole,  absolute  and
unfettered  discretion prior to the end of the  Investigation  Period.  If Buyer
terminates  this  Agreement  pursuant to this Paragraph  3(F),  Buyer shall give
written notice to Seller and Escrow Agent (as defined in Paragraph 4 (A), below)
on or before the expiration of the  Investigation  Period.  Upon receipt of such
notice,  the Escrow Agent shall,  within  three (3)  business  days,  return the
Deposit (as defined in Paragraph 4, below) with all interest  accrued thereon to
Buyer,  in which  event this  Agreement  shall  become null and void and neither
party shall have any further obligation to the other. Failure of Buyer to send a
timely  notice  of  termination,  shall  not be  deemed a waiver of the right to
terminate.  If Seller does not receive a notice of termination,  it shall send a
notice to Buyer that the Investigation  Period has expired and if Buyer fails to
terminate  within  three (3) days of receipt of  Seller's  notice,  the right of
Buyer to terminate under this Paragraph shall expire.  If Buyer  terminates,  it
shall provide copies of  non-proprietary  investigation  reports  concerning the
condition of the Premises,  such as soils reports and  environmental  reports to
the  Escrow  Agent,  who must hold such  reports  in  escrow  and treat  them as
confidential  material  until such time as Buyer has  received  the Deposit from
Escrow  Agent  after which date these  investigation  reports can be released to
Seller.  Buyer shall have the right to use these reports to the extent permitted
by the  applicable  consultant  and Buyer shall have no  liability  to Seller in
connection with its use and reliance on any report or document.

                       4. DEPOSIT/ADDITIONAL DEPOSITS/OPTION PAYMENTS

      A.    Upon  the  Effective  Date of this  Agreement,  Buyer  shall  pay to
Seller's  attorney Jerome Vogel,  Jeffer Hopkinson & Vogel,  1600 Rt. 208 N. Box
507,  Hawthorne,  NJ 07507 ("Escrow  Agent"),  a deposit of Two Hundred Thousand
($200,000.00)  Dollars (the "Deposit").  The Escrow Agent shall hold the Deposit
in a federally  insured  interest  bearing attorney trust account located in the
State of New Jersey.  If Buyer does not terminate the Agreement prior to the end
of the  Investigation  Period,  the Deposit,  together with all interest accrued
thereon,  shall be released to Seller in accordance with Paragraph 2.(B)(5), and
the Deposit plus interest shall become  non-refundable unless Buyer subsequently
terminates  this Agreement  based upon: (a) the failure of Seller to clear title
or survey  objections  pursuant to Paragraph 6;  (b)eminent  domain  pursuant to
Paragraph  8;  (c)  the  default  of  Seller  pursuant  to  Paragraph  9; or (d)
misrepresentations by Seller pursuant to Paragraph 22.






                                       7
<PAGE>

      B.    The  Deposit  shall be credited  against the Purchase  Price at each
closing, pro rata at each closing, pro rata per home.

      C.    If  Buyer  exercises  its right to an Extension of the Agreement (as
defined in Paragraph 5(C) (1),  below),  Buyer shall pay to Seller an additional
deposit (the "Additional Deposit") of Twenty Five Thousand ($25,000) Dollars for
each such Extension. The Additional Deposit(s) shall be non-refundable except in
those  instances where Buyer is entitled to a return of the Deposit as set forth
in this Paragraph,  above, in which case the Deposit and Additional  Deposit(s),
together  with all  interest  accrued  thereon  shall be refunded to Buyer.  The
Additional Deposit(s) shall not be credited in part or in their entirety against
the Purchase Price.

      D.    Escrow Agent.

      (1)   If,  for any reason, Closing does not occur and either party makes a
written  demand upon Escrow  Agent  hereunder,  Escrow  Agent shall give written
notice to the other  party of such  demand.  If Escrow  Agent does not receive a
written  objection from the other party to the proposed  payment within ten (10)
business  days after the giving of such notice,  Escrow Agent is  authorized  to
make such payment.  If Escrow Agent does receive such written  objection  within
such 10 day  period,  or, if for any other  reason,  Escrow  Agent in good faith
elects not to make such payment,  Escrow Agent shall:  (i) continue to hold such
amount until otherwise directed by written instructions from the parties to this
Agreement or a final judgment  (beyond any applicable  appeal period) of a court
of competent  jurisdiction  or (ii) deposit such funds with a court of competent
jurisdiction  selected  by the Escrow  Agent,  in which event all  liability  of
Escrow Agent with respect to such funds shall terminate.

      (2)   The  duties  of  Escrow  Agent as set  forth in this  Paragraph  are
subject to the following  provisions which are expressly  approved by Seller and
Buyer;

      (a)   Escrow  Agent shall be liable as a depository  only and shall not be
responsible for the  sufficiency or accuracy of the form,  execution or validity
of any documents  delivered to Escrow Agent  hereunder or any description of the
Premises or other thing contained  therein or the identity,  authority or rights
of the persons  executing or  delivering or purporting to execute or deliver any
such document. Escrow Agent's duties hereunder are limited to the safekeeping of
the Deposit and such other as are  delivered to it, and the delivery of the same
in accordance herewith.

      (b)   Escrow  Agent  shall not be liable for any act or  omission  done in
good  faith,  or for any claim,  demand,  loss or damage made or suffered by any
party to this  Agreement,  excepting  such as may arise  through or be caused by
Escrow Agent's willful misconduct or gross negligence.

      (c)   Escrow  Agent  shall not be liable for  collection  items  until the
proceeds of the same in actual cash have been received by Escrow  Agent.  Escrow
Agent is  authorized  to rely on any  document  believed  by Escrow  Agent to be
authentic in making any delivery of funds or Premises hereunder.

      (d)   In the event of a dispute arising under this Agreement, Escrow Agent
shall not be disqualified from representing Seller

      F.    Seller's  and  Buyer's  Federal  Tax  Identification  Numbers are as
follows:

            Seller:           13-1803-974
            Buyer:            22-3556344










                                       8
<PAGE>

      G.    Commencing  June 1,  2005 and  terminating  on the date of the first
Phase Closing,  Buyer shall pay Seller each year an Option Payment in the amount
of One Hundred  Twenty Five  ($125,000)  Thousand  Dollars in  consideration  of
Seller's  carrying costs of the Premises for the prior year. An adjustment shall
be made at the Phase I Closing  for the number of days  between  the last option
payment and the date of the Phase I Closing.  The Option  Payments  shall not be
applicable  to the  Purchase  Price but shall be  applicable  to any  Additional
Payments due in connection  with Buyer  exercising  its right to an extension of
the Agreement pursuant to Paragraph 4C.

                      5. GOVERNMENTAL APPROVALS CONTINGENCY


      A.    Unless waived by Buyer in writing, Buyer's obligation to close title
pursuant to this  Agreement is contingent on Buyer's  receiving All Approvals as
defined as all necessary  nonappealable rezoning,  final approvals,  permits and
agreements  containing  terms and conditions  acceptable to Buyer needed for the
uninterrupted  development  of at least one  hundred  seventy  four (174)  Homes
consisting of ninety-six (96) Active Adult Garden Homes and  seventy-eight  (78)
Townhomes  (collectively  the  "Development")  to  completion  and  which  final
approvals  shall  include,  but  not be  limited  to the  governing  body of the
Township,  Township  Planning  and  Zoning  Boards,  New  Jersey  Department  of
Environmental  Protection,  New Jersey Department of Transportation,  New Jersey
Department of Community Affairs Registration,  County Planning Board,  Municipal
or Regional Sewerage/Utilities  Authority, County Soil Conservation District and
any and all other approvals,  permits and agreements  necessary or desirable for
the development and construction of the Premises,  including the right to obtain
a building  permit for the first Home in the  development  but not the  building
permit itself. Each such approval shall be referred to as an "Approval."

      B.    The  Premises are not currently  zoned for the use  contemplated  by
this Agreement..  Unless waived by Buyer in writing, Buyer's obligation to close
title pursuant to this Agreement is contingent on Buyer's  obtaining a final and
nonappealable  municipal rezoning of the Premises to permit the use contemplated
in this Agreement (hereinafter  "Rezoning").  After the end of the Investigation
Period,  Buyer shall submit a written  request to the  municipality's  governing
body for the Rezoning.  If the municipality's  governing body fails to adopt the
Rezoning  ordinance  within twenty four (24) months after the  expiration of the
Investigation  Period (the  "Rezoning  Period"),  either  party may upon written
notice to the other terminate this Agreement in which event this Agreement shall
become null and void and neither party shall have any further  obligation to the
other.. Notwithstanding the foregoing in the event that a rezoning ordinance has
been  recommended  by the Planning Board prior to the expiration of the Rezoning
Period,  Seller shall not be permitted to  terminate  the  Agreement  unless the
municipality's  governing  body  fails to adopt the  Rezoning  ordinance  within
thirty six (36) months after the expiration of the Investigation  Period. In the
event  that the  Agreement  is  terminated  because  the  Premises  has not been
rezoned, Seller shall be entitled to a quit claim assignment of all applications
with  related  documents  submitted  by Buyer to  obtain  the  Rezoning  and All
Approvals  and due  diligence  documents  as set forth in  Paragraph 3 F. Seller
shall not be entitled to any proprietary  information  which includes Buyer's an
internal work product.

      C.    (1) Buyer shall have twenty-four (24) months from the Effective Date
of this Agreement to obtain All Approvals (the "Approval  Period").  If Buyer is
unable to obtain All Approvals within the Approval  Period,  provided that Buyer
is diligently  seeking All Approvals,  upon written notice to Seller and payment
of the Additional  Deposit in accordance with Paragraph 4C, above,  Seller shall
grant to Buyer four (4)  extensions  of the  Approval  Period,  each for six (6)
months.  The first such extension period shall be known as the "First Extension"
and the second such  extension  period shall be known as the "Second  Extension"








                                       9
<PAGE>

and the third  such  extension  period  shall be known as the  "Third  Extension
Period"  and the fourth  such  extension  period  shall be known as the  "Fourth
Extension Period." The right to the First through Fourth Extension Periods shall
not be  applicable  to the  grant of the  Rezoning  set forth in  Paragraph  5B.
However,  these extension  periods shall be applicable if the  municipality  has
granted the rezoning  and it is being  challenged  by a third party.  The Fourth
through Twelfth Extension  Payments are not refundable and are not applicable to
the purchase  price.  These  extension  payments are independent of the $125,000
Option Payments due under Paragraph 4 G.

      (2)   In  the event this  Agreement is extended for any of the reasons set
forth in Paragraph  5(D),  each six month time period by which this Agreement is
extended beyond the expiration of the Fourth  Extension period shall be known as
the Fifth  through  Twelfth  Extension  Periods,  respectively.  Buyer shall pay
Seller the sum of $100,000 for the Fifth  Extension  Period and $100,000 for the
Sixth  Extension  Period.  Buyer  shall pay Seller the sum of  $200,000  for the
Seventh  Extension  Period and $200,000 for the Eighth Extension  Period.  Buyer
shall pay Seller the sum of $300,000 for the Ninth Extension Period and $300,000
for the Tenth Extension  Period.  Buyer shall pay Seller the sum of $400,000 for
the Eleventh Extension Period and $400,000 for the Twelfth Extension Period.

      (3)   Not later than ten (10) days prior to the end of the Approval Period
and not later than ten (10) days prior to the end of any prior extension period,
Buyer shall deliver  written notice to Seller as to whether or not Buyer intends
to exercise  its right to an  extension,  as set forth above  together  with any
applicable  payment due for that extension  period.  Failure of Buyer to deliver
such  notice  shall be deemed to be a default  under this  Agreement  and Seller
shall proceed in accordance with Paragraph 9, below.

      D.    Buyer shall have the right, but not the obligation, to undertake any
litigation  in  order  to  obtain  All  Approvals  with  conditions   reasonably
satisfactory to Buyer including,  without  limitation,  the right to litigate to
the ultimate  decision maker.  While this Agreement is in effect,  Seller is not
permitted to initiate  litigation  challenging  any  Approval for the  Premises.
However,  if any party,  person or entity  including,  but not limited to, Buyer
initiates  litigation or otherwise  appeals any Approval or permit or the denial
of any Approval or permit for the  Premises or the  revocation  thereof,  or any
administrative  actions or inactions or the denial or  revocation  thereof,  the
time  periods in this  Agreement  shall be extended by the length of time during
which any such  appeal is  pending,  but not beyond a date which is 8 years from
the  date  of this  Agreement..  Notwithstanding  the  foregoing,  this  tolling
provision shall not apply if the municipality  denies the rezoning request,  but
shall  apply  if the  municipality  grants  the  rezoning  and the  rezoning  is
challenged by a third party. Similarly, the time periods in this Agreement shall
be extended by the length of time during which any moratorium is in effect as to
utility connections or usage, approvals,  permits or applications related to the
development  of the  Premises,  but not  beyond a date which is 8 years from the
date of this Agreement..  If an  appeal/litigation  results in the denial of any
Approval  or sustains  the denial of any permit or  Approval  by a  governmental
agency  relating to the  development  of the Premises,  Buyer has the right,  by
written  notice to Seller  within  twenty  (20) days after the date of the Court
Order memorializing such denial, to: (1) waive any such Approval and close title
to the  Premises  and  pay the  Purchase  Price  therefore  in  accordance  with
Paragraph 2 of this Agreement;  or (2) terminate this Agreement,  in which event
neither  party shall have any further  obligation  to the other except for those
obligations that expressly survive the termination of this Agreement

      E.    Seller  agrees to execute  promptly  all  applications  and  related
documents  that are  presented  to Seller by Buyer in  connection  with  Buyer's
pursuit  of All  Approvals,  at no  cost  to  Seller.  All  costs  and  expenses
associated  with obtaining All Approvals shall be the  responsibility  of Buyer.
Buyer has total control of the approval process, including,  without limitation,







                                      10
<PAGE>

the right to designate all professionals who will be engaged during the approval
process.  Buyer shall also apply for other  Approvals  within the foregoing time
period.

      F.    Reserved.

      G.    Buyer  has the right to waive the  receipt of All  Approvals  at any
time and proceed to Closing upon ten (10) days written notice to Seller. In such
event, the Purchase Price shall be determined by the number of Homes approved in
the preliminary site plan/subdivision  approval granted by the Township Planning
Board, or if no such approval has been granted,  the Purchase Price shall be the
Minimum Purchase Price for the Premises.

      H.    Seller  shall join Buyer: (1) in  filing/recording a condominium map
or subdivision  plat in the County Clerk's office;  and (2) in the dedication of
streets,  rights-of-way,  and any easements to the extent reasonably  necessary,
prior or  subsequent to the Phase I Closing;  provided  however,  that:  (a) any
plats, plans, dedications of streets, rights-of-way,  and easements are approved
in writing by Seller,  which  approval  shall not be  unreasonably  withheld  or
delayed;  and (b) all costs incident thereto shall be paid by Buyer.  Buyer will
post the necessary performance guarantees and escrow fees and pay any inspection
fees required by the Township and County  Planning Boards in order to permit the
condominium  map  and/or  subdivision  plat to be  filed in the  County  Clerk's
Office. If Buyer has posted said guarantees and paid such fees, and Closing does
not occur pursuant to this Agreement (1) as a result of Seller's default; or (2)
Seller  develops the Premises in accordance  with any Approvals for the Premises
obtained by Buyer,  Buyer shall  terminate the bonds  (except if the  obligation
survives  a Phase I  Closing)  and  Seller as  obligee  under  these  bonds must
consent.  Buyer shall be entitled to a refund of its still outstanding  deposits
and  inspection  fees  from  the  relevant  governmental  authority.  It is  the
obligation of a successor developer to replace the guarantees and fees.

      I.   If any Approval requires that a Developer's Agreement be entered into
with the  appropriate  governmental  agency prior to the Phase I Closing,  Buyer
shall  submit  such  Developer's  Agreement  to Seller  for its  prompt  review,
approval and  signature,  which shall not be  unreasonably  withheld or delayed.
Buyer shall indemnify and hold Seller harmless for any obligations arising or in
any way connected with the Developer's Agreement it is signing on Buyer's behalf
and shall name Seller as an Obligee on any bonds,.  J. Seller shall be deemed to
have  approved  any  application,  document  and/or plan  delivered to Seller if
Seller fails to respond to Buyer within ten (10) business days of said documents
being provided to the Seller.

      K.    Buyer  and Seller  acknowledge  and agree that the  Premises are not
currently zoned for Buyer's intended use as a residential condominium and that a
rezoning of the Premises will be required as part of the Governmental  Approvals
Contingency.

      L.    Buyer  and  Seller  acknowledge  and agree that the  Premises  are a
portion of Block 1201 Lot 2.18 and accordingly,  Buyer must obtain a subdivision
of Block 2.18 Lot 1201 to create  Tract II and Tract III as  generally  shown on
Exhibit A.  Seller  shall agree to changes in the  location  of the  subdivision
lines required by governmental  reviewing agencies and authorities provided that
such changes would not adversely affect Seller's ability to use Tract II for its
current use..

      M.   Buyer  shall name Seller as a joint obligee on all performance  bonds
in  connection  with  development  of Phase I and Phase II to the extent that it
covers work on land not  acquired by Buyer.  Seller must release the bond if the










                                      11
<PAGE>

primary  obligee  releases it as a function of the completion of the obligations
covered by the bond(s).

                       6. TITLE AND SURVEY INVESTIGATION

      A. TITLE AND SURVEY

            (1) Within five (5) days from the Effective Date of this  Agreement,
Seller  shall  deliver  to Buyer a copy of the most  current  commitment  and/or
binder and/or policy used to insure title to the Premises and any surveys of the
Premises in Seller's possession.

            (2)  Within  sixty  (60)  days  from  the  Effective  Date  of  this
Agreement,  Buyer shall deliver to Seller (a) a copy of the commitment to insure
title  from the  title  company  chosen  by Buyer or the  report  from the title
company  chosen by Buyer  refusing to issue a  commitment  to insure  marketable
title ("Buyer's  Title  Report"),  together with a list of items which appear on
Buyer's Title Report to which Buyer objects;  and (b) a certified  survey of the
premises  together  with a list of any items  appearing  on the  survey to which
Buyer objects.

            (3) Not later than twenty (20) days after  Seller  receives  Buyer's
title and survey  objections,  Seller shall notify Buyer which of the objections
Seller shall cure prior to or at the Phase I Closing, including when and in what
manner  said  items  are to be cured.  If Buyer is  dissatisfied  with  Seller's
response  or lack of  response,  Buyer has from the  latter of (a) ten (10) days
from receipt of Seller's  response or (b) the  expiration  of the  Investigation
Period to either:  (i)  terminate  this  Agreement  and  receive a refund of the
Deposit  together  with  all  interest  accrued  thereon,  in which  event  this
Agreement  shall  become null and void and neither  party shall have any further
obligation to the other; or (ii) agree to accept the exceptions  which appear on
the Title Report and which are not  identified as those which are to be cured by
the Seller prior to or at the Phase I Closing (the "Permitted  Exceptions")  and
proceed under this Agreement.

            (4) If Seller  agrees to cure under  Paragraph  6(A)(3)  above,  but
fails to do so,  Buyer has the right to:  (i) delay any Phase  Closing to a date
specified by Buyer so that Seller or Buyer  removes or cures such  objections at
Seller's  expense;  or (ii) close title to that Phase for which Closing is being
held  and pay the  Purchase  Price  (or  portion  thereof)  when  due;  however,
sufficient  sums  from  the  proceeds  due  Seller  at such  Phase  Closing,  as
determined by Buyer's title insurance company,  shall be placed into escrow with
Buyer's  title  insurance  company,  and shall be used by Buyer to cure or clear
such objections at Seller's expense,  with Seller being obligated to satisfy any
deficiency and Buyer  refunding any portion  remaining after curing said defect;
or (iii)  terminate this Agreement and receive a full refund of the Deposit plus
all interest  accrued thereon plus Approvals costs  (including,  but not limited
to,  consultants',  engineering and application fees) and interest  thereon,  in
which event this  Agreement  shall become null and void and neither  party shall
have any further obligation to the other.

      B. As a condition  precedent to Buyer's  closing title to any Phase of the
Premises,  at each  Closing,  Seller shall convey fee simple,  marketable  title
insurable at regular rates by Buyer's title insurance  company,  subject only to
the Permitted Exceptions.

      C. From the date of this  Agreement,  Seller  shall not permit any further
encumbrance  to appear of record on the Premises  without  Buyer's prior written
approval which shall not be  unreasonable  withheld or delayed.  Notwithstanding
the foregoing,  Seller can mortgage the Premises before the Phase I Closing from
an institutional  lender provided that either (I) the amount of the mortgage can








                                      12
<PAGE>

be  satisfied  from the Phase I Closing  Proceeds or (ii) the lender  provides a
recordable  Discharge  of  Mortgage  for the  Premises  at the  time of the loan
transaction which Discharge of Mortgage shall be held in escrow by Buyer's title
insurance  company.  Seller can mortgage the Premises  from a  non-institutional
lender  provided that the lender provides a Discharge of Mortgage at the time of
the loan  transaction  which  Discharge  of Mortgage  shall be held in escrow by
Buyer's title company.

      D. Within  thirty (30) days of the date of  execution  of this  Agreement,
Seller shall cause any  person(s) or entities who have liens on the Premises to:
(i)  deliver to Buyer a  schedule,  certified  by such  lienholder,  showing the
amount of money due on its lien; (ii) affirm to Buyer in a signed document which
shall be in recordable  form,  that to the extent payments are made to Seller in
accordance with the terms and amounts set forth in this Agreement,  as adjusted,
said  lienholder  agrees to release its lien at the time of each Phase  Closing.
Seller shall provide Buyer with evidence of the  appropriate  release  documents
prior to each Phase Closing.

                            7. ENVIRONMENTAL MATTERS

      A. Seller  represents  and  warrants to Buyer  that:  with  respect to the
portion  of the  Premises  to be  conveyed  to  Buyer  (1)  that  Seller  has no
knowledge,  about Hazardous  Substances (as defined in Subparagraph 7(B), below)
on,  under,  at,  emanating  from or  affecting  the  Premises in  violation  of
Environmental  Laws (as defined in Subparagraph 7(B), below); (2) to the best of
Seller's  knowledge  Seller has never used the  Premises  for the use,  storage,
release,  dumping,  treating or disposal of any Hazardous  Substance  except for
testing diesel fuel generators.;  (3) to the best of Seller's knowledge,  Seller
has not created, suffered or permitted the Discharge (as defined in Subparagraph
7(B),  below) of any  Hazardous  Substance  on,  under,  at,  emanating  from or
affecting the Premises,  nor directly or indirectly  into any waterways  flowing
upon, under or near the Premises, nor does Seller have any knowledge of any such
Discharge of a Hazardous  Substance by any third party;  (4) there is no pending
or threatened claim, directive,  suit, action,  complaint,  notice of violation,
investigation  or  proceeding  by any  governmental  authority  or  third  party
respecting the Premises arising out of the violation or alleged violation of any
Environmental Laws or the Discharge of any Hazardous  Substance;  (5) Seller has
provided  Buyer with all  Environmental  Documents  (as defined in  Subparagraph
7(B),  below) in Seller's  possession or under Seller's  control  concerning the
Premises;  and (6) the New Jersey  Department of  Transportation  placed crushed
stone of the  premises  in  connection  with the  construction  of Route 287 and
Seller has no knowledge about the nature of the crushed stone and whether or not
it contained  Hazardous  Substances or any other discharges which may have taken
place in connection with construction of Route 287.

      B. The following definitions shall apply in the Agreement:

            1.  "Discharge"  shall  mean  the use,  generation,  transportation,
manufacture,  treatment,  delivery,  storage,  handling,  release,  spill, leak,
disposal, pouring, emitting, emptying or dumping of a Hazardous Substance.

            2.   "Environmental   Documents"   shall   mean  all   environmental
documentation  in the  possession or under the control of Seller  concerning the
Premises or its environs,  including without limitation,  Phase I reports or any
other  plans,  reports  and  sampling  results and any  correspondence  or other
documentation to or from any governmental authority.













                                      13
<PAGE>

            3.  "Environmental  Laws" (and  individually,  "Environmental  Law")
shall  mean each and  every  applicable  federal,  state,  county  or  municipal
statute, ordinance, rule, regulation, order, code, directive or requirement.

            4. "Hazardous  Substance"  shall include,  without  limitation,  any
regulated  substance,  toxic substance,  hazardous  substance,  hazardous waste,
pollutant or contaminant defined or referred to in Environmental Laws.

      C.  Seller  shall  use its  best  efforts  to  deliver  to  Buyer,  within
forty-five (45) days of the date of this Agreement,  a  nonapplicability  letter
issued by the Industrial Site Evaluation Element of the New Jersey Department of
Environmental Protection ("NJDEP") pursuant to the Industrial Site Recovery Act,
N.J.S.A.   13:1K-6   ET   SEQ.,   with   respect   to  this   transaction   (the
"Nonapplicability Letter"). Seller shall promptly apply for the Nonapplicability
Letter and shall provide Buyer with a copy of the application and submission. In
the event that Seller fails to deliver the Nonapplicability Letter as aforesaid,
Buyer shall retain the right to terminate  the  Agreement of Sale for failure to
provide  the LNA  until  the date that the LNA is  procured  but not later  than
expiration of the Investigation Period.

      D. Reserved.

      E. In the event that Seller  receives notice from Buyer or any third party
or  entity  at any time  prior to any  Phase  Closing  that any  Discharge  of a
Hazardous  Substances  has been  discovered at the Premises,  and such Discharge
occurred after the date on which Buyer conducts its  environmental due diligence
of the Premises,  Seller shall provide  notice to Buyer within three (3) days of
Seller's receiving such Notice from a third party or entity. Seller shall advise
Buyer,  within  thirty (30) days of  Seller's  receipt of such  notice,  whether
Seller shall address or remediate  such  Discharge  prior to the next Closing in
accordance  with  Environmental  Laws  and  provide  Buyer  with an NFA or other
similar  documentation  evidencing  that the  Discharge  has been  addressed  or
remediated in accordance with  Environmental  Laws. If Seller advises Buyer that
it shall not address or remediate such  Discharge,  Buyer shall have the option,
on thirty (30) days' prior written  notice to Seller,  to either:  (1) terminate
this  Agreement  in which event this  Agreement  shall  become null and void and
neither  party shall have any further  obligation  to the other except for those
obligations  which expressly  survive the termination of this Agreement;  or (2)
accept the Premises  with the Discharge and proceed to the next Phase Closing in
accordance with this Agreement in which event the term of the Agreement shall be
extended as required by Buyer to obtain  approval for the required  remediation.
Notwithstanding the foregoing,  Seller shall not have any obligations under this
Paragraph  if  the  Discharge  was  caused  by  Buyer  or  Buyer's  contractors,
consultants or purchasers in which event Buyer shall be liable for any necessary
remediation.  In addition,  Buyer shall be responsible for future  environmental
conditions of the Phase II after the Phase I Closing provided that the Discharge
was not caused by Seller or Seller's  contractors,  consultants or purchasers in
which event Seller shall be liable for any necessary  remediation and that Buyer
takes title to the Phase II Property.

      F. In the event that  Seller  advises  Buyer that it will  address  and/or
remediate the Discharge  pursuant to Paragraph 7 (E), above, and Seller fails to
provide  the NFA prior to the date set for the Phase I Closing,  then Buyer may,
at its option:  (1) delay any Closing to a date  specified by Buyer,  and Seller
shall obtain the NFA, at Seller's expense, prior to the date specified by Buyer;
or (2)  close  title to and pay the  total  Purchase  Price for the Phase of the
Premises to be conveyed; provided, however, that a sum equal to all or a portion
of the  proceeds  due Seller at Closing,  which shall be  determined  jointly by
Buyer's and Seller's environmental consultants, shall be placed into escrow with
Buyer's attorney,  which shall be used by Seller and Buyer jointly to address or
remediate  such Discharge and obtain the NFA at Seller's  expense.  In addition,








                                      14
<PAGE>

Seller shall be  obligated to pay to Buyer any sums  expended by Buyer in excess
of the sum placed in escrow,  and Buyer's  attorney  shall  refund to Seller any
sums  remaining in escrow;  or (3) terminate  this  Agreement and receive a full
refund of the Deposit and any  Additional  Deposit(s)  and all interest  accrued
thereon,  together with the cost of All Approvals  accrued by Buyer after Seller
advised Buyer that it will address and/or remediate the Discharge in which event
this  Agreement  shall  become  null and void and  neither  party shall have any
further obligation to the other except as set forth herein.

      G. In no event shall any  remediation by Seller pursuant to this Paragraph
7  involve  any  engineering  or  institutional   controls,   including  without
limitation,  capping, a deed notice, a groundwater classification exception area
or a well restriction area without the consent of Buyer..

      H. The provisions of this Paragraph 7 shall survive all Phase Closings.

                                8. EMINENT DOMAIN

      A. If,  prior to the any  Closing,  any  condemnation  or  eminent  domain
proceeding has been commenced by any governmental or  quasi-governmental  entity
or any utility authority, company or other agency against all or any part of the
Premises,  Seller  shall so  notify  Buyer  and  shall  provide  Buyer  with all
information  concerning  such  proceedings.  Buyer may then, at its sole option,
either:  (a)  terminate  this  Agreement by providing  written  notice to Seller
within twenty (20) days after receipt of the notice from Seller,  in which event
this Agreement  shall become null and void and Seller shall  immediately  return
the Deposit and any  Additional  Deposit(s)  together with all interest  accrued
thereon;  or (b) proceed to Closing as provided  hereunder,  in which case,  any
award in  condemnation  and/or unpaid  claims or rights in connection  with such
condemnation  shall be assigned to Buyer at Closing,  or if paid to Seller prior
to Closing,  credited to Buyer against the Purchase  Price at such  Closing.  If
Buyer does not terminate this Agreement,  Seller shall: (a) not adjust or settle
any  condemnation  proceedings  without the prior written approval of Buyer; (b)
keep Buyer  fully  advised as to the  status of the  proceedings;  and (c) allow
Buyer to participate in all proceedings.  Condemnation  shall include a transfer
resulting from negotiations under threat of taking.

      B.  From the date of this  Agreement,  Seller  shall not be  permitted  to
communicate  with the  Municipality or County  regarding  possible  governmental
acquisition  of the Premises  for open space  and/or park land  without  Buyer's
written consent, which may be withheld for any reason.

      C. If the  Municipality or County  exercises its powers of condemnation or
eminent  domain for the purpose of acquiring  the property for open space and/or
park land, and Buyer elects to terminate this  Agreement,  Seller will reimburse
to Buyer (i) the Deposit and Additional  Deposits paid to Seller, (ii) ten (10%)
percent of the actual  condemnation or settlement  amount for the acquisition or
taking of the  Premises  in excess of the  Minimum  Purchase  Price,  if any, in
compensation  for the  value  added to the  Premises  by Buyer by virtue of this
Agreement  and Buyer's  efforts in  endeavoring  to obtain All Approvals for the
Premises  and (iii)  Buyer's  fees to  consultants  and other  third  parties in
pursuing the Rezoning and All Approvals  provided that payment of this sum shall
not reduce the actual  condemnation  or  settlement  amount to Seller  below the
Minimum Purchase Price..

                                   9. DEFAULTS

      A.  If  Buyer  or  Seller  defaults  as to any of the  provisions  of this
Agreement,  and the nondefaulting party serves the defaulting party with written
notice  specifying the default,  the defaulting  party has twenty (20) days from
receipt of such notice to cure such default.  Failure of the defaulting party to








                                      15
<PAGE>

cure the  default  within  such time  period  shall  automatically  entitle  the
nondefaulting party to exercise its rights set forth below.

      B. Buyer's failure to cure a default:  Seller shall retain the Deposit and
any Additional  Deposits as and for  liquidated  damages as Seller's sole remedy
against  Buyer,  in which event  Seller shall have no further  recourse  against
Buyer  except  with  respect  to its rights as an oblige  under any bond  posted
pursuant to this  Agreement and this  Agreement  shall then become null and void
and  neither  party shall have any further  obligation  to the other  except for
those obligations which expressly survive the termination of this Agreement.

      C. Seller's failure to cure a default: Buyer shall be entitled to specific
performance  and direct  costs  limited to the value of the  Premise as its sole
remedy against Seller.

      Notwithstanding  the foregoing,  the parties shall be liable to each other
for monetary  damages in the event of a false  representation  set forth in this
Agreement.

                           10. REAL ESTATE COMMISSION

      A. Seller and Buyer  hereby  represent to each other that they have had no
dealings with any broker,  salesperson  or agent in connection  with the sale of
the Premises  other than SBWE,  Inc. and Richard  Meyers.  The parties agrees to
defend and indemnify each other  (including  its  affiliates,  subsidiaries  and
officers)  harmless  from and against any and all claims,  liabilities,  losses,
damages and expenses (including court costs and attorney's fees) asserted by any
and all other brokers,  salespersons  or agents with whom they have had dealings
in   connection   with  the  sale  of  the  Premises   inconsistent   with  this
representation.

      B.  Seller  shall be  responsible  for any and all  brokerage  commissions
payable to the party named in Subparagraph 10(A).

                               11. NEW JERSEY LAW

      This Agreement will be construed in accordance  with the laws of the State
of New Jersey.

                     12. POSSESSION ON CLOSING/RISK OF LOSS

      Possession of the Premises,  including, without limitation, all buildings,
garages  and other  structures,  shall be  delivered  to Buyer by Seller at each
Phase Closing:  (1) vacant and free of any leases,  licenses or rights of use by
others;  and  (2)  free  of all  furniture,  furnishings,  fixtures,  equipment,
machinery, inventory, drums and/or containers. Until delivery of the Premises at
each Phase Closing, all risks of loss with respect to the Premises,  except with
respect to Buyer's activities on the Premises,  shall be Seller's.  Seller shall
deliver the  Premises at each Phase  Closing in the same  physical  condition as
exists  at the  time of  execution  of this  Agreement,  with the  exception  of
conditions resulting from Buyer's activities on the Premises.

                   13. TAXES, ADJUSTMENTS AND INCIDENTAL COSTS

      A. Seller shall keep all real estate taxes current for the entire Premises
during the term of this  Agreement.  As Phase  Closings  occur,  Buyer  shall be
responsible  for the real  estate  taxes only on the Phases of the  Premises  to
which it has taken title.











                                      16
<PAGE>

      B. Except as set forth in Paragraph 3 F, all assessments for  improvements
(confirmed or unconfirmed),  as of each Phase Closing,  except those which are a
result of Buyer's  Approvals for the Premises,  shall be paid by Seller prior to
each Phase Closing or shall be deducted from the Purchase Price. Assessments for
improvements shall include, but are not limited to, assessments for water, sewer
and other charges  against the Premises.  This  paragraph  does not apply to any
increase in real estate  taxes  relating to a  reassessment  of the value of the
land which is governed by Paragraph 13 F.

      C. In the event Seller fails to keep taxes or assessments for improvements
current,  and Buyer is thereby  prevented  from  applying for or  obtaining  any
Approval,  including  a  rezoning,  Buyer  shall  have  the  right,  but not the
obligation,  to pay all outstanding  real estate taxes or  assessments.  In such
event, Seller shall immediately  reimburse Buyer for all amounts so expended. In
the event Seller fails to reimburse Buyer immediately,  interest shall accrue on
the amount so expended by Buyer at the rate of twelve (12%) per cent PER ANNUM.

      D. All tax apportionment,  except rollback taxes, shall be on the basis of
the fiscal year used by the municipal  taxing authority and shall be prorated to
the date of each Phase Closing. If, at Closing, the tax rate for the fiscal year
in which the Closing occurs is not fixed, the tax apportionment at Closing shall
be tentative and shall be made on the basis of the preliminary tax bills for the
Premises.  A final tax  adjustment  shall be made promptly after final tax bills
have been issued.

      E. Seller shall pay for all rollback taxes, if any,  against the Premises.
If, at the time of Closing, the final rollback tax bill has not been determined,
the  rollback  tax  adjustment  at  Closing  shall  be  tentative  and  shall be
determined  by Buyer's title  company,  which shall hold in escrow the estimated
amount of any such adjustment until the final rollback tax adjustment is made. A
final  rollback tax  adjustment on the basis of the final  rollback tax bill for
the Premises shall be made promptly after such bill has been issued.

      F. Buyer shall be liable for and shall pay for any increase in real estate
taxes attributable to a reevaluation of the Premises arising from the receipt of
Approvals  or the filing of the Master  Deed until all phases are  purchased  or
Buyer notifies Seller that it is not purchasing the next phase.

                                   14. NOTICES

      All notices,  demands or requests under this Agreement shall be in writing
and shall be hand delivered by messenger (with receipt acknowledged in writing),
delivered by courier guarantying  overnight delivery (with receipt  acknowledged
in writing) or delivered by electronic  facsimile (with receipt  acknowledged by
automated electronic response) to the parties as follows:

            TO BUYER:   K. Hovnanian North Jersey Acquisitions, L.L.C.
                        Attn: Joseph F. Riggs
                        President-Northeast Region
                        110 Fieldcrest Avenue, CN 7825
                        Edison, New Jersey 08818-7825
                        Phone: (732)-225-4001
                        Fax: (732) 225-0131
















                                      17
<PAGE>

                        K. Hovnanian  North Jersey  Acquisitions,  L.L.C.
                        Attn: James Driscoll
                        President
                        110 Fieldcrest Avenue, CN 7825
                        Edison, New Jersey 08818-7825
                        Phone: (732) 225-4001
                        Fax: (732) 225-3549

                        K. Hovnanian  North Jersey  Acquisitions,  L.L.C.
                        Attn: Francine  Chesler,  Esq.
                        Legal  Counsel
                        110  Fieldcrest Avenue, CN 7825
                        Edison, New Jersey 08818-7825
                        Phone: (732) 225-4001
                        Fax: (732) 225-3530
                        E-Mail:

            TO SELLER:  Dewey Electronics Corporation
                        27 Muller Road
                        Oakland, New Jersey 07436
                        Phone:
                        Fax:
                        E-Mail:

                        With a Copy to Seller's Counsel:

                        Jerome Vogel, Esq.
                        Jeffer Hopkinson & Vogel
                        1600 Rt. 208 N
                        Box 507
                        Hawthorne, NJ 07507
                        Phone: 973-423-0100
                        Fax:  973-423-5614
                        E-Mail:

      Either party may change its notice address,  entity or party upon not less
than ten (10) days prior written notice to the other party. All notices shall be
effective when received.

                              15. CAPTIONS/HEADINGS

      All captions and  headings  are for  reference  only and are not deemed to
define, limit, explain or amplify any provisions of this Agreement.

                            16. DRAFTING OF AGREEMENT

      This Agreement,  as a matter of convenience to both parties, was initially
prepared  by the  attorney  for Buyer.  Both  parties  agree that if there is an
ambiguity in this Agreement,  such ambiguity shall not be resolved against Buyer
solely on the basis that the Agreement was prepared by Buyer's attorney.


















                                      18
<PAGE>

                            17. INITIALING BY PARTIES

      The  parties'  initials  at the  bottom  of each  page of this  Agreement,
including each of the exhibits hereto,  constitute  acknowledgment that each has
read the  Agreement  and that all terms  hereof were  complete  and  understood.
Specific  changes,  deletions and/or additions to this typed Agreement must also
be  initialed  by both  parties,  and  initials  of  specific  changes on a page
supersede initials at the bottom of the same page.

                   18. ENTIRE AGREEMENT/COUNTERPARTS/SURVIVAL

      A. This Agreement constitutes the entire agreement between the parties. No
representations  have been made by the parties and the realtors or their agents,
except as set forth herein.  Any  modifications and amendments to this Agreement
shall be in writing  signed by Buyer and Seller.  This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be original, but
all of which together shall constitute one and the same instrument.

      B.  Notwithstanding  any  presumption  to  the  contrary,  all  covenants,
conditions  and  representations  contained in this  Agreement  which,  by their
nature,  impliedly or expressly involve performance in any way after Closing, or
which cannot be  ascertained to have been fully  performed  until after Closing,
shall survive Closing.

                           19. EXECUTION OF DOCUMENTS

      Each party shall, at the other party's request,  take such further actions
and execute such further  documents that are reasonably  necessary to effectuate
the purposes and terms of this  Agreement.  This  obligation  shall  survive the
Phase Closing(s).

                                  20. RECORDING

      Except as set forth in this  Paragraph,  neither  this  Agreement  nor any
document  referenced in this Agreement shall be recorded in any public office by
or on behalf of either party. Any recording not permitted by this Agreement may,
at the other party's option, be a default by the party doing the recording or on
whose  behalf  such  recording  was  done.   Buyer  and  Seller  shall  execute,
contemporaneously  with  the  execution  of  this  Agreement,  the  "Short  Form
Agreement"  attached  hereto as  Exhibit H and the  "Cancellation  of Short Form
Agreement" attached hereto as Exhibit I. Buyer is authorized to record the Short
Form  Agreement in the Bergen  County  Clerk's  Office  after the  Investigation
Period has expired.  The  Termination of Agreement shall be held by Escrow Agent
until the earlier of (a) the final Phase Closing; (b) written authorization from
Buyer to release  the  document  to Seller;  or (c) upon the Order of a court of
competent jurisdiction.  Notwithstanding the foregoing, Seller may disclose this
Agreement  and the terms  hereof as  necessary  to  comply  with any  applicable
Securities and Exchange Commission filing and disclosure requirements.

    Buyer has the  right to file a Notice of  Settlement  in the  Bergen  County
Clerk's Office.

                           21. BUYER'S REPRESENTATIONS

      Buyer  represents that it has the full right and authority to execute this
Agreement and consummate all of the transactions hereby contemplated. Buyer is a
limited liability company which is duly organized and validly existing under the
laws of the State of New Jersey and is in good standing.











                                      19
<PAGE>

Buyer  further   represents   that  it  will  not  make,   any   commitments  or
representations  to any applicable  governmental  authorities or to adjoining or
surrounding property owners, which would, in any manner, be binding upon Seller,
or interfere with Seller's ability to improve the Premises,  if Buyer terminates
this  Agreement  or Buyer  fails to close on all Phases.  These  representations
shall be true and correct as of each Phase  Closing and shall survive each Phase
Closing.

                          22. SELLER'S REPRESENTATIONS

      A. Seller represents and warrants,  to the best of Seller's knowledge,  as
follows:

            1. AUTHORITY.  Subject to Paragraph 26.A:  Seller has the full right
and authority to execute this Agreement and  consummate all of the  transactions
hereby  contemplated.  This  Agreement  has been duly  authorized,  executed and
delivered  by  and  on  behalf  of  Seller.  The  execution,  delivery  and  the
performance  of and  compliance  with this Agreement by Seller will not (with or
without the giving of notice or lapse of time,  or both) result in any violation
of, or be in conflict  with,  or  constitute a default  under,  the terms of any
contract,  note, indenture or other agreements to which Seller is a party, or of
any  judgment,  decree,  order,  statute,  rule or regulation to which Seller is
subject.

            2. NO ATTACHMENT. There are no attachments,  executions, assignments
for the benefit of creditors  or any pending  proceedings,  either  voluntary or
involuntary, in bankruptcy, which are contemplated or threatened against Seller.

            3. NO  LITIGATION.  There are no  existing  or  pending  litigation,
claims,  condemnations or sales in lieu thereof,  contracts of sale,  options to
purchase or rights of first  refusal  with  respect to the  Premises or any part
thereof,  nor have any such actions,  suits,  proceedings,  claims or other such
matters  been,  to the best of  Seller's  knowledge  and belief,  threatened  or
asserted.

            4.  NO  ASSESSMENTS.  Seller  has  received  no  notice  and  has no
knowledge of any pending  improvements,  liens or special assessments to be made
against the Premises by any governmental authority.

            5. ALL OWNERS BOUND.  The  execution of this  Agreement by Seller is
effectual  without the joinder of any other party and no  signatures  other than
Seller's will be required to be affixed to the deed of  conveyance  hereunder in
order to close title as contemplated by the Agreement.

            6.  NO  VIOLATION.  There  are no  violations  of law,  statutes  or
ordinances  against  the  Premises  nor any  notice  thereof,  nor have any such
violations been committed by Seller.

            7. FIRPTA. Seller represents that it is not now, nor will be at time
of closing,  a "foreign  person" as  described  in Section  1445 of the Internal
Revenue Code of 1986, as amended.

            8. ACCURACY.  All of the  documentation  supplied by Seller to Buyer
pursuant to this  Agreement,  whether an exhibit to this Agreement or otherwise,
is true and accurate in all material respects.

            9.  Seller  has not made,  and will not  make,  any  commitments  or
representations to any applicable governmental  authorities,  or to adjoining or
surrounding  property owners, which would, in any manner, be binding upon Buyer,
or interfere with Buyer's ability to improve the Premises with the  construction
of Homes.








                                      20
<PAGE>

            10.  Seller has granted no person any contract  right or other legal
right to the use of any portion of the Premises,  or the  furnishings  or use of
any facility or amenity on, or relating to, the Premises.

      B. The  representations  and warranties set forth in this Paragraph and in
Paragraph 7, above shall: (1) be true and correct as of each Phase Closing;  and
(2) survive each Phase Closing. In addition,  the truth of these representations
and  warranties  is  a  condition   precedent  to  Buyer's  performance  of  its
obligations under this Agreement. Seller has an affirmative obligation to notify
Buyer of any changes in the  representations  and warranties  during the term of
this Agreement.

      C. If any of  Seller's  representations  or  warranties  set forth in this
Agreement are not true as of the date of each Phase Closing,  Buyer, at its sole
option,  shall have the right to either:  (1) close  title to the portion of the
Premises to be conveyed at the Phase  Closing;  or terminate  this Agreement and
sue  Seller for any  damages,  which  damages  shall not exceed the value of the
Premises.  Seller shall have no liability for damages if the representations and
warranties  are not true because of a change in the law between the date of this
Agreement and the date of Closing.

      D. Reserved.

                       23. LICENSE TO ERECT SIGNS/TRAILERS

      A. Buyer is hereby granted the right to erect signs and place sales and/or
construction   trailers  with  adequate  parking  at  appropriate  locations  as
determined by Buyer on any portion of the Premises after the Rezoning Period and
before or after any Phase  Closing.  In addition,  Buyer shall have the right to
have temporary utility connections made to the trailers.

      B. The right to erect  signs or place  trailers  is subject to  compliance
with all governmental regulations after the Rezoning Period and so long as Buyer
maintains insurance naming Seller as an additional insured.

      C. If this  Agreement is  terminated  for any reason,  Buyer will promptly
remove,  at  Buyer's  sole cost and  expense,  any  signs,  trailers  or utility
connections installed in accordance herewith.

                    24. DOCUMENTS TO BE DELIVERED AT CLOSING

      A. Seller  shall  deliver the  following  documents at Closing in form and
substance  satisfactory  to Buyer and to Buyer's title  insurance  company:  (1)
Deed; (2) Affidavit of Title;  (3) Corporate  Resolution;  (4) Bonds.  (5) other
document(s)   required   under  the  Master  Deed  to  transfer   easements  and
rights-of-way;  (6)  (Partial)  Release of Mortgage;  (7)  UCC-3's;  (8) Blanket
Assignment  of  Rights  in  and  to  Approvals,   Surveys,   Engineering  Plans,
Environmental  and Other Reports and Other Matters;  (9)  Compliance  Agreement;
(10) Reserved(11) Reserved;  (12) Reserved. (13) Representations and Warranties;
(14) Paid  Receipt of Real  Estate  Broker;  (15) Tax and  Utility  Bills;  (16)
Certificate  of  Compliance  with  Section  1445 of the  Internal  Revenue  Code
(FIRPTA);  (17) Bill of Sale for Personalty;  (18) Reserved. (19) Reserved. (21)
Cross-Easement Agreement

      B. The Buyer shall deliver the  following  documents at Closing:
(1) Cross-Easement  Agreement; (2) Title Closing Statement; (3) Escrow
Agreement;  (4) Limited  Liability  Company  Certificate,  (5) Closing
proceeds and (6) copies of Bonds in which Seller is named as an oblige











                                      21
<PAGE>

      C. If Buyer takes title to the entire Premises by reference to a filed
Master Deed and gives back a Note and Mortgage to Seller for the Phase II
condominium units, Buyer at Seller's option, shall convey to Seller a contingent
assignment of all approvals and permits which would permit Seller to complete
the community in accordance with the approvals, permits and condominium
association documents in the event that Buyer does not take title to that
portion of the condominium which is located on the Phase II property.

                           25. ASSIGNMENT OF CONTRACT

      A. This Agreement is binding on the parties and on their respective heirs,
executors, administrators, successors and assigns.

      B. Buyer may not assign this Agreement except to another "Hovnanian"
affiliated entity or to an unrelated third party for financing purposes,
provided that such assignment shall not relieve Buyer of its obligations under
this Agreement ("Permitted Hovnanian Assignee"). In addition, once all
conditions precedent to Closing have been met, Buyer may assign all or a portion
of this Agreement to one or more unrelated entities provided that such
assignments shall not relieve Buyer of its obligations as more fully set forth
in this Agreement.

      C. Seller may assign this Agreement upon written notice to Buyer but
without the approval of Buyer provided that the Assignee assumes the obligations
under this Agreement and further provided that such assignment shall not relieve
Seller of its financial obligations under this Agreement..

                                26. OTHER MATTERS

      A. Notwithstanding anything to the contrary in this Agreement, Seller
shall be entitled to submit the sale of the Premises hereunder to a vote of its
stockholders at its next Annual Meeting, in which case (i) Seller shall use
reasonable efforts to obtain the approval of its stockholders, by the
affirmative vote of stockholders representing 2/3 of the outstanding common
stock, and (ii) the obligations of Buyer and Seller to complete the Closings
shall be conditioned upon receipt of such approval (and if such approval is not
obtained by March 20, 2005, either party may terminate this Agreement without
liability to the other). The date that Buyer receives notice of such approval is
referred to herein as the Seller Approval Date. Wherever any time period is
measured from the date or Effective Date of this Agreement, it shall mean the
Seller Notice of Approval Date.

      B Nothing in this Agreement is intended to, or shall, confer upon any
third party any legal or equitable right, benefit or remedy of any nature
whatsoever except to a Permitted Hovnanian Assignee.

      C. Nothing in this Agreement is intended or shall be deemed to constitute
a partnership, agency, employer-employee or joint venture relationship between
Buyer and Seller. Neither party shall incur any debts or make any commitments
for the other, except to the extent, if at all, specifically provided herein.



















                                      22
<PAGE>



      IN WITNESS WHEREOF, each party hereto, being authorized to do so and
intending to be legally bound hereby, has duly executed and entered into this
Agreement on the date first set forth above.

ATTEST/WITNESS:                K. Hovnanian North Jersey Acquisitions, L.L.C., a
                               limited liability company of the State of
                               Delaware, Buyer

/s/Richard Meyers          By:  /s/ James Driscoll
                           Name:  James Driscoll
                           Title:     Area President

ATTEST/WITNESS:            Dewey Electronics Corporation, a corporation of the
                           State of New York, Seller

/s/Carol F. Grofsik        By:  /s/ John H.D. Dewey
                           Name:  John H.D. Dewey
                           Title:   CEO

















































                                       23