Exhibit
        10.41

      Purchase
        Agreement dated October 19, 2005 between Wilshire Enterprises, Inc. and


      Citadel
        Equity Group, LLC

      


      PURCHASE
        AGREEMENT 

    

    
 

    
      	
              Contract
                Date:

            	
              October
                19, 2005

            	 
	 	 	 
	
              Seller:

            	
              Biltmore
                Club Apartments, L.L.C.

            	 
	 	
              C/o
                Wilshire Enterprises, Inc.

            	 
	 	
              One
                Gateway Center

            	 
	 	
              10th
                Floor

            	 
	 	
              Newark,
                New Jersey 07102

            	 
	 	
              Attention:   
                Daniel
                C. Pryor

            	
               

            
	 	
              Telephone:  
                201-420-2796

            	
               

            
	 	
              Facsimile:   
                 201-420-6012

            	
               

            
	 	 	 
	
              with
                a copy to:

            	
              Wilentz,
                Goldman & Spitzer, P.A

            	
              .

            
	 	
              90
                Woodbridge Center Drive

            	 
	 	
              Suite
                900, Box 10

            	 
	 	
              Woodbridge,
                New Jersey 07095-0958

            	 
	 	
              Attention:   
                Joseph
                J. Jankowski, Esq

            	
               

            
	 	
              Telephone:  
                732-855-6059

            	
               

            
	 	
              Facsimile:    
                732-726-6512

            	
               

            
	 	
              E-Mail:        
                jjankowski@wilentz.com

            	
               

            
	 	 	 
	
              Buyer:

            	 Citadel
              Equity Group, LLC	
               

            
	 	 	 
	
              with
                a copy to:

            	
              Joseph
                A. Gioia, Esq.

            	 
	 	
              Epstein,
                Fitzsimmons, Brown, Gioia, Jacobs & Sprouls, P.C.

            	 
	 	
              245
                Green Village Road

            	 
	 	
              Chatham
                Township, NJ 07928

            	 
	 	 	 
	
              Escrow
                Agent:

            	
              Wilentz,
                Goldman & Spitzer, P.A

            	 
	 	
              90
                Woodbridge Center Drive

            	 
	 	
              Suite
                900, Box 10

            	 
	 	
              Woodbridge,
                New Jersey 07095-0958

            	 
	 	
              Attention:  
                Joseph
                J. Jankowski, Esq.

            	
               

            
	 	
              Telephone:  732-855-6059

            	
               

            
	 	
              Facsimile:   
                732-726-6512

            	
               

            
	 	
              E-Mail:    
                    jjankowski@wilentz.com

            	
               

            
	 	 	 
	Real
              Property:	Forty-one
              (41)
              condominium units as listed on the attached 	 
	Exhibit
              “A”.	 	 


    

     

    
      THE
        TERMS
        LISTED IN BOLD ABOVE ARE DEFINED TERMS THAT ARE REFERRED TO THROUGHOUT THIS
        PURCHASE AGREEMENT.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        


        ARTICLE
          I

        AGREEMENT,
          PROPERTY, AND PRICE

        


        Section
          1.01. Agreement.
          Upon
          the execution of this Purchase Agreement and the payment by Buyer of the
          Initial
          Earnest Money, this Purchase Agreement (referred to as this “Contract”)
          will
          constitute a binding and effective agreement of Seller to sell the Property
          to
          Buyer and will constitute a binding and effective agreement of Buyer to
          purchase
          the Property from Seller.

        


        Section
          1.02. Inclusions in Property.
          Seller
          agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all
          of
          Seller's interest in the Property upon the terms and conditions of this
          Contract. The term "Personalty"
          means
          Seller's interest in all furnishings (except as identified in Section 1.05
          below), furniture, appliances, tools, equipment, machinery, marketing materials,
          telephone systems, office equipment, pool and patio furniture, supplies,
          inventory, and other tangible personal property owned by Seller that are
          located
          on and used in connection with the operation of the Property. The term
          "Contract
          Rights"
          means
          all Approved Project Contracts (as defined in Section 4.06(d), Tenant Deposits,
          prepaid rents (for periods after the Closing Date), tenant leases, tenant
          records, tenant files, permits, certificates of occupancy, occupancy and
          operations licenses, and all rights, if any, to any telephone numbers used
          for
          the Property. The term "Improvements"
          means
          all buildings, improvements, fixtures, pools, parking areas, sidewalks,
          landscaping, and similar structures and improvements located on the Real
          Property. The term "Other
          Rights"
          means
          Seller's interest in all logos, designs, trade names, trademarks, service
          marks,
          plans and specifications, warranties, guaranties, all electronic records
          applicable to the Property, and all additional rights, easements, and
          appurtenances pertaining to the use, ownership, or operation of the
          Improvements, including all right, title, and interest of Seller in and
          to any
          land lying in the bed of any street, road, highway, or alley adjoining
          the Real
          Property and any strips and gores adjoining the Real Property. The term
          "Property"
          means
          collectively the Real Property, Improvements, Personalty, Contract Rights,
          and
          Other Rights.

        


        Section
          1.03. Definitions.
          Capitalized terms used in this Contract, including the terms listed on
          the cover
          page of this Contract, will have the meanings ascribed in this Contract.
          

        


        Section
          1.04. Contract.
          This
          Contract consists of the main text and all exhibits to this Contract. All
          exhibits supplement this Contract. If there is a conflict between the main
          text
          of this Contract and the exhibits, the main text controls in all
          instances.

        


        Section
          1.05. Excluded Assets.
          The
          Property does not include the assets listed in Exhibit
          “B”
          ("Excluded
          Assets")
          , all
          of which will remain the property of Seller and be removed prior to the
          Closing
          Date
          (as
          defined in Section 2.04(c)). 

        


        ARTICLE
          II

        PRICE,
          ESCROW, AND PRORATIONS

        


        Section
          2.01. Purchase Price.
          The
          total purchase price (the "Price")
          for
          the Property is SIX
          MILLION NINE HUNDRED FOUR THOUSAND FIVE HUNDRED AND 00/100 ($6,904,500.00)
          DOLLARS.
          The
          Price will be paid by Buyer to Seller as follows:

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (a) Concurrent
          with the execution of this Contract, Buyer will deposit with the Escrow
          Agent in
          Good Funds (as defined in Section 2.02) an initial earnest money deposit
          in the
          amount of ONE HUNDRED THOUSAND AND 00/100 ($100,000.00) DOLLARS ("Initial
          Earnest Money").

         

        (b) By
          no
          later than the date that is 30 days after the Contract Date, and provided
          that
          this Contract has not been terminated pursuant to Section 3.01, 3.02(b),
          3.02(c)
          or 3.03(b), Buyer will deposit with Escrow Agent in Good Funds an additional
          earnest money deposit of THREE HUNDRED THOUSAND AND 00/100 ($300,000.00)
          DOLLARS
          ("Additional
          Earnest Money").

         

        (c) On
          or
          before the Closing Date, all additional amounts ("Closing
          Cash")
          required of Buyer to pay the Price, after credit for the Earnest Money,
          will be
          paid by Buyer to Seller in Good Funds.

         

        Section
          2.02. Earnest Money.
          As used
          in this Contract, the term "Earnest
          Money"
          means,
          to the extent applicable under this Contract, the Initial Earnest Money,
          the
          Additional Earnest Money, and all interest that may accrue on the Additional
          Earnest Money from time to time, and the term "Good
          Funds"
          means
          in cash, by confirmed wire transfer, by certified check drawn on any Bank,
          or by
          cashier's check issued by any Bank representing good, sufficient, and
          immediately available U.S. funds. The Earnest Money will be held by Escrow
          Agent
          in accordance with the terms and conditions of this Contract in a fully
          federally insured or federally backed investment or otherwise as approved
          by
          Buyer and Seller. At the Closing
          of Title
          (as
          defined in Section 2.04(c)), the Earnest Money will be applied by Escrow
          Agent
          for the benefit of Buyer to the Price and Buyer's share of any closing
          costs and
          prorations. The Initial Earnest Money is nonrefundable upon expiration
          of the
          Inspection Period or any permitted extension thereof, except upon a default
          by
          Seller or a permitted termination of this Contract by Buyer in accordance
          with
          the terms and conditions set forth in this Contract. The Additional Earnest
          Money is nonrefundable upon its deposit with Escrow Agent in all instances
          except in the case of a Seller default or a permitted termination by Buyer
          in
          accordance with the terms and conditions set forth in this
          Contract.

        


        Section
          2.03. Broker's Commission.
          Except
          Marcus & Millichap ("Employed
          Broker"),
          Buyer
          and Seller represent to each other that neither has dealt with any broker
          or any
          other person concerning the purchase and sale of the Property in a manner
          that
          would give rise to a claim for the payment of a commission. Each party
          agrees,
          on demand, to indemnify, defend, and hold harmless the other party for,
          from,
          and against any claim, damage, loss, liability, or exposure, (including
          attorney
          fees in a reasonable amount) arising out of any act or omission of the
          party or
          its representatives that forms the basis for any claim for a real estate
          brokerage commission. As used in this Contract, the term "broker"
          means
          any real estate broker, salesperson, agent, finder, or any other person
          entitled
          to a real estate brokerage commission. If and only if title closes in accordance
          with the terms of this Contract, Seller will pay to Employed Broker a brokerage
          commission in the amount specified in a separate brokerage agreement between
          Seller and Employed Broker. The brokerage indemnity described above will
          survive
          the cancellation or termination of this Contract. If the sale contemplated
          by
          this Contract is not consummated for any reason whatsoever, no commission
          or any
          portion of the Earnest Money will be paid to the Employed Broker, and the
          consent, approval, or joinder of the Employed Broker is not required to
          modify
          or cancel this Contract. 

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Section
          2.04. Time Periods, Closing.


         

        (a) This
          Contract constitutes an enforceable obligation of Seller to sell and Buyer
          to
          purchase the Property on the terms and conditions of this Contract when
          this
          Contract is executed by both Buyer and Seller (the “Contract
          Date”).

         

        (b) The
          "Inspection Period" will commence on the Contract Date and will expire
          on the
          date that is thirty (30) days after the Contract Date.

         

        (c) The
          completion of the purchase and sale transaction described in this Contract
          ("Closing
          of Title")
          will
          occur on or before the date that is ninety (90) days from the Contract
          Date
          ("Closing
          Date")
          on a
          date mutually agreed upon by Buyer and Seller at the office of Buyer’s attorney.
          Provided twenty(20) days advance written notice is given by Seller to Buyer,
          Seller may extend the “Closing
          Date”
by
          not
          more than thirty (30) days. As used in this Contract the term "Closing
          Date"
          means
          the actual date established for closing under this Contract.

         

        Section
          2.05. Closing Costs and Prorations.
          The
          following items will be prorated between Seller and Buyer at Closing of
          Title
          (and Buyer and Seller agree to pay their respective portions):


         

        (a) Real
          property taxes and condominium charges will be prorated between Seller
          and Buyer
          as of the Closing Date, based upon the actual amount of taxes and condominium
          charges that are attributable to the Property for the year in which the
          closing
          occurs (even if payable, in whole or in part, in the following year) and,
          if the
          actual amount is not available, an estimate of the taxes based upon the
          best
          available information. If any pro-rations are based upon estimates, then
          repro-rations will be made post-closing when tax bills and invoices from
          the
          Condominium Association for the year in which the Closing Date occurs are
          received. Seller will be responsible for the payment of all real property
          taxes
          and condominium charges that are attributable to the period of time on
          and prior
          to the Closing of Title, and Buyer will be responsible for the payment
          of all
          real property taxes and condominium charges that are attributable to the
          period
          of time after the Closing of Title.

         

        (b) With
          respect to any special assessments, improvement district assessments, municipal
          assessment districts, assessments imposed by the Condominium Association
          and the
          like that are a financial obligation on the Property or an owner of the
          Property
          (referred to collectively as ''Property
          Assessments"),
          Buyer
          and Seller agree that the Seller will be responsible for the payment of
          such
          sums in full, regardless of whether any such assessments and charges may
          otherwise be payable in installments.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (c)
           All
          Tenant Deposits will be delivered to Buyer at the Closing of Title. The
          "Tenant
          Deposits"
          consist
          of all security deposits made by tenants at the Property as of the Closing
          Date
          and all security deposits made by future tenants for which there exists
          a signed
          lease for the Property but whose occupancy does not commence until after
          the
          Closing Date, whether refundable or nonrefundable and however designated
          (such
          as, for example, last month's rent, key deposit, redecorating fee, pet
          deposit,
          etc.) and all interest thereon to which any tenant is entitled. Tenant
          Deposits
          may be returned to the applicable tenants and/or applied to any lease payments
          in the ordinary course of business by Seller.

         

        (d)
           All
          prepaid rents paid to Seller by tenants of the Property for periods subsequent
          to the Closing of Title will be paid by Seller to Buyer at the Closing
          of Title
          or, alternatively, will be credited toward the payment of the Price. All
          rental
          payments actually collected for the month in which the Closing Date occurs
          will
          be prorated as of the Closing of Title. Seller will not be entitled to
          any
          credit or payment for rents due and unpaid as of the Closing of Title,
          and
          Seller is not entitled to apply any Tenant Deposits in reduction of any
          unpaid
          rents in the 30 days prior to the Closing Date. Buyer, after the Closing
          of
          Title, will use its good faith efforts to collect past due rents and other
          damages that are owed to Seller from delinquent tenants as of the Closing
          of
          Title, but Buyer's good faith efforts will not require it to incur any
          expense
          to collect past due rents and other damages. If Buyer collects any money
          from
          tenants who, as of the Closing of Title, have past due rents, Seller agrees
          that
          the first money received by Buyer from these tenants will be applied to
          then-current rents and damages until all such amounts are fully paid, and
          subsequently, Buyer agrees to use good-faith efforts to promptly remit
          to Seller
          any additional amounts collected from these delinquent tenants to tenant
          arrearages as of the Closing of Title. Seller acknowledges that Buyer will
          not
          be required to institute any litigation or eviction proceedings or incur
          any
          cost to collect any arrearages owed to Seller.

         

        (e) All
          operating expenses for the Property during the period of time prior to
          and
          including the Closing of Title will be paid by Seller. Any bills for operating
          expenses that apply to the period of time prior to the Closing of Title
          but are
          received by Seller or Buyer after the Closing of Title will be paid by
          Seller
          through the post-closing adjustment mechanism described below. Buyer will
          be
          responsible for all operating expenses for the Property incurred after
          the
          Closing Date. All utility deposits posted by Seller will remain the property
          of
          Seller and will not be prorated. To the extent possible, utility prorations
          will
          be handled by meter readings on the day immediately preceding the Closing
          Date;
          otherwise, they will be based on prior months' bills and re-prorated on
          receipt
          of the actual bills. To the extent not prorated on the Closing Date, all
          operating expenses will be prorated and paid (adjusted), if applicable,
          under
          the post-closing adjustment mechanism established below.

         

        (f) Seller
          will pay all lease taxes and sales and use taxes for rents collected by
          Seller
          on and prior to the Closing of Title and past-due rents collected by Buyer
          after
          the Closing Date and remitted to Seller, and Buyer will pay all lease taxes
          and
          sales and use taxes for rents collected ands retained by Buyer subsequent
          to the
          Closing of Title.

         

        (g) Any
          rental or leasing commissions attributable to leases under which the tenant
          first took possession (or was first required to pay rent) prior to the
          Closing
          of Title will be paid by Seller, and any rental or leasing commissions
          attributable to leases under which the tenant first was required to pay
          rent
          after the Closing of Title will be paid by Buyer.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (h) All
          prorations will be made through the Closing Date (with the Seller being
          deemed
          the owner of the Property on Closing Date). 

         

        (i) To
          the
          extent the items established above cannot be accurately prorated on the
          Closing
          Date, adjustments to the prorations will be made from time to time after
          the
          Closing of Title by Buyer and Seller directly to take account of final
          information as to taxes and other expenses estimated as of the Closing
          of Title
          or to adjust rents or expenses that were not included in the prorations
          done at
          the Closing of Title. Buyer or Seller, as applicable, will pay the other
          on
          demand all amounts as may be appropriate based on the post-closing adjustments,
          together with interest at 10% per annum on any amount due from the date
          of
          written demand if the amount remains unpaid more than 30 days after written
          demand. Adjustments to prorations (other than prorations for taxes) must
          be
          demanded within 90 days after the Closing of Title, and adjustments to
          tax
          prorations must be demanded within 30 days after tax bills are received
          by both
          Buyer and Seller (Buyer and Seller each agreeing to provide the other with
          a
          copy of any property tax bill received by it) after the Closing Date.
          Adjustments to which either party may be entitled which are not demanded
          within
          the aforesaid time periods shall be deemed waived. These post-closing adjustment
          provisions (and the other provisions to which it applies) will survive
          the
          Closing.

         

        ARTICLE
          III

        DUE
          DILIGENCE AND BUYER CONTINGENCIES

        


        Section
          3.01. Due Diligence Documents.
          During
          the Inspection Period, Buyer and its designated agents will be permitted
          reasonable access to the documents listed on Exhibit
          “C”
          (collectively, the “Due
          Diligence Documents”).
          If
          Buyer determines that the Property is not satisfactory, then Buyer may
          terminate
          this Contract by providing Seller with written notice of termination specifying
          the matters objected to prior to the expiration of the Inspection Period.
          Upon
          timely termination of this Contract in accordance with the provisions of
          this
          Section 3.01, the Earnest Money shall be refunded to Buyer by the Escrow
          Agent.

        


        Section
          3.02. Title and Survey.
          As soon
          as reasonably possible after the Contract Date, Buyer will obtain a commitment
          for an owner's policy of title insurance (the "Title
          Report")
          and
          copies of all non-standard exceptions to the Title Report. Buyer will obtain
          at
          its expense prior to the end of the Inspection Period current survey prepared
          to
          Buyer's specifications if required by Buyer ("Survey").
          Buyer
          will have until the end of the Inspection Period within which to notify
          Seller,
          in writing, of Buyer's disapproval ("Title
          Objections")
          of any
          title exceptions or other matters that are contained in the Title Report
          or the
          Survey. Buyer's failure to make its Title Objections on a timely basis
          will be
          deemed a waiver of its title contingency under Sections 3.02(a) and (b)
          below.


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        (a) If
          Buyer
          notifies Seller of any Title Objections on or before the end of the Inspection
          Period, Seller may elect, by delivering written notice to Buyer, to: (i)
          attempt
          to cure all or any of the Title Objections, in which case any Title Objections
          cured by Seller will be considered to have been approved by Buyer; or (ii)
          not
          attempt to cure all or any of the title Objections. Seller may cure the
          Title
          Objections only by causing the removal of record of the Title Objections,
          modifying of record the Title Objections, obtaining a commitment from Buyer’s
          title insurer to eliminate the Title Objections. All such cures (other
          than
          formal removal of record) must be in a form and content reasonably acceptable
          to
          Buyer. Seller's election under subsection (i) or (ii) above must be made
          within
          10 days after Seller's receipt of the Title Objections. Seller's failure
          to make
          a timely election under subsection (i) or (ii) above will be deemed an
          election
          not to attempt to cure under subsection (ii) above. Seller will have no
          obligation or duty to cure the Title Objections or to incur any expense
          in
          curing the Title Objections, except the Monetary Liens described
          below.

         

        (b) If
          Seller
          has elected to attempt to cure any of the Title Objections pursuant to
          Section
          3.02(a)(i) above and does not or cannot cure those objections within 30
          days
          after the end of the Inspection Period (or otherwise deliver sufficient
          evidence
          within that time of Seller's ability to cure the matter at the closing),
          or if
          Seller has elected or is deemed to have elected not to attempt to cure
          pursuant
          to Section 3.02(a)(ii) above, Buyer, as its sole and exclusive remedy,
          may elect
          to: (i) waive its Title Objections and complete the purchase of the Property
          at
          the Price (without any price adjustment and without any right or claim
          to
          damages, credit, or offset for the Title Objections, except removal of
          the
          Monetary Liens, which will be paid from Seller's proceeds of sale); or
          (ii)
          cancel this Contract. Buyer's failure to make the election described in
          the
          previous sentence within 10 days after the earlier to occur of the expiration
          of
          Seller's cure period described above or Buyer's receipt (or deemed receipt)
          of
          Seller's election not to attempt to cure will be deemed a rejection of
          title as
          described in the Title Report and Survey (except for the items that Buyer’s
          title insurer has agreed to delete or modify) and Buyer's election of its
          right
          to cancel this Contract.

         

        (c) If
          Buyer’s title agent, after the expiration of the Inspection Period, updates,
          adds to, or amends the Title Report (by endorsement, amendment, or otherwise)
          to
          include a new title exception resulting from any new matters or facts that
          became known or were revealed to Buyer’s title insurer after the Contract Date
          and that were not caused by Buyer's acts, Buyer will have until the earlier
          of
          two days prior to the Closing Date or five business days following Buyer’s
          receipt of the amended Title Report (including legible and complete copies
          of
          all new title exceptions) to notify Seller in writing of its objections
          (with
          all new objections being considered as “Additional
          Title Objections”).
          If
          Buyer timely objects to any new title exception, the timing and cure provisions
          outlined in Sections 3.02(a) and (b) will apply. Notwithstanding the preceding
          portions of this Section 3.02(c), the Closing Date will not be extended
          as a
          result of the application of Sections 3.02(a), (b), and (c) and all decisions
          of
          Buyer must be made on or prior to the Closing Date.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (d) Notwithstanding
          anything to the contrary in this Contract, Seller, at its cost on or before
          the
          Closing of Title, will discharge, defease, and release the Property from
          all
          deeds of trust, mortgages, installment land contracts, mechanic's liens,
          and
          consensual liens applicable to the Property (including the payment of any
          so-called prepayment, defeasance, or other fee) (called collectively the
          "Monetary
          Liens").

         

        Section
          3.03. Inspection.


         

        (a)
           During
          the Inspection Period, Buyer and its designated agents and independent
          contractors may access the Property, including meeting with and interviewing
          the
          tenants and the officers and directors of the Condominium Association,
          during
          normal business hours to investigate the physical and environmental condition
          of
          the Property and its major components including heating, plumbing, air
          conditioning, electricity, etc. and to conduct all tests that Buyer may
          deem
          necessary. All investigations and tests must be conducted in a manner that
          does
          not unreasonably interfere with Seller's maintenance, ownership, or operation
          of
          the Property or the use and enjoyment of the Property by any tenant or
          tenant's
          guest. Written notification of the date and time of Buyer's investigations
          and
          tests must be sent to Seller at least seventy-two (72) hours before entry
          on the
          Property. All scheduling is to be coordinated among Buyer, Employed Broker
          and a
          representative of Seller (to be designated for each property).

         

        (b) 
          In the
          event that Buyer is dissatisfied with the results of its inspections or
          its
          examination of the Due Diligence Documents, Buyer may terminate this Contract
          by
          providing Seller with written notice of termination prior to the expiration
          of
          the Inspection Period. Upon termination of this Contract in accordance
          with the
          provisions of this Section 3.03(b), the Earnest Money shall be refunded
          to Buyer
          by the Escrow Agent.

         

        (c) Buyer
          agrees to indemnify, defend, and hold harmless Seller for, from, and against
          all
          damages, claims, and liabilities resulting from any tests and inspections
          performed on the Property by Buyer or its consultants, including personal
          injury
          and property damage. Specifically, Buyer agrees to restore the Property
          to its
          condition immediately prior to any invasive testing. Buyer also agrees
          to name
          Seller as an additional insured on Buyer's commercial liability insurance
          (with
          aggregate coverages of at least $1,000,000) insuring against liability
          for
          Buyer's entry on the Property.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        ARTICLE
          IV

        DEED
          AND REPRESENTATIONS

         

        Section
          4.01. Deed.
          Seller
          will convey fee simple title to the Property to Buyer at Closing of Title
          by a
          Bargain and Sale Deed with Covenants Against Grantor’s Acts (''Deed'')
          in the
          form that is attached as Exhibit
          “D”.

        


        Section
          4.02. Seller Representations.
          As of
          the Contract Date and through and including the Closing Date, the
          representations and warranties made by Seller to Buyer as detailed on
Exhibit
          “E”
          (collectively, the "Seller
          Contract Representations")
          shall
          be true and correct.

        


        Section
          4.03. Representation Breach.


         

        (a) Buyer's
          obligation to purchase the Property is conditioned upon the truth and accuracy,
          in all material respects, of the Seller Contract Representations. If Seller
          obtains actual knowledge of a material error in or material breach of any
          of the
          Seller Contract Representations prior to Closing of Title, Seller promptly
          will
          give written notice to Buyer. Upon receipt of Seller's notice, Buyer will
          have
          until the later of the end of the Inspection Period or 15 days after Seller's
          notice of error or breach to cancel this Contract and declare Seller in
          breach.
          If Buyer declares a breach, the Initial Earnest Money shall be returned
          to
          Buyer, by the Escrow Agent as Buyer's sole remedy. If the breach, however,
          is
          caused by the intentional, willful, or grossly negligent acts or
          misrepresentations of Seller, Buyer will be entitled to exercise its remedies
          established under Section 6.03 below. Unless Buyer declares a breach, the
          applicable Seller Contract Representation will be deemed amended by Seller's
          notice, and Buyer will be deemed to have elected to accept the change and
          proceed to close this transaction with no modification of the Price or
          claim on
          Seller.

         

        (b) If,
          after
          the Closing of Title, Buyer first discovers a material breach of the Seller
          Contract Representations, Buyer will be entitled to bring an action against
          Seller for the actual and direct damages incurred by Buyer as a result
          of the
          breach. Any award of damages will not include punitive damages (except
          to the
          extent of fraud of Seller) or consequential damages, whether or not
          foreseeable.

         

        Section
          4.04. Non-Survival.
          The
          Seller Contract Representations will not survive the Closing of Title but
          will
          merge with the delivery of the Deed and Bill of Sale.

        


        Section
          4.05. No Other Warranty.
          Except
          as expressly set forth in this Contract or any of the documents to be executed
          pursuant to this Contract ("Additional
          Documents"),
          Buyer
          acknowledges that Seller is selling the Property "AS IS" and that neither
          Seller
          nor its representatives or agents have made any warranties or representations,
          express or implied, oral or written, regarding any matter pertaining to
          the
          Property or its use including: (i) the physical condition, environmental
          condition, zoning, use, valuation, intended use, or other condition of
          the
          Property; (ii) its merchantability; (iii) its fitness for a particular
          purpose;
          or (iv) the physical condition, environmental condition, zoning, use, valuation,
          intended use, or other condition of any neighboring property.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Section
          4.06. Property Condition; Operating Policies.

        


        (a) Between
          the Contract Date and the Closing of Title, Seller will use its reasonable
          efforts to operate and maintain the Property in substantially the same
          manner,
          condition, and repair (subject to only ordinary wear and tear and damage
          by
          insured casualty) as Seller has operated the Property prior to this Contract
          Date. Notwithstanding the foregoing, Seller may, with the prior consent
          of the
          Buyer, renew expiring tenant leases and will not enter into new tenant
          leases
          for any vacancies as of the Contract Date or for any vacancies arising
          after the
          Contract Date. Seller acknowledges that Buyer is purchasing the Property
          in
          order to resell individual condominium units to third parties and, accordingly,
          will not
          rent any
          vacant apartment units without Buyer's consent. During the pendency of
          this
          Contract, Seller will not sell or otherwise dispose of any of the items
          comprising the Property or mortgage or create liens or encumbrances against
          the
          Property, except the use of regular operating inventory in the ordinary
          course
          of business and, to the extent Seller would otherwise replace any disposed
          of
          item in the normal course of its operations, Seller will replace the disposed
          of
          items.

         

        (b) After
          the
          Contract Date and except for tenant leases, Seller agrees that it will
          not enter
          into, terminate, or amend Project Contracts (as defined in Section 4.06(d))
          affecting the Property, including those for the furnishing of goods or
          services
          to or for the benefit of the Property, except for the entering into Project
          Contracts that are terminable without penalty upon not more than 30 days
          notice
          or unless Seller first obtains Buyer's written consent, whose consent will
          not
          be unreasonably withheld.

         

        (c) Seller
          will maintain all existing property, casualty, and liability insurance
          on the
          Property until the Closing of Title. Prior to the Closing of Title, Seller
          will
          not market the Property for sale or otherwise accept, solicit or negotiate
          any
          offers for sale or refinance.

         

        (d) On
          or
          before the expiration of the Inspection Period, Buyer may give written
          notice to
          Seller of Buyer's disapproval of any business leases and all project, service,
          advertising, locater service, and management contracts affecting the use
          or
          operation of the Property including laundry, telephone, signage, cable
          television, broadband, internet, cell towers, and antennae contracts
          (collectively, the "Project
          Contracts").
          If
          Buyer disapproves any of the Project Contracts, Seller, without adjustment
          to
          the Price, must cause the Project Contracts to be cancelled as of the Closing
          Date and, notwithstanding anything to the contrary must cause all recorded
          memorandum, security interests, or other written and recorded instruments
          evidencing the Project Contracts to be fully released of record. All Project
          Contracts not disapproved by Buyer are called "Approved
          Project Contracts."

         

        (e) In
          the
          event that governmental authorities having jurisdiction require repairs
          to units
          as a condition of issuing any permits required for transfer of title to
          such
          units, the Seller’s aggregate responsibility for such repairs shall not exceed
          $25,000.00. Buyer may assume responsibility for repairs in excess of $25,000.00
          in the aggregate or terminate this Contract, in which latter event the
          Buyer
          shall be refunded the Earnest Money. Closing of Title shall not be delayed
          by
          reason of the foregoing and, if necessary, Seller shall deposit in escrow
          such
          amounts as necessary to effectuate repairs for which Seller is responsible
          hereunder, but which repairs cannot be completed prior to Closing of Title.
          Seller’s obligation to effect such repairs shall survive closing of
          title.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
          V 

        CLOSING
          DOCUMENTS

        


        Section
          5.01. Seller's Closing Documents and Items. At
          Closing of Title, Seller will deliver to Buyer the following documents
          and items
          (all in form reasonably acceptable to Buyer, to the extent not in agreed
          form as
          an exhibit to this Contract) as to the premises described in Exhibit
          “A”
          (as and
          to the extent applicable):


         

        (a) The
          Deed;

         

        (b) A
          Bill of
          Sale transferring Seller’s interest in the Personalty in the form attached as
Exhibit
          “F”;

         

        (c) The
          Assignment and Assumption of Contracts, Leases and Other Rights ("Assignment”)
          in the form attached as Exhibit
          “G”;

         

        (d) The
          most
          current rent roll for the Property, not dated more than three days prior
          to
          Closing of Title and certified as true and complete by Seller;

         

        (e) All
          keys,
          combinations, tenant leases, tenant histories, and the like pertaining
          to the
          Property that are in Seller's possession;

         

        (f) Authorizations
          and resolutions from Seller authorizing the consummation of this
          sale;

         

        (g) A
          Non-Foreign Affidavit;

         

        (h) Evidence
          of termination of all Project Contracts required to be terminated by Seller
          pursuant to other provisions of this Contract;

         

        (i) Title
          affidavits, undertakings and any and all other documents reasonably required
          by
          the Buyer’s Title Insurer to issue the Title Policy;

         

        (j) A
          letter
          jointly signed by Seller and Buyer notifying the tenants that the Property
          has
          been sold to Buyer, advising the tenants to pay all rent to Buyer and containing
          other similar information reasonably required by Buyer;

         

        (k) Letters
          to all vendors under agreements to be assigned to Buyer at Closing of Title
          advising them of the transfer of the Property to Buyer and containing other
          related information reasonably required by Buyer;

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (l) Originals
          (or certified copies to the extent that originals are unavailable) of all
          warranties, guaranties, licenses, permits, leases, service contracts and
          other
          documents related to the ownership, construction, operation and leasing
          of the
          Property; and

         

        (m) Any
          other
          documents that may be reasonably necessary or appropriate to perform and
          satisfy
          the obligations of Seller under this Contract (including the release, discharge,
          and/or defeasance of the Monetary Liens).

         

        (n) The
          original leases, to the extent available.

         

        (o) All
          Tenant files for the prior three (3) years, to the extent
          available.

         

        (p) The
          resignation of all of Seller's representatives on the Condominium Board,
          as well
          as the resignation of any of Seller's representatives holding a Condominium
          elective office.

         

        (q) Copies
          of
          all existing Certificates of Occupancy, to the extent available, and to
          the
          extent required by the Municipality of Long Branch, any Certificate(s)
          of
          Occupancy required in connection with the subject sale.

         

        Section
          5.02. Buyer's Closing Documents and Items.
          At
          Closing of Title, Buyer will deliver to Escrow Agent the following documents
          and
          items:


         

        (a) The
          Closing Cash;

         

        (b) If
          applicable, appropriate evidence of due authorization and proper formation
          of
          Buyer; and 

         

        (c) Any
          other
          documents that may be reasonably necessary or appropriate to perform and
          satisfy
          the obligations of Buyer under this Contract.

         

        Section
          5.03. Title Policy; Realty Transfer Fee.
          The
          cost of the Buyer’s Title Policy and recordation of any Deed will be the
          responsibility of Buyer. Seller shall be responsible for the New Jersey
          Realty
          Transfer Fee and the recording fees required for the discharge or cancellation
          of the Monetary Liens.

        


        Section
          5.04. Possession.
          On the
          Closing Date, Seller will deliver exclusive possession of the Property
          to Buyer,
          subject to those title matters approved by Buyer, the tenant leases, and
          the
          Approved Project Contracts.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          VI

        GENERAL
          PROVISIONS

        


        Section
          6.01. Indemnity for Entry.
          Buyer,
          on demand, must indemnify, defend, and hold harmless Seller for, from,
          and
          against any and all loss, cost, damage, claim, liability, or expense, including
          court costs and attorney fees in a reasonable amount, arising out of Buyer's
          or
          its agent's or its independent contractor's entry on the Property for the
          purposes of its inspections and tests; however, Buyer will have no liability
          for
          any punitive damages or for or with respect to pre-existing conditions.
          The
          foregoing indemnity includes any repairs necessary to restore the Property
          to
          its condition prior to the entry and to remove and release any mechanic's
          and
          materialman's liens.

         

        Section
          6.02. Default of Buyer.
          If
          Buyer breaches this Contract, Seller, as its sole remedy, will be entitled
          to
          deliver a notice of immediate cancellation to Buyer and Escrow Agent and
          be paid
          the Earnest Money, as full, liquidated, and agreed-upon damages for Buyer's
          breach or default. With the fluctuation in land values, the unpredictable
          state
          of the economy, the fluctuating money market for real estate loans, and
          other
          factors that affect the marketability of the Property, Buyer and Seller
          agree
          that it would be impractical and extremely difficult to estimate the actual
          damages that Seller may suffer in the event of a default by Buyer. This
          remedy
          provision has been agreed-upon after specific negotiation, keeping in mind
          the
          difficulties in estimating actual damages. Buyer and Seller agree that
          the
          Earnest Money represents a reasonable estimate of the total
          damages.

        


        Section
          6.03. Default by Seller.
          If
          Seller breaches this Contract, Buyer, as Buyer's sole and exclusive remedy,
          may
          elect to: (i) cancel this Contract and receive a refund of its Earnest
          Money;
          (ii) enforce specific performance of this Contract without any right whatsoever
          against Seller to any offset or credit against the Price or to any other
          equitable or legal remedies or monetary damages; (iii) if specific performance
          is not available, commence an action for actual damages; or (iv) elect
          to waive
          the breach and close the transaction. Buyer's cancellation notice under
          subsection (i) above will be deemed effective immediately upon delivery
          of
          written notice of the cancellation to Seller and Escrow Agent. If Buyer
          fails to
          institute suit for its remedy of specific performance within 120 days following
          the scheduled Closing Date, Buyer will be deemed to have waived its specific
          performance remedy.

        


        Section
          6.04. Attorney's Fees.
          If any
          action is brought by either Buyer or Seller regarding its rights under
          this
          Contract, the prevailing party will be entitled to attorney fees in a reasonable
          amount, expenses, and court costs both at trial and on appeal.

        


        Section
          6.06. Casualty and Condemnation.
          Seller
          will promptly provide notice to Buyer of any loss, damage, or taking
          ("Loss")
          prior
          to Closing of Title. If the Loss involves the complete taking of access,
          parking
          or other material benefits, or facilities, then, within 15 days of Buyer's
          receipt of Seller's notice of the Loss, Buyer may elect to either: (i)
          terminate
          this Contract, in which case Buyer will be entitled to a return of all
          Earnest
          Money; or (ii) proceed with the purchase of the Property. If Buyer fails
          to
          timely provide notice of its election or if the Loss does not involve the
          complete taking of access, parking, or other material benefits or facilities,
          then Buyer and Seller will proceed under subsection (ii). If Buyer and
          Seller
          proceed, the Price will be adjusted downward by the amount of all awards
          and
          payments actually paid to Seller by the insurer or the condemning authority
          plus
          any deductible amounts under any applicable policies of insurance and other
          uninsured amounts. If Seller has not actually received the entire award
          or
          payment from the insurer or the condemning authority at the Closing of
          Title,
          Seller also will assign to Buyer all of its rights to any further awards
          or
          payments (including, without limitation, all casualty and rent loss
          proceeds).

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Section
          6.07. Governing Law and Exclusive Jurisdiction.
          This
          Contract is to be governed by and construed and enforced in accordance
          with the
          laws of the State of New Jersey. Any action brought to interpret enforce,
          or
          construe any provision of this Contract must be commenced and maintained
          in the
          Superior Court of the State of New Jersey, or in the United States District
          Court for the District of New Jersey. All parties irrevocably consent to
          this
          jurisdiction and venue and agree not to transfer or remove any action commenced
          in accordance with this Contract.

        


        Section
          6.08. Construction.
          The
          terms and provisions of this Contract represent the results of negotiations
          between Seller and Buyer, neither of which have acted under any duress
          or
          compulsion, whether legal, economic, or otherwise. Consequently, the terms
          and
          provisions of this Contract will be interpreted and construed in accordance
          with
          their usual and customary meanings, and Seller and Buyer each waive the
          application of any rule of law which states that ambiguous or conflicting
          terms
          or provisions are to be interpreted or construed against the party whose
          attorney prepared this Contract or any earlier draft of this
          Contract.

        


        Section
          6.09. Entire Agreement.
          This
          Contract constitutes the entire understanding between the parties pertaining
          to
          the subject matter of this Contract and all prior agreements, representations,
          and understandings of the parties, whether oral or written, are superseded
          and
          merged in this Contract. No supplement, modification, or amendment of this
          Contract will be binding unless in writing and executed by the parties.
          No
          waiver of any of the provisions of this Contract will be deemed or will
          constitute a waiver of any other provisions, whether or not similar, nor
          will
          any waiver be a continuing waiver. No waiver will be binding unless executed
          in
          writing by the party making the waiver. Time is of the essence in the
          performance of each and every term of this Contract

        


        Section
          6.10. Miscellaneous Definitions and Standards.
          Whenever the terms "sole
          discretion",
          "sole
          and absolute discretion",
          or
          "sole
          option"
          are
          used, these terms will mean that the act or decision of the party may be
          made in
          the party's independent and individual choice of judgment without regard
          to any
          objective or other standard of consideration. Except for those acts or
          decisions
          that may be made in a party's "sole
          discretion"
          etc.,
          all acts or decisions of any party to this Contract must be exercised with
          reasonable discretion. Whenever the phrase "to
          Seller's knowledge"
          or any
          variation of such phrase is used, the phrase will mean that the matter
          represented is made based upon the actual knowledge of Daniel C. Pryor,
          without
          any duty of investigation or verification of the matter on a current or
          ongoing
          basis and subject to all information given and disclosures made pursuant
          to this
          Contract. The term "will"
          denotes
          a mandatory obligation, and the term "may"
          is a
          permissive word denoting an option. 

        


        Section
          6.11. Counterparts.
          This
          Contract and any amendments may be executed in any number of original or
          telecopy counterparts, each of which will be effective on delivery and
          all of
          which together will constitute one binding agreement of the parties. Any
          signature page of this Contract may be detached from any executed counterpart
          of
          this Contract without impairing the legal effect of any signatures and
          may be
          attached to another counterpart of this Contract that is identical in form
          to
          the document signed (but that has attached to it one or more additional
          signature pages).

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Section
          6.12. Severability.
          If
          anyone or more of the provisions of this Contract or the applicability
          of any
          provision to a specific situation is held invalid or unenforceable, the
          provision will be modified to the minimum extent necessary to make it or
          its
          application valid and enforceable in a manner consistent with the intent
          of this
          Contract, and the validity and enforceability of all other provisions of
          this
          Contract and all other applications of the enforceable provisions will
          not be
          affected by the invalidity or unenforceability of any provision, so long
          as this
          Contract may still be enforced in a manner consistent with the intent of
          Buyer
          and Seller.

        


        Section
          6.13. Confidentiality.
          Without
          the prior written approval of Buyer and Seller, neither Seller, Buyer,
          nor
          Escrow Agent will make, authorize, or confirm any public announcement of
          this
          transaction or discuss this transaction or otherwise disclose any portion
          of the
          Due Diligence Documents (including all operating information) or results
          of
          environmental reports and assessments performed by Buyer, except as required
          by
          law or, as for Buyer, with those persons directly involved in the transaction
          including attorneys, advisors, partners, investors, consultants, accountants,
          and prospective lenders, without the prior written or oral consent of
          Seller.

        


        Section
          6.14. Tax Deferred Exchange.
          Seller
          and Buyer agree to cooperate in a commercially reasonable manner with each
          other
          and any designated exchange intermediary or exchange accommodation titleholder
          in order to effectuate a tax deferred exchange of the Property under Section
          1031 of the Internal Revenue Code. This obligation to cooperate does not
          include
          requiring the other party to take title to any other property to complete
          the
          exchange, to issue any legal opinions, to increase the potential liability
          of
          the non-exchange party, or to expand legal fees to review exchange documents
          in
          other than a de
          minimus
          (less
          than $1,000) amount. Seller may transfer title to the Property to a
          Seller-affiliated entity incident to effecting said tax deferred exchange.
          Such
          transfer of title will be subject to the written assignment to, and the
          assumption of this Contract by Seller’s affiliated entity.

        


        Section
          6.15. Escrow Agent.
          Buyer
          and Seller will indemnify and hold Harmless Escrow Agent from all costs,
          damages, attorney fees, expenses, and liabilities that Escrow Agent may
          incur or
          sustain in connection with this Contract, including any interpleader action
          brought by Escrow Agent, except for those matters arising out of the negligent
          acts or omissions, willful misconduct, breach contract, or breach of fiduciary
          duty of Escrow Agent.

        


        If
          conflicting demands are made upon Escrow Agent concerning this Contract,
          Buyer
          and Seller agree that Escrow Agent may hold any money and documents deposited
          under this Contract until Escrow Agent receives mutual instructions from
          Buyer
          and Seller or until a civil action has been finally concluded in a court
          of
          competent jurisdiction determining the rights of Buyer and Seller. In the
          alternative and at its discretion, Escrow Agent may commence a civil action
          to
          interplead any conflicting demands in a court of competent jurisdiction.
          Escrow
          Agent’s deposit with the court of all documents and funds concerning this Escrow
          will relieve Escrow Agent of all further liability and responsibility under
          this
          Contract, except for those matters arising out of the negligent acts of
          omissions of Escrow Agent. Buyer and Seller agree that Escrow Agent may
          represent Seller in any litigation, mediation or arbitration between Buyer
          and
          Seller.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Section
          6.16. Time for Performance. The
          time
          for performance of any obligation or for the taking of any action under
          this
          Contract will be deemed to expire at 5:00 p.m. (prevailing Eastern Time)
          on the
          last day of the applicable time period established in this Contract. In
          calculating any time period under this Contract that commences upon the
          receipt
          of any notice, request, demand, or document, or upon the happening of any
          event,
          the date upon which the notice, request, demand, or document is received
          or the
          date the event occurs (or is deemed to have occurred) is not included within
          the
          applicable time period, but the applicable time period will commence on
          the day
          immediately following. If the time for performance of any obligation or
          for
          taking any action under this Contract expires on a Saturday, Sunday, legal
          holiday, or any date Escrow Agent is not open for business, the time for
          performance or for taking such action will be extended to the next succeeding
          day which is not a Saturday, Sunday, or legal holiday and during which
          Escrow
          Agent is open for business.

        


        Section
          6.17. Notices. All
          notices, requests, demand, and other communications required or permitted
          under
          this Contract must be in writing and will be deemed to have been delivered,
          received, and effective: (i) on the date of service, if served by hand-delivery
          or by facsimile telecopy on the party to whom notice is to be given; or
          (ii) on
          the date that is one business day after deposit of the notice properly
          addressed
          to the party at the address shown on the cover page to this Contract, if
          sent by
          national overnight delivery; or (iii) three days after deposit of the notice
          properly addressed if sent by U.S. certified mail, return-receipt requested.
          The
          addresses, telephone numbers, and telecopy numbers shown on the first page
          of
          this Contract are the places and numbers for delivery of all notices. Any
          party
          may change the place or number for delivery of notice by notifying all
          other
          parties.

        


        Section
          6.18. Assignment.
          Buyer
          shall have the right to assign this Contract to any entity in which either
          or
          both Joseph A. Gioia and Richard DePetro are principals. Any assignee to
          whom
          this Contract is assigned must assume the obligations of Buyer hereunder
          and
          such assignee shall thereafter be entitled to the same rights and remedies
          as
          the original Buyer hereunder. Any such assignment shall not operate as
          a release
          of the obligations of the original Buyer hereunder.

        


        Section
          6.19. Protected Tenancies.
          The
          Seller represents that there are so-called protected tenancies pursuant
          to "the
          Senior Citizen and Disabled Protected Tenancy Act" (P.L. 1981 CH. 226)
          which to
          Seller’s knowledge are as set forth on Schedule A. 

        


        Section
          6.20 Transfer of Condominium Control. At
          closing, Seller shall use reasonable efforts to assist Buyer in transferring
          control of the Condominium Association to Buyer. In furtherance thereof,
          Seller
          shall, if required by Buyer, nominate and cast its votes in accordance
          with the
          Condominium Association by-laws for a slate of officers and directors chosen
          by
          the Buyer. Seller shall also tender the written resignations of any officers
          and
          directors which were appointed by or which are under the control of
          Seller.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Executed
          as of this Contract Date.

         

        
           

          
            	
                    CITADEL
                      EQUITY GROUP, LLC,

                    a
                      New
                      Jersey Limited Liability
                      L.L.C.,

                    Company

                  	 	
                    BILTMORE
                      CLUB APARTMENTS,

                    a
                      Delaware
                      Limited Liability

                    Company

                  
	 	 	 	By: 	Biltmore Club Holding,
                    Inc., a
                    
                    Delaware
                      Corporation, its

                    Managing
                      Member

                  
	By:	 	 	 	 
	 	Joseph A. Gioia, Member/Manager 	 	 	 
	 	 	 	 	 
	By:	 	 	By:	
                     

                  
	 	Richard DePetro, Member/Manager	 	 	
                    Daniel C. Pryor

                    President

                  


          

          

             

             

            
              	
                       

                      ESCROW
                        AGENT'S ACCEPTANCE

                       

                    


            

             

            By
              its
              execution below, Escrow Agent accepts this Contract as its escrow instructions
              and acknowledges receipt of this Contract executed by Buyer and
              Seller.

             

            
              	 	 	 
	 	Wilentz,
                      Goldman
                      & Spitzer P.A.
	 
 	 
 	 
 
	 	By:  	 
	 	
                      

                    
	 	 


            

             

          

        

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


         EXHIBIT
          “A”

        TO

        PURCHASE
          AGREEMENT

        Individual
          Units to be Conveyed

        


        
          	 	 	 	 	 	 
	
                  Unit

                  #

                	
                  Unit

                  Type

                	
                  Unit

                  SF

                	
                  As
                    of

                  12/31/04

                	
                  Marketable

                  Rent

                	
                  Lease
                    Ending

                  Date

                
	 	 	 	 	 	 
	
                  101
                    A-1

                	
                  1BR

                	
                  801

                	
                  $955

                	
                  $1,100

                	
                  3/31/06

                
	
                  102
                    A-2

                	
                  1BR

                	
                  801

                	
                  $955

                	
                  $1,100

                	 
	
                  105
                    A-5

                	
                  2BR

                	
                  1,015

                	
                  $1,229

                	
                  $1,350

                	
                  9/30/05

                
	
                  106
                    A-6

                	
                  2BR

                	
                  1,015

                	
                  $1,170

                	
                  $1,350

                	
                  3/31/06

                
	
                  108
                    A-8

                	
                  28R

                	
                  1,015

                	
                  $1,229

                	
                  $1,350

                	
                  8/31/05

                
	
                  109
                    A-9

                	
                  1BR

                	
                  801

                	
                  $1,000

                	
                  $1,100

                	
                  3/31/06

                
	
                  110
                    A-10

                	
                  18R

                	
                  801

                	
                  $955

                	
                  $1.100

                	 
	
                  111
                    A-11

                	
                  18R

                	
                  801

                	
                  $1,000

                	
                  $1,100

                	
                  3/31/06

                
	
                  112
                    A-12

                	
                  18R

                	
                  801

                	
                  $1,100

                	
                  $1,100

                	
                  4/30/06

                
	
                  113
                    A-13

                	
                  18R

                	
                  801

                	
                  $1,090

                	
                  $1,100

                	
                  4/30/06

                
	
                  114
                    A-14

                	
                  18R

                	
                  801

                	
                  $1,100

                	
                  $1,100

                	
                  4/30/06

                
	
                  116
                    A-16

                	
                  18R
                    UPGRADED

                	
                  801

                	
                  $1,000

                	
                  $1,250

                	
                  3/31/06

                
	
                  118
                    A-18

                	
                  18R

                	
                  801

                	
                  $1,000

                	
                  $1,100

                	
                  3/31/06

                
	
                  119
                    A-19

                	
                  18R

                	
                  801

                	
                  $1,003

                	
                  $1,400

                	
                  7/31/05

                
	
                  120
                    A-20

                	
                  1BR

                	
                  801

                	
                  $1,041

                	
                  $1,100

                	
                  4/30/06

                
	
                  201
                    B-1

                	
                  1BR

                	
                  801

                	
                  $1,041

                	
                  $1,100

                	
                  7/31/05

                
	
                  202
                    B-2

                	
                  1BR

                	
                  801

                	
                  $1,041

                	
                  $1,100

                	
                  7/31/05

                
	
                  203
                    B-3

                	
                  1BR

                	
                  801

                	
                  $1,050

                	
                  $1,100

                	
                  8/31/05

                
	
                  205
                    B-5

                	
                  18R

                	
                  801

                	
                  $1,041

                	
                  $1,100

                	
                  7/31/05

                
	
                  206
                    B-6

                	
                  1BR

                	
                  801

                	
                  $1,041

                	
                  $1,100

                	
                  7/31/05

                
	
                  207
                    B-7

                	
                  28R

                	
                  1,015

                	
                  $1,400

                	
                  $1,400

                	
                  3/31/06

                
	
                  210
                    B-10

                	
                  28R
                    DELUXE

                	
                  1.390

                	
                  $1,290

                	
                  $1,500

                	
                  12/31/05

                
	
                  301
                    C-1

                	
                  2BR

                	
                  1,015

                	
                  $1,275

                	
                  $1,400

                	
                  7/31/05

                
	
                  303
                    C-3

                	
                  2BR

                	
                  1,015

                	
                  $1,400

                	
                  $1,400

                	
                  3/31/06

                
	
                  307
                    C-7

                	
                  1BR

                	
                  801

                	
                  $955

                	
                  $1,100

                	
                  3/31/06

                
	
                  308
                    C-8

                	
                  1BR

                	
                  801

                	
                  $1,000

                	
                  $1,100

                	
                  3/31/06

                
	
                  309
                    C-9

                	
                  1BR

                	
                  801

                	
                  $955

                	
                  $1,100

                	
                  3/31/06

                
	
                  310
                    C-10

                	
                  1BR

                	
                  801

                	
                  $1,041

                	
                  $1,100

                	
                  7/31/05

                
	
                  311
                    C-11

                	
                  1BR

                	
                  801

                	
                  $1,050

                	
                  $1,100

                	
                  8/31/05

                
	
                  315
                    C-15

                	
                  1BR

                	
                  801

                	
                  $1,041

                	
                  $1,100

                	
                  7/31/05

                
	
                  316
                    C-16

                	
                  1BR

                	
                  801

                	
                  $1,090

                	
                  $1,100

                	
                  4/30/06

                
	
                  402
                    D-2

                	
                  1BR

                	
                  801

                	
                  $1,050

                	
                  $1,100

                	
                  9/30/05

                
	
                  403
                    D-3

                	
                  1BR

                	
                  801

                	
                  $1,041

                	
                  $1,100

                	
                  7/31/05

                
	
                  404
                    D-4

                	
                  1BR

                	
                  801

                	
                  $1,041

                	
                  $1,100

                	
                  7/31/05

                
	
                  406
                    D-6

                	
                  1BR

                	
                  801

                	
                  $955

                	
                  $1,100

                	 
	
                  407
                    D-7

                	
                  1
                    BR UPGRADED

                	
                  801

                	
                  $955

                	
                  $1,250

                	 
	
                  409
                    D-9

                	
                  2BR

                	
                  1,015

                	
                  $955

                	
                  $1,400

                	 
	
                  410
                    D-10

                	
                  2BR

                	
                  1,015

                	
                  $955

                	
                  $1,400

                	
                  3/31/06

                
	
                  413
                    D-13

                	
                  2BR

                	
                  1,015

                	
                  $1,175

                	
                  $1,400

                	
                  3/31/06

                
	
                  414
                    D-14

                	
                  2BR

                	
                  1,015

                	
                  $1,275

                	
                  $1,400

                	
                  7/31/05

                
	
                  415
                    D-15

                	
                  2BR

                	
                  1,015

                	
                  $1,275

                	
                  $1,400

                	
                  7/31/05

                
	 	
                  SUBTOTAL

                	
                  35,784

                	
                  $44,215

                	
                  $49,250

                	 
	
                  41

                	
                  CUMULATIVE
                    TOTAL

                	
                  35,784

                	
                  $44,215

                	
                  $49,250

                	 


        

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        EXHIBIT
          “B”

        TO
          

        PURCHASE
          AGREEMENT 

        


        Excluded
          Assets

        


        NONE

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        EXHIBIT
          “C” 

        TO
          

        PURCHASE
          AGREEMENT

        


        Due
          Diligence Documents

        


        


        


        The
          Due
          Diligence Documents consist of the following:

        
          	(a)  	
                  July
                    2005 year-to-date and 2004 operating
                    statements;

                


        

         

        
          	(b)  	
                  Current
                    rent roll for the Property, as applicable, together with an aged
                    receivables report and a security deposit
                    report;

                


        

         

        
          	(c)  	
                  Condominium
                    Financials (year-to-date ending 12/31/2004 and
                    08/31/2005);

                


        

         

        
          	(d)  	
                  Real
                    estate tax assessment cards for 2004, 2004 Final / 2005 Preliminary
                    Tax
                    Bills, and 2005 Final / 2006 Preliminary Tax
                    Bills;

                


        

         

        
          	(e)  	
                  Current
                    Property Management Agreement, MEB;

                


        

         

        
          	(f)  	
                  Copies
                    of all residential leases on file;

                


        

         

        
          	(g)  	
                  Copies
                    of existing survey;

                


        

         

        
          	(h)  	
                  Property
                    condition assessment (Property Solutions, Inc dated
                    01/07/03);

                


        

         

        
          	(i)  	
                  Phase
                    1 environmental report (Property Solutions Inc. dated
                    01/24/03);

                


        

         

        
          	(j)  	
                  Lead
                    report (Property Solutions Inc. dated
                    01/27/03);

                


        

         

        
          	(k)  	
                  Asbestos
                    report (Property Solutions Inc, dated
                    01/27/03);

                


        

         

        
          	(l)  	
                  Current,
                    09/08/2001, NJ State DCA Green Card and Certificate of Registration;
                    

                


        

         

        
          	(m)  	
                  Copy
                    of Owner’s Title Insurance Policy for applicable Condominium
                    units;

                


        

         

        
          	(n)  	
                  Copy
                    of the Condominium Public Offering Statement; Organization papers
                    received
                    from New Vistas Condominium Management on
                    12/11/02;

                


        

         

        
          	(o)  	
                  Blanket
                    deed (please note that some
                    units have been previously sold - see Exhibit
                    “A-1”
                    for list of Wilshire-owned units);

                


        

         

        
          	(p)  	
                  Individual
                    Certificates of Occupancy for leased units;
                    and

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	(q)  	
                  Wilshire-held
                    mortgage and note against condo association- owned unit D1. Dated
                    May 1,
                    2005. Payments on time.

                


        

         

        
          	(r)  	
                  Copies
                    of any Notice to Quit given to existing tenants, if
                    any.

                


        

         

         

         

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        EXHIBIT
          “D” 

        TO
          

        PURCHASE
          AGREEMENT 

        


        (Deed)

        


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
           

          
            DEED
              -
              BARGAIN AND SALE (Covenant as to Grantor's Acts)

            CORP.
              TO
              IND. OR CORP - Plain Language

            below
              signature)

          

          Prepared
            by:(Print signer's name  

          DEED By:
             

          


          


          This
            Deed
            is made on 

          


          BETWEEN
            _______________________________________.,
            a
            corporation of the State of New Jersey, having its principal office at
            _______________________________  referred
            to as the
            Grantor,

          


          AND
            ___________________________________________
            , whose
            address is _____________________________________
            referred
            to as the Grantee. 

          


          The
            words
            "Grantor" and "Grantee" shall mean all Grantors and all Grantees listed
            above.

          


          Transfer
            of Ownership.
            The
            Grantor      
AND                 
                NO/100---

          ($___________________)
            DOLLARS. 
            The Grantor acknowledges receipt of this money.

          


           

          Tax
            Map Reference.
            (N.J.S.A. 46:15-2.1) Municipality of
            ________________________________________

           

          Block
            No.
            ________________  Lot
            No. ___________________ 
            Account
            No. ______________________

          


          o
            No lot
            and block or account number is available on the date of this deed. (Check
            box if
            applicable). 

          


          Property.
            The
            property consists of the land and all the buildings and structures on
            the land
            in the _____________________,
            County
            of 

          and
            State
            of New Jersey. The legal description is:

          
 

          PLEASE
            SEE ATTACHED LEGAL DESCRIPTION ANNEXED HERETO AND MADE A PART
            HEREOF.

          


          Being
            the
            same premises conveyed to the 

          
 

          Subject
            to easements, restrictions, rights of way, if any, and such state of
            facts as an
            accurate survey may reveal.

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        The
          street address of the Property is:


        


        


          Promises
          by Grantor. The Grantor promises that the Grantor has done no act to
          encumber the property. This promise is called a "covenant as to grantor's
          acts"
          (N.J.S.A. 46:4-6). This promise means that the Grantor has not allowed
          anyone
          else to obtain any legal rights which affect the property (such as by making
          a
          mortgage or allowing a judgment to be entered against the Grantor).

        


        Signatures.
          This Deed
          is signed and attested to by the Grantor’s proper corporate officers as of the
          date at the top of the first page. (Print name below each
          signature).

        


        


        Witness:       

        


        


        


        _______________________                                           
          By:___________________________

         

         

        


        


        


        


        


        STATE
          OF NEW JERSEY, COUNTY OF    SS:

        


        I
          CERTIFY
          that on    ,
          2005,
     ,
          personally
          came before me and stated to my satisfaction that this person (or if more
          than
          one, each person):

        


        
           

            (a)
              was
              the maker of the attached Deed;

          

        

        (b)
          was authorized to and did execute
          this Deed as_________________ of
          _____________________        , the entity
          named in this Deed;

        (c)
          make this Deed for
          $    as the full and actual consideration paid or to be paid for
          the transfer of title. (Such consideration is defined in N.J.S.A. 46:15-5);
          and,

        (d)
          executed this Deed as the act of the entity.

        


           

          ________________________________

        


         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        EXHIBIT
          “E” 

        TO
          

        PURCHASE
          AGREEMENT 

        


        Seller’s
          Contract Representations

        


        E-1
          -- As to
          those matters related to the power and authority of Seller to sell the
          Property
          to Buyer under this Contract (collectively called the "Seller Authority
          Representations"), Seller represents and warrants to Buyer as
          follows:

        


        (a) Seller
          is
          not prohibited from consummating the transaction contemplated by any law,
          regulation, agreement, order, or judgment.

         

        (b)
           Seller
          is
          legally capable and properly authorized to perform all of its obligations
          as
          described in this Contract. No additional shareholder, director, member,
          or
          partner approvals are required to make this Contract a binding agreement
          of
          Seller once Seller has signed this Contract and Buyer has deposited the
          Initial
          Earnest Money with the Escrow Agent.

         

        (c) Seller
          is
          not party to any other current contracts for the sale, exchange, or transfer
          of
          all or any portion of the Property.

         

        (d)
           The
          person signing this Contract on behalf of Seller is legally and properly
          authorized and empowered to sign this Contract and bind Seller to its terms
          and
          conditions.

         

        (e)
           Any
          existing monetary liens on the Property can be defeased, and Seller will
          undertake, at its sole cost, all actions necessary to cause the defeasance
          to
          occur.

         

        E-2
          -- As to
          those matters with respect to the condition of the Property disclosed or
          referred to in third party notices (collectively called the "Notice
          Representations"), Seller represents and warrants to Buyer as
          follows:

        


        (a) Seller
          has no knowledge of any pending or threatened condemnation or similar
          proceedings affecting the Property or any portion.

         

        (b) Seller
          has no knowledge and has received no notifications from any Governmental
          Authorities having jurisdiction over the Property: (i) requiring any work
          to be
          done on the Property; or (ii) alleging any violation of an applicable ordinance,
          rule, regulation, or law with respect to the Property.

         

        (c) Seller
          has received no notices by from any tenant claiming that Seller is in material
          default of its obligations as landlord.

         

        (d) Seller
          has received no notice and has no knowledge of any actual or threatened
          claim,
          demand, damage, action, cause of action, litigation or other proceedings
          affecting the Property other than for rent collection or eviction related
          matters that have been disclosed to Buyer in writing.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (e) A
          state
          inspection certification from the New Jersey Department of Community Affairs
          has
          been duly issued. A copy of the so-called green card is attached hereto
          as
          Schedule ______________.

         

        E-3
          -- As to
          those matters related to the legal or physical condition of the Property
          (collectively called the "Physical Condition Representations"), Seller
          represents and warrants to Buyer as follows:

        


        (a) Seller
          has no knowledge of the existence of any past or present environmental
          condition
          (including, without limitation, mold, PCBs and other hazardous or toxic
          waste or
          substance) or hazardous substance on the Property.

         

        (b) Seller
          owns marketable fee simple title to the Property subject only to: (i) easements
          and restrictions of record, (ii) monetary liens to be defeased, and (iii)
          those
          matters disclosed by any Existing Survey.

         

        (c) To
          the
          best of Seller's knowledge, information and belief, there are no buried
          fuel
          storage tanks located at the Property. To the extent that there were fuel
          storage tanks, located at the Property, all such tanks have been removed
          in
          compliance with applicable laws and regulations.

         

        E-4
          -- As to
          those matters related to the financial or operational status or condition
          of the
          Property (collectively called the "Operational Representations"), Seller
          represents and warrants to Buyer as follows:

        


        (a) Attached
          hereto as Schedule ________and
          made
          a part hereof is a Rent Schedule for the Property designating: (i) each
          apartment unit with the room count thereof and specifying the two separate
          retail spaces; (ii) the name of the tenant occupying any designated space;
          (iii)
          the date of any lease therefore, including the date of any amendment or
          modification thereof; (iv) the rent and other charges payable therefore;
          and (v)
          the amount and designation of any deposit or escrow, with accrued interest
          attributable thereto, separately identified, paid by each such tenant.
          No tenant
          has entered into any Contract or other arrangements with Seller, except
          as
          indicated by Schedule   .
          To the
          best of Seller's knowledge, information and belief, except as noted in
          Schedule
          ________,
          all
          leases in full force and effect in accordance with their terms, unmodified,
          free
          from default, and there are no claims credits or offsets in favor of any
          tenant,
          except for security deposits in the amount noted in Schedule
          ________,
          if any.
          No action or proceeding against Seller by any tenant of the Property is
          presently pending. All work required to be performed for tenants has been
          performed, as required, paid for in full and accepted by tenant for whom
          it was
          performed.

         

        (b) To
          Seller's knowledge, all Due Diligence Documents provided by Seller to Buyer
          are
          true and complete copies in all material respects of the Due Diligence
          Documents
          in Seller's possession.

         

        (c) Other
          than tenants in possession as disclosed in the rent roll delivered to Buyer
          or
          as otherwise disclosed in the Title Report, no one other than Seller is
          in
          possession of the Property.

         

        (d) There
          are
          no property agreements or contracts affecting the Property or its use or
          operation or to which Seller is a party other than as disclosed in the
          Due
          Diligence Documents. To Seller's knowledge, there are no material defaults
          in
          existence with respect to any Project Contracts. There are no locator
          agreements, leasing brokerage agreements or other similar agreements affecting
          the Property or to which Seller is a party that will be binding on Buyer
          after
          Closing of Title. 

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        EXHIBIT
          “F” 

        TO
          

        PURCHASE
          AGREEMENT 

        


        (Bill
          of
          Sale)

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        



        BILL
          OF SALE

         

        ________________________,
          a(n) _____________________ ("Seller"), for and in consideration
          of the payment of a portion of the amounts described in the Purchase Agreement
          dated _________________, 2005 (as amended, the "Contract"),
          sells and delivers to _____________________ a(n) _____________
          ("Buyer"), and its successors and assigns, all equipment,
          furnishings, appliances, and items of personal property that are located
          on or
          used in connection with the improved real property known as
          ''________________________," including, without limitation, those items
          described on Appendix One ("Personal
          Property").

        Seller
          represents and warrants to Buyer that: (i) Seller is the sole owner of
          all of
          the Personal Property; (ii) Seller has all requisite power and authority
          to
          transfer and convey the Personal Property to Buyer; (iii) to the extent
          necessary, Seller has obtained all consents and approvals required to transfer
          the Personal Property to Buyer; and (iv) the Personal Property is free
          and clear
          from all pledges, liens, claims, and encumbrances of any type or nature.
          Seller,
          at its sole cost and expense, agrees to defend title to the Personal Property
          against all claims and demands of any type or nature.

         

        Seller
          transfers and assigns to Buyer any and all representations or warranties
          (express or implied) and other rights, claims, and causes of action of
          Seller
          relating to the Personal Property that may be enforceable against manufacturers,
          distributors, suppliers, vendors, or servicers of the Personal Property
          (collectively, the "Warranties").

         

        Seller,
          at its sole cost and expense, agrees to perform, execute, and/or deliver
          (or to
          cause to be performed, executed, and/or delivered) any additional documents
          and/or assurances that Buyer may reasonably request to insure, secure,
          or
          perfect Buyer's interest in any item transferred to Buyer by this Bill
          of Sale
          or to otherwise fully and effectively carry out the intent and purpose
          of this
          Bill of Sale or this Contract.

        EXCEPT
          FOR THOSE WARRANTIES AND REPRESENTATIONS, IF ANY, MADE BY SELLER IN THIS
          BILL OF SALE OR UNDER THIS CONTRACT, SELLER: (I) HAS SOLD AND
          DELIVERED THE PERSONAL PROPERTY TO BUYER IN AN "AS-IS" AND
          "WHERE-IS" CONDITION, SUBJECT TO ALL FAULTS AND DEFECTS, AND WITHOUT ANY
          IMPLIED
          WARRANTIES OF ANY NATURE INCLUDING ANY IMPLIED WARRANTIES OF FITNESS OR
          MERCHANTABILITY; (II) HAS MADE NO WARRANTIES OR REPRESENTATIONS THAT EXTEND
          BEYOND THE DESCRIPTION IN THIS BILL OF SALE OR THIS CONTRACT; AND (III)
          HAS MADE NO REPRESENTATION OR WARRANTY REGARDING THE PHYSICAL OR OPERATING
          CONDITION OF THE PERSONAL PROPERTY.

         

        This
          Bill
          of Sale will be effective as to the transfer of all of the above-described
          Personal Property as of _______________, 20_____.

        a(n)

        By:
          ___________________________

        Its:
          ___________________________

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        EXHIBIT
          “G” 

        TO

        PURCHASE
          AGREEMENT

        


        (Assignment
          of Leases, Contracts, and Other Rights)

        


         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        ASSIGNMENT
          OF LEASES, CONTRACTS, AND RIGHTS

         

        This
          Assignment of Leases, Contracts, and Rights, ("Assignment")
          is
          executed and delivered as of [insert
          Closing Date], 20___
          ("Effective
          Date") by
          ____________________, a _________________________ ("Seller")
          to
          ____________________ ("Buyer").

         

        BACKGROUND

         

        A. Seller,
          by Bargain and Sale Deed with Covenants Against Grantor’s Acts ("Deed")
          executed
          concurrently with this Assignment, has sold and conveyed to Buyer the
          ____________________ complex ("Project")
          commonly known as "_______________________________," located at ______________,
          in the City of ___________, County of ____________, State of New Jersey,
          as more
          particularly described in the Deed.

         

        B. The
          terms
          and provisions of this Contracts and agreements in effect between Seller
          and
          Buyer relating to the sale/purchase of the Project (collectively, the
"Purchase
          Contract")
          require, among other things, that Seller execute this Assignment transferring
          and assigning to Buyer Seller's rights in this Contract Rights (including
          all
          tenant leases) and Other Rights (collectively, the "Assigned
          Items").

         

        C. Capitalized
          terms that are used in this Assignment but are not defined specifically
          in this
          Assignment will be ascribed the meanings contained in the Purchase
          Contract.

        TRANSFER
          AND ASSIGNMENT

         

        In
          consideration of the closing of the purchase of the Project by Buyer and
          for
          other good and valuable consideration, the receipt and sufficiency of which
          are
          acknowledged, Seller makes the following assignments to Buyer:

         

        1. Assignment
          of Rents, Tenant Leases, and Contracts.

         

        (a)
           Seller
          transfers, assigns, and conveys to Buyer, and its successors and assigns,
          all of
          the right, title, interest, powers, and privileges of Seller in and under
          all
          tenant leases applicable to the Project ("Tenant
          Leases"),
          all of
          which are referred to in the Rent Roll attached as Appendix
          One
          ("Rent
          Roll").
          This
          assignment of Tenant Leases includes the right of Buyer to collect all
          rents due
          or payable under the Tenant Leases for periods commencing on or following
          the
          Effective Date of this Assignment

         

        (b)
           Seller
          certifies that the information shown on the Rent Roll is true and correct
          as of
          the date of this Assignment, and there is no rent or other concessions
          given to
          any occupant of an apartment unit in the Project, except as accurately
          reflected
          in the Rent Roll.

         

        (c)
           Seller
          further represents and warrants to Buyer that: (i) Seller is the lawful
          owner of
          all of the Tenant Leases; (ii) all Tenant Leases are in full force and
          effect
          and, after the date of this Assignment, will be enforceable by Buyer in
          accordance with their terms; (iii) except as otherwise disclosed to Buyer
          in
          writing, there are no defaults by Seller (or its agents or representatives)
          or
          any tenant under the Tenant Leases; and (iv) all future rights and obligations
          assumed by Buyer under the Tenant Leases are accurately established in
          the
          Tenant Leases, true, correct, and complete copies of which were previously
          furnished by Seller to Buyer.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        2. Assignment
          of Security Deposits. Seller
          transfers and assigns to Buyer all Tenant Deposits. [Seller
          represents and warrants to Buyer that the aggregate sum of the Tenant Deposits
          is $_.]

         

        3. Assignment
          of Project Contracts.

         

        (a) Seller
          transfers and assigns to Buyer, and its successors and assigns, all of
          the
          right, title, interest, powers, and privileges of Seller under only the
          Project
          Contracts listed on Appendix
          Two
          to this
          Assignment. No other Project Contracts are transferred or assigned to
          Buyer.

         

        (b) Seller
          represents and warrants to Buyer that: (i) all right, title, interest,
          powers,
          and privileges being assigned to and assumed by Buyer and all rights and
          options
          of third parties relating to the Approved Project Contracts are accurately
          established in their entirety in the Approved Project Contracts attached
          as
Appendix
          Two;
          and
          (ii) no contracts or agreements relating to management, maintenance, ownership,
          or operation of the Project, other than those listed on Appendix
          Two,
          have
          been entered by Seller which will remain in effect or become effective
          after the
          Effective Date of this Assignment.

         

        4. Assignment
          of Miscellaneous Items. Without
          limitation of Section I above, Seller transfers, assigns, and conveys to
          Buyer,
          its successors and assigns, all Contract Rights and Other Rights owned
          by Seller
          and located on the Project that have not otherwise been conveyed by a
          concurrently executed Bill of Sale from Seller to Buyer.

         

        5. Assignment
          of Warranties, Claims and Causes of Action. Seller
          transfers and assigns to Buyer, and its successors and assigns, all of
          Seller's
          right, title, and interest in all representations or warranties (express
          or
          implied) and all other rights, causes of action, or all claims of any kind
          (collectively, the "Warranties")
          arising
          out of the Assigned Items. Without intending to limit the generality of
          the
          foregoing, Seller assign to Buyer all rights, claims, and causes of action
          which
          Seller may have against any contractor, materialman, supplier, distributor,
          or
          vendor relating to any work, materials, or equipment furnished for the
          Project
          prior to the date of this Assignment.

         

        6. Miscellaneous.

        (a)
          Seller agrees, at its sole cost and expense, to perform, execute, and/or
          deliver
          (or to cause to be performed, executed, and/or delivered) any additional
          documents and/or assurances as Buyer may reasonably request to insure,
          secure,
          or perfect Buyer's interest in any of the items assigned to Buyer by this
          Assignment or to otherwise fully and effectively carry out the intent and
          purpose of this Assignment or this Contract.

         

        (b) Seller
          warrants and represents to Buyer that the rights and interests of Seller
          intended to be assigned under this Assignment are not subject to any prior
          assignment, pledge, or encumbrance.

         

        (c) Seller
          and Buyer warrant and represent to each other that they have the requisite
          power
          and authority to enter this Assignment and have performed all acts and
          secured
          all approvals necessary to make this Assignment effective and legally binding
          on
          such party in accordance with its terms. Each person executing this instrument
          on behalf of either party, as agent or otherwise, personally warrants that
          he or
          she is duly authorized and empowered to do so and that all signatures and
          approvals of persons with an ownership interest in such party have been
          obtained
          so as to make this Assignment legally enforceable and effective against
          such
          party.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (d) This
          Assignment is binding upon the successors and assigns of Seller and will
          inure
          to the benefit of the successors and assigns of Buyer, and all warranties
          and
          representations of Seller contained in this Assignment shall survive the
          Effective Date of this Assignment, the recordation of the Deed, and the
          delivery
          of this Assignment.

         

        (e)
           This
          Assignment shall be governed by and interpreted under the laws of the State
          of
          New Jersey.

         

        (f)
           Seller,
          on demand, agrees to indemnify and hold harmless Buyer for, from, and against
          any and all loss, cost, damage, claim, liability, or expense (including
          court
          costs and attorney fees in a reasonable amount) arising out of the acts
          or
          omissions of Seller or its agents prior to the Effective Date with respect
          to
          the Assigned Items. Buyer, on demand, agrees to indemnify and hold harmless
          Seller for, from, and against any and all loss, cost, damage, claim, liability,
          or expense (including court costs and attorney fees in a reasonable amount)
          arising out of the acts or omissions of Seller or its agents after the
          Effective
          Date with respect to the Assigned Items. The foregoing indemnities include
          loss,
          cost, damage, claim, liability, or expense from any injury or damage of
          any kind
          whatsoever (including death) to persons or property. The indemnity described
          in
          this Assignment is intended to be separate and distinct from any obligations
          of
          the Seller or the Buyer under the terms of the Purchase Contract

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        This
          Assignment has been executed and delivered as of the Effective
          Date.

        


        
          


          "Seller"

          


          _______________________________

          a______________________________

          


          By:
            ____________________________

          Name:__________________________

          Title:___________________________

           

          "Buyer"

          


          
            _______________________________

            a______________________________

            By:
              ____________________________

            Name:__________________________

            Title:___________________________

          



         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        APPENDIX
          ONE 

        TO

        ASSIGNMENT
          OF LEASES, CONTRACTS, AND RIGHTS

        


        (Rent
          Roll)

         

        


        


        


        


        


        


        [TO
          BE PROVIDED ON THE CLOSING DATE]

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        APPENDIX
          TWO

        TO

        ASSIGNMENT
          OF LEASES, CONTRACTS, AND RIGHTS

        


        


        (list
          and
          copies of approved Business Leases and Project Contracts)

        


        


        


        


        


        


        


        


        [TO
          BE PROVIDED ON THE CLOSING DATE]

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        SCHEDULE
          “A”

        PROTECTED
          TENANCIES