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                                                                    Exhibit 99.1


                           PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (the "Agreement"), is made and entered into as
of the Effective Date of this Agreement (as hereinafter defined), by and between
ECC INTERNATIONAL CORP., a Delaware corporation (the "Seller"), and PANTHER OAK
RIDGE, INC., a Florida corporation, and, OAK RIDGE INVESTMENT ASSOCIATES, LLC, a
Florida limited liability company, as tenants-in-common (collectively, the
"Purchaser").

                              W I T N E S S E T H:

WHEREAS, the Seller is the fee simple owner of the Real Property (as hereinafter
defined); and

WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires
to purchase from the Seller, the Property (as hereinafter defined) upon the
terms and conditions hereinbelow set forth.

NOW, THEREFORE, for and in consideration of the premises, the payment of Ten and
No/100 Dollars ($10.00) in hand paid by the Purchaser to the Seller, the mutual
covenants and agreements herein set forth, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
expressly acknowledged by the parties hereto, the parties hereto do hereby
covenant and agree as follows:

                      ARTICLE I. AGREEMENT TO BUY AND SELL

The Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase
from the Seller, the following described properties (collectively the
"Property") in the manner and upon the terms and conditions hereinbelow set
forth in this Agreement:

(a)      That certain tract or parcel of real estate located in Orange County,
         Florida, described on EXHIBIT "A" attached hereto and made a part
         hereof, consisting of approximately 27.13 acres (the "Land"), together
         with (i) all rights, privileges, tenements, hereditaments and
         appurtenances relating thereto or associated therewith, (ii) the
         building structures, fixtures and other improvements located thereon
         totaling approximately Four Hundred Forty Five Thousand Six Hundred
         Eighty Nine (445,689) rentable square feet, together with all
         driveways, parking areas, and related improvements, including all
         mechanical, electrical, heating, ventilating, air conditioning,
         plumbing, and elevator systems and equipment (but excluding fixtures
         and equipment owned by tenants located on or within the Real Property
         (as hereinafter defined), (iii) all right, title and interest of the
         Seller in any street, road, alley or avenue adjoining such property to
         the center line thereof (including the bed thereof), (iv) all of the
         Seller's right, title and interest in any strip, hiatus, gore, gap or
         boundary adjustment area adjoining or affecting such property and (v)
         all of the Seller's right, title and interest in all easements,
         licenses (excluding occupancy licenses), permits and development rights
         related to the Seller's ownership of the Property (collectively the
         "Real Property");





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(b)      All equipment and other articles of personal property used and useful
         in the operation of the Real Property by Seller, and all manufacturer's
         and other warranties and guaranties relating thereto (collectively the
         "Personal Property"); provided, however, the Personal Property shall
         specifically not include the items of tangible personal property
         described on EXHIBIT "B-2" attached hereto and incorporated herein by
         reference (collectively the "Excluded Property"). Seller and Purchaser
         hereby agree to perform a detailed and complete inventory (the
         "Inventory") of the Personal Property prior to the expiration of the
         Inspection Period. Upon completion, the Inventory shall be appended to
         this Agreement as EXHIBIT "B-1" hereof; and

(c)      The following leases and occupancy agreements (the "Leases") between
         Seller and, respectively, Water Garden World, Inc. and GRC
         International, Inc. (a "Tenant" or, collectively, the "Tenants"):

         1.       That certain Lease Agreement by and between the Seller and
                  Water Garden World, Inc., dated October 19, 1999, the balance
                  of any security deposit delivered to the Seller pursuant
                  thereto and any advance rent, if any, paid to or received by
                  the Seller.

         2.       That certain Limited License Agreement by and between the
                  Seller and GRC International, Inc., dated January 11, 2001
                  (the "GRC Agreement"), the balance of any security deposit
                  delivered to the Seller pursuant thereto and any advance rent,
                  if any, paid to or received by the Seller.

(d)      The service contracts and agreements pertaining to the ownership and/or
         operation of the Real Property, which service contracts and agreements
         are set forth on EXHIBIT "F" attached hereto and made a part hereof.

                           ARTICLE II. PURCHASE PRICE

The purchase price to be paid by the Purchaser to the Seller for the Property
(hereinafter referred to as the "Purchase Price") shall be FOURTEEN MILLION AND
NO/100 DOLLARS ($14,000,000.00). The Purchase Price shall be paid by the
Purchaser to the Seller at the Closing (as hereinafter defined) in cash, by
locally drawn certified or cashier's check or by wire transfer of funds, less
the amount of the Earnest Money (as hereinafter defined) paid by the Purchaser
(if applicable) and subject to appropriate credits, adjustments and prorations
as hereinbelow provided.

                           ARTICLE III. EARNEST MONEY

Within three (3) business days after the Effective Date, the Purchaser shall
deposit in trust with GREENBERG TRAURIG, P.A. (the "Escrow Agent"), by check
subject to clearance, an earnest money deposit in the amount of ONE HUNDRED
TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($125,000.00) (said amount, together
with any additional earnest money, deposit, or extension fee, deposited by the
Purchaser with the Escrow Agent or delivered by the Purchaser to the Seller, and
all interest, if any, accruing thereon, shall hereinafter be collectively
referred to as the "Earnest Money"). In addition, if the Purchaser has not
terminated this Agreement pursuant




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to the terms of Article V below, then prior to the expiration of the Inspection
Period (as hereinafter defined), the Purchaser shall deliver additional Earnest
Money to the Escrow Agent in the amount of ONE HUNDRED TWENTY-FIVE THOUSAND AND
NO/100 DOLLARS ($125,000.00), thereupon causing the total Earnest Money to be
TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000.00), together with
accrued interest earned thereon. All Earnest Money shall be invested in a
national banking association money market certificate or interest bearing
account and held and disbursed in accordance with the terms and provisions of
this Agreement. Except as otherwise provided herein, the Earnest Money shall be
paid over to the Seller and credited against the Purchase Price at the
consummation of the sale of the Property (hereinafter referred to as the
"Closing") in accordance with the terms and provisions of this Agreement.

Notwithstanding the foregoing, the Seller, Purchaser and Escrow Agent entered
into that certain Escrow Agreement dated February 21, 2001, pursuant to which
Purchaser and deposited with Escrow Agent the sum of ONE HUNDRED TWENTY-FIVE
THOUSAND AND NO/100 DOLLARS ($125,000.00), as the "Earnest Money Deposit"
thereunder. Pursuant to the terms of the Escrow Agreement, contemporaneously
with the execution of this Agreement by Purchaser, Seller and Escrow Agent, the
"Earnest Money Deposit" held by Escrow Agent under the terms of the Escrow
Agreement shall automatically become the first installment of the Earnest Money,
as required hereinabove. Moreover, upon the execution of this Agreement by
Purchaser, Seller and Escrow Agent, the Escrow Agreement shall automatically
terminate.

                       ARTICLE IV. ACCESS TO THE PROPERTY;
                      INFORMATION RELATING TO THE PROPERTY

(a)      The Purchaser shall at all times before the Closing have the privilege
         of going upon the Property with its agents, employees, consultants and
         invitees to inspect, examine, survey and otherwise undertake those
         actions which the Purchaser deems necessary and/or desirable to
         determine the suitability of the Property for the Purchaser's intended
         uses thereof. Said privilege shall include, without limitation, the
         right to make surveys, environmental audits, structural inspections,
         termite and other wood destroying organisms inspections and tests and
         any and all other tests, inspections and/or examinations to obtain any
         information relating to the condition of the Property. Such access to
         the Property shall be during normal business hours and shall be subject
         to any governmental security or clearance requirements affecting the
         Property related to the business operations of the Seller. The Seller
         agrees to cooperate with the Purchaser in enabling the Purchaser to
         carry out such tests, examinations and inspections, including notifying
         the Tenants of the Purchaser's right to inspect the Property. The
         Purchaser shall give the Seller reasonable prior verbal notice of its
         intention to conduct any such tests, examinations or inspections. The
         Seller reserves the right to have a representative present at the time
         of such tests, examinations and inspections. The Purchaser shall
         promptly provide the Seller with a copy of any and all inspection, test
         and audit reports upon the Purchaser's receipt of the same. The
         Purchaser agrees that, in making any inspections of the Property, or
         conducting any testing of, on or under the Property, the Purchaser, or
         the Purchaser's agent, will carry liability insurance, and the
         Purchaser shall




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         provide the Seller with written evidence of the same and the Purchaser
         and its agents, employees, consultants and invitees shall not
         unreasonably interfere with the activities of the Tenants and/or the
         Seller on the Property. Unless required by law, the Purchaser and the
         Purchaser's agents, employees, consultants and invitees shall not
         reveal to any third party, other than the Purchaser's attorneys, other
         consultants, prospective investors and prospective lenders, the results
         of the Purchaser's inspections, audits or tests, without the prior
         consent of the Seller, and will promptly repair any damage caused to
         the Property during any such inspections or other investigations.

         (i)      The Purchaser, as a condition to its exercise of the right of
                  entry set forth in subparagraph IV(a) above, hereby agrees to
                  defend, indemnify, save, insure and hold the Seller harmless
                  from and against any loss, damage, liability, suit, claim,
                  cost or expense, specifically including, without limitation,
                  reasonable attorneys' fees at all pre-trial, trial, appellate
                  and post-judgment levels, in any way directly arising out of
                  or relating to the exercise by the Purchaser or its engineers,
                  architects or other agents or consultants of such right of
                  entry. The obligations of the Purchaser arising out of this
                  subparagraph shall survive any termination of this Agreement
                  or the closing of the transaction contemplated by this
                  Agreement (the "Transaction"), as the case may be.

(b)      Within ten (10) days after the date hereof, the Seller shall deliver to
         the Purchaser a copy of all information of a material nature relating
         to the Property which is in the possession of the Seller, or to which
         the Seller otherwise has access, which information may include, to the
         extent available, certificates of occupancy relating to the Property, a
         copy of the Leases, service contracts and equipment rental agreements,
         governmental licenses and permits relating to the Property, engineering
         plans, surveys, plats, site plans, a title policy, soil reports and
         environmental reports (collectively, the "Property Information"). If
         this Agreement is terminated for any reason, Purchaser, at Purchaser's
         expense, shall promptly return the Property Information to Seller.


                          ARTICLE V. INSPECTION PERIOD

         The Purchaser shall have the right to inspect all aspects of the
         Property and to conduct all such inspections, examinations and such
         other investigations as the Purchaser deems necessary and/or desirable
         for a period of forty-five (45) days after the Effective Date of this
         Agreement (the "Inspection Period"). If for any reason whatsoever, in
         the Purchaser's sole and absolute discretion, the Purchaser is not
         completely satisfied with all aspects of the Property, the Purchaser
         shall have the right to terminate this Agreement by providing written
         notice to the Seller prior to the expiration of the Inspection Period.
         If the Purchaser so terminates this Agreement, then the Earnest Money
         shall be immediately returned to the Purchaser, and thereafter the
         parties hereto shall be relieved of and from any and all further
         obligations arising hereunder other than for such obligations as are
         intended to survive the termination of this Agreement. If Purchaser
         does not terminate this Agreement during the Inspection Period, then
         prior to the expiration of the Inspection Period, the Purchaser shall
         deliver the Additional Earnest Money Deposit to the Escrow Agent. After
         the expiration of the Inspection Period, all Earnest Money shall be





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         non-refundable to the Purchaser other than if the Seller defaults under
         the terms of this Agreement or if the Seller is unable to deliver
         marketable title to the Property to the Purchaser at the time of
         Closing in accordance with the terms of this Agreement.

                  ARTICLE VI. SURVEY; TITLE MATTERS; UCC SEARCH

(a)      Within twenty (20) days after the Effective Date, The Purchaser, at its
         cost, shall obtain a survey of the Land (the "Survey") and shall
         provide the Seller with six (6) sealed copies of such Survey, which
         Survey must be prepared by a registered surveyor licensed in the State
         of Florida (the "Surveyor"). The Survey shall be certified to the
         Purchaser, the Seller, the title agent and the Title Company (as
         defined below), and shall certify that such Survey was prepared in
         accordance with the minimum technical requirements and standards
         promulgated by the Florida Board of Professional Land Surveyors,
         Chapter 21HH-6 of the Florida Administrative Code and Section 472.027
         of the Florida Statutes. The Survey shall, at the Purchaser's option,
         also contain such other matters as are required by the Title Company
         and/or the Purchaser's lender. The Surveyor's seal shall be affixed to
         the Survey.

(b)      Within fifteen (15) days after the date of this Agreement, the Seller,
         at the Seller's expense, shall obtain and provide to the Purchaser a
         current title insurance commitment and a copy of all exceptions
         referred to therein (the "Title Commitment") from either First American
         Title Insurance Company, Lawyers Title Insurance Corporation or
         Fidelity National Title Insurance Company, as the Seller may elect (the
         "Title Company"). The Title Commitment shall irrevocably obligate the
         Title Company to issue an ALTA 1992 Form owner's title insurance policy
         in the amount of the Purchase Price (the "Title Policy"), which Title
         Policy shall insure the Purchaser's fee simple, marketable title to the
         Real Property.

(c)      Within ten (10) days after the Purchaser's receipt of the Survey and
         the Title Commitment, but in no event later than thirty five (35) days
         after the Effective Date, the Purchaser shall provide the Seller with
         written notice of any matters set forth in the Survey and/or the Title
         Commitment to which Purchaser objects (hereinafter collectively
         referred to as the "Title Defects"). Any matters set forth in the
         Survey and/or the Title Commitment to which the Purchaser does not
         timely object shall be referred to collectively herein as the
         "Permitted Exceptions." Notwithstanding anything in this Agreement to
         the contrary, the Leases and the ECC Lease (as hereinafter defined)
         shall be Permitted Exceptions. The Seller shall have until Closing to
         cure such Title Defects to the reasonable satisfaction of the Purchaser
         and the Title Company; provided, however, that the Seller shall not be
         required to expend any sums to cure such Title Defects. In the event
         the Seller fails to cure any Title Defect prior to Closing, or if
         Seller advises Buyer it will make no effort to cure the Title Defect(s)
         then, at or prior to Closing, the Purchaser may, at its option (i)
         terminate this Agreement, whereupon the Escrow Agent shall return the
         Earnest Money to the Purchaser, and, other than for such obligations
         which are intended to survive the termination of this Agreement,
         thereafter this Agreement shall be of no further force or effect and no
         party hereto shall have any further rights, obligations or liabilities
         arising hereunder or (ii) accept title to the Property subject to such
         Title




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         Defect as a Permitted Exception and close on the purchase of the
         Property. It is specifically understood and agreed that the Purchaser
         hereby objects to and will require the removal, correction or deletion
         of all standard exceptions set forth in the Title Commitment other than
         for such matters as are depicted on the Survey which do not constitute
         Title Defects. At Closing, the Seller shall provide the Title Company
         with such affidavits and such other documents as are necessary to
         enable the Title Company to remove the standard exceptions (other than
         for such matters as are depicted on the Survey which do not constitute
         Title Defects) from the Title Policy.

(d)      From and after the Effective Date hereof, the Seller shall not create,
         incur or consent to any easement, restriction, right-of-way,
         reservation, lease or any other agreement which in any way affects the
         Purchaser's rights in and to the Property or any portion thereof
         without the Purchaser's prior written consent, which consent shall not
         be unreasonably withheld. The Seller hereby covenants that the Seller
         shall comply with and abide by (in all material respects) all of the
         terms and conditions of existing easements, restrictions, agreements,
         rights-of-way, reservations, mortgages, liens, pledges, encumbrances,
         leases, licenses and other agreements affecting the Property through
         the date of Closing hereunder.

(e)      Seller shall deliver to the Tenants of the Property an estoppel
         certificate in substantially the form of EXHIBIT "C" attached hereto
         (the "Tenant Estoppel"), and shall request that the Tenants complete
         and sign the Tenant Estoppel and return it to Seller. Seller shall
         deliver copies of the completed each Tenant Estoppel to Purchaser when
         Seller receives it. Purchaser shall notify Seller within five (5) days
         of receipt of any Tenant Estoppel in the event Purchaser determines
         such Tenant Estoppel is not acceptable to Purchaser along with the
         reasons for such determination. In the event Purchaser fails to give
         such notice within such three (3) day period then any such Tenant
         Estoppel shall be deemed to be acceptable to Purchaser. In the event
         that Seller fails to obtain a Tenant Estoppel on or before five (5)
         days prior to Closing, then at the request and option of Purchaser,
         Seller shall provide to Purchaser an estoppel certificate containing
         representations substantially similar to those contained in the
         unattained Tenant Estoppel ("Seller's Estoppel"). Any Tenant Estoppel
         which is received from a Tenant after Seller provides its Seller's
         Estoppel shall be substituted for Seller's Estoppel and Seller shall
         have no further liability thereunder, provided that the representations
         in such Tenant Estoppel contains no material variation from the
         representations of the Seller's Estoppel, or, if such a material
         variation exists, is otherwise reasonably acceptable to Purchaser.


                          ARTICLE VII. SELLER'S LEASE.

(a)      During the Inspection Period, the Seller and the Purchaser shall in
         good faith negotiate the terms of a lease agreement (the "ECC Lease")
         whereby the Seller shall lease on what is commonly referred to as a
         "triple net" basis from the Purchaser premises (the "Leased Premises")
         consisting of a minimum of 150,000 square feet of rentable building
         area, said Leased Premises to be contained within a portion of the Real
         Property identified as Building "H" on EXHIBIT "D" attached hereto and
         made a part hereof. The ECC Lease shall be for a minimum term of ten
         (10) years, with the tenant thereunder having the right




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         to renew such term for two (2) additional five (5) year renewal
         periods. The minimum rental rate for the Leased Premises shall be Seven
         and 50/100 Dollars ($7.50) per square foot of rentable building area
         for the first two years of the term of the ECC Lease, with such rental
         rate escalating at three percent (3%) cumulatively per annum
         thereafter. The Seller shall be required to post a security deposit
         with the Purchaser in an amount equal to two (2) months rent ("Lease
         Security Deposit"), which Lease Security Deposit shall be subject to
         the terms of the ECC Lease. Provided Seller is not in default under any
         terms of the ECC Lease, at the end of the third (3rd) lease year, the
         Lease Security Deposit (together with interest accrued thereon if and
         only if the ECC Lease requires that the Lease Security Deposit accrue
         interest), shall be remitted to Seller by Purchaser and no Lease
         Security Deposit shall be required thereafter.

(b)      The ECC Lease shall also provide that at anytime prior to the end of
         the third (3rd) lease year, Seller may provide written notice to the
         landlord thereunder of its intention to terminate the ECC Lease in its
         entirety. Any such written notice shall specify a date of termination
         of the ECC Lease which is a minimum of six (6) months after the date of
         such written notice. Upon such date of termination, Seller shall pay to
         the landlord under ECC Lease a termination fee in an amount equal to
         the prior two (2) years minimum rent and additional rent, if any,
         reserved pursuant to the terms of ECC Lease.

(c)      The ECC Lease shall also provide that tenant thereunder shall be
         permitted to assign its interest therein pursuant to such terms as
         Seller and Purchaser may reasonably agree upon.

(d)      The ECC Lease shall also provide a schedule and exhibit (the "Vacating
         Plan") pursuant to which Seller shall vacate all remaining rentable
         building area office space presently being occupied by the Seller that
         is not part of the Leased Premises (the "Occupied Premises"). The
         Vacating Plan shall designate the sequence and timing of Seller's
         vacation of certain portions of the Occupied Premises; provided,
         however, the Vacating Plan: (i) shall require Seller to vacate a
         minimum of fifty percent (50%) of contiguous Occupied Premises office
         space within a period of one hundred and twenty (120) days from the
         date of Closing (provided, however, Seller's continued possession of
         those certain areas depicted as "Information Systems" and the
         "Executive Suite and Lobby" on EXHIBIT "D" may not in any way be deemed
         a violation of the contiguity requirement contained in this subsection
         (i)), and (ii) shall require Seller to vacate all remaining Occupied
         Premises office space and all Occupied Premises industrial/warehouse
         space within a period of one hundred eighty (180) days from the date of
         Closing. Seller shall provide written notice to Purchaser upon its
         vacation of any portion of the Occupied Premises in accordance with the
         Vacating Plan. The ECC Lease shall further provide that no rent or any
         other consideration shall be charged for the Seller's occupancy of the
         Occupied Premises and the tenant under the ECC Lease shall not be
         obligated to pay any taxes, insurance, common area charges or any other
         charges or expenses relating to the Occupied Premises, the landlord
         thereunder being fully responsible for such costs; provided, however,
         that (x) the tenant under the ECC Lease, at such tenant's expense shall
         be obligated to maintain the Occupied Premises pursuant to the same
         standards and requirements as are applicable to the Leased Premises
         under the ECC Lease, and (y) in the event that Seller shall fail to
         vacate the Occupied Premises, or any portion thereof, in




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         accordance with the Vacating Plan, Seller shall be charged rent for the
         unvacated portion of such Occupied Premises on a "triple net" basis at
         the annual rate of three ($3.00) dollars per square foot.

(e)      The ECC Lease shall also provide the tenant thereunder with a right of
         first refusal to lease any other rentable building area within the Real
         Property in the event Purchaser receives, and is willing to accept, or
         extends a "bona fide offer" to lease any portion of the same. A "bona
         fide offer" shall be deemed to include (i) any offers received or
         extended by Purchaser in the form of a letter of intent, term sheet,
         offer sheet, or similar correspondence which provides a summary of the
         business terms pursuant to which a third party proposes to lease any
         portion of the Real Property, as well as (ii) any offers received or
         extended by Purchaser in the form of a proposed lease agreement;
         provided however, the tenant shall only be required to evaluate and/or
         accept the salient business terms of any offers received or extended by
         Purchaser in the form of a proposed lease agreement. Under the ECC
         Lease, the tenant shall be notified within fifteen (15) days of the
         extension or receipt by Purchaser of a bona fide offer to lease any of
         the other rentable building area within the Real Property. Upon receipt
         of such notice, the tenant shall have five (5) business days to notify
         Purchaser that it wishes to exercise its right of first refusal to
         lease such rentable building area upon the same salient business terms
         as those contained in the bona fide offer. The tenant and Purchaser
         shall then have an additional six (6) business days to prepare and
         execute a lease agreement for such rentable building area (the "ROFR
         Lease"), which ROFR Lease shall contain the same salient business terms
         as those contained in the bona fide offer, but shall otherwise be
         similar to the ECC Lease with respect to business terms not otherwise
         addressed in the bona fide offer or boilerplate provisions; provided,
         however, the tenant and Purchaser may mutually agree to further modify
         such business terms not addressed in the bona fide offer or boilerplate
         provisions. Notwithstanding the foregoing, after good faith efforts, if
         the tenant and Purchaser are unable to agree upon, prepare and execute
         the ROFR Lease within such six (6) business days, then the tenant's
         right of first refusal with respect to such bona fide offer shall be
         deemed waived, released and terminated; provided, however, nothing
         herein shall be deemed a waiver, release or termination of tenant's
         right of first refusal with respect to any future bona fide offers
         received or extended by the Purchaser.

(f)      The ECC Lease shall be executed by both the Seller and the Purchaser at
         the time of closing. A memorandum of lease relating to the ECC Lease
         (the "Memorandum of Lease"), in a form mutually agreeable to both the
         Purchaser and the Seller, shall be executed by the Purchaser and the
         Seller at the time of closing and recorded immediately subsequent to
         the recording of the special warranty deed from the Seller to the
         Purchaser. The Memorandum of Lease shall reference the right of first
         refusal described in Article VII(e) hereinabove. The Memorandum of
         Lease shall also specify that the Memorandum of Lease will
         automatically terminate and be of no further force or effect upon the
         expiration or earlier termination of the ECC Lease.

(g)      Notwithstanding the transfer and sale of the Leases contemplated in
         Article I(c) of this Agreement, the ECC Lease shall also provide that
         the tenant shall, during the term of the




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         GRC Agreement, remain responsible for the performance of the
         obligations of "ECC" under Section 5 of the GRC Agreement.

(h)      A preliminary draft of the ECC Lease has been attached hereto as
         EXHIBIT "E". Seller and Purchaser shall in good faith negotiate the
         final terms and conditions of the ECC Lease prior to the expiration of
         the Inspection Period. Notwithstanding anything in this Agreement to
         the contrary, if the Seller and the Purchaser have not agreed upon the
         final terms and conditions of the ECC Lease prior to the expiration of
         the Inspection Period, then at the option of Seller (i) this Agreement
         shall automatically terminate, the Escrow Agent shall return the
         Earnest Money to the Purchaser, and thereafter all parties hereto shall
         be relieved of and from any and all further obligations arising
         hereunder other than for such obligations as are intended to survive
         the termination of this Agreement, or (ii) Seller may request such
         reasonable extensions of the Inspection Period as it deems reasonably
         necessary to consummate the negotiation and full execution of the ECC
         Lease, which extensions shall be subject to Purchaser's reasonable
         approval.

                             ARTICLE VIII. CASUALTY

(a)      In the event of a fire or other casualty prior to Closing which causes
         damage to all or any part of the Property which in the opinion of an
         architect selected by the Seller and reasonably approved by the
         Purchaser ("Casualty Architect") is in an amount equal to or less than
         One Hundred Thousand and No/ 100 Dollars ($100,000.00), prior to
         Closing the Seller shall cause the Property to be fully and promptly
         repaired and restored to its condition immediately prior to the
         occurrence of such fire or other casualty and the Closing shall proceed
         in accordance with this Agreement, except that the Closing shall be
         delayed until fifteen (15) days after the substantial completion of
         such repairs and restoration, as reasonably determined by the Casualty
         Architect.

(b)      In the event of a fire or other casualty prior to the Closing which
         causes damage to all or any part of the Property which in the opinion
         of the Casualty Architect is in an amount in excess of One Hundred
         Thousand and No/100 Dollars ($100,000.00), the Purchaser shall have the
         right to cancel and terminate this Agreement by notice to the Seller in
         writing within ten (10) days after receiving notice of such damage, but
         in no event later than the date of the Closing. In the event of such an
         election by the Purchaser, this Agreement shall terminate, the Earnest
         Money shall be immediately returned to the Purchaser, and thereafter
         each of the parties shall be relieved of and from all further
         obligations arising hereunder other than for such obligations as are
         intended to survive the termination of this Agreement. If the Purchaser
         does not timely make such an election, then this Agreement shall remain
         in full force and effect and Purchaser shall consummate the transaction
         contemplated by this Agreement notwithstanding such damage, without a
         reduction of the Purchase Price. If Purchaser so elects to consummate
         the transaction contemplated by this Agreement, Purchaser shall be
         entitled to settle the loss under all policies of insurance applicable
         to the damage and receive the proceeds of insurance applicable thereto,
         and Seller shall, at Closing and thereafter, execute and deliver to
         Purchaser or its authorized representative all required proofs of loss,
         assignments of claims and other similar items.





                                       9
<PAGE>   10

(c)      The Seller represents to the Purchaser that the Seller presently has
         the Property insured against fire and other hazards in an amount equal
         to $16,861,000. The Seller shall maintain such insurance coverage
         through the date of the Closing. The Seller shall bear the risk of loss
         or damage to the Property until transfer of title to the Property to
         the Purchaser.

(d)      The Seller shall promptly give the Purchaser notice of any fire or
         other casualty affecting all or any portion of the Property from the
         Effective Date of this Agreement through the date of the Closing.

                            ARTICLE IX. CONDEMNATION

(a)      If prior to the Closing, condemnation proceedings are commenced or
         threatened against all or any portion of the Property, the Seller shall
         notify the Purchaser of such proceedings or threats of condemnation.
         During the term of this Agreement, the Seller shall notify the
         Purchaser of material developments in such condemnation proceedings,
         shall provide the Purchaser with a copy of each and every
         correspondence, pleading, data and any and all other documents which
         the Seller or any of its agents either receives or generates related to
         such condemnation and shall consult with the Purchaser regarding major
         decisions by the Seller in such proceedings.

(b)      If, prior to the Closing, condemnation proceedings are commenced
         against any material portion of the Property or against such portion of
         the Property that in Purchaser's reasonable judgment materially affects
         Purchaser's intended use thereof, then in such an event the Purchaser
         may, at its option, (i) elect to terminate this Agreement by providing
         the Seller with written notice of such termination within ten (10) days
         after the Purchaser's receipt of notice of such condemnation
         proceedings from the Seller, but in no event later than the date of the
         Closing, in which event the Earnest Money shall be immediately returned
         to the Purchaser and thereafter each of the parties shall be relieved
         of and from all further obligations arising hereunder other than for
         such obligations as are intended to survive the termination of this
         Agreement, or (ii) purchase the Property under the terms of this
         Agreement, in which event, at the Closing, the Seller shall (x) assign
         to the Purchaser any and all condemnation awards and all other
         condemnation fees and sums received by the Seller relating to the
         Property (excluding business damages relating to periods prior to the
         Closing), (y) assign all of the Seller's interest in and to any future
         condemnation awards, fees and other condemnation sums to which the
         Seller may be entitled relating to the Property (excluding business
         damages relating to periods prior to the Closing) and (z) to the extent
         applicable to the Property, allow the Purchaser to assume the defense
         of any pending or threatened condemnation or similar proceeding, and
         cooperate with the Purchaser in the conduct of such defense, including
         without limitation, delivering to the Purchaser all correspondence,
         pleadings, evidence, data, and other documentation received, assembled,
         or prepared by or for the Seller in connection with such proceeding.

(c)      If, prior to the Closing, condemnation proceedings are commenced
         against less than a material portion of the Property or against such
         portion of the Property that in Purchaser's




                                       10
<PAGE>   11

         reasonable judgment does not materially affect Purchaser's intended use
         thereof, then in such an event the Purchaser shall not have the right
         to terminate this Agreement. In such an event, at the Closing, the
         Seller shall (i) assign to the Purchaser any and all condemnation
         awards and all other condemnation fees and sums received by the Seller
         relating to the Property (excluding business damages relating to
         periods prior to the Closing), (ii) assign all of the Seller's interest
         in and to any future condemnation awards, fees and other condemnation
         sums to which the Seller may be entitled relating to the Property
         (excluding business damages relating to periods prior to the Closing)
         and (iii) to the extent applicable to the Property, allow the Purchaser
         to assume the defense of any pending or threatened condemnation or
         similar proceeding, and cooperate with the Purchaser in the conduct of
         such defense, including without limitation, delivering to the Purchaser
         all correspondence, pleadings, evidence, data, and other documentation
         received, assembled, or prepared by or for the Seller in connection
         with such proceeding.

(d)      For the purposes of this Article, the term "a material portion of the
         Property" shall mean more than ten percent (10%) of the rentable
         building area within the Property.

              ARTICLE X. CONDITIONS TO THE PURCHASER'S OBLIGATIONS

The Purchaser's obligation to purchase the Property shall be expressly
conditioned upon the fulfillment of each of the following conditions precedent
on or before the date or dates hereinafter specifically provided and in no event
later than the date of Closing if no date is specified:

(a)      The representations and warranties of the Seller contained in this
         Agreement shall be continually true and correct in all material
         respects from the Effective Date through the Closing Date; and

(b)      The Seller shall have performed and complied in all material respects
         with all covenants and agreements contained herein which are to be
         performed and complied with by the Seller at or prior to the Closing.

The Purchaser may at any time or times on or before Closing, at its election,
waive any of the foregoing conditions to its obligations hereunder and the
consummation of such sale, but any such waiver shall be effective only if (i)
contained in writing signed by the Purchaser and delivered to the Seller or (ii)
the Purchaser closes the Transaction without such conditions then being
satisfied.

In the event any of the foregoing conditions or other conditions to this
Agreement are not fulfilled or waived prior to the Closing, then on or before
the date of the Closing, the Purchaser may terminate this Agreement (other than
for such obligations which are intended to survive the termination of this
Agreement), regardless of whether such right is otherwise expressly provided
above. Notwithstanding anything herein to the contrary, in the event of any such
termination, the Escrow Agent shall promptly return to Purchaser all Earnest
Money and thereafter the parties hereto shall be relieved of and from any and
all further obligations arising hereunder other than for such obligations as are
expressly specified to survive the termination of this Agreement.





                                       11
<PAGE>   12

            ARTICLE XI. REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants that:

(a)      The Seller owns fee simple, marketable record title to the Real
         Property;

(b)      There are no existing or, to the best of Seller's actual knowledge,
         threatened, actions, suits, investigations or proceedings of any kind
         or nature whatsoever, legal or equitable, in any way affecting the
         Property or any portion or portions thereof, or the ownership or use of
         the Property, in any court or before or by any federal, state, county,
         municipal or quasi-governmental department, commission, board, bureau,
         agency or any other governmental or quasi-governmental instrumentality;

(c)      The Seller is a corporation duly organized, validly existing and in
         good standing in the State of Delaware, is authorized to transact
         business in the State of Florida, has duly authorized the execution and
         performance of this Agreement, such execution and performance will not
         violate any term of its governing documents, and that the Seller has
         the power and authority to sell and convey the Property as provided in
         this Agreement and to carry out the Seller's obligations hereunder and
         that the person signing this Agreement on behalf of Seller is
         authorized to do so;

(d)      The Seller has no actual knowledge that any present default or breach
         exists under Article VI(d) of this Agreement or under any mortgage,
         lien, pledge, or other encumbrance encumbering the Property or any
         covenant, condition, restriction, right-of-way, reservation, lease,
         license, agreement or easement (except for various encroachments onto
         easements located on the Property as may be reflected on a survey)
         which may affect the Property or any portion or portions thereof;

(e)      No petition in bankruptcy (voluntary or otherwise), assignment for the
         benefit of creditors, or petition seeking reorganization or arrangement
         or other action under federal or any other bankruptcy laws is pending
         against, or to the best of Seller's actual knowledge, threatened
         against or contemplated by the Seller;

(f)      Seller has not received any notice of any violation of any
         Environmental Laws (as hereinafter defined) applicable to the Property
         or Seller's use thereof. To the best of Seller's actual knowledge, (i)
         the Property is in substantial compliance with all Environmental Laws
         and (ii) that, to the best of Seller's actual knowledge, other than for
         such Hazardous Materials located on the Property in connection with the
         operation and maintenance of the Property and/or the businesses located
         thereon, no Hazardous Materials (as hereinafter defined) are or have
         been used, handled, manufactured, generated, produced, stored, treated,
         processed, transferred or disposed of, located on or beneath the
         surface of the Real Property, or on or within the improvements to the
         Real Property in violation of any law, rule, regulation, ordinance,
         order, consent order or directive of any local, state or federal
         government.

         As used herein, the term "Environmental Laws" shall mean all applicable
         statutes, regulations, rules, ordinances and codes of any and all
         governmental and quasi-governmental agencies, departments, commissions,
         boards, bureaus or instrumentalities




                                       12
<PAGE>   13

         of the United States, the state in which the Property is located, all
         political subdivisions thereof and all applicable judicial and
         administrative and regulatory decrees, judgments, and orders relating
         to the protection of human health and/or the environment.

         As used herein, the term "Hazardous Materials" shall mean any
         substance, gas, material or chemical which is or may be defined as or
         included in the definition of "hazardous substances," "toxic
         substances," "hazardous materials," "hazardous wastes" or words of
         similar import under any Environmental Law, including, but not limited
         to, the Comprehensive Environmental Response, Compensation and
         Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., and
         the Resource Conservation and Recovery Act, as amended, 42 U.S.C.
         Section 6901 et seq.

(g)      No person, firm or other legal entity has any right or option superior
         to Purchaser's rights hereunder to acquire the Property or any portion
         or portions thereof or any interest or interest therein.

(h)      The Seller's execution and delivery of this Agreement and the
         consummation of the transaction contemplated herein shall not and do
         not constitute a violation or breach by the Seller of any provision of
         any agreement or other instrument to which the Seller is a party, nor
         result in or constitute a violation or breach of any judgment, order,
         writ, injunction or decree issued against the Seller.

(i)      The Seller is a United States resident, not a foreign person (as such
         terms are defined in the Internal Revenue Code and Income Tax
         Regulations), for purposes of U.S. income taxation, that the Seller's
         U.S. Taxpayer Identification Number is 23-1714658, and that no
         withholding of sale proceeds is required with respect to the Seller's
         interest in the Property under Section 1455(a) of the Internal Revenue
         Code.

(j)      Other than the Leases, there are no contracts, licenses, leases,
         agreements, or arrangements relating to the use, management and/or
         operation of the Property, or which will burden the Property or
         obligate Purchaser after Closing, which are not set forth on EXHIBIT
         "F" attached hereto and made a part hereof, and, to the best of
         Seller's actual knowledge, no party to such contracts, agreements and
         arrangements is in default with respect to its obligations or
         liabilities thereunder, and Seller has not delivered a notice of
         default or like communication to any such party.

(k)      The Seller has not accepted rental under the Leases for more than one
         (1) month in advance and there are no agreements with leasing brokers
         providing for the payment of leasing commissions or fees from and after
         the Closing by Purchaser as Seller's successor in interest.

All of the representations and warranties of the Seller made in this Article are
and shall be continuous and continuing and all of the same shall remain true and
correct in all material respects through the Closing. The Seller shall deliver a
certificate at Closing which shall reaffirm the foregoing representations and
warranties, which representations and warranties shall survive for a period of
eight (8) months after the date of the Closing. Prior to Closing, the Seller
agrees to promptly notify the Purchaser upon its obtaining knowledge of the
material inaccuracy




                                       13
<PAGE>   14

of any of the above representations and warranties. The representations and
warranties of the Seller which have been made "to the best of Seller's actual
knowledge", as used in this Article XI, shall refer only to the actual knowledge
of the following designated employees of Seller:

                           James C. Garret

                           Melissa Van Valkenburgh

         Notwithstanding anything contained herein to the contrary, and as a
supplement to the aforementioned representations and warranties, the Seller
herby represents that the Property currently is encumbered by that certain
Mortgage executed by ECC INTERNATIONAL CORP., a Delaware corporation, f/k/a
EDUCATIONAL COMPUTER CORPORATION, dated April 6, 1995, recorded April 11, 1995,
in Official Records Book 4877, Page 4562; as assigned to MELLON BANK, N.A., by
Assignment of Mortgage recorded June 28, 1999, in Official Records Book 5782,
Page 3066; as amended and restated by Amended and Restated Mortgage Assignment
of Leases and Security Agreement recorded June 28, 1999, in Official Records
Book 5782, Page 3071, all of the Public Records of Orange County, Florida
(collectively, the "Mortgage"). The Seller shall be obligated to fully release
and satisfy the Mortgage at the Closing.

          ARTICLE XII. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants that:

(a)      The Purchaser is a corporation and a limited liability company duly
         organized, validly existing and in good standing in the State of
         Florida, is duly qualified to transact business in the State of
         Florida, has duly authorized the execution and performance of this
         Agreement, such execution and performance will not violate any material
         term of its governing documents, and the Purchaser has the power and
         authority to purchase the Property as provided in this Agreement and to
         carry out the Purchaser's obligations hereunder. The person signing
         this Agreement on behalf of Purchaser is authorized to do so.

(b)      No petition in bankruptcy (voluntary or otherwise), assignment for the
         benefit of creditors, or petition seeking reorganization or arrangement
         or other action under Federal or any other bankruptcy laws is pending
         against, threatened against or contemplated by the Purchaser.

(c)      The Purchaser's execution and delivery of this Agreement and the
         consummation of the transaction contemplated herein shall not and do
         not constitute a violation or breach by the Purchaser of any provision
         of any agreement or other instrument to which the Purchaser is a party,
         nor result in or constitute a violation or breach of any judgment,
         order, writ, injunction or decree issued against the Purchaser.

(d)      Daniel Sirlin and/or Jeff Krinsky own(s) more than fifty percent (50%)
         of the ownership interests and more than fifty percent (50%) of the
         voting interests in PANTHER OAK RIDGE, INC.




                                       14
<PAGE>   15

All of the representations and warranties of the Purchaser made in this Article
are and shall be continuous and continuing and all of the same shall remain true
and correct in all material respects through the Closing. The Purchaser shall
deliver a certificate at Closing which shall reaffirm the foregoing
representations and warranties, which representations and warranties shall
survive for a period of eight (8) months after the date of the Closing. Prior to
Closing, the Purchaser agrees to promptly notify the Seller upon its obtaining
knowledge of the material inaccuracy of any of the above representations and
warranties.

                  ARTICLE XIII. SELLER'S AFFIRMATIVE COVENANTS

In addition to the other covenants and undertakings set forth herein, The Seller
hereby makes the following affirmative covenants, each of which shall survive
the Closing hereunder:

(a)      From the Effective Date hereof through the Closing, the Seller will
         operate and maintain all of the Property in a good order and condition
         and will comply in all material respects with and abide by all laws,
         ordinances, regulations and restrictions affecting the Property or its
         use. The Seller shall deliver the Property to the Purchaser at Closing
         in its present condition, normal wear and tear excepted. The Seller
         will pay all taxes, assessments and all other encumbrances prior to the
         due date thereof and will not commit or permit any waste or nuisance
         with respect thereto;

(b)      The Seller shall take such other actions and perform such other
         obligations as are required or contemplated hereunder;

(c)      The Seller shall furnish the Purchaser with a copy of all written
         notices received by or on behalf of the Seller after the Effective Date
         of violations of laws or municipal ordinances, regulations, orders or
         requirements of any department of building, fire, labor, health, or
         other state, city or municipal departments or any other governmental
         authority affecting the Property or the use or operation thereof; and

(d)      The Seller shall not remove any item of Personal Property unless
         replaced by a comparable item.

(e)      Any amendment, renewal or expansion of an easement, contract, Lease or
         any other agreement which materially affects the Purchaser's rights in
         and to the Property which Seller wishes to execute between the
         Effective Date and Closing shall be submitted to Purchaser for its
         reasonable written approval prior to execution by Seller.

                              ARTICLE XIV. CLOSING

(a)      The closing (the "Closing") shall be held thirty (30) days after the
         expiration of the Inspection Period (the "Closing Date") at the offices
         of Greenberg Traurig, P.A., 111 N. Orange Avenue, 20th Floor, Orlando,
         Florida 32801, or at such other place as the Seller and the Purchaser
         may hereafter agree.




                                       15
<PAGE>   16

(b)      At the time of Closing, the Seller shall deliver to the Purchaser the
         following documents, each properly executed and acknowledged (as
         appropriate):

         (i)      A special warranty deed conveying fee simple, marketable,
                  record title to the Real Property and the improvements thereto
                  to the Purchaser, free and clear of all liens, easements and
                  encumbrances whatsoever, excepting only the Permitted
                  Exceptions;

         (ii)     A Bill of Sale conveying the Personal Property in an "AS IS"
                  condition, free and clear of and from any and all liens or
                  other encumbrances, with warranties of title;

         (iii)    The Leases, together with any Tenant Estoppel(s) not yet
                  delivered to Purchaser (or a Seller's Estoppel in lieu
                  thereof);

         (iv)     An Assignment and Assumption of the Leases, with mutual
                  indemnification provisions, in a form reasonably acceptable to
                  the Seller and the Purchaser (the "Assignment of Leases");

         (v)      The ECC Lease and Memorandum of Lease, which Memorandum of
                  Lease shall be executed by the Purchaser and the Seller at the
                  time of closing and recorded immediately subsequent to the
                  recording of the special warranty deed;

         (vi)     All Property Information;

         (vii)    All keys and combinations to locks, in Seller's possession,
                  for the Personal Property, buildings and improvements;
                  provided, however, Purchaser shall not be required to provide
                  Purchaser with keys and combinations to locks for any portion
                  of the Real Property of Personal Property which shall be
                  occupied by Seller, or otherwise remain in Seller's possession
                  after the Closing in accordance with this Agreement or the ECC
                  Lease.

         (viii)   A copy of all written agreements and service contracts in the
                  Sellers' possession regarding the operation and/or maintenance
                  of the Property, a copy of all licenses, permits and
                  manufacturers' warranties in the Seller's possession, together
                  with an Assignment and Assumption Agreement in a form
                  reasonably acceptable to the Seller and the Purchaser (the
                  "Assignment and Assumption Agreement"). The Assignment and
                  Assumption Agreement shall also provide for the Purchaser's
                  assumption of the obligations of Seller under that certain
                  Real and Personal Property Tax Consulting Services Agreement,
                  dated March 5, 2001, between Seller and Grant Thornton LLP
                  (the "Tax Agreement"), relating to an appeal and contest of
                  the Orange County Property Appraiser's ad valorem tax
                  assessment of the Real Property.

         (ix)     Such other documents, closing statements, assignments,
                  resolutions, affidavits, certificates of good standing and
                  certificates of authority as may be reasonably required by the
                  Title Company or the Purchaser or as otherwise may be
                  necessary to carry out the terms of this Agreement, including,
                  without limitation, an owner's affidavit and any and all other
                  affidavits in form and content sufficient to enable




                                       16
<PAGE>   17

                  the Title Company, in conjunction with the Survey, to delete
                  all standard title exceptions from the Title Policy (other
                  than for matters depicted on the Survey which do not
                  constitute a Title Defect), and a certificate duly executed by
                  Seller certifying that Seller is not a foreign person for
                  purposes of the Foreign Investment in Real Property Tax Act
                  ("FIRPTA"), as revised by the Deficit Reduction Act of 1984,
                  which certificate shall include Seller's taxpayer
                  identification number and address or a withholding certificate
                  from the Internal Revenue Service stating that Seller is
                  exempt from withholding tax on the Purchase Price under
                  FIRPTA. If neither of the above certificates is delivered,
                  Purchaser shall deduct and withhold at Closing a tax equal to
                  either ten percent (10%) of the Purchase Price or such reduced
                  amount as may be authorized by a withholding certificate from
                  the Internal Revenue Service; and

         (x)      A letter addressed to the Tenants under the Leases, in a form
                  reasonably acceptable to the Purchaser, advising of the change
                  in ownership and the transfer of such tenant's security
                  deposit to the Purchaser in accordance with Florida law.

         (xi)     Possession and occupancy of the Property, subject only to the
                  Permitted Exceptions.

(c)      At Closing, the Purchaser (i) shall pay the Purchase Price, subject to
         credits, prorations and adjustments, as set forth herein, (ii) shall
         pay for the Survey, (iii) shall provide such evidence of its capacity
         and authority for the closing of the transaction as may be reasonably
         required by the Title Company and (iv) shall execute and deliver the
         Assignment of Leases, the Assignment and Assumption Agreement, the ECC
         Lease, the Memorandum of Lease and such other documents, closing
         statements, resolutions, affidavits, certificates of good standing and
         certificates of authority as may be required by the Title Company or as
         otherwise may be necessary to carry out the terms of this Agreement.

                         ARTICLE XV. CLOSING ADJUSTMENTS

(a)      All real property ad valorem taxes, general assessments, certified
         special assessments and personal property taxes applicable to the
         Property shall be prorated between Seller and Purchaser as of the
         Closing Date, said proration to be based upon the most recently
         available assessment rate and valuation with respect to the Property;
         provided, however, that upon the issuance of the actual tax or
         assessment statements or bills for the year of the Closing, the
         Purchaser and the Seller shall promptly make such prorations as may be
         necessary to ensure that the actual amount of such taxes and
         assessments for the year of Closing shall be prorated between the
         Purchaser and the Seller as of the Closing Date, said agreement to
         survive Closing hereunder. Any back taxes assessed for any year prior
         to the year in which Closing occurs, shall be paid in full by the
         Seller at Closing, including all delinquent and/or interest charges.
         Notwithstanding the foregoing, the Seller and Purchaser hereby agree
         that (i) any savings and/or adjustments to real property ad valorem
         taxes, general assessments, certified special assessments or personal
         property taxes applicable to the Property arising from the performance
         of Grant Thornton LLP




                                       17
<PAGE>   18

         under the Tax Agreement, and (ii) any costs and expenses arising from
         the performance of Grant Thornton LLP under the Tax Agreement, shall
         also be prorated between Seller and Purchaser as of the Closing Date.
         Accordingly, any savings and/or adjustments attributable only to
         calendar year 2000 shall only be payable to, or for the credit of,
         Seller. Purchaser hereby agrees to cooperate with Grant Thornton LLP in
         its efforts to secure savings and/or adjustments to real property ad
         valorem taxes, general assessments, certified special assessments or
         personal property taxes applicable to the Property under the Tax
         Agreement.

(b)      Seller shall, at or prior to the Closing, pay (i) all real property
         transfer and transaction taxes and levies relating to the purchase or
         sale of the Property including, without limitation, the documentary
         stamps which shall be affixed to Seller's special warranty deed, (ii)
         the title insurance premiums and costs relating to the issuance of the
         Title Commitment and Title Policy in the full amount of the Purchase
         Price, including all costs relating to a survey endorsement, (iii) the
         cost of recording the special warranty deed and the Memorandum of
         Lease, and (iv) all other costs allocated to the Seller elsewhere in
         this Agreement. The Purchaser shall pay the cost of the Survey and any
         and all of the costs allocated to the Purchaser elsewhere in this
         Agreement. Each party shall pay its own attorneys' fees and costs. In
         the event any mortgage, lien or other encumbrance encumbers the
         Property at Closing and is not paid and satisfied by the Seller, such
         mortgage, lien or encumbrance and, all costs incurred in connection
         therewith shall be satisfied and paid with the Seller's proceeds of the
         Purchase Price. All other costs incurred at Closing and not allocated
         to one of the parties by this Agreement shall be borne by the parties
         in accordance with the custom and usage in the County in which the
         Property is located. Each party shall pay at Closing one-half of the
         escrow fee, if any, charged by Escrow Agent or Title Company. Seller
         shall pay at Closing the commissions or fees payable to the Brokers and
         Finder in accordance with Article XX of this Agreement.

(c)      Utilities and other customarily proratable expenses, including but not
         limited to water, sewer, gas, electric, trash removal and fire
         protection service, and any contracts or agreements for services to the
         Property to be transferred and assumed by the Purchaser shall be
         prorated as of the Closing Date. The Seller shall be given credit, and
         the Purchaser shall be charged, for any utility deposits transferred
         (if transferred) to the Purchaser, provided Purchaser shall agree to
         such transfer.

(d)      Any amounts payable to or to be paid by the Seller under any contract
         or other agreement to be assigned to the Purchaser and which the
         Purchaser is to assume pursuant to this Agreement shall be prorated
         between the Seller and the Purchaser as of the Closing Date. All other
         expenses relating to the Property including, but not limited to,
         insurance, administrative and such other expenses incurred by the
         Seller or the Seller's agents that are not to be transferred and
         assumed by the Purchaser, shall be paid by the Seller and the Purchaser
         shall not be liable therefore.

(e)      At the Closing, the balance of any security deposit actually paid to or
         received by the Seller under the Leases and of any prepaid rentals
         actually paid to or received by the Seller under the Leases for periods
         subsequent to the Closing shall be credited against the




                                       18
<PAGE>   19

         Purchase Price. The assignment of the Tenants' security deposits under
         the Leases shall be performed in accordance with the requirements of
         Florida law.

(f)      Collected rents and all other income shall be prorated as of the
         Closing Date, with the Purchaser receiving a credit for that portion of
         the collected rents and other income attributable to the period on and
         after the Closing Date. Rent and all other sums which are due and
         payable to the Seller by the Tenants under the Leases but which are
         uncollected as of the Closing shall not be adjusted. With respect to
         delinquent rentals and other sums due under the Leases, the Purchaser
         shall make a reasonable attempt to collect the same for the Seller's
         benefit after the Closing in the usual course of the operation of the
         Property, and such collection, if any, shall be remitted to the Seller
         promptly upon the receipt of the same by the Purchaser. Nothing
         contained herein shall operate to require the Purchaser to institute
         any lawsuit or any other collection procedure to collect such
         delinquent rentals. The Purchaser and the Seller agree that any sums
         received by the Purchaser from any Tenant owing delinquent rentals
         shall first be applied to rentals and late fees owed to the Seller and
         then to any rentals or other sums owed the Purchaser, regardless of any
         designation of such sums by such Tenant. At Closing, the Seller shall
         deliver to the Purchaser a schedule of all such past due uncollected
         rent and other sums owed by a Tenant under the Leases (if any). For
         amounts due the Seller but not collected within sixty (60) days after
         the Closing, the Seller shall have the right to sue such Tenant owing
         such delinquent sums, but in no event may the Seller seek to evict any
         Tenant or terminate any of the Leases. If the Seller collects any sums
         of rent attributable to periods after the Closing, the Seller shall
         promptly remit the same to the Purchaser.

(g)      All other expenses of operating or owning the Property which are to be
         assumed by the Purchaser shall be prorated as of the Closing Date,
         those accruing prior to the Closing Date being the Seller's
         responsibility and those accruing on and after the Closing Date being
         the Purchaser's responsibility.

(h)      Except as expressly provided herein, the purpose and intent of the
         provisions relating to prorations and apportionments set forth in this
         paragraph and elsewhere in this Agreement is that the Seller shall bear
         all expenses of ownership and operation of the Property and shall be
         entitled to all income therefrom accruing through midnight at the end
         of the day preceding the Closing, the Seller shall bear all expenses
         relating to obligations not to be assumed by the Purchaser, whether
         such expenses occur and/or accrue before and/or after the Closing, and
         the Purchaser shall bear all expenses to be assumed by the Purchaser,
         and shall receive all income, accruing after midnight of the day
         preceding the Closing.

(i)      All of such adjustments and allocations shall be made in cash at
         Closing. Where adjustments are based on estimates, any necessary
         readjustment shall be made when actual figures are available. This
         provision shall survive Closing and shall not be merged into the deed.




                                       19
<PAGE>   20

                              ARTICLE XVI. DEFAULTS

(a)      In the event the Seller breaches any of the covenants, agreements or
         obligations to be performed by the Seller under the terms and
         provisions of this Agreement, the Purchaser, in the Purchaser's sole
         and absolute discretion, shall be entitled to (i) waive such defaults
         and proceed to closing, (ii) seek specific performance of this
         Agreement or (iii) terminate this Agreement and obtain an immediate
         refund of the Earnest Money from Escrow Agent together with a
         reimbursement from Seller of Purchaser's out-of-pocket costs incurred
         in connection with the transaction (e.g., fees of surveyors, attorneys,
         architects, etc.) in an amount not to exceed $75,000 and thereafter all
         parties hereto shall be relieved of and from any and all further
         obligations arising hereunder other than for such obligations as are
         intended to survive the termination of this Agreement.

(b)      In the event the Purchaser breaches any of the covenants, agreements or
         obligations to be performed by the Purchaser under the terms and
         provisions of this Agreement, the Seller's sole and exclusive remedy
         for any such default shall be, upon giving written notice to the
         Purchaser and the Escrow Agent as herein provided, to receive the
         Earnest Money from the Escrow Agent as full liquidated damages,
         whereupon this Agreement shall terminate and thereafter all parties
         hereto shall be relieved of and from any and all further obligations
         arising hereunder other than for such obligations as are intended to
         survive the termination of this Agreement. The Purchaser and the Seller
         acknowledge that it would be difficult or impossible to ascertain the
         actual damages suffered by the Seller as a result of any default by the
         Purchaser and agree that such liquidated damages are a reasonable
         estimate of such damages. The Seller further acknowledges and agrees
         that the Purchaser was materially induced to enter into this Agreement
         in reliance upon the Seller's agreement to accept such Earnest Money as
         the Seller's sole and exclusive remedy and that the Purchaser would not
         have entered into this Agreement but for the Seller's agreement to so
         limit the Seller's remedies.


                            ARTICLE XVII. ASSIGNMENT

The Purchaser may, without the Seller's consent, assign all or any of its right,
title and interest herein to any entity (a "Permitted Assignee") in which Daniel
Sirlin and/or Jeff Krinsky (and/or their spouses and/or children) is the
controlling general partner (if the Permitted Assignee is a limited
partnership), the controlling managing member (if the Permitted Assignee is a
limited liability company), or shareholder(s) owning more than fifty percent
(50%) of the ownership interests and more than fifty percent (50%) of the voting
interests (if the Permitted Assignee is a corporation); provided, however, that
the Purchaser shall not be relieved of any obligations arising under this
Agreement by virtue of such an assignment and further provided that the Seller
shall not be bound by any such assignment unless and until the Seller is
provided written notice of such an assignment and a copy of such assignment
agreement executed by the Purchaser and the Permitted Assignee. Other than as
set forth above, the Purchaser may not assign this Agreement without the
Seller's prior written consent, which consent may be granted or withheld in the
Seller's sole and absolute discretion. Notwithstanding the foregoing, Purchaser
may, without the Seller's consent, assign all or any of its right, title and
interest herein to either party constituting the Purchaser.





                                       20
<PAGE>   21

                              ARTICLE XVIII. NOTICE

Unless otherwise specifically noted, any and all notices which may be permitted
or required hereunder shall be in writing and shall be deemed to have been duly
given as of the date and time which is the earlier of the date the same are
personally delivered or sent via facsimile (with receipt confirmed by the
sender), three (3) days after depositing the same with the United States Postal
Service, postage prepaid by registered or certified mail, return receipt
requested, or one (1) business day after depositing the same with Federal
Express or other nationally recognized overnight delivery service from which a
receipt may be obtained, as the case may be, and addressed as follows:

To the Purchaser at the following address:

         Panther Oak Ridge, Inc.
         and Oak Ridge Investment Associates, LLC
         PH-IIA
         155 S. Miami Avenue
         Miami, Florida 33130
         Attn:    Mr. Daniel Sirlin, President
                  Mr. Jeff Krinsky, Vice President
         Phone:  (305) 374-7075
         Fax:  (305) 374-5051


with a copy to:

         Marc Seltzer, Esq.
         155 S. Miami Avenue
         Miami, Florida 33130
         Phone:  (305) 539-1414
         Fax:  (305) 539-1412


To Seller at the following address:

         ECC International Corp.
         2001 W. Oak Ridge Road
         Orlando, Florida 32809
         Attention:  Ms. Melissa Van Valkenburgh
         Phone:  (407) 859-7410
         Fax:  (407) 888-3454

with a copy to:

         Greenberg Traurig, P.A.
         111 N. Orange Avenue, Suite 2000
         Orlando, Florida 32801
         Attn:  Orlando, L. Evora, Esq.
         Phone:  (407) 418-2380
         Fax:  (407) 420-5909






                                       21
<PAGE>   22

To Escrow Agent at the following address:

         Greenberg Traurig, P.A.
         111 N. Orange Avenue, Suite 2000
         Orlando, Florida 32801
         Attn:  Orlando, L. Evora, Esq.
         Phone:  (407) 418-2380
         Fax:  (407) 420-5909


or to such other address as any party hereto shall from time to time designate
to the other parties by notice in writing as herein provided.

                            ARTICLE XIX. ESCROW AGENT

The Escrow Agent shall not be entitled to any fees or compensation for its
services as the Escrow Agent hereunder. The sole responsibility of the Escrow
Agent shall be to disburse the Earnest Money in accordance with this Agreement
and to account to Seller and to Purchaser for the Earnest Money. Escrow Agent
shall have no obligation or authority to determine the appropriateness of any
request for disbursements made pursuant to this Agreement. Escrow Agent is
hereby authorized and agrees by acceptance thereof to hold the Earnest Money in
escrow and to disburse the Earnest Money in accordance with the terms and
conditions of this Agreement. In the event of doubt as to its duties or
liabilities under the provisions of this Agreement, or if either Seller or
Purchaser disputes in writing a claim by the other to the Earnest Money, the
Escrow Agent may, in its sole discretion, continue to hold the Earnest Money
until the parties having an interest therein mutually agree in writing to the
disbursement thereof or until a judgment of a court of competent jurisdiction
shall determine the rights of the parties thereto, or Escrow Agent may deposit
the Earnest Money then held pursuant to this Agreement with the Clerk of the
Circuit Court of Orange County, Florida and upon notifying all parties concerned
of such action, all liability on the part of Escrow Agent shall fully terminate
except to the extent of accounting for any money delivered out of escrow. In the
event of any suit wherein Escrow Agent is made a party by virtue of acting as
such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent
interpleads the subject matter of this escrow, Escrow Agent shall be entitled to
recover reasonable attorney's fee and costs incurred. All parties agree that
Escrow Agent shall not be liable to any party or person whomsoever for
misdelivery to Seller or to Purchaser of money subject to this escrow, or for
any act or omission on its part undertaken, unless such misdelivery, act or
omission shall be due to bad faith and in willful disregard of this Agreement,
or due to negligence. In the event Escrow Agent returns the Earnest Money to
Purchaser, Escrow Agent shall provide concurrent written notice of such return
to Seller. Escrow Agent shall not be responsible for assuring the rate of
interest to accrue on the Earnest Money, for any fluctuation in the rate of
interest accruing on the Earnest Money, for any failures on the part of the
depository bank, for the unavailability of deposit insurance on all or any
portion of the Earnest Money, or for any other matters beyond the direct and
exclusive




                                       22
<PAGE>   23

control of Escrow Agent. Escrow Agent assumes no obligations or responsibilities
hereunder other than as expressly set forth herein. Seller and Purchaser each
hereby acknowledge that Escrow Agent is acting solely as a stakeholder at their
request and for their convenience. The Seller and the Purchaser agree that the
status of the Seller's counsel as the Escrow Agent under this Agreement does not
disqualify such law firm from representing the Seller in connection with this
transaction and in any disputes that may arise between the Seller and the
Purchaser concerning this transaction, including any dispute or controversy with
respect to the Earnest Money.

                       ARTICLE XX. REAL ESTATE COMMISSION

(a)      Upon the Closing of the sale pursuant to this Agreement (and only in
         the event of Closing), Seller shall pay to Lamarche Realty a real
         estate commission equal to three percent (3%) of the Purchase Price,
         less any amounts previously paid to Lamarche Realty by Seller pursuant
         to a consulting agreement, between Lamarche Realty and Seller. Seller
         shall also pay to Concorde Realty Group, Inc. a real estate commission
         equal to two percent (2%) of the Purchase Price (Lamarche Realty and
         Concorde Realty Group, Inc. are collectively referred to herein as the
         "Brokers"). Seller shall also pay to Jesse Krasnow ("Finder") a
         finder's fee in the amount of ONE HUNDRED TWENTY-FIVE THOUSAND AND
         NO/100 DOLLARS ($125,000.00). Said commissions and finder's fee shall
         be payable in cash at the time of the Closing. The Purchaser hereby
         represents to the Seller that the Purchaser has not engaged or dealt
         with any agent, broker or finder other than the Brokers and Finder
         regarding this Agreement or the sale and purchase of the Property
         contemplated hereby. The Purchaser hereby indemnifies the Seller and
         agrees to hold the Seller free and harmless from and against any and
         all liability, loss, cost, damage and expense, including, but not
         limited to, attorneys' fees and costs of litigation, both prior to and
         on appeal, which the Seller shall ever suffer or incur because of any
         claim by any agent, broker or finder, other than the Brokers and
         Finder, engaged by the Purchaser, whether or not meritorious, for any
         fee, commission or other compensation with respect to this Agreement or
         to the sale and purchase of the Property contemplated hereby.

(b)      The Seller hereby represents to the Purchaser that (i) the amounts
         payable to the Brokers and Finder by Seller as set forth immediately
         above in Article XX(a) are the total amounts owing to the Brokers and
         Finder with respect to this Agreement, and (ii) the Seller has not
         engaged or dealt with any agent, broker or finder other than the
         Brokers and Finder regarding this Agreement or the sale and purchase of
         the Property contemplated hereby. The Seller hereby indemnifies the
         Purchaser and agrees to hold the Purchaser free and harmless from and
         against any and all liability, loss, cost, damage and expense,
         including but not limited to attorneys' fees and costs of litigation
         both prior to and on appeal, which the Purchaser shall ever suffer or
         incur because of any claim by any agent, broker or finder engaged by
         the Seller, including the Brokers and Finder, whether or not
         meritorious, for any fee, commission or other compensation with respect
         to this Agreement or to the sale and purchase of the Property
         contemplated hereby.





                                       23
<PAGE>   24

                            ARTICLE XXI. SEVERABILITY

This Agreement is intended to be performed in accordance with, and only to the
extent permitted by, all applicable laws, ordinances, rules and regulations. If
any provision of this Agreement or the application thereof to any person or
circumstance shall, for any reason and to any extent, be determined by any court
of competent jurisdiction to be invalid and unenforceable, the remainder of this
Agreement and the application of such remaining provisions shall not be affected
thereby but rather shall be enforced to the greatest extent permitted by law,
provided that the invalidity or unenforceability of any such provisions does not
materially adversely affect the benefits accruing to any party hereunder.

                           ARTICLE XXII. TERM OF OFFER

This Agreement has been executed first by the Seller as a continuing offer to
sell the Property, subject to and conditioned upon the terms and conditions
herein contained, which offer shall be open for acceptance by the Purchaser
until 5:00 P.M. on March 27, 2001, at which time the offer may be withdrawn by
the Seller unless at least two (2) fully executed counterparts of this Agreement
have theretofore been received by the Seller. This offer may not be accepted if,
prior to the Seller's receipt of two (2) fully executed counterparts of this
Agreement, the same shall have been revoked by the Seller. This offer may be
revoked by notice as provided in this Agreement.

                     ARTICLE XXIII. MISCELLANEOUS PROVISIONS

(a)      When used herein, the term "Effective Date" or the phrase "the date
         hereof" or "the date of this Agreement" shall mean the date that this
         Agreement is executed by both the Seller and the Purchaser.

(b)      For a period of eight (8) months, unless otherwise expressly specified
         otherwise all of the covenants, indemnifications, representations and
         warranties set forth in this Agreement shall (i) survive any
         termination of this Agreement, (ii) survive the Closing of the
         transaction contemplated hereby, (ii) survive the execution and
         delivery of any and all deeds and other documents at any time executed
         and delivered under, pursuant to or by reason of this Agreement, and
         (iii) survive the payment of all monies made under, pursuant to or by
         reason of this Agreement.

(c)      No failure of either party to exercise any power given hereunder or to
         insist upon strict compliance with any obligation specified herein, and
         no custom or practice at variance with the terms hereof, shall
         constitute a waiver of either party's right to demand exact compliance
         with the terms hereof.

(d)      This Agreement including exhibits and schedules, if any, contains the
         entire agreement of the parties hereto. Prior representations,
         promises, inducements, understandings or agreements, oral or written,
         not included in this Agreement but pertaining to the subject




                                       24
<PAGE>   25

         matter hereof shall not be binding upon either of the parties and shall
         be superceded by the provisions of this Agreement.

(e)      Any amendment to this Agreement shall not be binding upon any of the
         parties hereto unless such amendment is in writing and executed by the
         Seller and the Purchaser.

(f)      The provisions of this Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective heirs,
         administrators, executors, personal representatives, successors and
         assigns.

(g)      Time is of the essence of this Agreement. To the extent that any time
         periods hereunder shall end on a Saturday, Sunday or a legal holiday,
         such time period shall extend until 5:00 p.m. of the next business day.

(h)      This Agreement may be executed in multiple counterparts, each of which
         so executed and delivered shall be deemed to be an original and all of
         which taken together shall constitute one and the same agreement.

(i)      The prevailing party in any litigation (including, but not limited to,
         any declaratory action) shall be entitled to collect from the
         non-prevailing party all costs and reasonable attorneys' fees incurred
         by the prevailing party at all pre-trial, trial, appellate and
         post-judgment levels.

(j)      Radon gas is a naturally occurring radioactive gas that when it has
         accumulated in a building in sufficient quantities, may present health
         risks to persons who are exposed to it over time. Levels of radon that
         exceed federal and state guidelines have been found in buildings in
         Florida. Additional information regarding radon and radon testing may
         be obtained from your county health unit.

(k)      The headings inserted at the beginning of each paragraph are for
         convenience only and do not add to or subtract from the meaning of the
         contents of each paragraph.

(l)      This Agreement shall not be recorded in the public records of the
         county in which the Property is located.

(m)      This Agreement shall be interpreted under the laws of the State of
         Florida.

(n)      In order to expedite the transaction contemplated herein, telecopied
         signatures may be used in place of original signatures on this
         Agreement. Seller and Purchaser intend to be bound by the signatures on
         the telecopied document, are aware that the other party will rely on
         the telecopied signatures, and hereby waive any defenses to the
         enforcement of the terms of this Agreement based on the form of
         signature.

(o)      The provisions of this Agreement are and will be for the benefit of
         Seller and Purchaser only and are not for the benefit of any third
         party, and accordingly, no third party shall have the right to enforce
         the provisions of this Agreement.





                                       25
<PAGE>   26

(p)      Each party agrees that it will execute and deliver such other documents
         and take such other action, whether prior or subsequent to Closing, as
         may be reasonably requested by the other party to consummate the
         transaction contemplated by this Agreement. The provisions of this
         Section XXIII(p) shall survive Closing.

(q)      From and after Closing, Purchaser shall be responsible for providing
         such on-site management services for the Property as Purchaser in its
         sole discretion deems appropriate. Unless otherwise agreed to by
         Purchaser in writing, Seller expressly agrees that all property
         management agreements and employment contracts relating to the
         operation and management of the Property prior to Closing shall have
         been terminated at or before Closing with all amounts owing thereunder
         to be fully paid by Seller.

(r)      From and after the Effective Date and prior to Closing, in the event
         Seller executes a bona fide letter of intent to negotiate the sale of
         the outstanding capital stock of Seller or substantially all of the
         assets of Seller to a non-affiliated individual or entity, then within
         fifteen (15) days of the date of execution of such letter of intent
         Seller may elect to terminate in its entirety this Agreement on the
         following conditions, which shall be conditions precedent to any such
         attempted termination by the Seller becoming effective: (i) written
         notice of Seller's election to terminate pursuant to the terms of this
         subparagraph (r) shall have been given by Seller to Purchaser within
         the periods of time herein provided ("Sale Termination Notice"); (ii)
         such Sale Termination Notice shall be accompanied by (x) the refund of
         the Earnest Money to Purchaser in full, (y) the reimbursement to
         Purchaser of an amount equal to actual third party due diligence costs
         and expenses expended or incurred by Purchaser in connection with the
         subject transaction (e.g. expenses for loan application fees,
         environmental and structural analysis, appraisal, survey and legal
         costs), provided that the total amount of such reimbursable costs and
         expenses shall not exceed the amount of Seventy-Five Thousand Dollars
         ($75,000), and, (z) payment to Purchaser by Seller of a Sale
         Termination fee as compensation for the granting to Seller of the
         termination rights provided in this subparagraph in the amount of One
         Hundred Thousand Dollars ($100,000.00).


                          [SIGNATURE PAGE WILL FOLLOW]




                                       26
<PAGE>   27


IN WITNESS WHEREOF, this Agreement has been executed by the Purchaser and the
Seller on the dates set out below their respective signatures hereto.

                                       SELLER


                                       ECC INTERNATIONAL CORP.,
                                       A Delaware corporation



                                       By:
                                          --------------------------------------
                                                Melissa Van Valkenburgh
                                                Chief Financial Officer

                                       Date:
                                            ------------------------------------


                                                 (CORPORATE SEAL)

                                       PURCHASER

                                       PANTHER OAK RIDGE, INC.,
                                       a Florida corporation



                                       By:
                                          --------------------------------------
                                       Print Name:
                                                  ------------------------------
                                       As Its:
                                              ----------------------------------

                                       Date:
                                            ------------------------------------

                                                  (CORPORATE SEAL)


                                       OAK RIDGE INVESTMENT
                                       ASSOCIATES, LLC,
                                       a Florida limited liability company



                                       By:
                                          --------------------------------------
                                       Print Name:
                                                  ------------------------------
                                       As Its:
                                              ----------------------------------

                                       Date:
                                            ------------------------------------




                                       27
<PAGE>   28

Greenberg Traurig, P.A., executes this Purchase and Sale Agreement solely for
the purpose of acknowledging and agreeing to accept the responsibilities of the
Escrow Agent as set forth in this Purchase and Sale Agreement, including, but
not limited to the provisions of Article III, Article X.

                                       GREENBERG TRAURIG, P.A.,
                                       a Florida professional association


                                       By:
                                          --------------------------------------
                                       Print Name:
                                                   -----------------------------
                                       Date:
                                            ------------------------------------




Lamarche Realty, Concorde Realty Group, Inc. and Jesse Krasnow executes this
Purchase and Sale Agreement for the purpose of acknowledging and agreeing to the
terms of Article XX as set forth in this Purchase and Sale Agreement.

                                       LAMARCHE REALTY,
                                       a
                                         ---------------------------------------


                                       By:
                                          --------------------------------------
                                       Print Name:
                                                  ------------------------------
                                       As Its:
                                               ---------------------------------
                                       Date:
                                            ------------------------------------


                                       CONCORDE REALTY GROUP, INC.,
                                       a
                                         ---------------------------------------



                                       By:
                                          --------------------------------------
                                       Print Name:
                                                  ------------------------------
                                       As Its:
                                               ---------------------------------
                                       Date:
                                            ------------------------------------



                                       -----------------------------------------
                                       JESSE KRASNOW, individually





                                       28
<PAGE>   29
                                   EXHIBIT "A"

                            LEGAL DESCRIPTION OF LAND

PARCEL 1:

The South Half of Lots 35 and 36, (LESS the North 25 feet of the South Half of
Lots 35 and 36, and the East 50 feet of Lot 36), PLAN OF BLOCK ONE, PROSPER
COLONY, being in Section 22, Township 23 South, Range 29 East, according to the
Map or Plat thereof, as recorded in Plat Book D, Page 109, Public Records of
Orange County, Florida.

PARCEL 2:

The North Half of Lots 35 and 36, (LESS the East 50.00 feet of Lot 36, PLAN OF
BLOCK ONE, PROSPER COLONY, according to the Map or Plat thereof, as recorded in
Plat Book D, Page 109, Public Records of Orange County, Florida.

PARCEL 3:

The East 50.00 feet of Lots 61 and 36, (LESS the South 30.00 feet of Lot 61 for
road right of way purposes), AND the North 25.00 feet of the South Half of Lots
35 and 36, PLAN OF BLOCK ONE, PROSPER COLONY, according to the Map or Plat
thereof, as recorded in Plat Book D, Page 109, Public Records of Orange County,
Florida.

PARCEL 4:

Lot 60, PLAN OF BLOCK ONE, PROSPER COLONY, according to the Map or Plat thereof,
as recorded in Plat Book D, Page 109, Public Records of Orange County, Florida,
LESS any part thereof lying within Oak Ridge Road.

PARCEL 5:

The South Half of Lots 37 and 38, PLAN OF BLOCK ONE, PROSPER COLONY, according
to the Map or Plat thereof, as recorded in Plat Book D, Page 109, Public Records
of Orange County, Florida.

PARCEL 6:

The North Half of Lot 38, PLAN OF BLOCK ONE, PROSPER COLONY, according to the
Map or Plat thereof, as recorded in Plat Book D, Page 109, Public Records of
Orange County, Florida.

PARCEL 7:

The West 75 feet of the East 162.29 feet of the North Half of Lot 37, PLAN OF
BLOCK ONE, PROSPER COLONY, according to the Map or Plat thereof, as recorded in
Plat Book D, Page 109, Public Records of Orange County, Florida.




                                       29
<PAGE>   30
                             EXHIBIT "A" (CONTINUED)

                           LEGAL DESCRIPTION OF LAND

PARCEL 8:

Lot 61, (LESS the South 30 feet, and the East 50 feet) AND the East 62 feet of
Lot 62 (LESS the South 30 feet), PLAN OF BLOCK ONE, PROSPER COLONY, according to
the Map or Plat thereof, as recorded in Plat Book D, Page 109, Public Records of
Orange County, Florida.

PARCEL 9:

That certain 40.00 foot right of way known as Tampa Avenue, a shown on the Plat
of PLAN OF BLOCK ONE, PROSPER COLONY, according to the Map or Plat thereof, as
recorded in Plat Book D, Page 109, Public Records of Orange County, Florida,
lying adjacent to and continuous with the South Half of Lot 37, Block One and
Lot 60, Block One, LESS the right of way on the South for Oak Ridge Road.





                                       30
<PAGE>   31
                                  EXHIBIT "B-1"

                                    INVENTORY

To be agreed upon by Purchaser and Seller during the Inspection Period, and
amended hereto.





                                       31
<PAGE>   32

                                  EXHIBIT "B-2"

                                EXCLUDED PROPERTY

o        Office furniture including desks, chairs, cubicles and work tables

o        All computer hardware including PC's, servers, monitors, racks, special
         raised flooring and UPS

o        Artwork and indoor plants

o        Refrigerators, microwaves and coffee machines

o        Breakroom equipment including vending machines and furniture

o        Security access system and cameras

o        Telephone switch and phone equipment

o        Warehouse racks, shelving and cages

o        Video teleconferencing system

o        Trash compactor

o        All manufacturing equipment





                                       32
<PAGE>   33

                                   EXHIBIT "C"

                             FORM OF TENANT ESTOPPEL






                                       33
<PAGE>   34


                          TENANT'S ESTOPPEL CERTIFICATE

         This certificate concerns that certain lease dated ____________, by and
between __________________, as landlord or lessor ("Lessor"), and
___________________________, as tenant or lessee ("Lessee"), of the property
located at ___________________________ ___________________ (the "Leased
Property"). The Leased Property is located within the property more commonly
known as the _____________________.

         Lessor anticipates selling the _____________________ to
_____________________ ("Purchaser") and, in connection with the proposed sale,
Lessor and Purchaser request certain information to be provided, as stated in
this certificate. In this regard, Lessee confirms, represents, and warrants the
following information to Lessor and Purchaser and agrees that Lessor and
Purchaser may rely on such information in selling and/or purchasing the
_____________________:

                                   SECTION ONE
                                  DATE OF LEASE

         The date of the lease is _________________, and the dates of all
amendments and modifications to the lease are ______________________. A true and
correct copy of the lease (and all amendments thereto) is attached hereto as
EXHIBIT "A" and incorporated herein by this reference.

                                   SECTION TWO
                               LEASE MODIFICATIONS

         The lease is in full force and effect and has not been modified,
altered or amended, except as set forth in the above-referenced amendments and
modifications.

                                  SECTION THREE
                                  TERM OF LEASE

         A. The current term of the lease expires on ____________________.

         B. There are no remaining renewal options except as follows: __________
_____________________________________________________________________________.

                                  SECTION FOUR
                                     OPTIONS

         There are no options or first rights of refusal for additional space or
to purchase the Leased Property or any part of the _____________ except as
follows: _____________________





                                       34
<PAGE>   35

                                  SECTION FIVE
                                     RENTAL

         A. The current fixed monthly rental under the lease is $____________,
which is payable on the _______ day of each month in advance.

         B. The fixed monthly rental has been paid through ____________________.

         C. The fixed monthly rental due under the lease is scheduled to be
changed pursuant to the terms of the lease as follows:__________________________

____________________________________________________________.

         D. Lessee is also obligated to pay percentage rent under the terms of
the lease based on the following provisions:____________________________________

         E. No rent under the lease has been paid more than one month in advance
of its due date.

         F. Lessee is not entitled to any free rent, concessions, rebates or
refunds, except as follows:___________________________________________________.

                                   SECTION SIX
                                 WAIVERS OF RENT

         The lease provides for a waiver of rent or expenses for the following
months: ________________________________________________________________ .

                                  SECTION SEVEN
                                SECURITY DEPOSIT

         The amount of the security deposit that has been paid to Lessor under
the lease is $___________.

                                  SECTION EIGHT
                          TENANT'S DEFAULT UNDER LEASE

         A. Lessee is not in default under the lease and is current in the
payment of any taxes, utilities, common area maintenance payments, or other
charges to be paid by Lessee, except as follows:_______________________________.

         B. There is no event, occurrence or condition which (with notice or
lapse of time or both) would constitute a default by Lessee under the Lease.




                                       35
<PAGE>   36

                                  SECTION NINE
                       TENANT FINISH WORK AND IMPROVEMENTS

         Any contribution payable by Lessor for tenant finish work and tenant
improvements has been paid in full, except as follows: _________________________

_______________________________________________________________________________,
and all such work has been completed.

                                   SECTION TEN
                         LANDLORD'S DEFAULT UNDER LEASE

         A. Lessor has fulfilled all of Lessor's duties and obligations under
the lease and is not in default in any manner under the lease.

         B. Lessee has no claims against Lessor, including, but not limited to,
any claim to offset or waive rents or expenses.

         C. Lessor has not made any representation or agreement to or with
Lessee concerning the lease or the Leased Property that is not contained in the
lease, except as follows:____________________________________________________.

         D. There is no event, occurrence or condition which (with notice or
lapse of time or both) would constitute a default by Lessor under the Lease.

         E. There are no unsatisfied requests by Lessee for repairs,
restorations or improvements to the Leased Property.

                                 SECTION ELEVEN
                        TENANT'S RECOGNITION OF PURCHASER

         Upon the sale of the _____________________ by Lessor to Purchaser, the
Lessor's interest in and to the lease will be assigned to Purchaser and
Purchaser will assume Lessor's responsibilities and obligations under the lease.
Accordingly, upon such sale Lessee agrees to look solely to, recognize and honor
Purchaser and its successors and assigns as the landlord under the lease.

         The undersigned has executed this certificate on ____________________,
200__.

WITNESSES:                                 TENANT:


                                           By:
------------------------------------           ---------------------------------

Print Name:                                Print Name:
           -------------------------                  --------------------------

                                           Title:
                                                 -------------------------------

------------------------------------
Print Name:
           -------------------------






                                       36
<PAGE>   37
                                   EXHIBIT "D"

                    SKETCH OF REAL PROPERTY AND BUILDING PLAN






                                       37
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                                   EXHIBIT "E"

                       PRELIMINARY DRAFT OF SELLER'S LEASE






                                       38
<PAGE>   39
                                   EXHIBIT "F"

                        SERVICE CONTRACTS AND AGREEMENTS

1.       Real and Personal Property Tax Consulting Services Agreement, dated
         March 5, 2001, between Seller and Grant Thornton LLP.

2.       Service Agreement with Cleaning Concepts, dated December 15, 1996.

3.       Grounds Maintenance Services Agreement with Millennium Lawn
         Maintenance, dated January 25, 2000.

4.       Service Agreement with Allied Pest Control, dated July 7, 1999.

5.       Pest Prevention Service Agreement with Massey Services, Inc., dated
         August 24, 1999.











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