Exhibit 10.8

Contract of Sale for New York office,  commercial and  multi-family  residential
premises

   Contract of Sale---Office, Commercial and Multi-Family Residential Premises

<TABLE>
<CAPTION>

                                Table of Contents
<S>                                                                           <C>
Schedule A. Description of premises (to be attached)                  Section 8. Destruction, damage or condemnation
Schedule B. Permitted exceptions                                      Section 9. Covenants of seller
Schedule C. Purchase price                                            Section 10. Seller's closing obligations
Schedule D. Miscellaneous                                             Section 11. Purchaser's closing obligations
Schedule E. Rent schedule (to be attached)                            Section 12. Apportionments
Section 1.  Sale of premises and acceptable title                     Section 13. Objections to title, failure of seller or
Section 2.  Purchase price, acceptable funds, existing                            purchaser to perform and
            mortgages, purchase money mortgage and                    Section 14. Broker
            escrow of downpayment                                     Section 15. Notices
Section 3.  The closing                                               Section 16. Limitations on survival of representations,
Section 4.  Representations and warranties of seller                              warranties, covenants and other
Section 5.  Acknowledgments of purchaser                                          obligations
Section 6.  Seller's obligations as to leases                          Section 17. Miscellaneous provisions
Section 7.  Responsibility for violations                              Signatures and receipt by escrowee
</TABLE>


                   CONTRACT dated the , day of December 2007,
Between
HPG REALTY CO., LLC, a New York Limited Liability Company

Address:
979 Marconi Avenue, Ronkonkoma, NY 11779
("Seller") and

CVD EQUIPMENT Corporation, a New York Corporation

Address:

1860 Smithtown Avenue, Ronkomkoma, NY 11779

("Purchaser").


Seller and Purchaser hereby covenant and agree as follows:

                                   Schedule A
                             DESCRIPTION OF PREMISES

The Premises are located at or known as:
Street Address: 979 Marconi Avenue
City: Ronkonkoma   State: New York   Zip:  11779
Tax Map Designation:   Section: 105.00     Block: 0.300    Lot: 002.001

[X] metes and bounds description attached hereto)

                                   Schedule B
                              PERMITTED EXCEPTIONS

     1. Zoning regulations and ordinances which are not violated by the existing
structures or present use thereof and which do not render title uninsurable.
     2.  Consents  by the Seller or any  former  owner of the  Premises  for the
erection of any structure or structures on, under or above any street or streets
on which the Premises may abut.
     3. INTENTIONALLY OMITTED.
     4. INTENTIONALLY OMITTED.
     5. Unpaid  installments of assessments not due and payable on or before the
Closing Date.
     6. Financing  statements,  chattel  mortgages and liens on personalty filed
more than 5 years prior to the Closing  Date and not renewed,  or filed  against
property or equipment no longer located on the Premises or owned by Tenants.
     7. (a) Rights of utility  companies  to lay,  maintain  install  and repair
pipes,  lines, poles,  conduits,  cable boxes and related equipment on, over and
under the  Premises,  provided  that none of such rights  imposes  any  monetary
obligation on the owner of the Premises.
     (b) Encroachments of stoops,  areas, cellar steps, trim cornices,  lintels,
window sills, awnings,  canopies,  ledges,  fences, hedges, coping and retaining
walls  projecting  from the  Premises  over any  street or  highway  or over any
adjoining  property  and  encroachments  of  similar  elements  projecting  from
adjoining property over the Premises.
     (c)  Revocability  or  lack of  right  to  maintain  vaults,  coal  chutes,
excavations or sub-surface equipment beyond the line of the Premises.
     (d) Any state of facts that an accurate  survey  would  disclose,  provided
that such facts do not  render  title  unmarketable.  For the  purposes  of this
contract,  none of the facts shown on the survey, if any, identified below shall
be deemed to render title unmarketable, and Purchaser shall accept title subject
thereto:

<PAGE>
                                   Schedule C
                                 PURCHASE PRICE

The Purchase Price shall be paid as follows:
     (a)  By check subject to collection the proceeds of which are to be held in
          escrow  pursuant  to  Article  2.05,  the  receipt  of which is hereby
          acknowledged by Seller:               $405,000.00
     (b)  By check or checks  delivered  to Seller at the Closing in  accordance
          with the provisions of Section 2.02:       $1,610,000.00
     (c)  INTENTIONALLY OMITTED
     (d)  INTENTIONALLY OMITTED

INTENTIONALLY OMITTED
Making for a total Purchase Price of:           $2,015,000.00


                                   Schedule D
                                  MISCELLANEOUS

     1. Title insurer  designated by the parties  (Section 1.02):  Any reputable
Title Insurance  Company licensed to due business in New York State and a member
of The Title  Insurance  Rate Service  Association  ("TIRSA") (See Paragraph No.
1.02(b))

     2. INTENTIONALLY OMITTED

     3. INTENTIONALLY OMITTED

     4. INTENTIONALLY OMITTED

     5. Seller's tax ID Nos (Section 2.05) #1:[INTENTIONALLY OMITTED]#2: #3: #4:

     6. Buyer's tax ID Nos (Section 2.05) #1: #2: #3: #4:

     7. Scheduled  time and date of Closing  (Section  3.01):  Date: on or about
January 1, 2008 Time:10:00 o'clock.

     8. Place of Closing  (Section  3.01):  Seller's  Attorneys  Office or place
designated by Purchaser's lender.

     9. Assessed valuation of Premises (Section 4.10): 145,000/28,000 taxable

     10.  Fiscal year and annual real estate taxes on Premises  (Section  4.10):
Fiscal Year: 2006/07 Annual Taxes: $5,97.08

     11. Tax abatements or exemptions affecting Premises (Section 4.10): 10 year
abatement,  10% of full assessment year 1 and 10% assessment  restored  annually
until full assessment - year one was 2005/06 fiscal year

     12. INTENTIONALLY OMITTED

     13.  Maximum  Amount  which  Seller  must  spend to cure  violations,  etc.
(Section 7.02): $10,000 (including attorney's fees)

     14. Maximum Expense of Seller to cure title defects,  etc. (Section 13.02):
$10,000.00  (excluding  attorney's  fees and voluntary  liens or liens  directly
against Seller, for which tere shall be no limit)

     15. Broker, if any (Section 14.01): Sperry Van Ness/Listing: Lloyd's Realty
Corporation/Selling

     16. Party to pay broker's  commission  (Section 14.01):  Seller

     17. Address for notices (Section 15.01):

               If to Seller: HPG Realty Co., LLC
                             979 Marconi Avenue
                             Ronkonkoma, NY 11779

                    with a copy to:  Thomas P. Solferino, Esq.

                                     Solferino & Solferino, L.L.P.
                                     15 Roslyn Road
                                     Mineola, NY 11501
                                     Tel.: 516-873-1711 Fax: 516-873-1721
                                     email: tsolf@solferinolaw.com

               If to Purchaser:  CVD Equipment Corporation
                                 1860 Smithtown Avenue
                                 Ronkonkoma, NY 11779

                     with a copy to:  Martin J. Teitelbaum, Esq.

                                      329 Middle Country Road
                                      P.O. Box 514
                                      Smithtown, NY 11787
                                      Tel.: 631-360-1640 Fax: 631-360-2131
                                      email: mjteit@gmail.com
<PAGE>

     18. Limitation Date for actions based on Seller's surviving representations
and other obligations (Section 16.01): twelve (12) months from date of Closing

     19.  Additional  Schedules or Riders  (Section  17.08):  SEE SELLER'S RIDER
ANNEXED HERETO AND MADE A PART HEREOF

                                   Schedule E
                                  RENT SCHEDULE

([ ] if more than four tenants,  check,  and annex a rent schedule rider hereto;
otherwise, enter information below)

    Name             Apt. No.      Rent          Due                Security




Section 1. Sale of Premises and Acceptable Title

     Section 1.01. Seller shall sell to Purchaser,  and Purchaser shall purchase
from Seller,  at the price and upon the terms and  conditions  set forth in this
contract:
     (a) the parcel of land more  particularly  described in Schedule A attached
hereto ("Land");
     (b) all  buildings  and  improvement  situated  on the Land  (collectively,
"Building");
     (c) all right,  title and  interest  of Seller,  if any, in and to the land
Iying in the bed of any street or highway in front of or  adjoining  the Land to
the center line thereof and to any unpaid  award for any taking by  condemnation
or any  damage  to the Land by  reason  of a change  of grade of any  street  or
highway;
     (d) the appurtenances and all the estate and rights of Seller in and to the
Land and Building; and
     (e) all  right,  title  and  interest  of  Seller,  if  any,  in and to the
fixtures,  equipment and other personal  property attached or appurtenant to the
Building  (collectively,  "Premises").  The  Premises are located at or known as
Street Address:  979 Marconi Avenue
City: Ronkonkoma  State: New York   Zip:  11779
Tax Map Designation:  Section: 105.00 Block: 0.300 Lot: 002.001 District: 0500


     Section  1.02.  Seller shall convey and  Purchaser  shall accept fee simple
title to the Premises in  accordance  with the terms of this  contract,  subject
only to:  *marketable

     (a) the  matters  set forth in  Schedule B attached  hereto  (collectively,
"Permitted Exceptions"); and
     (b) such other  matters as (i) the title  insurer  specified  in Schedule D
attached  hereto (or if none is so specified,  then any member of TIRSA shall be
willing, without special premium, to omit as exceptions to coverage or to except
with insurance  against  collection  out of or enforcement  against the Premises
INTENTIONALLY OMITTED

Section 2. Purchase Price, Acceptable Funds, Existing Mortgages,  Purchase Money
Mortgage and Escrow of Down payment

     Section 2.01. The purchase price ("Purchase Price") to be paid by Purchaser
to Seller  for the  Premises  as  provided  in  Schedule  C  attached  hereto is
$2,025,000.00

     Section 2.02.  All monies  payable under this  contract,  unless  otherwise
specified in this contract, shall be paid by:
         (a) certified checks of Purchaser or any person making a purchase money
loan to Purchaser drawn on any bank, savings bank, trust company or savings and
loan association having a banking office in the State of New York or
     (b) official bank checks drawn by any such banking institution,  payable to
the order of Seller,  except that uncertified checks of Purchaser payable to the
order of Seller up to the amount of  one-half  of one  percent  of the  Purchase
Price shall be acceptable for sums payable to Seller at the Closing.

         Section 2.03. INTENTIONALLY OMITTED.

         Section 2.04. INTENTIONALLY OMITTED.

     Section 2.05. (a) If the sum paid under  paragraph (a) of Schedule C or any
other  sums  paid  on  account  of the  Purchase  Price  prior  to  the  Closing
(collectively,  "Downpayment") are paid by check or checks drawn to the order of
and delivered to Seller's  attorney or another  escrow agent  ("Escrowee"),  the
Escrowee shall hold the proceeds thereof in escrow in a special bank account (or
as otherwise  agreed in writing by Seller,  Purchaser  and  Escrowee)  until the
Closing or sooner  termination of this contract and shall pay over or apply such
proceeds in accordance  with the terms of this  section.  Escrowee need not hold
such  proceeds in an  interest-bearing  account,  but if any  interest is earned
thereon,  such interest shall be paid to the same party entitled to the escrowed
proceeds,  and the party  receiving  such  interest  shall pay any income  taxes
thereon.  The tax identification  numbers of the parties are either set forth in
Schedule D or shall be furnished to Escrowee upon request. At the Closing,  such
proceeds and the interest thereon,  if any, shall be paid by Escrowee to Seller.
If for any reason  the  Closing  does not occur and  INTENTIONALLY  OMITTED.  If
Escrowee does receive such written objection within such 10 day period or if for
any other  reason  Escrowee in good faith shall elect not to make such  payment,
Escrowee shall continue to hold such amount until otherwise  directed by written
instructions  from the parties to this contract or a final  judgment of a court.
However,  Escrowee  shall  have the right at any time to  deposit  the  escrowed
proceeds and interest  thereon,  if any,  with the clerk of the Supreme Court of
the county in which the Land is located.  Escrowee  shall give written notice of
such  deposit to Seller  and  Purchaser.  Upon such  deposit  Escrowee  shall be
relieved  and  discharged  of  all  further  obligations  and   responsibilities
hereunder.

     (b) The parties acknowledge that Escrowee is acting solely as a stakeholder
at their request and for their convenience, that Escrowee shall not be deemed to
be the agent of either of the parties,  and that Escrowee shall not be liable to
either  of the  parties  for any act or  omission  on its part  unless  taken or
suffered in bad faith, in willful  disregard of this contract or involving gross
negligence.  Seller and Purchaser shall jointly and severally indemnify and hold
Escrowee  harmless from and against all costs,  claims and  expenses,  including
reasonable  attorneys'  fees,  incurred in connection  with the  performance  of
Escrowee's duties  hereunder,  except with respect to actions or omissions taken
or suffered by Escrowee in bad faith,  in willful  disregard of this contract or
involving gross negligence on the part of Escrowee.

     (c) Escrowee has  acknowledged  agreement to these provisions by signing in
the place indicated on the signature page of this contract.

Section 3. The Closing

     Section 3.01. Except as otherwise provided in this contract, the closing of
title pursuant to this contract  ("Closing")  shall take place on* the scheduled
date and time of closing specified in Schedule D (the actual date of the Closing
being herein  referred to as "Closing  Date") at the place specified in Schedule
D.

*or about

Section 4. Representations and Warranties of Seller

     Seller represents and warrants to Purchaser as follows:

     Section 4.01.  Unless  otherwise  provided in this contract,  Seller is the
sole owner of the Premises.

     Section 4.02. INTENTIONALLY OMITTED.

     Section 4.03.INTENTIONALLY OMITTED.

     Section 4.04. INTENTIONALLY OMITTED.

     Section 4.05. INTENTIONALLY OMITTED.

     Section 4.06. INTENTIONALLY OMITTED.

     Section 4.07. INTENTIONALLY OMITTED.

     Section 4.08. INTENTIONALLY OMITTED.

     Section 4.09. If a copy of a certificate  of occupancy for the Premises has
been exhibited to and initialed by Purchaser or its representative, such copy is
a true copy of the  original  and such  certificate  has not been  amended,  but
Seller makes no representation as to compliance with any such certificate.

     Section  4.10.  The assessed  valuation  and real estate taxes set forth in
Schedule D, if any,  are the  assessed  valuation  of the Premises and the taxes
paid or payable  with  respect  thereto  for the fiscal year  indicated  in such
schedule.  Except  as  otherwise  set  forth in  Schedule  D,  there  are no tax
abatements or exemptions affecting the Premises.

     Section 4.11.  INTENTIONALLY OMITTED.

     Section 4.12.  Seller has no actual knowledge that any incinerator,  boiler
or other  burning  equipment on the  Premises is being  operated in violation of
applicable law. If copies of a certificate or certificates of operation therefor
have been  exhibited to and initialed by Purchaser or its  representative,  such
copies are true copies of the originals.

     Section  4.13.  Except as otherwise  set forth in Schedule D, Seller has no
actual knowledge of any assessment payable in annual  installments,  or any part
thereof, which has become a lien on the Premises.

Section 5. Acknowledgments of Purchaser
         Purchaser acknowledges that:

     Section 5.01. Purchaser has inspected the Premises,  is fully familiar with
the  physical  condition  and  state of  repair  thereof,  and,  subject  to the
provisions of Section 7.01,  Section  8.01,  and Section 9.04,  shall accept the
Premises "as is" and in their  present  condition,  subject to  reasonable  use,
wear, tear and natural  deterioration  between now and the Closing Date, without
any reduction in the Purchase  Price for any change in such  condition by reason
thereof subsequent to the date of this contract.

     Section 5.02.  Before entering into this contract,  Purchaser has made such
examination of the Premises, the operation,  income and expenses thereof and all
other  matters  affecting or relating to this  transaction  as Purchaser  deemed
necessary. In entering into this contract, Purchaser has not been induced by and
has not relied  upon any  representations,  warranties  or  statements,  whether
express  or   implied,   made  by  Seller  or  any  agent,   employee  or  other
representative  of Seller or by any broker or any other person  representing  or
purporting  to  represent  Seller,  which  are not  expressly  set forth in this
contract, whether or not any such representations, warranties or statements were
made in writing or orally.

Section 6. Seller's Obligations as to Leases

     Section 6.01. INTENTIONALLY OMITTED.

     Section 6.02.  *Unless  otherwise  provided in a schedule  attached to this
contract,  between the date of this  contract and the Closing,  Seller shall not
permit  occupancy  of, or enter  into any new lease for,  space in the  Building
which is presently vacant or which may hereafter become vacant

*Provided Purchaser is not in breach of this Contract,

     Section 6.03. INTENTIONALLY OMITTED.

     Section 6.04.  Seller does not warrant that any particular Lease of Tenancy
will be in  force  or  effect  at the  Closing  or that the  tenants  will  have
performed their obligations thereunder.  The termination of any Lease or Tenancy
prior to the  Closing  by reason of the  tenant's  default  shall not affect the
obligations of Purchaser under this contract in any manner or entitle  Purchaser
to an abatement  of or credit  against the  Purchaser  Price or give rise to any
other claim on the part of Purchaser.

Section 7. Responsibility for Violations

     Section  7.01.  Except as provided in Section  7.02 and Section  7.03,  all
notes or notices of  violations  of law or  governmental  ordinances,  orders or
requirements which were noted or issued prior to the date of this closing by any
governmental  department,  agency or bureau having jurisdiction as to conditions
affecting the Premises and all liens which have  attached to the Premises  prior
to the Closing shall be removed or complied  with by Seller.  If such removal or
compliance  has not been  completed  prior to the  Closing,  Seller shall pay to
Purchaser  at the  Closing  the  reasonably  estimated  unpaid cost to effect or
complete such removal or compliance,  and Purchaser  shall be required to accept
title to the Premises subject thereto.

     Section  7.02.  If the  reasonably  estimated  aggregate  cost to remove or
comply with any violations or liens which Seller is required to remove or comply
with pursuant to the  provisions of Section 7.01 shall exceed the Maximum Amount
specified in Schedule D (or if none is so specified, the Maximum Amount shall be
one-half of one percent of the Purchase  Price),  Seller shall have the right to
cancel this  contract,  in which event the sole  liability of Seller shall be as
set forth in  Section  13.02,  unless  Purchaser  elects to accept  title to the
Premises subject to all such violations or liens, in which event Purchaser shall
be entitled to a credit of an amount  equal to the  Maximum  Amount  against the
monies payable at the Closing.

     Section 7.03. INTENTIONALLY OMITTED.

     Section 7.04. If required, Seller, upon written request by Purchaser, shall
promptly  furnish to  Purchaser  written  authorizations  to make any  necessary
searches for the purposes of determining  whether notes or notices of violations
have been noted or issued with  respect to the  Premises or liens have  attached
thereto.

Section 8. Destruction, Damage or Condemnation

     Section 8.01. The  provisions of Section 5-1311 of the General  Obligations
Law shall apply to the sale and purchase provided for in this contract.

Section 9. Covenants of Seller

Seller covenants that between the date of this contract and the Closing:

     Section 9.01. The Existing Mortgage(s) shall not be amended or supplemented
or prepaid in whole or in part.  Seller  shall pay or make,  as and when due and
payable,  all payments of principal and interest and all deposits required to be
paid or made under the Existing Mortgage(s).

     Section 9.02. INTENTIONALLY OMITTED.

     Section 9.03. INTENTIONALLY OMITTED.

     Section 9.04. No fixtures,  equipment or personal property included in this
sale shall be removed from the Premises unless the same are replaced with
similar items of at least equal quality prior to the Closing.

     Section 9.05. Seller shall not withdraw, settle or otherwise compromise any
protest or reduction proceeding affecting real estate taxes assessed against the
Premises  for any  fiscal  period  in  which  the  Closing  is to  occur  or any
subsequent  fiscal period without the prior written consent of Purchaser,  which
consent shall not be unreasonably withheld.  Real estate tax refunds and credits
received  after the Closing Date which are  attributable  to the fiscal tax year
during  which the Closing Date occurs shall be  apportioned  between  Seller and
Purchaser,  after deducting the expenses of collection thereof, which obligation
shall survive the Closing.

     Section 9.06.  Seller shall allow Purchaser or Purchaser's  representatives
access to the Premises,  the Leases and other documents required to be delivered
under this contract upon reasonable prior notice at reasonable times.

Section 10. Seller's Closing Obligations
At the Closing, Seller shall deliver the following to Purchaser:

     Section 10.01.  A statutory form of bargain and sale deed without  covenant
against  grantor's acts,  containing the covenant  required by Section 13 of the
Lien Law, and properly executed in proper form for recording so as to convey the
title required by this contract.

     Section 10.02. INTENTIONALLY OMITTED.

     Section 10.03. INTENTIONALLY OMITTED.

     Section 10.04. INTENTIONALLY OMITTED.

     Section 10.05. INTENTIONALLY OMITTED.

     Section 10.06. INTENTIONALLY OMITTED.

     Section 10.07. INTENTIONALLY OMITTED.

     Section 10.08. INTENTIONALLY OMITTED.

     Section 10.09. INTENTIONALLY OMITTED.

     Section 10.10.  To the extent they are then in Seller's  possession and not
posted at the Premises,  certificates,  licenses,  permits,  authorizations  and
approvals  issued  for or with  respect  to the  Premises  by  governmental  and
quasigovernmental authorities having jurisdiction.

     Section  10.11.   Such  affidavits  as  Purchaser's   title  company  shall
reasonably  require  in  order to omit  from  its  title  insurance  policy  all
exceptions  for  judgments,  bankruptcies  or other returns  against  persons or
entities whose names are the same as or similar to Seller's name.

     Section 10.12.  Checks to the order of the appropriate  officers in payment
of all  applicable  real property  transfer taxes and copies of any required tax
returns therefor executed by Seller, which checks shall be certified or official
bank checks if required by the taxing  authority,  unless  Seller elects to have
Purchaser pay any of such taxes and credit Purchaser with the amount thereof.

     Section 10.13. INTENTIONALLY OMITTED.

     Section 10.14. INTENTIONALLY OMITTED.

     Section 10.15. INTENTIONALLY OMITTED.

     Section 10.16. If Seller is a corporation and if required by Section 909 of
the  Business  Corporation  Law, a  resolution  of Seller's  board of  directors
authorizing the sale and delivery of the deed and a certificate  executed by the
secretary or assistant secretary of Seller certifying as to the adoption of such
resolution  and setting forth facts showing that the transfer  complies with the
requirements  of such law.  The deed  referred  to in Section  10.01  shall also
contain a recital sufficient to establish compliance with such law.

     Section 10.17. Possession of the Premises in the condition required by this
contract, and keys therefor.

     Section  10.18.  Any  other  documents  required  by  this  contract  to be
delivered by Seller.

Section 11. Purchaser's Closing Obligations
At the Closing, Purchaser shall:

     Section  11.01.  Deliver to Seller  checks in payment of the portion of the
Purchase  Price  payable at the Closing,  as adjusted for  apportionments  under
Section 12, plus the amount of escrow  deposits,  if any,  assigned  pursuant to
Section 10.08.

     Section 11.02. INTENTIONALLY OMITTED.

     Section 11.03. INTENTIONALLY OMITTED.

     Section  11.04.  Cause the deed to be recorded,  duly complete all required
real  property  transfer  tax returns  and cause all such  returns and checks in
payment of such taxes to be delivered to the appropriate officers promptly after
the Closing.

     Section 11.05.  Deliver any other documents required by this contract to be
delivered by Purchaser.

Section 12. Apportionments

     Section  12.01.  The  following  apportionments  shall be made  between the
parties  at the  Closing  as of the  close of  business  on the day prior to the
Closing Date:
     (a) INTENTIONALLY OMITTED;
     (b) INTENTIONALLY OMITTED;
     (c) real estate taxes,  water charges,  sewer rents and vault  charges,  if
any, on the basis of the fiscal period for which assessed,  except that if there
is a water meter on the Premises, apportionment at the Closing shall be based on
the last  available  reading,  subject to adjustment  after the Closing when the
next reading is available;
     (d) INTENTIONALLY OMITTED;
     (e) value of fuel  stored on the  Premises,  at the price  then  charged by
Seller's supplier, including any taxes;
     (f) INTENTIONALLY OMITTED;
     (g) INTENTIONALLY OMITTED;
     (h) INTENTIONALLY OMITTED;
     (i) INTENTIONALLY OMITTED;
     (j) INTENTIONALLY OMITTED; and
     (k) any other items listed in Schedule D.

     If  the  Closing  shall  occur  before  a  new  tax  rate  is  fixed,   the
apportionment  of taxes at the  Closing  shall be upon the  basis of the old tax
rate for the preceding  period applied to latest  assessed  valuation.  Promptly
after the new tax rate is fixed, the apportionment of taxes shall be recomputed.
Any discrepancy resulting from such recomputation and any errors or omissions in
computing   apportionments  at  Closing  shall  be  promptly  corrected,   which
obligations shall survive the Closing.

     Section 12.02. INTENTIONALLY OMITTED.

     Section 12.03. INTENTIONALLY OMITTED.

Section l3.  Objections to Title,  Failure of Seller or Purchaser to Perform and
Vendee's Lien

     Section 13.01.  Purchaser  shall promptly order an examination of title and
shall cause a copy of the title report to be forwarded to Seller's attorney upon
receipt. Seller shall be entitled to a reasonable adjournment or adjournments of
the  Closing  for up to 60 days or  until  the  expiration  date of any  written
commitment of Purchaser's  Institutional  Lender delivered to Purchaser prior to
the scheduled date of Closing,  whichever occurs first, to remove any defects in
or  objections  to title  noted in such title  report  and any other  defects or
objections which may be disclosed on or prior to the Closing Date.

     Section 13.02. If Seller shall be unable to convey title to the Premises at
the Closing in accordance  with the  provisions of this contract or if Purchaser
shall have any other grounds under this contract for refusing to consummate  the
purchase provided for herein, Purchaser,  nevertheless, may elect to accept such
title as Seller may be able to convey with a credit  against the monies  payable
at the Closing equal to the  reasonably  estimated  cost to cure the same (up to
the Maximum Expense described below),  but without any other credit or liability
on the part of Seller. If Purchaser shall not so elect,  Purchaser may terminate
this  contract  and the sole  liability  of Seller  shall be to refund  the Down
payment  to  Purchaser  and to  reimburse  Purchaser  for the net  cost of title
examination,  but not to exceed the net  amount  charged  by  Purchaser's  title
company therefor without issuance of a policy,  and the net cost of updating the
existing  survey of the Premises or the net cost of a new survey of the Premises
if there was no existing  survey or the existing survey was not capable of being
updated and a new survey was required by Purchaser's Institutional Lender. *Upon
such  refund and  reimbursement,  this  contract  shall be null and void and the
parties hereto shall be relieved of all further  obligations and liability other
than any arising  under  Section 14.  Seller  shall not be required to bring any
action or  proceeding  or to incur any expense in excess of the Maximum  Expense
specified in Schedule D (or if none is so specified,  the Maximum  Expense shall
be one-half of one percent of the Purchase Price) to cure any title defect or to
enable Seller otherwise to comply with the provisions of this contract,  but the
foregoing  shall not permit  Seller to refuse to pay off at the Closing,  to the
extent of the monies  payable at the Closing,  mortgages on the Premises,  other
than  Existing  Mortgages,  of  which  Seller  has  actual  knowledge.  *and the
non-refundable  fees  and  costs  of the  instructional  lender  up to  but  not
exceeding $15,000.00.

     Section 13.03 Any unpaid taxes, assessments, water charges and sewer rents,
together  with the  interest and  penalties  thereon to a date not less than two
days  following the Closing  Date,  and any other liens and  encumbrances  which
Seller is  obligated  to pay and  discharge  or which are against  corporations,
estates  or other  persons  in the  chain of  title,  together  with the cost of
recording  or filing  any  instruments  necessary  to  discharge  such liens and
encumbrances of record, may be paid out of the proceeds of the monies payable at
the Closing if Seller  delivers to Purchaser on the Closing Date official  bills
for such taxes, assessments,  water charges, sewer rents, interest and penalties
and  instruments in recordable  form sufficient to discharge any other liens and
encumbrances of record.  Upon request made a reasonable time before the Closing,
Purchaser shall provide at the Closing separate checks for the foregoing payable
to the order of the holder of any such lien, charge or encumbrance and otherwise
complying with Section 2.02. If Purchaser's  title insurance  company is willing
to insure both Purchaser and Purchaser's Institutional Lender, if any, that such
charges, liens and encumbrances will not be collected out of or enforced against
the Premises,  then, unless Purchaser's  Institutional Lender reasonably refuses
to accept such insurance in lieu of actual  payment and discharge,  Seller shall
have the  right in lieu of  payment  and  discharge  to  deposit  with the title
insurance  company such funds or assurances or to pay such special or additional
premiums as the title  insurance  company may require in order to so insure.  In
such case the charges,  liens and  encumbrances  with respect to which the title
insurance company has agreed so to insure shall not be considered  objections to
title.

     Section 13.04. If Purchaser shall materially  default in the performance of
its obligation under this contract to purchase the Premises,  the sole remedy of
Seller shall be to retain the  Downpayment  as liquidated  damages for all loss,
damage and expense suffered by Seller,  including without limitation the loss of
its bargain.

     Section  13.05.  Purchaser  shall have a vendee's lien against the Premises
for the  amount of the  Downpayment,  but such lien  shall  not  continue  after
default by Purchaser under this contract.

Section 14. Broker

     Section 14.01. If a broker is specified in Schedule D, Seller and Purchaser
mutually  represent  and  warrant  that such broker is the only broker with whom
they have dealt in  connection  with this  contract and that neither  Seller nor
Purchaser  knows of any other  broker  who has  claimed or may have the right to
claim a  commission  in  connection  with  this  transaction,  unless  otherwise
indicated in Schedule D. The commission of such broker shall be paid pursuant to
separate  agreement  by the  party  specified  in  Schedule  D. If no  broker is
specified in Schedule D, the parties  acknowledge that this contract was brought
about by direct negotiation between Seller and Purchaser and that neither Seller
nor Purchaser  knows of any broker  entitled to a commission in connection  with
this transaction.  Unless otherwise provided in Schedule D, Seller and Purchaser
shall  indemnify  and defend each other  against any costs,  claims or expenses,
including  attorneys' fees,  arising out of the breach on their respective parts
of any  representations,  warranties or agreements  contained in this paragraph.
The  representations  and  obligations  under this  paragraph  shall survive the
Closing or, if the Closing does not occur, the termination of this contract.


Section 15. Notices

     Section  15.01.  All notices  under this  contract  shall be in writing and
shall  be  delivered  personally  or shall be sent  by*  prepaid  registered  or
certified mail,  addressed as set forth in Schedule D, or as Seller or Purchaser
shall otherwise have given notice as herein provided.  *email,  fax or overnight
delivery service

Section 16. Limitations on Survival of  Representations,  Warranties,  Covenants
and other Obligations

     Section  16.01.   Except  as  otherwise  provided  in  this  contract,   no
representations,  warranties, covenants or other obligations of Seller set forth
in this contract shall survive the Closing,  and no action base thereon shall be
commenced  after the Closing.  The  representations,  warranties,  covenants and
other obligations of Seller set forth in Section 4.03,  Section 6.01 and Section
6.02 shall survive  until the  Limitation  Date  specified in Scheduled D (or if
none is so specified,  the Limitation Date shall be the date which is six months
after the Closing  Date),  and no action based thereon shall be commenced  after
the Limitation Date.

     Section  16.02  The  delivery  of the deed by  Seller,  and the  acceptance
thereof by  Purchaser,  shall be deemed the full  performance  and  discharge of
every obligation on the part of Seller to be performed  hereunder,  except those
obligations of Seller which are expressly stated in this contract to survive the
Closing.

Section 17. Miscellaneous Provisions

     Section 17.01.  If consent of the Existing  Mortgagee(s)  is required under
Section  2.03(b),  Purchaser  shall  not  assign  this  contract  or its  rights
hereunder without the prior written consent of Seller.  No permitted  assignment
of  Purchaser's  rights under this contract  shall be effective  against  Seller
unless and until an executed  counterpart of the instrument of assignment  shall
have been delivered to Seller and Seller shall have been furnished with the name
and address of the assignee. The term "Purchaser" shall be deemed to include the
assignee under any such effective assignment.

     Section  17.02.   This  contract   embodies  and   constitutes  the  entire
understanding  between the parties with respect to the transaction  contemplated
herein and all prior agreements, understandings, representations and statements,
oral or written,  are merged into this  contract.  Neither this contract nor any
provision  hereof may be waived,  modified,  amended,  discharged  or terminated
except by an instrument signed by the party against whom the enforcement of such
waiver,  modification,  amendment,  discharge or termination is sought, and then
only to the extent set forth in such instrument.

     Section  17.03.  This  contract  shall be  governed  by, and  construed  in
accordance with, the law of the State of New York.

     Section 17.04.  The captions in this contract are inserted for  convenience
of reference only and in no way define, describe or limit the scope or intent of
this contract or any of the provisions hereof.

     Section  17.05.  This contract shall be binding upon and shall inure to the
benefit of the  parties  hereto and their  respective  heirs or  successors  and
permitted assigns.

     Section  17.06.  This  contract  shall not be  binding or  effective  until
properly executed and delivered by Seller and Purchaser.

     Section 17.07.  As used in this contract,  the masculine  shall include the
feminine and neuter,  the singular shall include the plural and the plural shall
include the singular, as the context may require.

     Section 17.08.  If the provisions of any schedule or rider to this contract
are  inconsistent  with the provisions of this contract,  the provisions of such
schedule  or rider shall  prevail.  Set forth in Schedule D is a list of any and
all schedules  and riders which are attached  hereto but which are not listed in
the Table of Contents.


<PAGE>





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

                           SELLER(S):                                BUYER(S):
HPG REALTY CO., LLC                        CVD Equipment Corporation

By:-----------------------------           By:--------------------------------
   Helene A. Giarraputo, Member               Glen Charles, CFO


--------------------------------           -----------------------------------




Receipt by Escrowee:
The undersigned Escrowee hereby acknowledges receipt of, by check subject to
collection, to be held in escrow pursuant to Section 2.05.


-----------------------------------------------
Thomas P. Solferino, Esq.
Solferino & Solferino, L.L.P.


[SCHEDULES AND EXHIBITS INTENTIONALLY OMITTED.]

<PAGE>
                  RIDER TO AND FORMING PART OF CONTRACT OF SALE

Seller:             HPG Realty Co., LLC
Purchaser:          CVD Equipment Corporation
Premises:           979 Marconi Avenue, Ronkonkoma, NY 11779
Date:               December   , 2007
-------------------------------------------------------------------------------

18. This Rider shall form a part of and modify the terms of the  Contract  dated
even date herewith by and between the parties and covering the Premises as above
described.  If there is any  conflict  between  the terms of this  Rider and the
terms of the printed  form  Contract the terms of this Rider shall govern and be
controlling.  However,  whenever  possible,  the  terms of this  Rider  shall be
construed to supplement and not override the terms of the printed form Contract.
All defined  terms  herein,  signified  by the initial  capitalization  thereof~
unless specifically  defined herein, shall have the same meaning as contained in
the printed form portion of the Contract.

19. This Contract and the Purchaser's  obligations  hereunder are not subject to
the Purchaser's  ability to obtain  mortgage loan  financing.  The Purchaser has
represented  to Seller that it has the funds on hand  necessary  to complete the
transaction  contemplated by this Contract,  including without  limitation,  the
balance of the Purchase  Price and all closing costs  normally  associated  with
similar transactions,  and such representation was material inducement to Seller
entering into this Contract.

20. Seller  represents  that the plumbing,  HVAC,  and electric  systems and all
equipment,  if any,  attached to and used in  connection  with the  Premises and
included in the sale shall be in working order,  and the roof free of leaks,  on
the day of Closing.  There are no leases or rights of occupancy in effect at the
Premises  (other than the Lease,  as hereinafter  defined) and the Seller is the
sole occupant of the Premises.  The Premises shall be delivered vacant and broom
clean on the day of Closing.  At or prior to Closing the Seller shall deliver to
Purchaser a true,  accurate and complete  copy of the  certificate  of occupancy
and/or  certificates  of  completion/compliance  for the  Premises  covering all
structures on the Premises as they currently exist. The representations  made by
Seller in this paragraph shall not survive Closing and the delivery of the deed.

21.  In the event  that the  Seller is  required  to obtain a new  survey of the
Premises in  connection  with the  issuance of any  certificate  of occupancy or
certificate  of  completion  as required by this  Contract,  then the  Purchaser
agrees to pay the cost of said survey, at the time of completion thereof.

22.  Notwithstanding  any  provision  of  this  Contract  to the  contrary,  the
Purchaser  acknowledges  and  represents  that  Purchaser  is fully aware of the
physical condition and state of repair of the Premises and of all other property
included in this sale,  based on Purchaser's  own  inspection and  investigation
thereof,  and that  Purchaser is entering into this  Contract  based solely upon
such inspection and investigation and not upon any information, data, statements
or  representations,  written or oral,  as to the physical  condition,  state of
repair,  use,  cost of operation or any other matter  related to the Premises or
the  other  property  included  in the  sale,  given  or made by  Seller  or its
representatives,  and shall accept the same "as is" in their  present  condition
and  state of  repair,  subject  to  reasonable  use,  wear,  tear  and  natural
deterioration  between  the date  hereof and the date of  Closing,  without  any
reduction  in the  purchase  price or claim of any kind for any  change  in such
condition by reason thereof  subsequent to the date of this  contract.  There is
and shall be no obligation on the part of the Seller to alter, restore or repair
the  Premises  in  any  manner,   whatsoever.   Purchaser  and  its   authorized
representative  shall have the right,  at reasonable  times and upon  reasonable
notice (by  telephone or otherwise)  to Seller,  to inspect the Premises  before
Closing.  Seller makes no representation as to the existence or condition of any
personal property or fixtures on the Premises.

23. Purchaser's  obligations under this Contract are contingent upon Purchaser's
completion and review of an environmental audit of the Premises,  as hereinafter
provided.  The  Purchaser  shall  have  the  right  to  perform  or  cause to be
performed,  at Purchaser's sole cost and expense, a Phase I environmental  audit
("Phase I") of the Premises by any of the environmental  engineers on North Fork
Bank's list of approved environmental engineers, a copy of which list is annexed
hereto as Exhibit A and made a part hereof as though  fully set forth  herein at
length   (hereinafter  the   "Environmental   Consultant").   The  Environmental
Consultant  will certify a new Phase I report to the  Purchaser.  Such audit and
examination  shall be  performed,  and the results  thereof  (including  without
limitation,  any report made in  connection  therewith)  delivered to the Seller
promptly following receipt by Purchaser,  but in no event later than thirty (30)
days after a fully executed  Contract is delivered to the Purchaser's  attorney.
If the Phase I report is not timely  delivered  to the Seller any  objection  to
Closing the Purchaser might have raised by reason of the Phase I shall be waived
and null and void, and Purchaser's  obligations  pursuant to this Contract shall
be non-contingent and absolute as if this paragraph no. 23 had not been included
in this Contract.  If the Phase I report indicates that a Phase II environmental
audit is necessary,  the Phase II audit shall be performed by the  Environmental
Consultant  and the cost and  expense  thereof  shall be shared  equally  by the
Seller and the Purchaser,  and may be ordered by either party.  In the event the
Phase II report  indicates the presence or release of any  Hazardous  Substances
(as hereinafter  defined),  and/or recommends  remedial action, the Seller shall
have the option to:  (i) remove  such  Hazardous  Substances  and  perform  such
remedial  action (at  Seller's  sole cost and  expense)  or;  (ii)  cancel  this
Contract and return the  Downpayment to the Purchaser,  upon the return of which
neither party shall have any further  right or  obligation as to the other.  The
Seller  agrees  to  cooperate  with the  Environmental  Consultant  and make the
Premises available for inspection. The Purchaser agrees that the audits shall be
performed in the least intrusive and disruptive manner possible,  and to restore
the Premises to the condition existing  immediately prior to the commencement of
the audits. Further,  Purchaser agrees to indemnify and hold the Seller harmless
from and against any and all loss,  including without limitation,  any damage to
the Premises or any personal  property located thereat caused by the performance
of the  environmental  audits and the acts or omissions of the  Purchaser or the
Environmental  Consultant or other third party engaged,  directly or indirectly,
by the  Purchaser  to  perform or in any way  assist in the  performance  of the
environmental  audits.  The  Downpayment  shall  be held to  secure  Purchaser's
obligations and  indemnification  as provided in this paragraph.  In the event a
Phase II is required  and/or the Seller chooses to exercise its rights under (i)
above,  the Closing date shall be adjourned for a reasonable  period of time for
the  performance  of the Phase II and/or to afford  Seller  the  opportunity  to
perform the remedial action,  however,  in no event shall the Closing be delayed
beyond  ninety (90) days without the written  consent of the  Purchaser.  If the
Phase II and/or  remedial  action is not  performed  within said ninety (90) day
period and is not extended in writing by the Purchaser, the Purchaser shall have
the right to cancel the  Contract and receive a refund of the  Downpayment.  The
term  "Hazardous  Substance"  as  used  herein  shall  include:  any  "Hazardous
Substance",  "Pollutant"  or  "Contaminant"  as  defined  in  the  Comprehensive
Environmental  Response,  Compensation  and Liability Act as amended,  42 U.S.C.
ss.~  9601  et ~ or the  regulations,  promulgated  thereunder  ("CERCLA");  any
Hazardous  Waste as the term is defined in  applicable  state or local law;  any
substance  containing  petroleum,  as the term is defined in  ss.9001(8)  of the
Resource Conservation and Recovery Act, as amended, 42 U. S. C. ss.6991(8) or in
40 C.F.R.  280.1; or any other substance for which any governmental  entity with
jurisdiction  over the Premises  requires  special  handling in its  generation,
handling, use, collection,  storage,  treatment, or disposal. The term "release"
as used herein shall have the meaning given it in CERCLA.  If the Phase I report
does not  recommend  further  action in the form of a Phase II audit,  or if the
Seller  completes  remediation  as  recommended  by a Phase  II  report,  all of
Seller's obligations pursuant to this paragraph no. 23 shall have been fulfilled
and Purchaser shall be required to proceed to Closing as otherwise  obligated by
the terms of this Contract. Seller makes no representation or warranty as to the
results of any environmental audit, including,  without limitation,  the Phase I
or Phase II reports, or as to the presence or release of Hazardous Substances at
the Premises either before or after the performance by Seller of any remediation
recommended by the Environmental Consultant.

24.  The  parties  acknowledge  that  the  Seller  is not the fee  owner  of the
Premises,  and  that the  actual  fee  owner  is the  Town of  Islip  Industrial
Development  Agency (the "Islip  IDA").  The Seller  occupies the  Premises,  as
lessee,  under a lease with the Islip IDA,  as lessor,  dated as of  February 1,
2004 (the "Lease").  A copy of the Lease is annexed hereto as Exhibit B and made
a part hereof as though fully set forth herein at length. Together with and upon
the making of the Lease,  the Seller,  the Islip IDA and  Tn-Start  Electronics,
Inc.  ("Tn-Start") entered into a  Payment-in-Lieu-of  Tax Agreement dated as of
February  1, 2004 (the  "PILOT  Agreement").  A copy of the PILOT  Agreement  is
annexed  hereto as  Exhibit C and made a part  hereof as though  fully set forth
herein at length. Pursuant to the terms of the Lease and the PILOT Agreement the
Seller would be permitted to occupy or sublease the Premises to Tn-Start  during
the   terms   of   the    Lease   and    benefit    from   and    schedule    of
payments-in-lieu-of-taxes  that were  lower  than the taxes that would have been
due in the  event of full  assessment  and  payment  of all real  estate  taxes.
Whenever  this  Contract  refer to the  transfer of fee title to the Premises it
shall mean and refer to the transfer, assignment and/or assumption of all of the
Seller's right,  title and interest in and to the Premises pursuant to the Lease
by Seller to Purchaser.  The parties  acknowledge  that the  continuation of the
Lease  and  the  PILOT  Agreement  are  important  to the  Purchaser  and  are a
significant  inducement to Purchaser  entering into this Contract.  Accordingly,
this  Contract  shall be subject to the Islip IDA's  approval of the  assumption
and/or  assignment of the Lease and the PILOT Agreement by the Purchaser and the
continuation  of  the   payments-in-lieu-of-taxes   as  provided  in  the  PILOT
Agreement,  and the  release  of  Seller  and any  personal  obligations  of the
Principals of Seller under the Lease and the PILOT  Agreement.  Purchaser agrees
to make prompt application to the Islip IDA for the assumption and/or assignment
of the Lease and PILOT Agreement,  and to diligently pursue same, in good faith,
and to timely comply with any and all reasonable  requests of the Islip IDA made
in connection  therewith,  at Purchaser's sole cost and expense.  The assumption
and/or  assignment of the Lease and PILOT  Agreement  shall be free and clear of
any and all  encumbrances  except for the Permitted  Encumbrances as provided in
Schedule B, shall be clear and marketable as otherwise provided in this Contract
when referring to the quality of fee title,  and must be acceptable to the title
company  designated  in Schedule D(l) so that it is willing to insure same under
its standard policy of title insurance  without unusual  endorsement or premium.
If upon and after a timely,  diligent  and good  faith  application  made by the
Purchaser the Islip IDA does not approve the assignment and/or assumption of the
Lease and PILOT  Agreement by the  Purchaser,  including a release of the Seller
and any and all personal  obligations  of the  principals of the Seller,  either
party may cancel this Contract, and upon written notice of which and a return of
the Downpayment  made  hereunder,  this Contract shall be cancelled and null and
void, and neither party shall have any further right or remedy as to the other.

25.  Notwithstanding  any  provision  of  this  Contract  to the  contrary,  the
Purchaser  shall  have  the  option  to  request  that  the  existing  mortgages
encumbering the Premises be assigned to Purchaser's lender rather than satisfied
of record,  provided such assignment  shall also include a release of the Seller
and any  and all  personal  obligations  of the  principals  of the  Seller.  If
Purchaser  elects to have the  existing  mortgage(s)  assigned  Purchaser  shall
notify  Seller's  attorney at least  twenty  (20) days prior to Closing.  Seller
shall  cooperate with any reasonable  request to complete such  assignment.  The
Purchaser  shall  pay at the time of  Closing  any and all cost and  expense  of
completing  the  assignment  of  mortgage(s),   including,  without  limitation,
reasonable attorneys fees.

26. Annexed hereto as Exhibit D and made a part hereof is a list of the personal
property included in the sale.

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

                                 HPG Realty Co, LLC

                                 By:--------------------------------
                                    Helene A. Giarraputo, Member   Seller


      CVD Equipment Corporation  By:--------------------------------
                                    Glen Charles, CFO              Purchaser