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                                                                   Exhibit 10.11

                           PURCHASE AND SALE AGREEMENT

                                     BETWEEN

                        PREFCO FIVE LIMITED PARTNERSHIP,

                        A CONNECTICUT LIMITED PARTNERSHIP

                                   ("PREFCO")

                                       AND

                     AMERICAN FINANCIAL RESOURCE GROUP, LLC

                      A DELAWARE LIMITED LIABILITY COMPANY

                                 ("PURCHASER"),

                             PREFCO V HOLDINGS LLC,

                     A CONNECTICUT LIMITED LIABILITY COMPANY

                              ("GENERAL PARTNER"),

               AND PITNEY BOWES REAL ESTATE FINANCING CORPORATION,

                             A DELAWARE CORPORATION

                               ("LIMITED PARTNER")

                               February ___, 2002

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                           PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of the ____
day of February, 2002 between PREFCO FIVE LIMITED PARTNERSHIP, a Connecticut
limited partnership (successor in interest to PREFCO V Limited Partnership,
"Prefco"), AMERICAN FINANCIAL RESOURCE GROUP, LLC, a Delaware limited liability
company (together with any of its assignees, "Purchaser"), and PREFCO V HOLDINGS
LLC, a Connecticut limited liability company (the "General Partner") and PITNEY
BOWES REAL ESTATE FINANCING CORPORATION, a Delaware corporation (the "Limited
Partner", and, together with the General Partner, the "Partners").

                              Preliminary Statement

     WHEREAS, Prefco is the owner (i) of an estate for years (the "Estate for
Years") expiring on August 31, 2010 (the "Estate for Years Expiration Date") in
those certain parcels of land more particularly described in Exhibits A-1
through A-85 annexed hereto and made a part hereof (the "Land"), and (ii) in fee
of (a) all buildings, improvements and structures now or hereafter located on
the Land (the "Improvements") and (b) certain equipment and fixtures attached
thereto (the Estate for Years, Option Rights (defined below), Improvements,
equipment, and fixtures are hereinafter collectively referred to as the
"Property"); and

     WHEREAS, Carolina-Relco Limited Partnership, a Connecticut limited
partnership ("Remainderman"), is the fee owner of the Land, subject to the
Estate for Years; and

     WHEREAS, the Property is subject to the terms and conditions of that
certain lease (the "Lease") between Prefco, as landlord, and First Union
Corporation and First Union National Bank, successor in interest by merger or
otherwise, as tenant ("Lessee"), as more fully described in Exhibit B annexed
hereto and made a part hereof; and

     WHEREAS, the Land and the Property are encumbered by that certain mortgage
described in Exhibit C annexed hereto and made a part hereof (which mortgage,
together with the promissory notes secured thereby and any related loan
documents, are together called the "Mortgage"); and

     WHEREAS, Prefco, Remainderman and Lessee are parties to that certain
agreement (the "Tripartite Agreement") dated as of July 31, 1990 setting forth
the understanding among the parties with respect to certain rights of the lessee
under the Lease relating to the purchase of the Property and the Land and
certain other matters; and

     WHEREAS, Prefco desires to convey all of its right, title and interest in
and to the Property, and Purchaser desires to purchase all of Prefco's interest
in the Property; and

     WHEREAS, the Purchaser and PREFCO may, at the option of either party,
structure the transaction contemplated hereby as a purchase and sale of all of
the partnership interests in Prefco (the "Partnership Interests"), in which
event each Partner would convey all of its right, title and interest in and to
the Partnership Interests held by it to Purchaser.

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     NOW, THEREFORE, for and in consideration of the premises and the mutual
representations, warranties and covenants contained herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Prefco, Partners and Purchaser hereby agree as follows:

     1. Purchase and Sale of the Property. On the Closing Date and subject to
the terms and conditions of this Agreement, Prefco shall sell, assign and
convey, and Purchaser or its assignee shall purchase, the Property on the terms
and conditions provided in this Agreement.

     2. Closing Documents. On the Closing Date and subject to the terms and
conditions of this Agreement, Prefco, Partners and Purchaser shall enter into
the Closing Documents to which they are a party.

     3. Purchase Price. Purchaser shall pay, and Prefco shall accept, as the
purchase price (the "Purchase Price") for the Property, in addition to
Purchaser's acquiring the Property subject to the Mortgage (or Purchaser
prepaying all or any part of the loan as evidenced by those certain Series A
9.70% Secured Note Due 2000, Series B 9.91% Secured Note Due 2004, Series C
10.01% Secured Note Due 2007, Series D 10.01% Secured Note Due 2010, Series E
10.42% Secured Note Due 2010, Series F 10.55% Secured Note due 2010 (the
"Notes"), which Notes are secured by the Mortgage, as more fully set forth
below), the amount of Fifty Two Million One Hundred Thousand and 00/100 Dollars
($52,100,000.00), as increased or decreased pursuant to the provisions of
Sections 7 and 13 hereof, which Purchase Price shall be paid by Purchaser as
follows:

        (i)   simultaneously with the execution of this Agreement, Purchaser
shall deposit with the Title Company (as defined is Section 7 (ii) hereof), as
escrow agent (the "Escrow Agent"), the sum of Two Hundred Fifty Thousand and
00/100 Dollars ($250,000.00) (together with any interest earned thereon, the
"Deposit");

        (ii)  simultaneously with Purchaser's satisfaction or waiver of the
conditions precedent set forth in Section 7 hereof, Purchaser shall deposit with
Escrow Agent the sum of Two Hundred Fifty Thousand and 00/100 Dollars
($250,000.00), which amount will be added to and become part of the Deposit; and

        (iii) At Closing, Purchaser shall pay or shall cause the Escrow Agent
to pay to Prefco (or its designees) the Deposit ($500,000.00 plus accrued
interest thereon) plus the balance of the Purchase Price in the amount of Fifty
One Million Six Hundred Thousand and 00/100 Dollars ($51,600,000.00)(as
increased or decreased pursuant to the provisions of Sections 7 and 13 hereof)
in immediately available funds by wire transfer to accounts designated by
Prefco. Purchaser acknowledges that the Property is subject to the Mortgage and
that the Purchase Price shall not be diminished or otherwise reduced by reason
thereof, including, without limitation, reductions by reason of the pay off of
all or any part of the existing financing, prepayment penalties, or otherwise
(whether Purchaser elects to prepay all or any part of the loan as evidenced by
the Notes and secured by the Mortgage).

     4. Deposit; Escrow Terms. The Deposit shall be deposited by Escrow Agent in
an interest bearing account and the interest shall be payable to whichever party
is entitled to

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receive the Deposit. The parties acknowledge that Escrow Agent is holding the
Deposit and interest thereon solely as a stakeholder at their request and for
their convenience, that Escrow Agent shall not be deemed to be the agent of
either party in carrying out its role as Escrow Agent hereunder, and that Escrow
Agent shall not be liable to either party for any act or omission on its part
unless taken or suffered in bad faith or in willful disregard of this Agreement
or involving its gross negligence. Prefco and Purchaser shall jointly and
severally indemnify and hold Escrow Agent harmless from and against any and all
claims, liabilities and expenses (including reasonable attorneys' fees and
disbursements and court costs) which Escrow Agent may incur in connection with
any dispute over the distribution of the Deposit, except with respect to actions
or omissions taken or suffered by Escrow Agent in bad faith or in willful
disregard of this Agreement or involving Escrow Agent's gross negligence. Escrow
Agent may act or not act in its role as escrow agent hereunder in full reliance
upon and with the advice of counsel which it may select and shall be fully
protected in so acting or not acting. Escrow Agent has acknowledged its
agreement to act as escrow agent in accordance with this Agreement by signing in
the place indicated on the signature page of this Agreement. Escrow Agent may at
any time discharge its duties hereunder by depositing the Deposit with a court
of competent jurisdiction. If the Closing occurs, the Deposit shall be applied
toward the Purchase Price and paid to Prefco or the Partners, as applicable. If
the Closing does not occur for any reason other than a Purchaser's default, then
the Deposit shall be returned to Purchaser.

        5. "As-Is". Purchaser accepts the Property "AS-IS," "WHERE IS," with
all faults and defects as of the date hereof and the Closing Date. Purchaser
represents that it is relying solely upon its inspection of the Property, if
any, for all purposes whatsoever including, without limitation, the
determination of the character, size (including quantity of acreage), condition
(whether environmental or otherwise), accessibility, compliance with applicable
laws, state of repair and title and zoning, except as expressly set forth in
this Agreement. Purchaser acknowledges that there have been no representations,
warranties, guaranties, statements or information of any kind, express or
implied (including, but not limited to, implied warranties of merchantability
and fitness for a particular purpose), made or furnished to Purchaser by Prefco
or any of its employees or agents, except as expressly set forth in this
Agreement. This Section 5 shall survive the termination of this Agreement or the
Closing.

        6. Environmental. Prefco makes no representations or warranties to
Purchaser that the Property is now or will be through the Closing Date in
compliance with applicable federal, state, regional, county or local laws,
statutes, rules, regulations or ordinances, concerning environmental matters or
the environment. Without limitation and in furtherance of the foregoing, it is
expressly agreed between Purchaser and Prefco that the Land and Improvements are
being transferred to and accepted by Purchaser pursuant to this Agreement in
their present, strict "AS IS, WHERE IS" environmental condition as of the
Closing Date and with all environmental faults, including without limitation any
environmental defects involving hazardous materials in, on, under or emanating
from the Land or Improvements, whether latent or patent, disclosed or
undisclosed, asserted or unasserted, known or unknown. Purchaser is not relying
on any environmental representation or environmental warranties of any kind
whatsoever, express or implied, from Prefco as to any matter concerning the
environmental condition or environmental quality (surface or subsurface) of the
Land and Improvements and hereby expressly and unconditionally waives and
releases any and all implied warranties relevant to the

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environmental condition and/or environmental quality of the same. Nothing set
forth in any other section of this Agreement shall be interpreted or construed
to be a representation or warranty relating to compliance with environmental,
health and safety matters. This Section 6 shall survive the termination of this
Agreement or the Closing.

        7.  Approvals and Conditions; Indemnity.

        (a) The obligations of Prefco and Purchaser under this Agreement shall
be subject to and contingent upon timely satisfaction of the following
conditions, which conditions, if not satisfied or waived as hereinafter
provided, shall entitle Prefco or Purchaser, as the case may be, to terminate
this Agreement in accordance with (and within the time periods set forth in)
this Section 7:

        (i) Review of Documentation Relating to the Property; Physical
            Inspection of the Land and Improvements. Prefco has heretofore
            provided Purchaser with copies of all documentation concerning
            the Property which is in Prefco's possession or control,
            including without limitation, any existing title policies
            covering Prefco's interest in the Land and Improvements, the
            Lease, the Mortgage, the Tripartite Agreement and that certain
            Option Agreement dated as of July 31, 1990 between Investment
            Partners Leasing Corporation and Prefco (the "Option Agreement").
            In addition, Prefco covenants and agrees to send Lessee the
            letter in the form attached hereto as Exhibit G, and to use
            commercially reasonable efforts in obtaining the materials
            requested therein; provided, however, that such commercially
            reasonable efforts shall not be construed to require Prefco to
            threaten or initiate litigation, grant any concession or pay any
            consideration. Prefco shall continue to cooperate with Purchaser
            in providing information and documents to assist in Purchaser's
            investigation of the Property. Purchaser may, at Purchaser's sole
            risk and expense, undertake such physical inspection of the Land
            and Improvements as Purchaser deems necessary or appropriate
            subject to the rights of Lessee under the Lease.

            Notwithstanding any other provisions contained in this Agreement
            to the contrary, Purchaser understands and agrees that any
            on-site inspections of the Property shall be conducted in
            accordance with the provisions of the Lease. Purchaser agrees to
            indemnify against and hold Prefco harmless from any claims by
            third parties for liabilities, costs, expenses (including
            reasonable attorney's fees), damages or injuries arising out of
            or resulting from the inspection by Purchaser or its agents, and
            notwithstanding anything to the contrary in this Agreement, such
            obligation to indemnify and hold Prefco harmless shall survive
            Closing or any termination of this Agreement. All on-site
            inspections shall occur at any reasonable time during normal
            business hours, upon the giving of reasonable notice, if the
            inspecting parties take precautions not to unreasonably
            inconvenience Tenant or any persons occupying the Property in
            accordance with the Lease, and are accompanied by an employee or
            other representative of

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               Tenant at all times during such entry or inspection.
               Notwithstanding anything contained in the foregoing to the
               contrary, Purchaser understands and agrees that it may be
               excluded from inspecting areas of the Property designated as
               security areas by Tenant, including, without limitation, vaults,
               modular vaults and automatic teller machines. Without limitation
               of the foregoing, Prefco agrees to afford Purchaser and a
               reasonable number of its authorized agents, at reasonable, the
               right to communicate with Lessee, any subtenants of Lessee (with
               the permission of Lessee), and Remainderman, provided that Prefco
               shall be entitled to have a representative present, whether in
               person or by telephone, as the case may be, during any such
               communications between Purchaser and such parties.

               Upon the termination of this Agreement in accordance with its
               terms, Purchaser shall keep confidential all such information and
               if requested by Prefco, shall furnish to Prefco copies of the
               written reports, summaries, analyses or results of all such
               inspections, which Prefco may use or may disclose to any
               potential purchaser of the Property. Purchaser shall pay in full,
               prior to delinquency, all bills and invoices for labor and
               material of any kind arising from the inspection of the Land and
               Improvements. If there is any damage to or disturbance of any
               portion of the Land and Improvements in connection with any
               inspection thereof, Purchaser shall restore such portion of the
               Land and Improvements as nearly as practicable to its original
               condition prior to such damage or disturbance including, without
               limitation, damage to landscaping or trees.

               Purchaser shall have sixty (60) days from the date hereof (the
               "Inspection Period") within which it may, at its sole cost and
               expense, review the documentation (including, without limitation,
               the Option Agreement, Lease and Tripartite Agreement) and the
               physical and environmental condition of the Land and
               Improvements. Purchaser shall have until the end of the
               Inspection Period to disapprove of the documentation and/or the
               physical and environmental condition of the Land and Improvements
               and to terminate this Agreement by delivering a written notice (a
               "Termination Notice") to Prefco on or before the expiration of
               the Inspection Period, with time being of the essence with
               respect to Purchaser's obligation to deliver such notice. If for
               any reason whatsoever Purchaser determines, in its sole
               discretion, that the Property, the documentation or any aspect
               thereof is unsuitable for Purchaser's acquisition, Purchaser
               shall have the right to terminate this Agreement by delivering
               said Termination Notice to Prefco prior to the expiration of the
               Inspection Period, and if Purchaser gives such notice of
               termination within the Inspection Period, this Agreement shall
               terminate, and the provisions of Section 7(b) shall control. If
               Purchaser decides to go forward with the purchase at or prior to
               the end of the Inspection Period, it will deliver written notice
               (an "Approval Notice") to Prefco to that effect. If Prefco does
               not receive an Approval Notice or a Termination Notice from
               Purchaser before the end of

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               the Inspection Period, with time being of the essence, Purchaser
               shall be deemed to have disapproved of the documentation and the
               physical and environmental condition of the Land and Improvements
               and all other matters relating thereto, and Purchaser shall be
               considered to have delivered a Termination Notice in accordance
               with the provisions hereof.

               The provisions of this Section 7(a)(i) shall survive termination
               of this Agreement or Closing.

               (ii) Approval of Title and Survey. Upon execution of this
               Agreement, Purchaser shall be entitled, but shall not be
               required, to order (A) a commitment for an owner's policy of
               title insurance (the "Commitment") issued by a title company
               selected by Purchaser and approved by Prefco (the "Title
               Company") pursuant to which the Title Company commits to issue an
               owner's policy of title insurance in such amounts as are
               reasonably requested by Purchaser (the "Title Policy") and (B) a
               survey of the Land (the "Survey") in form acceptable to Purchaser
               and the Title Company (in the event Purchaser elects to obtain
               title insurance). The costs of the Title Policy (together with
               any endorsements requested by Purchaser) and Survey shall be paid
               by Purchaser. During the Inspection Period, Purchaser shall have
               the opportunity to review the condition of title and survey. At
               any time prior to the expiration of the Inspection Period,
               Purchaser may disapprove the Survey and the title exceptions, by
               delivering written notice (a "Disapproval Notice") to Prefco
               stating with particularity the exceptions which Purchaser
               disapproves and the reasons for such disapproval. Time is of the
               essence with respect to Purchaser's obligation to deliver such
               Disapproval Notice. Prefco, at its option, shall have fifteen
               (15) days, from and after delivery of Purchaser's Disapproval
               Notice, to agree to undertake to cause the surveyor or the Title
               Company, as the case may be, to remove such objectionable
               exceptions. Purchaser acknowledges that Prefco shall not be
               obligated to undertake to cause the Title Company to remove any
               of the title exceptions. If Prefco agrees to undertake to remove
               any objectionable exceptions, Prefco will use diligent efforts to
               cause the removal of such exceptions within thirty (30) days
               after it agrees to such undertaking, provided however that the
               Scheduled Closing Date may be adjourned by Prefco, if necessary,
               for an additional period of sixty (60) days to remove such
               objectionable exceptions (provided that Prefco is diligently
               pursuing such removal). If Prefco does not agree to undertake to
               remove such exceptions or shall fail to remove such objectionable
               exceptions within such time, Purchaser may (a) elect to waive its
               objections and close on the Closing Date, (b) terminate this
               Agreement by delivering a Termination Notice to Prefco within
               three (3) business days after Prefco's failure to remove such
               exceptions, or (c) terminate this Agreement by delivering a
               Termination Notice to Prefco within three (3) business days after
               Prefco's failure to remove such exceptions with respect to the
               particular property for which it sent a

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               Disapproval Notice; provided, however, that Purchaser shall not
               be permitted to terminate this Agreement with respect to a
               particular property or properties for which it sent a Disapproval
               Notice which, individually or in the aggregate, constitute
               greater than five percent (5.0%) of the equity value of all
               Properties. In the event Purchaser elects option (c) as set forth
               in the immediately preceding sentence, Purchaser shall be
               entitled to receive a credit in its favor against the Purchase
               Price in respect of due diligence expenses, such due diligence
               expenses not to exceed Five Thousand and 00/100 Dollars
               ($5,000.00) for each property that Purchaser has terminated this
               Agreement with respect to in accordance with the foregoing
               provisions. Notwithstanding the foregoing, Purchaser shall not be
               entitled to any such reimbursement if the transaction
               contemplated by this Agreement does not close for any reason
               whatsoever, and shall not be entitled to any such reimbursement
               in an amount greater than Fifty Thousand and 00/100 Dollars
               ($50,000.00). Purchaser's failure to respond within such three
               (3) business day period shall be deemed an election to terminate
               this Agreement, and the provisions of Section 7(b) shall control.
               In the event Prefco does not receive a Disapproval Notice from
               Purchaser prior to the end of the Inspection Period, with time
               being of the essence, Purchaser shall be deemed to have approved
               the Survey and the condition of title as set forth in the
               Commitment through the last day of the Inspection Period. Any
               title exceptions or survey exceptions not objected to by
               Purchaser or otherwise waived and accepted by Purchaser shall be
               deemed "Permitted Exceptions" to the conveyance to Purchaser by
               Prefco.

               Purchaser may, at or prior to Closing, notify Prefco in writing
               (the "Gap Notice") of any objections to title: (a) raised by the
               Title Company between the expiration of the Inspection Period and
               the Closing; and (b) not disclosed by the Title Company or
               otherwise known to Purchaser prior to the expiration of the
               Inspection Period. If Purchaser sends a Gap Notice to Prefco,
               Purchaser and Prefco shall have the same rights and obligations
               with respect to such notice as apply to a Disapproval Notice in
               accordance with the provisions of this Section 7(a)(ii).

               In addition to and without limiting the foregoing, Purchaser
               shall verbally inform Prefco not more than thirty (30) nor less
               than twenty (20) days after the date hereof, and from time to
               time thereafter at Prefco's reasonable request, of the status of
               Purchaser's document review (including without limitation title
               and survey) and Property inspection pursuant to this Section 7,
               including a statement of those items and/or documents which
               Purchaser is still reviewing and/or inspecting with respect to
               the Property.

          (b)  Effect of Termination. If this Agreement is terminated pursuant
to this Section 7, the Deposit shall be refunded to Purchaser and Purchaser
shall return to Prefco or destroy on behalf of Prefco all documents delivered by
Prefco to Purchaser pursuant to this Agreement. Upon completion of all of the
foregoing, this Agreement shall be deemed terminated

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and no party shall have any further rights against or obligations to the other
parties hereunder, except as to those obligations which are expressly stated to
survive the termination of this Agreement.

     (c) Indemnity. Purchaser shall indemnify and hold harmless Prefco from and
against any and all liability, loss, cost and expense (including, without
limitation, reasonable attorneys' fees and disbursements) arising from any
action by Purchaser or any of its agents, employees or contractors in connection
with any entry onto the Land and Improvements and/or any physical inspection of
the same. This provision shall survive the termination of this Agreement or the
Closing.

     8.  Costs; Prorations. Except as otherwise provided by this Agreement, each
party shall pay the out-of-pocket costs and expenses incurred by it in
connection with this Agreement and the transactions contemplated hereby. Subject
to the terms and provisions of this Agreement, in the event Purchaser elects to
prepay some or all of the loan as evidenced by the Notes and secured by the
Mortgage, any costs incurred in connection with the prepayment of all or any
part of said loan, as evidenced by the Notes and secured by the Mortgage and
payable to the holder thereof shall be paid by Purchaser upon demand, whether or
not this Closing shall occur. There shall be no apportionments, except for any
rent under the Lease in excess of debt service on the Mortgage, which excess
will be pro-rated from the immediately preceding rent and debt service payment
date to and including the Closing Date (all other expenses being the
responsibility of the Lessee under the Lease both before and after the Closing
Date).

     9.  Remedies on Default.

         (i) Default by Purchaser. In the event that Closing fails to occur by
reason of a default by Purchaser, Prefco shall be entitled, as its sole remedy,
to terminate this Agreement and receive the Deposit as liquidated damages for
default under this Agreement; it being agreed between the parties hereto that
the actual damages to Prefco in the event of such default are impractical to
ascertain and the amount of the Deposit is a reasonable estimate thereof.

         (ii) Default by Prefco. In the event that Prefco or any Partner
defaults in the performance of its obligations under this Agreement for any
reason other than Purchaser's default, Purchaser shall be entitled to (a)
terminate this Agreement and receive the return of the Deposit, or (b) seek
specific performance of this Agreement by Prefco or the Partners.
Notwithstanding the foregoing, in the event that all of the closing conditions
set forth in this Agreement have been satisfied, including, without limitation,
those set forth in Section 13 hereof, and thereafter Prefco or any Partner
willfully defaults in the performance of this Agreement, Purchaser shall be
permitted to pursue an action for damages against Prefco and the Partners
relative to such willful default, but such damages shall in no event exceed the
lesser of Purchaser's actual reasonable out of pocket expenses or the sum of Two
Hundred Fifty Thousand and 00/100 Dollars ($250,000.00). Purchaser acknowledges
and agrees that in no event shall Prefco's or any Partner's liability pursuant
to this Section 9(ii) exceed the lesser of Purchaser's actual reasonable out of
pocket expenses or the sum or Two Hundred Fifty Thousand and 00/100 Dollars
($250,000.00). As a condition precedent to Purchaser's right to pursue an action
for damages as set forth above, Purchaser shall be ready, willing and able to
perform all of its

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covenants and obligations to be performed or delivered on or before the Closing
including, without limitation, delivery of the balance of the Purchase Price. If
Purchaser fails to satisfy such requirements, Prefco shall be entitled to an
immediate dismissal of any action for damages and an immediate removal of any
lis pendens affecting the Property.

         10. Insurance; Casualty or Condemnation. If any portion of the
Improvements are materially damaged or destroyed by fire or other casualty prior
to the Closing, or in the event Prefco shall receive notice of any taking or any
threatened taking of all or any material portion of the Land or Improvements,
this Agreement shall nevertheless remain in full force and effect, without any
adjournment of the Closing Date and without any adjustment of the Purchase
Price. Prefco and each Partner shall assign all of its rights in and to any
interest it may have to the proceeds payable by any party to Prefco or the
Partner, if any, as a result of such casualty or condemnation affecting the Land
or Improvements, as applicable.

         11. Representations, Warranties and Covenants of Purchaser. Purchaser
represents, warrants and covenants to Prefco as of the date hereof as follows,
which representations, warranties and covenants shall be deemed to have been
made again as of the Closing:

          (a)  Purchaser is a limited liability company duly organized and
               validly existing under the laws of the State of Delaware and is
               duly qualified as a foreign entity in each jurisdiction where the
               nature of its business or the character of its properties
               requires such qualification;

          (b)  Purchaser has all requisite power and authority to carry on its
               business and to execute and deliver this Agreement and each of
               the Closing Documents (as hereinafter defined) and to perform its
               obligations under this Agreement and each of the Closing
               Documents; and the individual executing this Agreement on behalf
               of Purchaser hereby represents and warrants that he, she or it
               has the capacity set forth on the signature page hereof with full
               power and authority to bind Purchaser to the terms hereof;

          (c)  this Agreement has been duly authorized by all necessary actions,
               duly executed and delivered by Purchaser and constitutes a legal,
               valid and binding obligation of Purchaser enforceable against it
               in accordance with its terms except as the enforcement may be
               limited by (i) the effect of the laws and judicial decisions of
               the State of Delaware, (ii) the discretion of any court or
               governmental or public body, authority, bureau or agency before
               which any proceeding may be brought or (iii) bankruptcy,
               insolvency, reorganization, moratorium or similar laws affecting
               creditors' rights generally;

          (d)  to the best of Purchaser's knowledge, no consent, license,
               approval or authorization of, or filing, registration or
               declaration with, or exemption by, any governmental or public
               body, authority, bureau or agency is required in connection with
               the execution, delivery or performance by Purchaser of this
               Agreement and all of the other Closing Documents, other

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               than those which have been obtained;

          (e)  Purchaser's execution, delivery and performance of this Agreement
               and the other Closing Documents does not and will not violate (i)
               Purchaser's certificate of formation, operating agreement or the
               terms of any security issued by it, or (ii) to the best of
               Purchaser's knowledge, any law, governmental regulation,
               judgment, order, writ, injunction or decree applicable to
               Purchaser in any manner which will materially adversely affect
               Purchasers ability to perform its obligations hereunder, (iii)
               provided that all necessary consents are obtained, do not and
               will not constitute a default or event of default under any
               instrument, contract, agreement, lease or other undertaking to
               which Purchaser is a party or by which it or any of its
               properties may be subject or bound in a manner which will
               materially adversely affect its ability to perform the same, or
               (iv) do not result and will not result in the creation or
               imposition of any lien, pledge, mortgage, claim, charge or
               encumbrance upon any of its property, except as permitted by the
               Closing Documents;

          (f)  to the best of Purchaser's knowledge without any inquiry, there
               is no action, suit or proceeding pending or to the best of
               Purchaser's knowledge, threatened against or affecting Purchaser
               in any court, or by or before any federal, state, municipal or
               other governmental department, commission, board, bureau or
               instrumentality which would have any effect on Purchaser's
               ability to execute and perform its obligations under this
               Agreement;

          (g)  Purchaser has not dealt with any broker, agent or finder in
               connection with the transaction contemplated by this Agreement.
               To the extent Purchaser engages a broker in connection with
               obtaining financing for the acquisition of the Property, the
               obligations with respect to such broker in connection with such
               financing shall be the responsibility of Purchaser. Purchaser
               shall indemnify and hold harmless Prefco from and against any
               cost, expense (including without limitation reasonable attorneys'
               fees and disbursements), claim, liability or damage arising out
               of any claim or demand by any broker, consultant, finder or
               similar agent claiming to have dealt with Purchaser in connection
               with this Agreement and the transaction contemplated hereby;

          (h)  Purchaser and each of Purchaser's assignees, if any, shall comply
               with all the requirements, representations, covenants and
               negative covenants, as the same may be amended from time to time,
               contained in the Lease, the Tripartite Agreement and the Option
               Agreement (the foregoing documents are hereinafter collectively
               referred to as the "Operative Documents");

          (i)  Purchaser has not filed any voluntary petition in bankruptcy or
               been adjudicated a bankrupt or insolvent, or filed any petition
               or answer seeking any reorganization, liquidation, dissolution or
               similar or other relief for

                                       10

<PAGE>

               debtors, or sought or consented to or acquiesced in the
               appointment of any trustee, receiver, conservator or liquidator
               for all or any substantial part of its properties; and

          (j)  the making, execution and delivery of this Agreement by Purchaser
               has been induced by no representations, warranties, covenants or
               agreements other than those expressly set forth in this
               Agreement.

          12. Representations, Warranties and Covenants of Prefco. Prefco
represents, warrants and covenants to Purchaser as of the date hereof as
follows, which representations, warranties and covenants shall be deemed to have
been made again as of the Closing:

          (a)  Prefco has all requisite power and authority to carry on its
               business and to perform its obligations under this Agreement and
               each of the other Closing Documents;

          (b)  Prefco is a limited partnership duly organized, validly existing
               and in good standing under the laws of the State of Connecticut
               and has all requisite power and authority to carry on its
               business and to execute and deliver this Agreement and each of
               the other Closing Documents; and the individual executing this
               Agreement on behalf of Prefco hereby represents and warrants that
               he, she or it has the capacity set forth on the signature page
               hereof with full power and authority to bind Prefco to the terms
               hereof;

          (c)  this Agreement has been duly authorized by all necessary actions,
               duly executed and delivered by Prefco and constitutes a legal,
               valid and binding obligation of Prefco enforceable against it in
               accordance with its terms except as the enforcement may be
               limited by (i) the effect of the laws and judicial decisions of
               the State of Connecticut, (ii) the discretion of any court or
               governmental or public body, authority, bureau or agency before
               which any proceeding may be brought or (iii) bankruptcy,
               insolvency, reorganization, moratorium or similar laws affecting
               creditors' rights generally;

          (d)  to the best of Prefco's knowledge, no consent, license, approval
               or authorization of, or filing, registration or declaration with,
               or exemption or other action by, any governmental or public body,
               authority, bureau or agency is required in connection with the
               execution, delivery or performance by Prefco of this Agreement or
               the transactions herein contemplated or the Closing Documents to
               which it is a party other than those which have been obtained;

          (e)  Prefco's performance, execution and delivery of this Agreement
               and the other Closing Documents (i) do not and will not violate
               (x) Prefco's limited partnership agreement or the terms of any
               security issued by it, or (y) to the best of Prefco's knowledge,
               any law, governmental regulation, judgment, order, writ,
               injunction or decree applicable to Prefco in any

                                       11

<PAGE>

               manner which will materially adversely affect Prefco's ability to
               perform its obligations hereunder, (ii) provided that all
               necessary consents are obtained (including, without limitation,
               consents of the registered owners of the Notes and any other
               applicable party), do not and will not violate the provisions of,
               or constitute a default or an event of default under the
               Mortgage, (iii) provided that all necessary consents are
               obtained, do not and will not constitute a default or an event of
               default under any instrument, contract, agreement, lease or other
               undertaking to which Prefco is a party or by which any of its
               properties may be subject or bound in a manner which will
               materially adversely effect its ability to perform the same; or
               (iv) do not result and will not result in the creation or
               imposition of any lien, pledge, mortgage, claim, charge or
               encumbrance upon any of its property pursuant to such agreement
               or instrument, except as permitted by the Closing Documents;

          (f)  to the best of Prefco's knowledge without any inquiry, there is
               no action, suit or proceeding pending or threatened against or
               affecting Prefco or the Property in any court, or by or before
               any federal, state, municipal or other governmental department,
               commission, board, bureau, agency or instrumentality which would
               have any effect on Prefco's ability to execute and perform its
               obligations under this Agreement;

          (g)  Prefco is not a "foreign person" as defined in Section 1445 of
               the Internal Revenue Code;

          (h)  Prefco has not filed any voluntary petition in bankruptcy or been
               adjudicated a bankrupt or insolvent, or filed any petition or
               answer seeking any reorganization, liquidation, dissolution or
               similar relief under any federal bankruptcy or insolvency laws,
               or other relief for debtors, or sought or consented to or
               acquiesced in the appointment of any trustee, receiver,
               conservator or liquidator of all or any substantial part of its
               properties or interest in the Land or the Property;

          (i)  Prefco has not dealt with any broker in the negotiations of the
               transactions contemplated by this Agreement. Prefco shall
               indemnify and hold harmless Purchaser from and against any cost,
               expense (including without limitation reasonable attorneys' fees
               and disbursements), claim, liability or damage arising out of any
               claim or demand by any broker, consultant, finder or similar
               agent claiming to have dealt with Prefco in connection with this
               Agreement and the transaction contemplated hereby;

          (j)  to Prefco's actual knowledge, the Lease is in full force and
               effect and has not been modified, except by that certain
               Agreement Re: Modification of Lease, dated November 27, 1995,
               that certain Modification Agreement dated as of September 30,
               1992, that certain Modification Agreement dated as of January 22,
               1996, and that certain Modification Agreement dated as of
               December 20, 1999, and Prefco has no actual knowledge of

                                       12

<PAGE>

               any current material default in the performance of the
               obligations of any party under the Lease;

          (k)  after the date hereof and prior to the Closing, except as
               required under the Lease, Prefco shall not sell or otherwise
               transfer without Purchaser's consent any part of the Property, or
               any interest therein (provided, however, that Purchaser
               acknowledges Prefco is permitted to enter into negotiations for
               the sale of the Property, and, at such time, Purchaser shall
               deliver its consent to Prefco (without delay) to enter into such
               negotiations);

          (l)  after the date hereof and prior to the Closing, except as
               required under the Lease, Prefco shall not enter into or approve
               any new leases and/or subleases of the Land and Improvements, or
               amend, modify or extend the Lease, without the prior written
               consent of Purchaser (which consent shall not be unreasonably
               withheld or delayed), except as required pursuant to the terms
               and conditions of the Lease;

          (m)  to the best of Prefco's knowledge, Prefco is the owner of the
               Estate for Years in the Land, and, to the best of Prefco's
               knowledge, is the fee owner of the Improvements and Property, all
               of which are subject to the Permitted Exceptions. Notwithstanding
               the foregoing, Prefco makes no representations, warranties or
               covenants with respect to any title matters, it being expressly
               agreed that Purchaser is relying solely on title insurance
               commitments issued by the Title Company with respect to such
               matters;

          (n)  the making, execution and delivery of this Agreement by Prefco
               has been induced by no representations, warranties, covenants or
               agreements other than those expressly set forth in this
               Agreement; and

          (o)  to the best of Prefco's knowledge, Prefco has not received any
               written condemnation notice with respect to the Property, except
               that (a) Prefco was requested to donate certain property and
               grant an easement to the Gwinnett County Department of
               Transportation of Georgia with respect to certain property
               located at 6155 S. Buford Highway, Norcross, Georgia and 5405
               Jimmy Carter Blvd., Norcross, Georgia, and (b) Prefco was
               recently contacted by the Georgia Department of Transportation
               with respect to a road widening project with respect to property
               located at __________________________, the details of which are
               as of yet unknown.

          13.  Closing; Conditions to Closing.

     (a) Closing. As used herein, "Closing" shall mean the closing of the
transactions contemplated herein on the Closing Date (as hereinafter defined).
Either party shall have the option, exercisable by such party by delivery of
written notice to the other party and the Partners within five (5) days prior to
the Closing Date (the "Equity Purchase Notice"), to restructure the transaction
contemplated hereby as a purchase and sale of all of the outstanding Partnership

                                       13

<PAGE>

Interests in Prefco ("Equity Purchase"). In the event either party exercises
such option, the parties hereto hereby agree that this Agreement shall
automatically be amended as set forth on Exhibit I hereto; provided, however,
that if either party objects to consummating the transaction as an Equity
Purchase, which such objection must be exercised, if at all, by providing
written notice of such objection to the other party and the Partners within one
(1) day of the receipt of the Equity Purchase Notice (the "Equity Purchase
Objection Notice"), then such Equity Purchase Objection Notice shall be deemed
void, and the transaction shall proceed as previously contemplated subject to
the provisions of this Agreement, with each party bearing one-half (1/2) of any
transfer taxes required pursuant to applicable law. The Closing shall take place
through an escrow with the Title Company with the closing documents and actions
not previously delivered or taken to be delivered to the Title Company or taken
on or before the Closing Date in New York, New York at the offices of Prefco's
attorneys, as specified by Prefco. The Closing Date shall be on or before April
30, 2002 (the "Scheduled Closing Date") (the Scheduled Closing Date, as
adjourned from time to time as provided for more fully below shall be the
"Closing Date"). At any time after the expiration of the Inspection Period and
prior to the Scheduled Closing Date, Purchaser may adjourn the Scheduled Closing
Date as hereinafter provided. Purchaser may adjourn the Scheduled Closing Date
for a period of up to thirty (30) days (the "First Adjournment Option") by
delivering written notice of such adjournment to Prefco on or before the
Scheduled Closing Date. In the event Purchaser exercises the First Adjournment
Option, Purchaser may further adjourn the adjourned Closing Date for an
additional period of up to thirty (30) days (the "Second Adjournment Option") by
delivering written notice of the exercise of such Second Adjournment Option to
Prefco, provided, that in no event may the Closing be extended to a date which
is later than June 28, 2002, 2002. In the event Purchaser exercises the First
Adjournment Option, the Purchase Price shall be increased in the amount of Two
Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) and, in the event
Purchaser exercises the Second Adjournment Option, the Purchase Price shall be
increased in the additional amount of Two Hundred Fifty Thousand and 00/100
Dollars ($250,000.00).

     (b) Conditions to Closing (Purchaser). Purchaser's obligations under this
Agreement to proceed with Closing are subject to the satisfaction (or waiver to
the extent they may be waived as hereinafter provided) of the following
conditions on or before the Closing Date:

          (i)   Prefco shall deliver an estoppel certificate to Purchaser from
Lessee in the form attached hereto as Exhibit D.

          (ii)  Prefco shall deliver an estoppel certificate to Purchaser from
Prefco in the form attached hereto as Exhibit H.

          (iii) The Lessee and any third parties enjoying a right of first
refusal or other similar rights to purchase the Property, if any, shall have
waived said rights. This condition may not be waived by Prefco or Purchaser.

          (iv)  In the event Purchaser elects to assume the obligations under
the Mortgage, Purchaser shall have obtained the right to assume such Mortgage
from the

                                       14

<PAGE>

beneficiaries holding the Mortgage or, if Purchaser elects to prepay all or any
part of the obligations evidenced by the Notes and secured by the Mortgage,
Purchaser shall have obtained the requisite consent to make such prepayment from
all necessary parties.

          (v)    Purchaser shall have reached a separate agreement with
Remainderman, on terms mutually acceptable to Purchaser and Remainderman, for
the purchase of said Remainderman's fee interest in the Land. Prefco shall only
be required to use commercially reasonable efforts in assisting Purchaser in
such negotiations, and such commercially reasonable efforts shall not, without
limitation, be construed to require Prefco to grant any concession or pay any
consideration

          (vi)   Prefco shall have obtained any consents identified in Section
12(e) hereof.

          (vii)  All of the representations and warranties of Prefco contained
in this Agreement shall be true and correct as of the date of Closing and Prefco
shall have performed and satisfied all agreements, covenants and conditions it
is required to perform and satisfy under this Agreement prior to or at Closing,
or, in the event this Agreement is restructured as an Equity Purchase, all of
the representations and warranties of Prefco and the Partners contained in this
Agreement shall be true and correct as of the date of Closing and Prefco and the
Partners shall have performed and satisfied all agreements, covenants and
conditions that they are required perform and satisfy under this Agreement prior
to or at Closing.

          (viii) Purchaser shall have received fully executed copies of the
Closing Documents.

     (c) Conditions to Closing (Prefco). Prefco's obligations under this
Agreement to proceed with Closing are subject to the satisfaction (or waiver to
the extent they may be waived as hereinafter provided) of the following
conditions on or before the Closing Date:

          (i)    Prefco shall be able to obtain an estoppel certificate from
Lessee in the form attached hereto as Exhibit D.

          (ii)   All of the representations and warranties of Purchaser
contained in this Agreement shall be true and correct as of the date of Closing
and Purchaser shall have performed and satisfied all agreements, covenants and
conditions it is required to perform and satisfy under this Agreement prior to
or at Closing.

          (iii)  Purchaser shall have paid the Purchase Price as set forth in
Section 3.

          (iv)   Prefco shall have received fully executed copies of the Closing
Documents.

     (d) Failure of Conditions to Closing. In the event one or more of the
conditions to Closing described in Section 13(b) hereof is not satisfied or
waived on or before the Closing, and the failure of such conditions to be
satisfied is not a result of a default by Prefco, Partners or

                                       15

<PAGE>

Purchaser, then Purchaser shall have the right to terminate this Agreement and
the escrow created hereby by giving written notice of termination to Prefco. In
the event one or more of the conditions to Closing described in Section 13(c)
hereof are not satisfied or waived on or before the Closing, and the failure of
such conditions to be satisfied is not a result of a default by Prefco, Partners
or Purchaser, then Prefco shall have the right to terminate this Agreement and
the escrow created hereby by giving written notice of termination to Purchaser.

          14. Documents to be Delivered at Closing. At or prior to Closing, the
following documents, certificates, opinions and agreements (the "Closing
Documents"), in form and substance satisfactory to Prefco and Purchaser shall be
executed and/or delivered by the respective parties thereto:

          (i)    Special Warranty Deed to the Estate for Years in Land and fee
                 simple in Improvements (in substantially the form attached
                 hereto as Exhibit E-1 with respect to the parcels located in
                 North Carolina and in substantially the form attached hereto as
                 Exhibit E-2 with respect to the parcels located in Florida),
                 and Limited Warranty Deed to the Estate for Years in Land and
                 fees simple in Improvements (in substantially the form attached
                 hereto as Exhibit E-3 with respect to the parcels located in
                 Georgia), unless the transaction is structured as an Equity
                 Purchase, in which case the foregoing shall not be required;

          (ii)   an Assignment and Assumption Agreement (in substantially the
                 form attached hereto as Exhibit F), unless the transaction is
                 restructured as an Equity Purchase, in which case the foregoing
                 shall not be required;

          (iii)  appropriate resolutions and consents of Prefco and/or the
                 Partners (or evidence that such consent is not required);

          (iv)   Secretary's certificates and corporate resolutions of Purchaser
                 and Prefco and/or the Partners;

          (v)    Incumbency certificates of Prefco and/or the Partners and
                 Purchaser;

          (vi)   Good standing certificates of Prefco and/or the Partners and
                 Purchaser;

          (vii)  Transfer Tax Affidavits/Forms, if any, unless the transaction
                 is restructured as an Equity Purchase, in which case the
                 foregoing shall not be required;

          (viii) "Nonforeign" Person Certificates from Prefco pursuant to Treas.
                 Reg. 1.1445-2T(b)(2), unless the transaction is restructured as
                 an Equity Purchase, in which case the foregoing shall not be
                 required;

          (ix)   any other documents required to transfer to Purchaser all
                 right, title, and interest of Prefco in, to, or in any way
                 arising out of or connected with the Property or the Operative
                 Documents, and, in the event the transaction is

                                       16

<PAGE>

                 restructured as an Equity Purchase, any other documents
                 required to transfer to Purchaser all right, title, and
                 interest of the Partners in, to, or in any way arising out of
                 or connected with the Partnership Interests;

          (x)    Title affidavits and any other documents reasonably required by
                 the Title Company;

          (xi)   Proof as to the waiver and/or lapse of all rights of first
                 refusal and/or first offer, if any;

          (xii)  a certificate by each of Prefco and Purchaser (and the Partners
                 in the event that the transaction is restructured as an Equity
                 Purchase) to the effect that their respective representations
                 and warranties contained herein are true and correct as of the
                 Closing; and

          (xiii) Any other documents required pursuant to this Agreement or
                 reasonably requested by the Title Company.

          15.    Purchaser's Assignees. Purchaser, at Purchaser's sole cost and
expense, may designate separate assignees to acquire title to the Property, or
in the event that the transaction is restructured as an Equity Purchase, the
Partnership Interests. In the event Purchaser elects to take title to the
Property subject to the Mortgage, any assignment of this Agreement or
Purchaser's rights hereunder shall be subject to the terms of the Mortgage
pertaining to transfers. In the event Purchaser elects to prepay all or any part
of the loan as evidenced by the Notes and secured by the Mortgage, any such
prepayment shall be subject to the terms of the Mortgage and any other
conditions required by the registered owners of such Notes or other applicable
party.

          16.    Notices. All notices, offers, acceptances, rejections,
consents, requests and other communications hereunder shall be in writing and
shall be deemed to have been given (i) when delivered in person or (ii) when
sent by telecopier (with receipt confirmed) or (iii) on receipt after being sent
by express mail or delivery service guaranteeing overnight delivery, provided
that in the case of clause (ii) a copy is mailed by first class registered or
certified mail, postage prepaid, return receipt requested, in each case
addressed as follows:

          As to Prefco and/or Partners: c/o Pitney Bowes Credit Corporation
                                        27 Waterview Drive
                                        Shelton, CT 06484-4361
                                        Attention: Mr. Michael Naughton
                                        Telephone: (203) 922-4076
                                        Facsimile: (203) 922-4083

                                       17

<PAGE>

              with a copy to:     Kelley Drye & Warren LLP
                                  101 Park Avenue
                                  New York, New York  10178
                                  Attention:  John A. Garraty, Jr., Esq.
                                  Telephone:  (212) 808-7653
                                  Facsimile:  (212) 808-7897

              As to Purchaser:    American Financial Resource Group, LLC
                                  1725 The Fairway
                                  Jenkintown, Pennsylvania 19046
                                  Attention: Sonya Huffman
                                  Telephone: (215) 887-2280
                                  Facsimile: (215) 481-0200

              with a copy to:     Morgan, Lewis & Bockius LLP
                                  1701 Market Street
                                  Philadelphia, Pennsylvania 19103
                                  Attention:  Edward J. Matey, Jr., Esq.
                                  Telephone: (215) 963-5000
                                  Facsimile: (215) 963-5299

or to such other person or address as either party shall furnish to the other
party in writing.

          17. Entire Agreement. This Agreement contains the entire agreement
between Prefco, Partners and Purchaser with respect to the purchase and sale
contemplated hereby and supersedes any prior agreements with respect thereto.

          18. Further Acts. Each party, upon the request of the other, agrees to
perform such further acts and to execute and deliver such other documents as are
reasonably necessary to carry out the provisions of this Agreement.

          19. Survival of Obligations. The representations, warranties and
indemnities of the parties hereto as set forth in this Agreement shall, except
as otherwise provided in this Agreement, survive the termination of this
Agreement, and shall survive the Closing and the execution, delivery and
recording of the agreements, certificates, instruments and other documents
referred to herein.

          20. No Waiver. No waiver of any provision of this Agreement shall be
effective unless it is in writing, signed by the party against whom it is
asserted and any such written waiver shall only be applicable to the specific
instance to which it relates and shall not be deemed to be a continuing or
future waiver.

          21. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same Agreement.

                                       18

<PAGE>

     22. Governing Law; Consent to Jurisdiction and Venue. This Agreement shall
be construed and interpreted in accordance with the laws of the State of
Connecticut. Prefco, Partners and Purchaser agree that all disputes arising out
of or relating to this Agreement and all actions to enforce this Agreement shall
be exclusively adjudicated in the state courts of Connecticut or the federal
courts sitting in Connecticut or having appellate jurisdiction with respect
thereto and Prefco, Partners and Purchaser hereby irrevocably submit to the
jurisdiction of such courts in any suit, action or proceeding arising out of or
relating to this Agreement or in any action to enforce this Agreement. So far as
is permitted under applicable law, this consent to personal jurisdiction shall
be self-operative and no further instrument or action, other than service of
process as required by law, shall be necessary in order to confer jurisdiction
upon the person of Prefco, Partners or Purchaser in any such court.

     23. Exhibits. All of the Exhibits annexed hereto are incorporated herein by
reference and form part of this Agreement.

     24. Miscellaneous. In the event that any provision of this Agreement shall
be determined to be void or unenforceable, such determination shall not affect
the remaining provisions of this Agreement; and this Agreement shall not be
construed against the party preparing it but shall be construed as if both
parties prepared this Agreement.

     25. Third Parties. This Agreement shall not be deemed to confer in favor of
any third parties any rights whatsoever as third-party beneficiaries, the
parties hereto intending by the provisions hereof to confer no such benefits or
status.

     26. Jury Waiver. PREFCO, PARTNERS AND PURCHASER WAIVE, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTER-CLAIM FILED BY EITHER PARTY (AND THEIR RESPECTIVE NOMINEES, DESIGNEES,
AND ASSIGNEES), WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF THIS
AGREEMENT OR THE SALE OF THE PROPERTY OR ANY ACTS OR OMISSIONS OF ANY SUCH
PERSON, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION THEREWITH.
THIS SECTION 27 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT OR THE CLOSING.

     27. Successors and Assigns. Subject to the provisions of Section 16 hereof,
this Agreement shall be binding upon and inure to the benefit of each of the
parties hereto and their respective permitted transferees, successors and
assigns.

     28. No Joint Venture. Notwithstanding anything to the contrary contained
herein, this Agreement shall not be deemed or construed to make the parties
hereto partners or joint venturers, or to render either party liable for any of
the debts or obligations of the other, it being the intention of the parties to
merely create the relationship of seller and purchaser with respect to the
Property to be conveyed as contemplated hereby.

     29. Confidentiality. Each party agrees to maintain in confidence the
dealings, negotiations and agreements of the parties with respect to this
Agreement and the transaction contemplated hereby, and neither of them shall
make any disclosure of any information regarding

                                       19

<PAGE>

those matters (except to their members, officers, directors, employees,
accountants, lenders, attorneys, consultants, appropriate governmental
personnel, and others who have a need for that information and who agree to
comply with this provision, and except as to any information which is a matter
of public record or provided in connection with applicable governmental
proceedings), (a) unless both Prefco and Purchaser otherwise agree in writing,
or (b) except as may be necessary in order to comply with applicable law after
consultation with legal counsel.

     30. Saturdays, Sundays or Holidays. In the event that any of the dates
specified in this Agreement shall fall on a Saturday, Sunday or a holiday, then
the date of such action shall be deemed to be extended to the next business day.

     31. Section Headings. Section headings of this Agreement are solely for
convenience of reference and shall not govern the interpretation of any of the
provisions of this Agreement. References to "Sections" are to Sections of this
Agreement, unless otherwise specifically provided.

     32. Section 1031 Exchange. Purchaser and Prefco agree to execute any
documents necessary for Prefco to effectuate the transfer of the subject
property as reasonably requested by Prefco, including, without limitation, an
assignment of any purchase agreement to a "qualified intermediary" as defined in
Treas. Reg. 1.103(k) - 1(g)(4) if requested by such qualified intermediary in
order for said party to be able to effectuate a "like kind exchange" pursuant to
Internal Revenue Code Section 1031 and the regulations promulgated thereunder,
provided that such actions by Prefco have no material adverse impact on
Purchaser.

     33. Cooperation. Prefco, Partners and Purchaser hereby agree to cooperate
with each other in providing all information, documents and other materials
within their reasonable control necessary to assist Purchaser in the
investigation of the Property and Prefco as contemplated by this Agreement.
Purchaser agrees to reasonably cooperate with Prefco and Partners in order to
minimize any transfer taxes and similar taxes imposed on Prefco or Partners in
connection with the transaction, including without limitation, as provided
above, structuring the transaction as a sale of Partnership Interests in Prefco,
provided that Purchaser shall not be required to take any action which will
increase the risks or the costs of the transaction to Purchaser.

     34. Interim Covenants. From and after the date hereof and up to and
including the Closing Date or the termination of this Agreement, Prefco and
Partners shall promptly deliver (to the extent actually received by Prefco or
the Partners) to Purchaser copies of written default notices, notices of
lawsuits (including, without limitation, condemnation proceedings), and notices
of violations affecting the Property, Prefco or the Partnership Interests. In
addition, Prefco and the Partners shall deliver (to the extent actually received
by Prefco or the Partners) to Purchaser copies of written default notices,
notices of lawsuits (including, without limitation, condemnation proceedings),
and notices of violations affecting the Property, Prefco or the Partnership
Interests which are now in the possession of Prefco or Partners.

               [the remainder of the page is intentionally blank]

                                       20

<PAGE>

                  IN WITNESS WHEREOF, Prefco and Purchaser have caused this
Agreement to be executed, under seal, by their respective signatories thereunto
duly authorized.

                          PREFCO:

                          PREFCO FIVE LIMITED PARTNERSHIP, a
                          Connecticut limited partnership

                             By:  Prefco V Holdings LLC, a Connecticut
                                  limited liability company, its general partner

                                    By:  Harlow Aircraft Inc., sole member

                                         By: ___________________________________
                                             Name: _____________________________
                                             Title: ____________________________

                          PARTNERS:

                          PREFCO V HOLDINGS LLC, a Connecticut limited
                          liability company

                                    By:  Harlow Aircraft Inc., sole member

                                         By: ___________________________________
                                             Name: _____________________________
                                             Title: ____________________________

                          PITNEY BOWES REAL ESTATE FINANCING
                          CORPORATION, a Delaware corporation

                             By: __________________________________
                                 Name: ____________________________
                                 Title: ___________________________

                                       21

<PAGE>

                                 PURCHASER:

                                 AMERICAN FINANCIAL RESOURCE GROUP, LLC,
                                 a Delaware limited liability company

                                       By: _____________________________________
                                           Name: _______________________________
                                           Title: ______________________________

                                       22

<PAGE>

                                          ESCROW AGENT:

                                          By: _____________________________
                                              Name: _______________________
                                              Title: ______________________

                                       23

<PAGE>

                            EXHIBITS A-1 THROUGH A-85

                       [legal descriptions to be inserted]

<PAGE>

                                    EXHIBIT B

                                      Lease

     That certain Lease dated July 31, 1990 between First Union Corporation and
First Union National Bank (successor in interest by merger or otherwise), as
lessee, and PREFCO Five Limited Partnership (successor in interest to PREFCO V
Limited Partnership), as lessor, as amended by that certain Agreement Re:
Modification of Lease, dated November 27, 1995, that certain Modification
Agreement dated as of September 30, 1992, that certain Modification Agreement
dated as of January 22, 1996, and that certain Modification Agreement dated as
of December 20, 1999.

<PAGE>

                                    EXHIBIT C

                                    Mortgage

     That certain Trust Indenture, Deed of Trust and Security Agreement made by
PREFCO V Limited Partnership, a Connecticut Limited Partnership (now known as
Prefco Five Limited Partnership) and Carolina-Relco Limited Partnership, as
grantors, to the Chase Manhattan Bank (National Association) (now known as JP
Morgan Chase Bank) as corporate trustee and Charles J. Heinzelman (now Andrew M.
Deck) as individual trustee, jointly as the trustees, and the Registered Owners
of Notes, as beneficiaries.

<PAGE>

                                    EXHIBIT D

   First Union Corporation and First Union National Bank Estoppel Certificate

To:          American Financial Resource Group, LLC ("American Financial")

Re:          Lease dated July 31, 1990, as amended by that certain Agreement Re:
             Modification of Lease dated November 27, 1995, that certain
             Modification Agreement dated as of September 30, 1992, that certain
             Modification Agreement dated as of January 22, 1996, and that
             certain Modification Agreement dated as of December 20, 1999
             (collectively "Lease")

Landlord:    PREFCO Five Limited Partnership, a Connecticut limited partnership,
             successor in interest to PREFCO V Limited Partnership

Tenant:      First Union Corporation and First Union National Bank, successor in
             interest by merger or otherwise

Premises:    See Exhibits "A-1 through A-85" attached hereto and incorporated
             herein by reference

Ladies and Gentlemen:

     The undersigned is the tenant ("Tenant") pursuant to the Lease. Tenant
understands that Landlord and American Financial have entered into that certain
Purchase and Sale Agreement dated ____________, 2002, and further understands
that American Financial is relying on the statements made by it in this Estoppel
Certificate. Tenant hereby certifies, represents and warrants to American
Financial as follows as of the date set forth below:

1.   A true, correct and complete copy of the Lease is attached hereto as
     Exhibit B which is incorporated herein by this reference. The Lease has not
     been amended, modified, supplemented or superseded in any manner
     whatsoever, except as specifically stated above. The Lease constitutes a
     complete statement of the agreements, covenants, terms and conditions of
     Landlord and Tenant with respect to the letting of the Premises, and there
     are no other agreements or understandings between Landlord and Tenant with
     respect to the Premises or the Lease, except for that certain Option
     Agreement, Option and Subordination Agreement, Tripartite Agreement, and
     Assignment of Lease, copies of which are attached hereto as Exhibit C.

2.   The term of the Lease commenced on July 31, 1990 and will end on August 31,
     2010.

3.   The Lease is in full force and effect and has not been terminated with
     respect to the Premises.

4.   To the best of Tenant's knowledge, there are no defaults under the Lease
     (i) in the payment of rent or any other amounts due under the Lease or (ii)
     in the observance or performance of

                                      -27-

<PAGE>

     any other agreement, covenant, term or condition to be observed or
     performed by Landlord or Tenant. Tenant has no knowledge of any state of
     facts or events that, with the passage of time or the giving of notice, or
     both, would constitute a default by Landlord or Tenant.

5.   Tenant has paid all installments of: (i) Basic Rent (as defined in the
     Lease) that is payable to Landlord through the month of _________, and (ii)
     Additional Rent (as defined in the Lease) that is payable to Landlord, if
     any, through the month of ________________.

6.   To the best of Tenant's knowledge, all conditions under the Lease to be
     performed by Landlord have been completed to its satisfaction. To the best
     of Tenant's knowledge, there is no work to be performed by Tenant that has
     not been completed, and there are no defects or deficiencies that may
     entitle Landlord to cancel the Lease or to receive any other benefit or
     relief. Tenant has no knowledge that the Premises are not in compliance
     with any federal, state or local law, statute, rule, regulation, code or
     ordinance applicable to the Premises. Tenant has not received notice of any
     "casualty" (as defined in the Lease) or of a pending or threatened
     "condemnation" (as defined in the Lease) with respect to the Premises.
     Tenant has not given Landlord notice that it intends to terminate the Lease
     or to provide a substitute parcel with respect to the Premises pursuant to
     Paragraph 13 of the Lease.

7.   Landlord did not require a security deposit from Tenant under the Lease.

8.   The party executing this Estoppel Certificate on behalf of Tenant is fully
     authorized and empowered to do so.

9.   Tenant is the sole tenant under the Lease and is the sole tenant in
     possession of the Premises, or any portion thereof, except as set forth on
     Exhibits D-1 through D-___.

                  [remainder of page intentionally left blank]

                                      -28-

<PAGE>

     The certifications, representations and warranties herein made shall be
binding upon Tenant, its heirs, legal representatives, successors and assigns,
and shall inure to benefit of American Financial and its respective successors
and assigns.

Dated: __________________, 2002


                                            FIRST UNION CORPORATION

                                              By: ____________________
                                                  Name: ______________
                                                  Title: _____________


                                            FIRST UNION NATIONAL BANK

                                              By: ____________________
                                                  Name: ______________
                                                  Title: _____________

                                      -29-


<PAGE>

                     EXHIBITS A-1 THROUGH A-85 TO EXHIBIT D

                 [legal descriptions to be attached at Closing]

                                      -30-

<PAGE>

                             EXHIBIT B TO EXHIBIT D

       [lease and all amendments/modifications to be attached at Closing]

                                      -31-

<PAGE>

                             EXHIBIT C TO EXHIBIT D

        [option agreement, option and subordination agreement, tripartite
          agreement and assignment of lease to be attached at Closing]

<PAGE>

                      EXHIBITS D-1 THROUGH D- TO EXHIBIT D

                     [insert legal descriptions at Closing]

<PAGE>

                                   EXHIBIT E-1

                                                          [NORTH CAROLINA - LAND
                                                        ESTATE AND IMPROVEMENTS]


Prepared by and after recording                             Property No. _______
return to:                                                  Street Address:

____________________                                        ____________________
____________________                                        ____________________
____________________                                        ____________________
____________________

Parcel Identification No. ___________
Tax Lot Number: ____________
Excise Tax: $_______________

                              SPECIAL WARRANTY DEED

            (Estate for Years in Land and Fee Simple in Improvements)


     PREFCO FIVE LIMITED PARTNERSHIP, a Connecticut limited partnership,
successor in interest to PREFCO V LIMITED PARTNERSHIP, a Connecticut limited
partnership, the address of which is c/o Pitney Bowes Credit Corporation, 27
Waterview Drive, Shelton, Connecticut 06484 ("Grantor"), in consideration of Ten
and 00/100 Dollars ($10.00) and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, have and by these
presents do grant, bargain, sell, and convey to AMERICAN FINANCIAL RESOURCE
GROUP, LLC, a Delaware limited liability company, having its principal place of
business at ______________________ ("Grantee"), an estate for years ("Land
Estate") in that parcel or parcels of land in the County of ________________,
State of North Carolina, more particularly described on Exhibit A attached
hereto and made a part hereof, and in Grantor's right, title, and interest, if
any, in and to all streets and roads abutting the said parcel or parcels and all
easements, privileges, tenements, hereditaments, and appurtenances belonging
unto said parcel or parcels or in anywise appertaining thereto (the "Premises"),
said Land Estate to terminate at the end of August 31, 2010.

     TOGETHER WITH all right, title, and interest of Grantor as the fee owner
of, in, and to all buildings and improvements now located on the Premises and
hereafter located or erected thereon, in replacement of existing buildings and
improvements, whether below or above grade level, and all easements, privileges,
tenements, hereditaments, and appurtenances belonging unto said buildings and
improvements or in anywise appertaining thereto (all such buildings and
improvements being collectively referred to as the "Improvements"), which are
intended to be and remain real property, and to become and remain the sole and
exclusive property of Grantee and its successors and assigns.

<PAGE>

     SUBJECT TO only those matters affecting title to the Land Estate and the
Improvements that are described on Exhibit B attached hereto and made a part
hereof.

     TO HAVE AND TO HOLD the Land Estate, and all privileges and appurtenances
thereto belonging, unto Grantee and its successors and assigns through and
including August 31, 2010 and to have and to hold the Improvements unto Grantee
and its successors and assigns forever.

     And Grantor covenants with Grantee that Grantor is seized of the Land
Estate and the Improvements, has the right to convey the same, that title
thereto is marketable and free and clear of all encumbrances except as herein
stated and that, except as herein stated, Grantor will warrant and defend the
title against the lawful claims of all persons claiming by, through or under
Grantor.

     IT BEING THE INTENT of Grantor and Grantee to convey to Grantee all of
Grantor's interest in the Premises and the Improvements [NOTE: ADDITIONAL
LANGUAGE TO BE INCLUDED IN THE EVENT CAROLINA - RELCO SELLS ITS REMAINDER
INTEREST TO GRANTEE PURSUANT TO SEPARATE AGREEMENT].

     The designation Grantor and Grantee as used herein shall include said
parties, their successors and assigns, and shall include singular, plural,
masculine, feminine or neuter as required by context.

                  [remainder of page intentionally left blank]

<PAGE>

     IN WITNESS WHEREOF, Grantor has caused this deed to be executed and its
seal to be hereto affixed and attested by its officers hereunto duly authorized,
as of the ____ day of _____________, 2002.


                                      GRANTOR:

                                      PREFCO FIVE LIMITED PARTNERSHIP, a
                                      Connecticut limited partnership

                                      By: Prefco V Holdings LLC, a Connecticut
                                          limited liability company, its general
                                          partner

                                          By: Harlow Aircraft Inc., sole member

                                              By:    ___________________________
                                                     Name:  ____________________
                                                     Title: ____________________

<PAGE>

STATE OF CONNECTICUT         )
                             : SS.:
COUNTY OF HARTFORD           )


          On the ___ day of _______________, 2002 before me, the undersigned, a
Notary Public in and for said State, personally appeared _______________, known
to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is/are subscribed to the within instrument and acknowledged that
he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.

                                          ______________________________________
                                          Notary Public

<PAGE>

                            EXHIBIT A TO EXHIBIT E-1

                 [legal descriptions to be attached at Closing]

<PAGE>

                            EXHIBIT B TO EXHIBIT E-1

              [to be added at Closing as set forth in Title Policy]




<PAGE>

                                   EXHIBIT E-2

                                                                [FLORIDA - LAND
                                                        ESTATE AND IMPROVEMENTS]

Prepared by and after recording                             Property No. _______
return to:                                                  Street Address:

____________________                                        ____________________
____________________                                        ____________________
____________________                                        ____________________
____________________

Property Appraiser's
Parcel Identification
Number: RE # __________

STATE OF FLORIDA                                       Grantee Tax ID # ________
COUNTY OF _____________

                              SPECIAL WARRANTY DEED

           (Estate for Years in Land and Fee Simple in Improvements)


     THIS INDENTURE is made as of the ____ day of ______________, 2002, from
PREFCO FIVE LIMITED PARTNERSHIP, a Connecticut limited partnership, successor in
interest to PREFCO V LIMITED PARTNERSHIP, a Connecticut limited partnership, the
address of which is c/o Pitney Bowes Credit Corporation, 27 Waterview Drive,
Shelton, Connecticut 06484 ("Grantor"), to AMERICAN FINANCIAL RESOURCE GROUP,
LLC, a Delaware limited liability company, having its principal place of
business at ________________________ ("Grantee").

     WITNESSETH that Grantor, for and in consideration of the sum or Ten and
00/100 Dollars ($10.00) in hand paid, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, hereby grants,
bargains, and conveys to Grantee an estate for years (the "Land Estate") in the
interest of Grantor in the following (a) that parcel or parcels of land situate,
lying, and being in the County of _____________________, State of Florida, more
particularly described in Exhibit A attached hereto and incorporated herein by
reference, (b) all right, title and interest of Grantor, if any, in and to all
streets and roads abutting the said parcel or parcels and (c) all easements,
privileges, tenements, hereditaments, and appurtenances belonging unto said
parcel or parcels or in anywise appertaining thereto (collectively, the
"Premises"), said estate for years to expire on August 31, 2010.

     TOGETHER WITH all of the interest of Grantor as the fee simple owner of,
in, and to all buildings and improvements now located on the Premises, whether
below or above grade

<PAGE>

level, and all easements, privileges, tenements, hereditaments, and
appurtenances belonging unto said buildings and improvements or in anywise
appertaining thereto (all such buildings and improvements being collectively
referred to as the "Improvements"), which are intended to be and remain real
property and to become and remain the sole and exclusive property of Grantee and
its successors and assigns.

     SUBJECT TO only those matters affecting title to the Land Estate and the
Improvements that are set forth on Exhibit B attached hereto and incorporated
herein by reference.

     TO HAVE AND TO HOLD the Land Estate and all privileges and appurtenances
thereto belonging, unto Grantee and its successors and assigns through and
including August 31, 2010 and to have and to hold the Improvements unto Grantee
and its successors and assigns forever.

     And Grantor covenants with Grantee that Grantor is seized of the Land
Estate and the Improvements, has the right to convey the same, that title
thereto is marketable, and Grantor does hereby specifically warrant the title to
the Land Estate and the Improvements and will defend the same against the lawful
claims of all person claiming by, through, or under Grantor, and no other.

     IT BEING THE INTENT of Grantor and Grantee to convey to Grantee an estate
for years in the Premises and fee simple title to the Improvements, [NOTE:
ADDITIONAL LANGUAGE TO BE INCLUDED IN THE EVENT CAROLINA - RELCO SELLS ITS
REMAINDER INTEREST TO GRANTEE PURSUANT TO SEPARATE AGREEMENT].

     The designations Grantor and Grantee as used herein shall include said
parties, their heirs, administrators, executors, successors, and assigns, and
shall include singular, plural, masculine, feminine, or neuter as required by
context.

                  [remainder of page intentionally left blank]

<PAGE>

     IN WITNESS WHEREOF, Grantor has caused this instrument to be executed in
its name by its duly authorized officers and caused its corporate seal to be
hereto affixed the day and year first above written.

                                    GRANTOR:

SIGNED AND SEALED IN                PREFCO FIVE LIMITED
THE PRESENCE OF:                    PARTNERSHIP, a Connecticut limited
                                    Partnership


____________________________

Name:_______________________        By:  Prefco V Holdings LLC, a Connecticut
          (Type or Print)                limited liability company, its general
                                         partner

Name:_______________________             By:  Harlow Aircraft Inc., sole member
          (Type or Print)
                                              By:  ____________________________
                                                   Name:_______________________
                                                   Title:______________________

                                                   [Affix Corporate seal]

<PAGE>

STATE OF CONNECTICUT          )
                              : SS.:
COUNTY OF HARTFORD            )


          On the ___ day of ___________, 2002 before me, the undersigned, a
Notary Public in and for said State, personally appeared _______________, known
to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is/are subscribed to the within instrument and acknowledged that
he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.


                                        _______________________________________
                                        Notary Public

<PAGE>

                            EXHIBIT A TO EXHIBIT E-2

                 [legal descriptions to be attached at Closing]

<PAGE>

                            EXHIBIT B TO EXHIBIT E-2

              [to be added at Closing as set forth in Title Policy]

<PAGE>

                                   EXHIBIT E-3

                                                          [GEORGIA - LAND ESTATE
                                                               AND IMPROVEMENTS]

                                                         Property Number:_______

                                                         Street Address:
                                                         __________________
                                                         __________________
                                                         __________________


Prepared by and after recording
Return to:


___________________
___________________
___________________
___________________

STATE OF GEORGIA
COUNTY OF ____________


                              LIMITED WARRANTY DEED
            (Estate for Years in Land and Fee Simple in Improvements)


     THIS INDENTURE is made the ___ day of ____________, 2002 between PREFCO
FIVE LIMITED PARTNERSHIP, a Connecticut limited partnership, successor in
interest to PREFCO V LIMITED PARTNERSHIP, a Connecticut limited partnership
("Grantor"), the address of which is c/o Pitney Bowes Credit Corporation, 27
Waterview Drive, Shelton, Connecticut 06484, to AMERICAN FINANCIAL RESOURCE
GROUP, LLC, a Delaware limited liability company ("Grantee"), having its
principal place of business at_____________________________________.

     WITNESSETH that: Grantor, for and in consideration of the sum of Ten and
00/100 Dollars ($10.00) in hand paid at and before the sealing and delivery of
these presents, the receipt and adequacy of which are hereby acknowledged, has
granted, bargained, sold, aliened, conveyed, and confirmed, and by these
presents does grant, bargain, sell, alien, convey, and confirm unto Grantee an
estate for years (the "Land Estate") in that parcel or parcels of land in ______
County, Georgia, more particularly described in Exhibit A attached hereto and
incorporated herein by reference and in Grantor's right, title, and interest, if
any, in and to all streets and roads abutting the said parcel or parcels and all
easements, privileges, tenements, hereditaments, and appurtenances belonging
unto said parcel or parcels or in anywise appertaining thereto (the "Premises"),
said Land Estate to expire

<PAGE>

on August 31, 2010.

     TOGETHER WITH all right, title, and interest of Grantor as the fee simple
owner of, in, and to all buildings and improvements now located on the Premises
and hereafter located or erected on the Premises in replacement of existing
buildings and improvements, whether below or above grade level, and all
easements, privileges, tenements, hereditaments, and appurtenances belonging
unto said buildings and improvements or in anywise appertaining thereto (all
such buildings and improvements being collectively referred to as the
"Improvements"), which are intended to be and remain real property and to become
and remain the sole and exclusive property of Grantee and its successors and
assigns.

     SUBJECT TO only those matters affecting title to the Land Estate and the
Improvements that are set forth on Exhibit B attached hereto and incorporated
herein by reference.

     TO HAVE AND TO HOLD the Land Estate, with all and singular the rights,
members, privileges, and appurtenances thereof, to the same being, belonging, or
in anywise appertaining, to the only proper use, benefit, and behoof of Grantee
through and including August 31, 2010; and to have and to hold the Improvements,
with all and singular the rights, members, and appurtenances thereof, to the
same being, belonging, or in anyway appertaining, to the only proper use,
benefit, and behoof of Grantee forever in FEE SIMPLE.

     And Grantor covenants with Grantee that Grantor is seized of the Land
Estate and the Improvements, has the right to convey the same, title thereto is
marketable, Grantor has done nothing to impair such title as Grantor received,
and Grantor, except as herein stated, will warrant and forever defend the right
and title to the Land Estate and the Improvements unto Grantee against the
claims of all persons owning, holding, or claiming by, through, or under
Grantor.

     IT BEING THE INTENT of Grantor and Grantee to convey to Grantee the Land
Estate and the fee simple title in the Improvements [NOTE: ADDITIONAL LANGUAGE
TO BE INCLUDED IN THE EVENT CAROLINA - RELCO SELLS ITS REMAINDER INTEREST TO
GRANTEE PURSUANT TO SEPARATE AGREEMENT].

     The designations Grantor and Grantee as used herein shall include said
parties, their heirs, administrators, executors, successors, and assigns, and
shall include singular, plural, masculine, feminine, or neuter as required by
context.

                  [remainder of page intentionally left blank]

<PAGE>

     IN WITNESS WHEREOF, Grantor, by its duly authorized officers, has signed
and sealed this deed the day and year above written.

Signed, sealed, and                     GRANTOR:
delivered this _____ day
of ___________, 2002                    PREFCO FIVE LIMITED
                                        PARTNERSHIP, a Connecticut limited
                                        partnership



____________________

Unofficial Witness                      By:  Prefco V Holdings LLC, a
                                             Connecticut limited liability
                                             company, its general partner

____________________
Notary Public                                By:  Harlow Aircraft Inc., sole
                                                  member
[Notarial Stamp or Seal]
                                                  By:  _______________________
                                                       Name:__________________
                                                       Title:_________________

My commission expires:                            Attest:_____________________
                                                         Name:________________
                                                         Title:_______________

____________________
                                                  [Affix Corporate Seal]

<PAGE>

STATE OF CONNECTICUT         )
                             : SS.:
COUNTY OF HARTFORD           )


          On the ___ day of _______________, 2002 before me, the undersigned, a
Notary Public in and for said State, personally appeared _______________, known
to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is/are subscribed to the within instrument and acknowledged that
he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.


                                             ___________________________________
                                             Notary Public

<PAGE>

                            EXHIBIT A TO EXHIBIT E-3

                 [legal descriptions to be attached at Closing]

<PAGE>

                            EXHIBIT B TO EXHIBIT E-3

              [to be added at Closing as set forth in Title Policy]

<PAGE>

                                    EXHIBIT F


                       ASSIGNMENT AND ASSUMPTION AGREEMENT

          THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is made
and effective as of this ______ day of ___________, 2002 (the "Closing Date"),
between PREFCO FIVE LIMITED PARTNERSHIP, a Connecticut limited partnership
(successor in interest to PREFCO V Limited Partnership ("Assignor")), and
AMERICAN FINANCIAL RESOURCE GROUP, LLC, a ______________ limited liability
company ("Assignee").

                               W I T N E S S E T H

          WHEREAS, Prefco is the owner (i) of an estate for years (the "Estate
for Years") expiring on August 31, 2010 (the "Estate for Years Expiration Date")
in those certain parcels of land more particularly described in Exhibits A-1
through A-85 annexed hereto and made a part hereof (the "Land"), and (ii) in fee
of (a) all buildings, improvements and structures now or hereafter located on
the Land (the "Improvements") and (b) certain equipment and fixtures attached
thereto (the Estate for Years, Option Rights (defined below), Improvements,
equipment, and fixtures are hereinafter collectively referred to as the
"Property"); and

          WHEREAS, Carolina-Relco Limited Partnership, a Connecticut limited
partnership ("Remainderman"), is the fee owner of the Land, subject to the
Estate for Years; and

          WHEREAS, Assignor has options, pursuant to the Option and
Subordination Agreement (the "Option Agreement") dated as of July 31, 1990,
between Assignor, as optionee, and Remainderman, as optionor, including without
limitation (i) the option to lease the Land for a period beyond the Estate for
Years Expiration Date, (ii) the option to purchase the Land, and (iii) the
option to refinance the Property (which options are together called the "Option
Rights"); and

          WHEREAS, the Land and the Improvements are subject to the terms and
conditions of that certain lease (the "Lease") between Assignor, as landlord,
and First Union Corporation and First Union National Bank, successor in interest
by merger or otherwise to First Union National Bank of North Carolina, First
Union National Bank of Georgia, and First Union National Bank of Florida, as
tenant ("Lessee"), as more fully described in Exhibit B annexed hereto and made
a part hereof; and

          WHEREAS, Assignor, Remainderman and Lessee are parties to that certain
agreement (the "Tripartite Agreement") dated as of July 31, 1990 setting forth
the understanding among the parties with respect to certain rights of the lessee
under the Lease relating to the purchase of the Property and the Land and
certain other matters; and

          WHEREAS, pursuant to the terms and conditions of the Purchase and Sale
Agreement dated as of ___________________, 2002, between Assignor and Assignee,
Assignor has agreed to assign to Assignee all of its right, title and interest
in, to and under the Option

<PAGE>

Agreement, the Lease and the Tripartite Agreement (collectively, the "Operative
Documents") upon the terms and conditions hereof; and

          WHEREAS, Assignee desires to assume all of Assignor's obligations
under the Operative Documents arising on and after on the Closing Date upon the
terms and conditions hereof.

          NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00), the
mutual covenants and agreements hereinafter set forth and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

          1. Assignor hereby assigns, transfers and sets over to Assignee all of
its right, title and interest in, to and under the Operative Documents upon the
terms and conditions herein set forth, to have and to hold the same unto
Assignee, its successors and assigns, forever, subject to all of the terms,
covenants and conditions of the Operative Documents.

          2. Assignee hereby accepts the assignment of Assignor's right, title
and interest in, to and under the Operative Documents upon the terms and
conditions herein set forth and hereby assumes and shall fully punctually pay
and perform and observe all of the terms, covenants and conditions of the
Operative Documents by Assignor arising from and after the Closing Date.

          3. Assignor shall indemnify and hold harmless Assignee from and
against any and all claims, liabilities, obligations, costs and expenses,
including, without limitation, reasonable attorneys' fees, which arise out of
the Operative Documents and relate to the period prior to the Closing Date.
Assignee shall indemnify and hold harmless Assignor from and against any and all
claims, liabilities, obligations, costs and expenses, including, without
limitation, reasonable attorneys, fees, which arise out of the Operative
Documents and relate to the period on or after the Closing Date.

          4. This Assignment may be amended at any time by Assignor and Assignee
but only by an instrument in writing signed by Assignor and Assignee.

          5. This Assignment shall be binding upon and inure to the benefit of
Assignor and Assignee and their respective successors and assigns.

          6. This Assignment may be executed in two or more counterparts, all of
which shall be considered one and the same Assignment.

          7. This Assignment shall be governed and construed in accordance with
the laws of the State of Nebraska, without regard to any applicable principles
of conflicts of laws.

                            [signature pages follow]

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be signed by their respective officers thereunto duly authorized as of the date
first written above.

                                ASSIGNOR:

                                PREFCO FIVE LIMITED PARTNERSHIP, a
                                Connecticut limited partnership

                                     By:  Prefco V Holdings LLC, a Connecticut
                                          limited liability company, its
                                          general partner

                                          By:  Harlow Aircraft Inc., sole member

                                               By:  ____________________________
                                                    Name:_______________________
                                                    Title:______________________

<PAGE>

                                         ASSIGNEE:

                                         AMERICAN FINANCIAL RESOURCE GROUP, LLC,
                                         a Delaware limited liability company

                                                By:  ___________________________
                                                     Name:______________________
                                                     Title:_____________________

<PAGE>

STATE OF CONNECTICUT         )
                             : SS.:
COUNTY OF HARTFORD           )


          On the ___ day of______________ , 2002 before me, the undersigned, a
Notary Public in and for said State, personally appeared _______________, known
to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is/are subscribed to the within instrument and acknowledged that
he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.


                                                ________________________________
                                                Notary Public

<PAGE>

                                 ACKNOWLEDGEMENT

                [insert appropriate acknowledgement for assignee]