AGREEMENT OF SALE


     THIS AGREEMENT OF SALE (the  "Agreement") is made this 20th day of October,
2003, by and between BRANDY PARTNERS, a Pennsylvania  limited  partnership,  908
Sheridan Drive, West Chester, Pennsylvania 19380 (the "Seller") and, SPITZ, INC.
(the "Purchaser").

                              W I T N E S S E T H:

     1. THE PREMISES.  Seller agrees to sell,  and Purchaser  agrees to purchase
from Seller,  subject to the terms and  conditions of this  Agreement,  the real
property and improvements owned by Seller consisting of approximately  16.73"+/-
acres and a 47,496"+/-  square foot  commercial  building,  located on the north
side of Baltimore  Pike,  Chadds Ford,  Chadds Ford Township,  Delaware  County,
Pennsylvania, being Folio No. 04-00-00034-02 (the "Premises").

     2. WARRANTY OF OWNERSHIP.  Seller  represents and warrants to the Purchaser
that Seller is the record owner in fee simple of the Premises.

     3. PURCHASE PRICE.

          A. The purchase  price for the  acquisition  of the Premises  shall be
     Three Million Two Hundred Thousand  ($3,200,000.00)  Dollars (the "Purchase
     Price").

          B. The Purchase  Price for the Premises  shall be payable by Purchaser
     according to the following schedule:

               (1) Upon  execution  of this  Agreement,  the sum of One  Hundred
          Thousand  ($100,000.00) Dollars (the "Deposit Money") shall be paid by
          Purchaser in cash or by certified or cashiers check, to be held by the
          Escrow Agent, as hereinafter  defined,  in accordance with the laws of
          the Commonwealth of Pennsylvania and the provisions of this Agreement.

               (2) At  Settlement,  Purchaser  shall  pay  to  Seller  in  cash,
          certified  or  cashier's  check the  remaining  amount of the Purchase
          Price.

     4. DEPOSIT.

          A. The Deposit Money together with all interest accruing thereon shall
     be  held  by  CB  Richard   Ellis,   Inc.   (the  "Escrow   Agent")  in  an
     interest-bearing  escrow  account,  and such Deposit  Money and all accrued
     interest thereon shall be applied against the Purchase Price at the time of
     Settlement.  In the  event of the  termination  of this  Agreement  for any
     reason other than Purchaser's default hereunder,  the Deposit Money and all
     accrued  interest  thereon  shall be returned to Purchaser  within five (5)
     business days, and this Agreement shall be sufficient warrant to the Escrow
     Agent.
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          B. In the event  Escrow  Agent  shall be in doubt as to its  duties or
     obligations  with regard to the Deposit  Money,  Escrow  Agent shall not be
     required  to disburse  same and may,  at its option,  continue to hold same
     until both Purchaser and Seller agree as to its disposition, or until final
     judgment  is entered by a court of  competent  jurisdiction  directing  its
     disposition, or Escrow Agent may place the Deposit Money in the registry of
     a court of competent  jurisdiction and file an action in  interpleader,  in
     which case Escrow Agent shall  thereupon be released of all  liability  for
     holding  Deposit Money.  Purchaser and Seller shall pay all costs and legal
     fees of Escrow Agent in connection  with such action in  interpleader or in
     connection with any action instituted by either Purchaser or Seller related
     to said  Deposit  Money.  Except  for  willful  breach of the terms of this
     Agreement  or gross  negligence,  Escrow  Agent  shall not be liable to any
     person  whomsoever  for  misdelivery  or other error in the handling of the
     Deposit Money.

     5. CONDITION OF TITLE.

          A. The title shall be good and  marketable and such as will be insured
     by a reputable title  insurance  company in the  Southeastern  Pennsylvania
     area at its  regular  rates,  in fee  simple,  free and clear of all liens,
     encumbrances,   restrictions,   leases,   tenancies  and  title  objections
     whatsoever, except for the Permitted Encumbrances (as defined below).

          B.   Purchaser   shall  order  a  Commitment   to  Insure  Title  (the
     "Commitment")  for the Premises and shall send a copy of the  Commitment to
     Seller within twenty (20) days after the Effective Date of this  Agreement,
     together with a list of all title  objections,  exceptions and encumbrances
     disclosed in the Commitment which interfere with  Purchaser's  proposed use
     of the  Premises  and which  are  unacceptable  to  Purchaser  (the  "Title
     Defects");   all  other  title  exceptions  and  objections  shown  on  the
     Commitment  and  not  identified  as  unacceptable  by  Purchaser  are  the
     "Permitted  Encumbrances".  Seller shall have ten (10) days  following  the
     date of the  receipt of the  Commitment  to notify  Purchaser  of  Seller's
     unwillingness  or  inability  to  deliver  the  title  subject  only to the
     Permitted  Encumbrances  (the  "Seller's  Notification"),  in which  event,
     Purchaser shall have the option to either accept such title to the Premises
     as Seller can provide or to terminate  this  Agreement and have all Deposit
     Monies and all interest  earned thereon  returned to Purchaser.  Failure by
     Seller to notify  Purchaser  of  Seller's  inability  or  unwillingness  to
     deliver title to the Premises  subject only to the  Permitted  Encumbrances
     within such ten (10) day period  shall  constitute  Seller's  agreement  to
     deliver  title at Settlement  subject only to the  Permitted  Encumbrances.
     Nothing herein shall be construed to preclude the parties from extending in
     writing the date by which such Commitment or Seller's  Notification must be
     given.

          C. In the event the Seller is unable to convey  title to the  Premises
     as aforesaid at the time of Settlement, the Purchaser shall have the option
     of taking  such  title as the  Seller  can give  without  abatement  of the
     Purchase  Price or of having  the  Deposit  Money and all  interest  earned


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<PAGE>

     thereon paid to the  Purchaser  together with any title  cancellation  fees
     which  Purchaser may incur;  in such latter  event,  this  Agreement  shall
     become null and void and there shall be no further  liability  on either of
     the parties hereto.

          D. Seller agrees not to  voluntarily  further alter or encumber in any
     way  title to the  Premises  after  the  Effective  Date of this  Agreement
     without the express  written  consent of Purchaser.  Purchaser shall have a
     continuing  right to examine  title to all or any portion of the  Premises,
     and Seller  shall,  within  ten (10) days of notice  from  Purchaser,  cure
     and/or  satisfy,  at Seller's  expense,  any  additional  encumbrances  not
     previously  approved by Purchaser and as to which Purchaser gives notice to
     Seller. If Seller fails to do so, Purchaser shall have the option of taking
     such title as the Seller can give without  abatement of the Purchase  Price
     or of having the Deposit  Money and all  interest  earned  thereon  paid to
     Purchaser, in which latter event, this Agreement shall be null and void and
     all parties shall be released of further liability hereunder.

                  6.       SETTLEMENT.

          A.  Settlement  for the  Premises  shall be held on or before ten (10)
     business  days  after  the  expiration  of the  Due  Diligence  Period,  as
     hereinafter  defined,  provided  that  Purchaser  has not  terminated  this
     Agreement  in  accordance  with  the  provisions  of  this  Agreement  (the
     "Settlement").  Conveyance  of the  Premises  shall  be  made  by a deed of
     special  warranty  executed  by  Seller  (the  "Deed").  Possession  of the
     Premises is to be delivered by Seller to  Purchaser at  Settlement  free of
     all  debris and not  subject to any  lease(s),  excepting  a certain  lease
     between Seller and Spitz,  Inc. dated June 1, 1986, as amended November 30,
     1987, as amended October 31,1992 and as further amended April 24, 1998 (the
     "Spitz  Lease").  Formal  tender of the Deed and  purchase  money is hereby
     waived. Time is of the essence.

     7. APPORTIONMENTS; TRANSFER TAXES, ETC.

          A. At the time of  Settlement,  real  estate  taxes,  water  and sewer
     charges,  rents and other income and expenses of the Premises,  if any, and
     all other apportionable  charges shall be apportioned between Purchaser and
     Seller  as of the date of  Settlement,  and such  apportionments  are to be
     based on the period for which taxes or other  charges are  assessed and due
     and  payable.  All real  estate  transfer  taxes  shall be divided  equally
     between Purchaser and Seller.

          B. In the  event  that all or any  portion  of the  Premises  has been
     granted  tax  relief,  including,  without  limitation,  by  reason  of the
     Pennsylvania  Farm Land and Forest Land Assessment Act of 1974, as amended,
     72 Pa. C.S.A. S5490.1, et seq., as amended, or Act 515, as amended, 16 P.S.
     S11941, et seq., as amended, Seller shall be responsible for the payment of
     and  shall  deposit  in  escrow  with  the  title  company  at the  time of
     Settlement,  the  estimated  pro-rata  portion  of  all  taxes,  penalties,
     interest and related costs assessed or to be assessed  against the Premises
     due to termination of such relief, before or after Settlement, attributable
     to any time period prior to the  conveyance  of the Premises to  Purchaser.
     The provisions hereof shall survive Settlement under this Agreement.

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<PAGE>

     8. RISK OF LOSS.

          A. Seller shall maintain the Premises  (including all items  mentioned
     in paragraph 8 herein) and any  personal  property  specifically  scheduled
     herein in its present condition, normal wear and tear excepted.

          B. Seller shall bear risk of loss from fire or other  casualties until
     time of settlement.

          C. If all or any material part of the Premises is destroyed or damaged
     prior to  Settlement,  Seller shall deliver  written notice to Purchaser of
     such damage or destruction and of Seller's  insurance  coverage.  Purchaser
     shall  elect  within  thirty  (30)  days  of  receipt  of such  notice,  by
     delivering  written  notice  to  Seller,  either  (a) not to  purchase  the
     Premises,  in which  event the  Deposit  Money  together  with all  accrued
     thereon shall be refunded to Purchaser and the parties shall be relieved of
     any  further  obligations  hereunder;  or  (b)  to  close  the  transaction
     contemplated  hereunder, in which case Seller shall assign to Purchaser all
     of the Seller's rights,  title and interest in any insurance  proceeds paid
     or payable to Seller in  connection  with such  damage or  destruction.  If
     Purchaser  does not so  notify  Seller,  Purchaser  shall be deemed to have
     elected to close the  transaction  contemplated  hereby in accordance  with
     clause (b) of this Section.

     9. ITEMS  INCLUDED IN SALE;  CONDITION OF PREMISES.  All trees,  shrubbery,
plants, and topsoil, buildings and improvements now in or on the Premises are to
become the  property of the  Purchaser  and are  included  in the sale.  Without
Purchaser's  prior consent,  Seller shall not remove any of the foregoing items,
engage  in any  excavation  or  construction  upon  the  Premises,  deposit  any
materials of any kind upon the  Premises,  or in any way change the character of
the Premises prior to Settlement.

     10. STUDIES BY PURCHASER/ACCESS TO PREMISES.

          A. For a period of thirty (30) days after the  Effective  Date of this
     Agreement (the "Due Diligence  Period"),  Purchaser shall have the right to
     conduct,  update  and/or  secure  a  Phase  I  environmental  study  from a
     qualified   environmental   consultant   satisfactory   to  Purchaser,   in
     Purchaser's  sole   discretion,   with  respect  to  the  Premises  or  the
     Purchaser's  contemplated  use thereof.  Purchaser  shall have the right to
     terminate this Agreement, if Purchaser, in Purchaser's sole discretion,  is
     dissatisfied  with any of the reports,  studies,  etc. by providing  Seller
     written  notice of Purchaser's  intent to terminate,  which notice shall be
     provided  in  writing  to  Seller on or before  the  expiration  of the Due
     Diligence Period.

          B. Purchaser and the Purchaser's representatives shall be given access
     to the  Premises  by the Seller at such  reasonable  times and from time to
     time,  on not less than twenty four (24) hours prior  notice to Seller,  as
     the Purchaser may desire to make inspections,  tests, surveys,  borings and


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<PAGE>

     studies  as to  the  contemplated  use of the  Premises  by the  Purchaser;
     provided,  however,  that the  Purchaser  shall restore the Premises to its
     prior condition upon completion of such inspections,  tests, surveys, etc.,
     and hold the Seller  harmless from any and all mechanics'  liens or similar
     charges  which may  affect  the  Premises  as a  consequence  of such work.
     Purchaser shall indemnify Seller from any claim, loss, liability or damage,
     including  reasonable  attorney's  fees and litigation  costs  resulting or
     arising  from  Purchaser's  use of or access  to the  Premises  under  this
     paragraph,  and shall,  on request of Seller,  provide Seller with proof of
     insurance  certifying  that Purchaser is insured against such liability and
     naming Seller as an additional insured.

     11. HAZARDOUS WASTE WARRANTY.

          A. Seller hereby represents and warrants to Purchaser that to the best
     of Seller's knowledge, without independent investigation, the Premises does
     not  contain  Contamination,  as  hereinafter  defined.  Contamination  for
     purposes of this paragraph shall mean the presence of hazardous  substances
     or hazardous  wastes at the Premises,  or arising from the Premises,  which
     may require  remediation under any applicable  Federal or State law, or any
     other federal,  state or local  governmental law, ordinance or regulations.
     In making this warranty and  representation,  Seller has considered,  inter
     alia, all such hazardous  substances as are the subject of regulation under
     the Comprehensive Environmental Response, Compensation and Liability Act of
     1980, 42 U.S.C.  S9601 et seq., as amended by the Superfund  Amendments and
     Reauthorization  Act of 1986, Pub. L. No. 99-499,  100 Stat. 1613 (Oct. 17,
     1986),  "regulated  substances"  within the  meaning  of  subtitle I of the
     Resource  Conservation  and Recovery  Act, 42 U.S.C.  S6991-6991i  et seq.,
     amended  through Oct. 24, 1992, as amended by the Superfund  Amendments and
     Reauthorization  Act of 1986, Pub. L. No. 99-499,  100 Stat. 1613 (Oct. 17,
     1986),  and  "hazardous  wastes" as defined  pursuant to Section 103 of the
     Pennsylvania  Solid Waste  Management Act, Pa. 35 P.S.  S6018.103,  and the
     Pennsylvania  Hazardous Sites Clean-Up Act, 35 P.S.  S6020.102 to .1305, or
     any other  substances  which may be the  subject of  liability  pursuant to
     Section 316 or 401 of the Pennsylvania Clean Streams Law, 35 P.S. S691.1 to
     .1001, or any subsequent amendments to any of the foregoing statutes.

          B. Seller represents that Seller has no reason to know or suspect that
     any such  substances  are  present on the  Premises,  whether by reason of:
     odors emanating from the water or ground; discoloration of soil or water on
     or under the Premises;  the existence of any tanks or containers visible in
     whole or part above or below the  ground,  the past or present  contents of
     which are  unidentified or have been identified as hazardous;  or any other
     facts or circumstances whatsoever.  Seller hereby agrees to fully cooperate
     with Purchaser in any site investigations  conducted on behalf of Purchaser
     prior to Settlement.

     12. ADDITIONAL  REPRESENTATIONS AND WARRANTIES OF SELLER.  Seller, in order
to induce Purchaser to enter into this Agreement and to complete the purchase of
the Premises hereunder, represents and warrants to Purchaser that to the best of
Seller's knowledge:

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<PAGE>

          A.  Disclaimer  of  Warranties.  Purchaser  hereby  acknowledges  that
     Purchaser has had, pursuant to this Agreement,  an adequate  opportunity to
     make  such  legal,  factual  and  other  inquiries  and  investigations  as
     Purchaser  deems  necessary,  desirable or appropriate  with respect to the
     Premises. Such inquiries and investigations of Purchaser shall be deemed to
     include,  but shall not be  limited  to,  the  physical  components  of all
     portions of the  Premises,  such state of facts as an  accurate  survey and
     inspection   would  show,   the  present  and  future  zoning   ordinances,
     resolutions  and  regulations of the township and county where the Premises
     is located,  the environmental  condition of the Premises and the value and
     marketability of the Premises.  Purchaser hereby acknowledges that it shall
     not be  entitled  to and  should not rely on Seller or its agents as to (i)
     the  quality,  nature,  adequacy or  physical  condition  of the  Premises,
     including,  but not limited to the structural elements,  foundation,  roof,
     appurtenances,  access, landscaping,  parking facilities or the electrical,
     mechanical, HVAC, plumbing, sewage, water or utility systems, facilities or
     appliances at the Premises, if any; (ii) the quality,  nature,  adequacy or
     physical  condition  of soils,  subsurface  support or ground  water at the
     Premises;  (iii) the  existence,  quality,  nature,  adequacy  or  physical
     condition of any utilities  serving the Premises,  or access thereto;  (iv)
     the   development   potential   of   the   Premises,    its   habitability,
     merchantability or fitness, suitability or adequacy of the Premises for any
     particular  purpose;  (v) the  zoning  classification,  use or other  legal
     status of the Premises;  (vi) the Premises' or its  operations'  compliance
     with  any  applicable  codes,  laws,  regulations,   statutes,  ordinances,
     covenants,   setback  requirements,   conditions  or  restrictions  of  any
     governmental  or  quasi-governmental  entity or any other person or entity.
     Except  as  otherwise  expressly  set  forth in this  Agreement,  Purchaser
     acknowledges that Seller has not, does not and will not make any warranties
     or  representations,  express or implied,  or arising by  operation of law,
     including but not limited to, any warranty of  condition,  merchantability,
     habitability or fitness for a particular use, or with respect to the value,
     profitability  or  marketability  of  the  Premises.  Except  as  otherwise
     expressly set forth in this Agreement,  Purchaser  acknowledges that Seller
     has not,  does not and will not make any  representation  or warranty  with
     regard  to past,  present  or  future  compliance  with  any  environmental
     protection,  pollution  or land use  laws,  rules,  regulations,  orders or
     requirements,  including  but  not  limited  to  those  pertaining  to  the
     handling,  generating,  treating,  storing or  disposing  of any  hazardous
     waste,  material or substance.  Except as otherwise  expressly set forth in
     this  Agreement,  Purchaser  represents,  warrants and  acknowledges to and
     agrees with Seller,  that  Purchaser is purchasing the Premises in an as-is
     condition  with all faults  and  specifically  and  expressly  without  any
     warranties,  representations or guarantees,  either express or implied,  of
     any kind, nature or type whatsoever from or on behalf of Seller.

          B. To the best of Seller's  knowledge,  there are no violations of any
     federal,  state, county or municipal law, ordinance,  order,  regulation or
     requirement affecting any portion of the Premises, and no written notice of
     any such violation has been issued by any governmental authority.  There is
     no action,  suit or proceeding  pending or threatened  against or affecting
     Seller or the Premises or any portion thereof or relating to or arising out
     of the  ownership of the  Premises,  in any court or before by any federal,
     state, county or municipal department,  commission, board, bureau or agency
     or other governmental  instrumentality.  To its knowledge, no ordinance has


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     been enacted  authorizing  or  requiring  new public  improvements.  Seller
     agrees to comply with all notices  affecting the Premises issued or enacted
     between the Effective Date of this Agreement and the date of Settlement.

          C.  Seller  has not  received  any  notice or  communication  that the
     Premises  is or will be the  subject of  condemnation  proceedings.  In the
     event that any notice or communication  respecting condemnation is received
     by the Seller after the date of this  Agreement,  the Seller shall promptly
     notify the Purchaser in writing,  and the Purchaser  shall have the option,
     exercisable  within  thirty (30) days after the receipt of such notice from
     Seller,  of proceeding  hereunder or of having the Deposit  Money  together
     with all  accrued  interest  returned to the  Purchaser,  and in the latter
     event,  this  Agreement  shall  become  null and void and there shall be no
     further  liability  on either of the parties  hereto.  If  Purchaser  makes
     Settlement, the Seller shall give the Purchaser full opportunity,  with the
     cooperation of the Seller,  but at  Purchaser's  sole cost, to contest such
     governmental  action or to initiate or participate  in such  proceedings as
     the  Purchaser may deem  necessary or desirable to protect the  Purchaser's
     interests,  and (provided that Settlement takes place hereunder) the entire
     condemnation  proceeds or award  allocable to the Premises shall belong and
     be paid to the  Purchaser,  without any claim thereto being asserted by the
     Seller.

          D. Seller has made, and prior to Settlement hereunder will continue to
     make as appropriate,  full disclosure to Purchaser of all facts, conditions
     and obligations, oral and written, relating to the Premises on the subjects
     covered  in this  Agreement  and  Seller  acknowledges  that  Purchaser  is
     entering into this Agreement in reliance on full disclosure by Seller.

          E. There is no action, suit or proceeding pending or, to the knowledge
     of Seller,  threatened  against the  Premises or any  portion  thereof,  or
     relating or arising out of the  ownership,  management  or operation of the
     Premises,  in any court or before any federal,  state or local  department,
     commission,  board, bureau or agency or other governmental  instrumentality
     which could, if adversely  decided,  have any adverse effect on Purchaser's
     acquisition or proposed development of the Premises.

          F. The  representatives  of Seller who have executed this Agreement on
     behalf of Seller hereby warrant and confirm that they have the authority to
     execute this Agreement on behalf of Seller.

     13. DEFAULT.  In the event of the failure by the Purchaser or the Seller to
comply with the terms of this Agreement, the non-defaulting party shall give the
defaulting  party a written notice of default which shall provide a fifteen (15)
day cure period.  In the event that a default is not cured within the applicable
cure period, if any, the non-defaulting  party shall have the following remedies
available at law or equity:

          A. Purchaser's  Default.  If Purchaser fails to complete Settlement on
     or  before  the date for  Settlement  provided  for  herein,  or  otherwise
     defaults in any of the terms and conditions of this Agreement, including in


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     any way  interfering  with the Spitz Lease,  the Deposit  Money may, at the
     option  of  Seller,  be  retained  by the  Seller:  (i) on  account  of the
     purchase, or (ii) as monies to be applied to the Seller's damages, or (iii)
     as liquidated  damages for such breach, as the Seller may elect, and in the
     event that the  Seller  elects to retain the  Deposit  Money as  liquidated
     damages,  Seller shall be released  from all liability or  obligations  and
     this  Agreement  shall be NULL AND VOID and all copies  will be returned to
     the Seller's Agent for cancellation.

          B. Seller's Default. In the event of Seller default under the terms of
     this  Agreement,  or if title  is not as  agreed,  then in any such  event,
     Purchaser shall have the option of (1) completing Settlement subject to any
     such defect in title or violation  that may exist without  abatement of the
     Purchase  Price;  or (2) suing  Seller  for  specific  performance;  or (3)
     terminating  this  Agreement,  in which latter event all executed  original
     copies of this  Agreement in  Purchaser's  possession  shall be returned to
     Seller,  and all Deposit Monies paid on account hereof shall be refunded to
     Purchaser,  and Seller shall reimburse  Purchaser for the reasonable  costs
     expended by Purchaser for a title search,  whereupon this  Agreement  shall
     become  null and void and neither  party  shall have any further  liability
     hereunder.

     14.  NOTICES.  All notices,  requests and other  communications  under this
Agreement  shall be in writing and shall be  delivered in person or given by (i)
registered or certified  mail,  return  receipt  requested,  or (ii)  recognized
overnight  delivery service  providing  positive tracking of items (for example,
Federal Express),  addressed as follows or to such other address of which Seller
or Purchaser shall have given notice as herein provided:

                           If intended for Seller:

                           Brandy Partners
                           908 Sheridan Drive
                           West Chester, Pennsylvania  19380

                           With a copy to:

                           John A. Featherman, III, Esquire
                           MacELREE HARVEY
                           17 West Miner Street
                           West Chester, Pennsylvania  19382

                           If intended for Purchaser:

                           Spitz, Inc.
                           P.O. Box 198
                           Route 1
                           Chadds Ford, PA  19317
                           Attn: Paul L. Dailey, EVP/CFO

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<PAGE>

                           With a copy to:

                           Steven G. Brown, Esquire
                           Petrikin, Wellman, Damico, Brown & Petrosa
                           109 Chesley Drive
                           Media, PA  19063

Such notice shall be deemed to be given when received if delivered personally or
two (2) business  days after the date mailed if sent by certified or  registered
mail,  return  receipt  requested  or one (1) day after  deposited  with Federal
Express or other  nationally  recognized  overnight  courier service in time for
next day delivery,  provided such next day delivery is not a Saturday, Sunday or
holiday.  Any  notice of any change in such  address  shall also be given in the
manner set forth above. Whenever the giving of notice is required, the giving of
such  notice  may be waived in  writing by the party  entitled  to receive  such
notice. All such notices,  requests and other  communications shall be deemed to
have been  sufficiently  given for all purposes  hereof only upon receipt by the
party to whom such notice is sent.

     15. BROKERS.

          A. CB Richard Ellis,  Inc. has acted as broker for Seller  ("Broker").
     Broker  shall be paid a total  commission  by Seller  equal to four percent
     (4%) of the gross sales price of the Premises, at Settlement.  If Purchaser
     defaults,  Seller shall pay Broker twenty five percent (25%) of the Deposit
     Money received on account of the Purchase Price.  Seller's  representatives
     are  authorized and directed to deduct such amount from the proceeds of the
     sale and to pay the same to the Broker at the time of Settlement.

          B.  Purchaser and Seller each  represent and warrant to the other that
     each party has not, except for Broker, dealt with a broker, agent or finder
     in connection with this transaction,  and Purchaser and Seller covenant and
     agree,  each to the other,  to indemnify and hold each other  harmless from
     any and all losses, damages, costs and expenses, including, but not limited
     to, attorney's fees and court costs that may be incurred or suffered by the
     indemnitee  because  of any  claim  for  any  fee,  commission  or  similar
     compensation  with  respect  to this  transaction  made by any  indemnitor,
     whether or not such claim is meritorious.

     16.  DEPOSIT  AND  RECOVERY  FUND.  There  has been  established  under the
Pennsylvania  Real Estate Licensing and Registration Act, a Real Estate Recovery
Fund, the purpose of which,  subject to the provisions of the Act, is to provide
a  fund  for  the  payment  to  aggrieved   parties   under  grounds  of  fraud,
misrepresentation or deceit in connection with a transaction for which a license
is required under the Act. Questions  concerning such fund should be directed to
the Real Estate Commission whose number is 717.783.3658.

                                       9
<PAGE>

     17. MISCELLANEOUS.

          A. The parties  hereto  agree to comply with all  applicable  federal,
     state and local laws,  regulations,  codes,  ordinances and  administrative
     orders having jurisdiction over the parties, property or the subject matter
     of this Agreement, including, but not limited to, the 1964 Civil Rights Act
     and all  amendments  thereto,  the Foreign  Investment in Real Property Tax
     Act, the Comprehensive  Environmental  Response  Compensation and Liability
     Act, and the Americans With Disabilities Act.

          B. The Foreign Investment in Real Property Tax Act (FIRPTA), IRC 1445,
     requires that every  purchaser of United States real property must,  unless
     an  exemption  applies,  deduct and  withhold  from  Seller's  proceeds ten
     percent (10%) of the gross sales price. The primary  exemptions which might
     be applicable are (1) Seller  provides  Purchaser  with an affidavit  under
     penalty of  perjury  that  Seller is not a  "foreign  person" as defined in
     FIRPTA,  or (2)  Seller  and  Purchaser  agree to  execute  and  deliver as
     appropriate,  any instrument  affidavit and  statement,  and to perform any
     acts  reasonably  necessary  to carry  out the  provisions  of  FIRPTA  and
     regulations promulgated  thereunder.  Seller shall provide Purchaser with a
     non-foreign person affidavit.

          C. Except for the Seller's  representations in paragraph 12.A. of this
     Agreement,  none of the  representations  and warranties  contained in this
     Agreement shall survive Settlement.

          D. In the event that for any reason one or more of the  provisions  of
     this Agreement or their application to any person or circumstances shall be
     held to be  invalid,  illegal,  or  unenforceable  in any respect or to any
     extent,   such  provisions  shall  nevertheless  remain  valid,  legal  and
     enforceable in all other respects and to such extent as may be permissible.
     In addition, any such invalidity,  illegality or unenforceability shall not
     affect any other provisions of this Agreement,  but this Agreement shall be
     construed as if such invalid,  illegal or unenforceable provision had never
     been contained herein.

          E. At the time of  Settlement,  Seller shall assign the Spitz Lease to
     Purchaser and will transfer any security deposit held under the Spitz Lease
     to the Purchaser.

     18.  ZONING.  Seller  represents  to  Purchaser  that the Premises is zoned
Commercial.

     19.  NOMINEE OR  ASSIGNEE.  Seller  agrees  that the  following  persons or
entities may be nominated as a Purchaser hereunder,  and that this Agreement may
be assigned to any  corporation,  partnership  or other  entity  which is either
wholly  owned by  Purchaser  or in which  Purchaser's  majority  or  controlling
interest holders maintain or own a majority interest.

     20.  SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall be binding  upon the
parties hereto and their  respective  permitted  successors,  heirs,  executors,
administrators and assigns.

                                       10
<PAGE>

     21. ENTIRE  AGREEMENT;  AMENDMENT.  This Agreement  constitutes  the entire
understanding  between the parties hereto;  all prior negotiations and agreement
with  respect to the  subject  matter  hereto are merged  herein and  superseded
hereby.  This  Agreement  may be amended or varied in any of its terms only by a
written instrument signed by both parties hereto.

     22.  RECORDING.  This Agreement shall not be recorded in the Office for the
Recording  of Deeds or in any  other  office or place of  public  record  and if
Purchaser  causes or permits this Agreement to be recorded,  Seller may elect to
treat such act as a breach of this Agreement.

     23.  TIME  OF  ESSENCE;  GOVERNING  LAW.  Time  is of the  essence  of this
Agreement.  This Agreement shall be construed and interpreted in accordance with
the laws and ordinances of the Commonwealth of Pennsylvania.

     24.  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts  and each  counterpart  shall be deemed an  original,  but all such
counterparts shall constitute but one and the same agreement.

     26.  EFFECTIVE  DATE.  The date  that this  Agreement  is last  signed  and
initialed  by both  Purchaser  and Seller  shall be the  Effective  Date of this
Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto,  intending  to be legally  bound
hereby and in  consideration  of the mutual  covenants  contained  herein,  have
caused  this  Agreement  to be duly  executed as of the day and year first above
written.

                                  SELLER:
                                  BRANDY PARTNERS, a Pennsylvania
                                  limited partnership, by
                                  its sole General Partner,
                                  C.J.J., INC.

11/21/03                     BY:  /s/ JOHN J. CICCARONE
-------------                     --------------------------------
DATE                              JOHN J. CICCARONE, President





                                  PURCHASER:
                                  SPITZ, INC.

11/21/03                     BY:  /s/ Paul L. Dailey
-------------                     --------------------------------
DATE                              Paul L. Dailey, Executive Vice-President



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